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HomeMy WebLinkAboutC14-347 CNIC Administration Service AgreementADMINISTRATION SERVICE AGREEMENT CNIC HEALTH SOLUTIONS, INC. a Colorado corporation (herein "CNIC") Address of CNIC: 6251 Greenwood Plaza Blvd., Suite 300 Greenwood Village, CO 80111 EAGLE COUNTY GOVERNMENT (herein "Plan Sponsor") Address of Plan Sponsor: 500 Broadway Eagle, CO 81631 Tax I.D. No.: 84-6000762 Plan Sponsor maintains the Health Benefit Plan ("Plan') for the benefit of its eligible employees who are enrolled in the Plan ("Enrolled Employee") and their eligible dependents. Enrolled Employees and their eligible dependents are collectively referred to herein as "Plan Participants." CNIC is engaged in the business of performing employee benefit administration services. Plan Sponsor desires to have CNIC perform services in conjunction with the Plan under the attached Terms and Conditions. CNIC will be reimbursed for such Administration Services as set forth in the attached Terms and Conditions. Plan Sponsor and CNIC agree to all Terms and Conditions, attached, along with the Exhibits described below, all of which are incorporated herein by this reference. This Agreement is dated and shall be effective on the date set forth below by CNIC as the effective date. CNIC HEALTH SOLUTIONS, INC., a Color o io By Titlef-40, Effective Date: January 1, 2014 ATTACHMENTS: Exhibit A: Administration Services/Fees Exhibit B: Utilization Review Services EAGLE COUNTY GOVE E ,-� . n 7 By (sign re) Title NAM""L&I � Exhibit C: COBRA Exhibit D: Business Associate Agreement I January 2014 TERMS AND CONDITIONS 1. Services to be Performed by CNIC Health Solutions, Inc. A. Description of Services. CNIC shall perform administration services in conjunction with the Plan. These services are collectively referred to herein as "Administration Services." The Administration Services to be performed by CNIC shall be those set forth below. To the extent a separate fee is required for an Administration Service, as described in Exhibit A, and such service has not been chosen by Plan Sponsor as a service to be provided, the service shall not be part of Administration Services. The Administration Services to be performed by CNIC pursuant to this Agreement shall be ministerial only. (1) Administration Services. CNIC will provide the following as Administration Services: (a) provide an automated computer system for the processing of health claims; (b) furnish standard administrative internal forms such as explanation of benefits forms, enrollment forms and claim forms; (c) coordinate with Plan Sponsor regarding the custom designing and printing of supplies and documents such as identification cards and plan booklets for Plan Participants; (d) provide a standard monthly premium and fee billing statement for the Plan; (e) provide customer service; (f) assemble materials for an administrative review of denied claims; (g) provide, on a monthly basis, the following reports to Plan Sponsor: claims experience report, plan funding report, and check register; (h) assemble standard renewal documentation and standard financial analysis for renewals; (i) attend meetings with Plan Sponsor regarding Plan administration; (j) coordinate access to providers of health benefits included in the Plan; (k) implement written instructions from Plan Sponsor regarding the Plan, provided that the instructions are consistent and compatible with the Plan, the description of services to be performed by CNIC under this Agreement, and applicable law; (1) process all claims for health benefits in accordance with terms of the Plan and directions of Plan Sponsor. CNIC shall prepare all checks or drafts for disbursements from the Plan with documentation to support these disbursements once Plan Sponsor provides sufficient funds for such claims. CNIC will handle processing of claims consistent with general industry standards but cannot guarantee complete accuracy in the processing of claims. Where an overpayment is made, CNIC shall use reasonable efforts to recover the overpayment, but will not be required to initiate legal process, and shall not have liability for the overpayment unless the overpayment is a result of negligence or intentional misconduct by CNIC; (2) C Eagle County Government 1 January 2014 (m)remit premiums and fees received from Plan Sponsor to the reinsurance carriers, insurance carriers, and all other vendors providing insurance or services on behalf of the Plan in accordance with applicable law, the Plan and policies and agreements of Plan Sponsor, if requested by Plan Sponsor; (n) assist Plan Sponsor in the preparation and distribution of summary plan descriptions for the Plan required under the Employee Retirement Income Security Act of 1974 ("ERISA"), as amended, if requested by Plan Sponsor; (o) provide Plan Sponsor with the necessary data for ERISA reports and filings for submission by Plan Sponsor, if requested by Plan Sponsor; (p) prepare federal form 1099 for only those payments processed by CNIC in the previous year; (q) provide eligibility information