HomeMy WebLinkAboutSAFEGUARD HEALTH PLANS, INC.INSUJJANCF !'1,01 riEQUIRED
WORK MAY PROCEED
CLERK OF COUNCI
DATE: AUG 3 0 2011
o
06/16/2011
Metropolitan Life Insurance Company
2Q0 Park Avenue
New York, NY 10166
SafeGuard Health Plans, Inc,
13045 Tesson Ferry Road, B1-06
St. Louis, MO 63128
Keenan & Associates
2355 Crenshaw Boulevard, Suite 200
Torrance, CA 90501
Fax (310) 533-0573
Dear MetLife and Keenan:
N-2017-192
Reference is made to the group contract for dental services #142337 (the "Contact") issued to the City of Santa
Ana ("Custogjer") by SafeGuard Health Plans, Inc. ("SafcGuard"), part of the MetLife family of companies,
For purposes of sponsoring and administering the dental plan, Customer ,wishes that SafeGuard release
to Keenan ('Vendor') certain information as mutually agreed upon by SafeGuard and Customer related to
eligibility of Customer's employees for dental services (the "Eligibility Information").
Customer hereby directs and authorizes SafeGuard to release the Eligibility Information to Vendor
electronically in the form as mutually agreed by Customer and SafeGuard, but no more frequently than once per
caleaidar week, during the term of the Contract. SafeGuatdhereby agrees to such release pursuant to such
direction and authorization and in reliance on Customer's and Vendor's representations and warranties below.
Customer represents and warrants that such release of the Eligibility Information is for purposes
permitted under applicable law including, tate Health Insurance Portability and Accountability Act of 1996 and
regulations issued thereto {" HIPAN-), and that it does not violate any applicable law including HIPAA by
directing and authorizing such release and agrees that SafeGuard is in no way responsible for the use pr
disclosure of the Eligibility Information by Vendor.
Customer agrees to defend, hold harmless, release and indem.nifySafeGuard, MetLife, and their
subsidiaries, affiliates, directors, officers, etnployces,, and agents against any and all claims, damages, losses,
lawsuits, settlements, judgments, cost penalties and expenses, including reasonable attorneys' tees, arising from
or related to the disclosure, re -disclosure or use of the Eligibility Information in accordance with Customer's
request unless such damage i., the direct result of the negligent, fraudulent or criminal act of SafeGuard or
MetLife; and such act was not undertaken at the request of Customer.
Vendor agrees to indemnify, defend, and bold SafeGuard, MetLife, and their officers, directors,
employees, agents and other representatives harmless from any actual or threatened legal or administrative
action, claim, liability, penalty, fine, assessment, lawsuit, litigation, or other loss, expense or damage,' including
N-2017-192
without limitation reasonable attorneys' fees and costs that SafeGuard or MetLife may incur as a result of
Vendor's use and storage of the Eligibility Information.
Vendor acknowledges and agrees that the unauthorized disclosure or use of Eligibility Information may
cause irreparable harm and significant injury to SafeGuard which will be difficult to measure with certainty or
to compensate through money damages. Accordingly, Vendor agrees that SafeGuard may seek injunctive relief
or other equitable relief in the event of any breach by Vendor of any part or parts of this Agreement in addition
to such other remedies as may be available to SafeGuard at law. If SafeGuard has a reasonable belief that
Eligibility Information is being disclosed in violation of this Agreement, upon Vendor's receipt of written
notice of such belief, Vendor and SafeGuard shall cease disclosing Eligibility Information until Vendor
performs an investigation of the matter, and the matter is resolved to the satisfaction of the parties hereto.
This letter agreement shall remain in full force and effect until the earlier of (a) the termination of the
Contract or (b) five (5) days following receipt of written notice by Customer or SafeGuard from the other of the
other's intention to terminate this letter agreement; provided, however, that 5`h and 6 1 paragraphs of this letter
agreement shall survive the termination of this letter agreement.
Please indicate your agreement with the foregoing by signing and returning the enclosed copy of this
letter.
ATTEST:
MARIA HUIZAR
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By: C� �y9��ci lXtin_
Laura A. Rossini
Senior Assistant City Attorney
RECOMMENDED FOR APPROVAL:
V) cl-�
ED RAYA
Executive Director of Personnel Services
CITY OF SANTA ANA
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Accepted and agreed:
Metropolitan Life Insurance Company, on
behalf ofSafeGuard [Ieelth Plans, Inc.
Title: V/ ,
Accepted and agreed:
Keenan & Associates
:Mame: Steve Gedestad
Title: Municipality Practice Leader