upon request when required by applicable Federal and/or state law for the performance of Medicare and/or Medicaid eligibility screening and similar services. (2) Additional Services. CNIC will also provide, as part of Administration Services, the services described below and in Exhibit A if Plan Sponsor elects for CNIC to provide such services as described in Exhibit A and pays for such services. These services shall be referred to as "Additional Services" but shall be part of Administration Services. (a) Provide utilization review services as described in Exhibit B. (b) Assist with regard to Plan Sponsor's obligations for continuation of coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") in accordance with Exhibit C. Plan Sponsor's obligations under COBRA are described in Exhibit C. (c) Provide HIPAA certification letters of creditable coverage as necessary for Enrolled Employees. (d) Provide Plan Sponsor access to CNIC's on-line information services. (e) Provide Plan Participants access to 24 hour Nurseline. (f) Provide disease management services to Plan Sponsor. (g) Arrange for services to be provided by a pharmacy benefit manager for prescription drug benefits offered by Plan Sponsor. (h) Provide Plan Sponsor services for the run-in of claims. (i) Assist Plan Sponsor with preparation of form 5500 (excluding independent audit). B. Limitations on CNIC's Obligations (1) CNIC shall have no responsibility or obligation to take, or to provide for, action, legal or otherwise, against any employer, employees, providers, reinsurance carriers, insurance carriers, or other persons to enforce any provisions of the Plan. Furthermore, if CNIC does Eagle County Government 1 January 2014 take or provide for such action, the same shall not be considered an assumption of responsibility or obligation for any future action to enforce any provisions of the Plan. (2) CNIC shall not be responsible for the expense or cost of legal counsel, actuaries, consulting physicians or dentists, certified public accountants, investment counselors, investment analysts or similar type services (each a "Professional Consultant") for the Plan or Plan Sponsor. CNIC shall not be authorized to engage any Professional Consultant to be paid or reimbursed by Plan Sponsor without written consent of Plan Sponsor. If a Professional Consultant is engaged by CNIC at the request of Plan Sponsor, the Professional Consultant shall not be deemed the agent of CNIC, and Plan Sponsor shall be responsible for all costs and expenses of the Professional Consultant. (3) CNIC is not a Plan fiduciary, shall not have discretionary authority to exercise any control respecting management of any assets of the Plan, shall not have authority to exercise any control respecting management or disposition of the assets of the Plan, shall not render investment advice with respect to any assets of the Plan and shall not be responsible or obligated for the investment of any, assets of the Plan. (4) CNIC is not responsible for selecting the reinsurance broker, carrier or policy coverage, including but not limited to Plan Sponsor's deductibles, exposures, claim submission requirements/limitations and contract exclusions. CNIC does not insure or otherwise provide any guarantees with respect to the adequacy of the reinsurance selected by Plan Sponsor, nor does CNIC make any representations regarding a reinsurance carrier's obligation to reimburse Plan Sponsor for any Plan costs including, but not limited to state imposed surcharges, taxes and assessments. (5) CNIC shall not be liable for the failure of a re -insurer of the Plan to receive, process, or pay a claim under the terms of any reinsurance contract purchased by Plan Sponsor, for any reason, including non-payment due to the terms of the reinsurance contract, billing, auditing, rebilling or re -pricing practices or procedures, or misconduct or error by a provider or provider network rendering services on behalf of the Plan. (6) CNIC shall not be liable for and shall not make the payment of any claims for benefits under the terms of the Plan including those claims that may otherwise have been eligible for reimbursement under any reinsurance policy or insured ancillary policy. Plan Sponsor shall be solely responsible for such payment. (7) CNIC shall not be liable for any reinsurance or insurance premiums, network access fees, pharmacy benefit management fee or any similar or related amounts owed by the Plan for services, insurance or access provided by a third party. Plan Sponsor shall be solely responsible for such payment. (8) CNIC shall not be liable for any acts or omissions with regard to the placement or administration of the reinsurance policy unless such acts or omissions were due to CNIC's gross negligence, bad faith or willful misconduct. Eagle County Government 1 January 2014 4 2. Obligations of Plan Sponsor A. Payments to CNIC for Administration Services. Plan Sponsor shall pay CNIC the compensation amounts set forth in Exhibit A for Administration Services and any other services described in Exhibit A. CNIC may amend the compensation amounts stated in Exhibit A by providing Plan Sponsor at least sixty (60) days advance written notice of any such change in compensation amounts prior to the end of the then current term of this Agreement. If such notice is so given, the compensation amounts set forth in such notice shall be effective for the new term. B. Payments to Carriers and Vendors. Plan Sponsor shall pay premiums and fees due carriers and other vendors as described in Exhibit A. C. Payments for Claims, Funding of the Plan. Plan Sponsor shall have the sole responsibility and obligation for funding the Plan unless otherwise provided in the Plan. Any amounts paid by Plan Sponsor into accounts held in the name of Plan Sponsor or CNIC for payment of claims, or any obligation of Plan Sponsor and for which CNIC may initiate payment on behalf of Plan Sponsor, shall not be considered Plan assets, but instead shall be general funds of Plan Sponsor. CNIC shall have no responsibility, risk, liability, or obligation for the funding of the Plan or for the payment of the debts, liabilities, or obligations of Plan Sponsor or the Plan. CNIC shall provide a listing to Plan Sponsor of claims, premiums and/or fees processed and requiring payment. Plan Sponsor must provide for timely funding of such claims, premiums and/or fees, for which payment is due, but in no event shall such funding of claims be provided any later than fourteen (14) calendar days from receipt of a listing from CNIC. CNIC has no responsibility for processing or initiating payment of claims, premiums and/or fees if Plan Sponsor has not provided the funding to cover such claims, premiums and/or fees. Plan Sponsor understands that if claims, premiums and/or fees are not funded on a timely basis, the Plan may lose contractual discounts, claims may not be eligible for reimbursement under reinsurance contracts, prescription drug card coverage may be suspended or terminated, and network access may be denied for Plan Participants. Plan Sponsor further understands and acknowledges that failure to fund check runs on a timely basis may result in penalties being assessed by applicable regulatory agencies, late fees, service charges, and termination of this Agreement. Plan Sponsor shall be responsible for any such penalties, fees and charges. If any legal action is commenced against CNIC, or if CNIC is joined in any legal action commenced against Plan Sponsor, by a Plan Participant or provider due to any denial of a claim for benefits under the Plan, Plan Sponsor's failure to pay a claim, or the Administrative Services provided hereunder, Plan Sponsor shall, to the extent permitted by Colorado law, indemnify and hold CNIC harmless from all losses, damages, and expenses, including attorneys' fees, that may be incurred by CNIC in such legal action. D. Eligibility/Notification of Changes. Plan Sponsor shall provide CNIC information on employee and dependent eligibility under the Plan. Plan Sponsor shall notify CNIC of any changes to enrollment eligibility information including, but not limited to adds, changes, or terminations within thirty (30) days of the occurrence. • Enrollment changes received by the 15th of the current month will be reflected on the invoice for the next month along with the appropriate adjustment, if any. • Enrollment changes received after the 15th of the month will be reflected on the invoice for the second month following the month in which they were received along with the appropriate adjustments, if any. Eagle County Government 1 January 2014 Changes reported more than thirty (30) days but less than ninety (90) days following the occurrence will be entered and appropriate adjustments, if any will be reflected on the next invoice. However, Plan Sponsor will not receive credit for any claims which have been funded and paid for persons who were terminated but the termination was not reported within thirty (30) days of termination, or for any changes reported more than ninety (90) days following the occurrence. E. Plan Sponsor's Bank Account. Claims payment will be made from a bank account held in Plan Sponsor's name and tax ID number. CNIC will initiate claims payment on Plan Sponsor's behalf only after Plan Sponsor approves such release in writing, by fax or e-mail. Reconciliation of this account and unclaimed property filings shall be the responsibility of Plan Sponsor unless otherwise agreed. CNIC is not responsible for overdrafts on any payments that Plan Sponsor approved to be released. In the event that payments initiated from the account at Plan Sponsor's direction are not paid by Plan Sponsor's bank for any reason, including, but not limited to, insufficient funds or stop payment orders initiated by Plan Sponsor, CNIC retains the right to charge Plan Sponsor an additional service fee of twenty dollars ($20.00) per payment initiated but not paid. In addition, Plan Sponsor shall be liable for any additional fees charged by providers or other payees that result from Plan Sponsor's bank not honoring payments for any reason. CNIC will accept accountability for fraudulent payments made from the account only to the extent that such payments were caused by the fraudulent acts of CNIC. Checks printed but not released shall remain the property of CNIC unless CNIC, at its sole discretion, chooses to deliver such checks to Plan Sponsor. If CNIC so delivers any checks which are printed but not released, Plan Sponsor shall be solely responsible and liable for any reporting requirements under applicable law with respect to those checks and CNIC shall have no responsibility or liability for the reporting requirements of applicable law with respect to those checks. F. Plan Disclosures. Plan Sponsor represents to CNIC that the information provided by Plan Sponsor to CNIC with regard to the Plan, is accurate. Plan Sponsor shall notify CNIC within thirty (30) days of any change to the information provided to CNIC. Plan Sponsor acknowledges and agrees that CNIC may rely on all information provided by Plan Sponsor to CNIC with regard to the Plan. 3. Confidentiality of Records/Proprietary Information CNIC and Plan Sponsor shall maintain the confidentiality of information regarding Plan Participants in accordance with applicable law. Plan Sponsor is responsible for implementing the personal protections and administrative safeguards required by the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), including, but not limited to, maintenance of confidentiality of Protected Health Information ("PHI"). If requested by Plan Sponsor, CNIC will provide Plan Sponsor with assistance with regard to Plan Sponsor's obligations for provision of a notice to Plan Participants regarding its use and disclosure of PHI. HIPAA regulations also require Plan Sponsor to enter into a "Business Associate Agreement" with CNIC regarding the use and disclosure of PHI. By execution of this agreement, Plan Sponsor and CNIC agree to all terms of Exhibit D which is a Business Associate Agreement between CNIC and Plan Sponsor. By execution of this Agreement Plan Sponsor authorizes CNIC to enter into Business Associate Agreements with third party vendors, or confidentiality agreements that are within the scope of CNIC's Business Associate Agreement with Plan Sponsor, as may be required for purposes of administration of the Plan, including but not limited to administration of pharmacy benefits, or as requested or authorized by Plan Sponsor. Exhibit D by this reference is made a part of this Agreement. Eagle County Government 1 January 2014 6 If requested by Plan Sponsor, CNIC will produce HIPAA Certificates of Creditable Coverage for Plan Participants who terminate during the period for which Plan Sponsor has purchased this service. The certificates will address coverage for a Plan Participant during the period covered by this Agreement, up to the termination of the Plan Participant's coverage or this Agreement, whichever occurs first. Plan Sponsor and CNIC have made available and will continue throughout the term of this Agreement to make available, to the other party, confidential materials and information relating to the business, policies, procedures, customs and forms of each party ("Proprietary Information"). Each party shall maintain the confidentiality of the other's Proprietary Information and shall not disclose such Proprietary Information without the written consent of the other party, and shall not use the Proprietary Information of the other party except in connection with providing services in accordance with this Agreement. This paragraph shall not apply to disclosures made to regulatory agencies, disclosures required by law and disclosures to a third party with regard to Plan Sponsor's failure to comply with terms of this Agreement or the Plan. 4. Term and Termination A. Term. This Agreement shall be effective as of the effective date set forth on the signature page of this Agreement and shall continue in full force and effect for an initial term of one year and will automatically renew from year to year unless terminated in accordance with the provisions of this Agreement. The first year of this Agreement shall be considered the "initial term" and each subsequent 12 -month period shall be considered a "subsequent term." B. Termination. This Agreement may be terminated by either party upon the occurrence of any one of the following: (1) Commencement by a party of a voluntary case under Title 11 of the United States Code, as from time to time in effect ("Title 11 "), the filing against a party of a petition commencing an involuntary case under Title 11, the application by a party for relief as a debtor under any applicable law of any jurisdiction related to the liquidation or reorganization of debtors, the entering against a party of an order by a court of competent jurisdiction finding it bankrupt or insolvent, ordering or approving its liquidation, reorganization, or any modification of the rights of its creditors, or assuming custody of or appointing a receiver or trustee for all or a substantial portion of its property, the making by a party of an assignment for the benefit of its creditors, the sale by a party of all or substantially all of its assets, or the failure by a party to operate its business in the ordinary course. (2) Any default by the other party which continues uncured for thirty (30) days following receipt of written notice from the non -defaulting party in the case of any material breach, including but not limited to any material breach of the terms of the Business Associate Agreement. (3) With or without cause by providing thirty (30) days advanced written notice of its intent to terminate to the other party. C. Immediate Termination. If the Plan Sponsor does not provide sufficient funds to meet Plan Sponsor's obligations under this Agreement, including but not limited to the payment of claims, premiums, Administration Service fees, any other fees, service charges or late fees, CNIC may immediately terminate this Agreement upon written notice to Plan Sponsor. Eagle County Government 1 January 2014 D. Right to Set Off. If the Agreement is terminated and Plan Sponsor owes an undisputed amount of money to CNIC under the terms of the Agreement, CNIC will use any amounts it receives on behalf of Plan Sponsor, ,(e.g., provider refund checks) to set off what is owed. CNIC will provide Plan Sponsor an accounting of any such monies used in this manner. By signing the signature page of this Agreement, Plan Sponsor expressly grants CNIC such a right of set-off. E. Duties Upon Termination. Upon termination of this Agreement for any reason, CNIC shall have no further responsibilities or obligations, except as set forth in the following paragraphs. (1) Upon termination of this Agreement Plan Sponsor and CNIC will develop a mutually agreeable plan for the orderly transfer of any data relating to the Plan, claims payment, and the like from CNIC to Plan Sponsor or its designee, provided, however, that if Plan Sponsor has not fully paid CNIC, then CNIC is expressly granted a lien on all such data and shall have no obligation to release the data to Plan Sponsor until all obligations of Plan Sponsor to CNIC have been met. If this Agreement is terminated, CNIC shall deliver to Plan Sponsor the information on all claim histories for the two (2) years preceding the termination date, provided Plan Sponsor gives written direction to CNIC to make the transfer. The transfer shall occur at a mutually agreeable time, but not to exceed thirty (30) days from the date of notice of the termination of this Agreement. The claim histories will be provided in a format that is readable and useable by the Plan Sponsor subject to mutual agreement to both parties. CNIC shall be entitled to retain copies of the records at its own expense. (2) In the event that CNIC receives claims or correspondence relating to the Plan after termination of this Agreement, CNIC has no obligation to forward such claims and correspondence to Plan Sponsor or Plan Sponsor's designee unless run -out services ("Run- out Services") have been selected by Plan Sponsor and agreed to by CNIC. 5. General Provisions A. Independent Contractor. CNIC shall be considered an independent contractor at all times under the terms of this Agreement. The relationship of the parties is contractual only, and the respective rights and obligations of the parties are set out exclusively in this Agreement. Neither CNIC nor Plan Sponsor shall be liable for the debts or obligations of the other, nor shall either party be entitled to share in the profits of the other. Nothing in this Agreement or in the independent contractor relationship created hereby is intended to be construed as establishing a partnership, joint venture, or other business relationship aside from an independent contractor's relationship. This Agreement is intended only to benefit the parties hereto. Nothing in this Agreement is intended to create any third party beneficiaries. B. Reinsurance Carrier/Benefit Managers. CNIC may assist Plan Sponsor, and designated broker/consultant, with location and placement of the appropriate insurance coverage and benefit management for the needs of the Plan. At the request of Plan Sponsor or designated broker/consultant, CNIC may obtain price quotes for Plan Sponsor regarding insurance coverage and benefit management services. Plan Sponsor in its sole discretion shall determine the insurance coverage it will obtain, including the reinsurance carrier for the Plan and any benefit manager. Plan Sponsor acknowledges that CNIC may receive compensation in the form of commissions, production bonuses, profit sharing or other compensation from the various insurance carriers, reinsurance carriers, pharmacy benefit managers or other vendors involved with the Plan and that all or a portion of access fees paid for network or vendor access may be Eagle County Government 1 January 2014 retained by CNIC. Plan Sponsor agrees that all such compensation and fees are the sole property of CNIC. Information regarding such compensation and fees, insofar as it relates to the Plan, will be provided by CNIC to Plan Sponsor upon request. C. Relationship to Plan. CNIC is not 1) affiliated with Plan Sponsor or any other employer who has employees covered by the Plan; 2) a Plan trustee (other than a non -discretionary trustee who does not render investment advice concerning Plan assets); 3) a named Plan administrator; or 4) a named Plan fiduciary or other fiduciary who is expressly authorized in writing to manage, acquire, or dispose of Plan assets on a discretionary basis. D. Reliance. CNIC shall be entitled to rely upon written notices or instructions given by Plan Sponsor to CNIC, E. Reimbursement. Plan Sponsor agrees to reimburse CNIC immediately upon receipt of written notice of any amount CNIC expends, pays, or is requested to pay by any third party on Plan Sponsor's behalf as requested by Plan Sponsor, or due to Plan Sponsor's breach or failure to comply with any of its representations, warranties, agreements, or covenants under this Agreement, including but not limited to payments for professional services, premiums, network access fees, claims, amounts incurred or assessed due to any inaccuracy in any information provided to CNIC by Plan Sponsor, such as by way of example and not limitation, costs, fees, reasonable attorneys' fees, fines, assessments and damages. F. Assignments. This Agreement may not be assigned or delegated by Plan Sponsor without the prior written consent of CNIC. CNIC may assign this Agreement to a parent or subsidiary entity of CNIC without the consent of Plan Sponsor, but only if such assignee assumes all rights, duties and responsibilities of this Agreement. G. Governing Law/Severability. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. If any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, the remainder of this Agreement shall continue in full force and effect. H. Entire Agreement; Integration; Waiver. This Agreement and attached exhibits constitute the entire understanding and agreement among the parties relative to the matters contained herein and supersedes all prior negotiations or agreements with regard thereto, whether written or oral. No provision of this Agreement may be waived except by an agreement in writing signed by all of the parties hereto. A waiver of any term or provision shall not be construed as a waiver of any other term or provision or the right to insist on future compliance with all terms and provisions of this Agreement. I. Amendment. This Agreement may only be amended or altered by written instrument executed by all of the parties to this Agreement. Notwithstanding the foregoing, CNIC may unilaterally amend this Agreement in order to comply with any applicable federal or state laws or regulations, including adjustment of fees in order to recoup costs of compliance with changes in federal or state laws or regulations. Any such unilateral amendment shall become effective on the date stated in the notice of amendment provided that such date is thirty (30) days following CNIC's notice to Plan Sponsor of the amendment, except that the amendment may become effective on an earlier date if. any applicable state or federal law or regulation that was the basis of the amendment requires a specific date of compliance, which date is less than thirty (30) days following CNIC's notice. Eagle County Government 1 January 2014 J. Further Acts. Upon reasonable request from a party hereto, from time to time, each party shall execute and deliver such additional documents and instruments and take such other actions as may be reasonably necessary to give effect to the intent and purposes of this Agreement. K. Force Majeure. Each party shall be excused from performance hereunder for any period either party is prevented from performing any services pursuant hereto, in whole or in part, as a result of an act of God, weather conditions, war, civil disturbance, court order, labor dispute or strike, fire, the inability to obtain equipment, goods, or services from the usual sources of supply, and other causes beyond the party's reasonable control, including shortages or fluctuations in electrical power, heat, light, and such non-performance shall not be grounds for termination or default. L. Attorney's Fees. If the event of any legal action or other proceeding to enforce the terms of this Agreement, the prevailing party shall be entitled to recover its costs and expenses associated with such a proceeding, including reasonable attorney's fees. This provision shall not be construed as a limitation of any other relief to which a party may be entitled. M. Representation and Warranties of Plan Sponsor and CNIC. Plan Sponsor and CNIC hereby represent and warrant to the other that: they have the power, authority, licenses, permits, and franchises, corporate or otherwise, to execute and deliver this Agreement and to perform all of their obligations hereunder; that the execution, delivery, and performance of this Agreement has been duly authorized; that this Agreement constitutes a valid, legal, and binding obligation; and that their execution, delivery, and performance under this Agreement will not result in a breach or violation of or constitute a default under any agreement, lease, or instrument through which it is a party or by which it may be bound or affected. N. Warranties and Representations. CNIC expressly disclaims any and all representations and warranties, whether express or implied, including but not limited to, any representation or warranty as to the merchantability, design, condition, capacity, performance or any other aspect of the software, equipment, or systems used to perform its administrative duties under this Agreement. O. Liability. CNIC's total aggregate liability for any claims arising out of or related to this Agreement shall in no event exceed one hundred percent (100%) of the total amount paid by Plan Sponsor to CNIC for Administration Services for the most recent past eighteen (18) months of this Agreement. Plan Sponsor agrees that it will not and may not assert any cause of action against CNIC based on actions or omissions that occurred more than one year prior to the time that the cause of action is asserted, regardless of the date that Plan Sponsor asserts it discovered the alleged error or omission. P. Benefit. The terms and provisions of this Agreement shall bind and benefit Plan Sponsor, CNIC and their respective successors and permitted assigns. No person or entity shall be a third party beneficiary of this Agreement. Q. Notices. Whenever required hereunder, notices shall be deemed sufficiently given if made in writing, upon mailing, United States Mail, postage prepaid, certified mail, return receipt requested, or via a recognized overnight delivery service, to the addresses of the parties set forth on the signature page of this Agreement. The address to which notices are given may be changed by notice of change of address given in the method and manner provided herein. Eagle County Government 1 January 2014 10 R. Public Contracts for Services. Colorado Revised Statutes ("CRS") §8-17.5-101. CNIC certifies, warrants, and agrees that it will not knowingly employ or contract with an illegal alien who will perform work under this Administration Service Agreement and will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this Administration Service Agreement, through participation in the E -Verify Program or the Department program established pursuant to CRS §8-17.5- 102(5)(c), CNIC shall not knowingly employ or contract with an illegal alien to perform work under this Administration Service Agreement or enter into a contract with a subcontractor that fails to certify to CNIC that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Administration Service Agreement. S. Requirements under Colorado's Tax Payor's Bill of Rights (TABOR). Not -withstanding anything to the contrary contained in this Agreement, no charges shall be made to the Plan Sponsor nor shall any payment be made to the Contract Administrator in excess of the amount for any Services done without the written approval in accordance with a budget adopted by the Board in accordance with provisions of the Colorado Revised Statutes. Moreover, the parties agree that the County is a governmental entity and that all obligations beyond the current fiscal year are subject to funds being budgeted and appropriated. Eagle County Government 1 January 2014 11 EXHIBIT A ADMINISTRATION SERVICES/FEES 1. Administration Service Fees Plan Sponsor shall pay CNIC the monthly fee specified on lines (a) through (c) below for the Administration Services described in paragraph 1.A.(1) of the Agreement, along with the printing and document fees described below. Additionally, Plan Sponsor shall pay CNIC the fees specified below for the Additional Services described on lines (d) through (p) which are checked. X (a) Monthly Administration Services fee of $19.31 Medical/$2.62 Dental/ $0.52 Vision per Enrolled Employee per month. (b) Broker/Consultant fee per Enrolled Employee per month. (c) An initial one-time set up fee. X (d) Monthly COBRA* administration fee of $1.82 per Enrolled Employee per month. (e) COBRA* general/initial notice fee per Enrolled Employee per month. X (f) HIPAA* certification letter fee is included in the COBRA administration fee for CNIC to provide HIPAA certification letters of creditable coverage. X (g) Utilization review fee is included in the Administration Services fee for CNIC to provide utilization review services. X (h) CNIC's On-line Access fee is included in the Administration Services for access to CNIC's on-line services. (i) 24 hour Nurseline fee per Enrolled Employee per month to be paid to the Vendor for access to 24 hour Nurseline. (j) Premium Billing fee per Enrolled Employee per month. X (k) CNIC's Disease Management fee of $7.14 per Enrolled Employee per month. X_(I) Rx fee of $2.00 per fill to be paid to the Rx Vendor for pharmacy benefit manager services. X (m) MEDai fee of $0.50 per Enrolled Employee per month. (n) Care Advocate Program fee per Enrolled Employee per month. (o) Run-in fees are 2 x first month's fees or as negotiated. (p) Fee of $750.00 per. form for assisting Plan Sponsor with preparation of form 5500 (excluding independent audit). *If changes to regulations relating to COBRA or HIPAA result in increased costs to CNIC to provide these services, CNIC has the right to adjust these fees accordingly upon written notice to Plan Sponsor. Exhibit A Page 1 of 6 Eagle County Government 1 January 2014 Plan Sponsor shall reimburse CNIC for any additional expenses incurred by CNIC, including additional programming, reporting or service costs, resulting from a change in the Plan. If any fines are levied against CNIC by the United States Department of Labor, CMS or any regulatory agency due to Plan Sponsor's failure to provide information, including but not limited to social security numbers, to CNIC, Plan Sponsor shall reimburse CNIC for such expenses or fines. Such expenses .or fines will be immediately paid by Plan Sponsor upon receipt of an invoice from CNIC. 2. PPO Network Access Fees Plan Sponsor shall pay CNIC as set forth below for Network Access that is part of Administration Services. $5.75 Per Enrolled Employee Per Month — Rocky Mountain Health Plans/ASO Network 21 % of Savings — Multiplan Complimentary Network Network access fees are to be paid to CNIC. If Plan Participants access providers out of Colorado, the Multiplan Complimentary Network will be used and billed at twenty-one percent (21 %) of savings. Savings are defined as the difference between the provider billed charge and the contracted allowed amount. These fees may be subject to change if Plan Sponsor deems a change in network or medical management vendor is necessary. Additionally, fees may be subject to change if the fees charged to CNIC by provider network or medical management vendor are changed. CNIC agrees to make best efforts to provide at least thirty (30) days notice of any fee changes. Plan Sponsor acknowledges and agrees that CNIC may retain all or a portion of the access fees paid to CNIC, depending on CNIC's agreement with the network providers. 3. Payment of Fees CNIC shall provide a monthly statement to Plan Sponsor, on or before the beginning of each month, of the fees listed above, based upon the number of Enrolled Employees as of the date the statement is prepared. Statements are prepared on or about the 201h of each month for fees due for services to be provided in the following month. For the initial month, CNIC will use the enrollment information provided by Plan Sponsor when the Plan is set up. Plan Sponsor shall remit payment to CNIC by the 10th of the month. If the Plan Sponsor does not provide sufficient funds to meet Plan Sponsor's obligations under this Agreement, including but not limited to the payment of claims, premiums, Administration Service fees, any other fees, service charges or late fees, CNIC may terminate this Agreement consistent with the provisions under paragraph 4 of this Agreement, Term and Termination. The rights of CNIC set forth above shall not limit any other rights of CNIC under the Agreement in the event Plan Sponsor fails to remit payment. 4. Payments to Vendors CNIC shall provide a monthly statement to Plan Sponsor, on or before the beginning of each month, of the premiums, fees and costs due to carriers and other vendors providing services to the Plan, based upon the number of Enrolled Employees as of the date the statement is prepared. Statements are prepared on or about the 20th of each month for premiums, fees and costs due in the following month. For the initial month, CNIC will use the enrollment information provided by Plan Sponsor when the Plan is set up. The premiums, fees and costs Exhibit A Page 2 of 6 Eagle County Government 1 January 2014 shall include but not be limited to reinsurance premiums, pharmacy benefit management fees, network access fees, ancillary insurance premiums and fees and costs associated with vendor services elected for or selected by Plan Sponsor under any vendor service agreements or contracts to which CNIC is a party. Plan Sponsor shall remit payment to CNIC of all such premiums, fees and costs by the 10th of the month. CNIC shall collect from Plan Sponsor or deduct from the Plan account such premiums, fees and costs on or after these dates. In the event adequate funding is not timely provided to CNIC to make these payments on more than one occasion, CNIC, at its option, may require that Plan Sponsor be responsible for making direct payment to such carriers and vendors. If the Plan's funds are insufficient, or if Plan Sponsor does not submit to CNIC payment sufficient to cover the amount of premiums, fees and costs by the last day of the month for that month's coverage, Plan Sponsor understands and agrees that the group's reinsurance and other policies may be terminated for non- payment of premium and CNIC shall have no liability to Plan Sponsor for such termination of coverage. Plan Sponsor understands and agrees that it will maintain the funds necessary to provide for the timely payment of such premiums, fees, costs and any and all liabilities of the Plan. CNIC shall have no liability for payment of premiums, fees or costs due on behalf of the Plan. 5. Printing and Document Fees All ongoing printing costs not specifically included in the set-up fee, including, but not limited to, the printing or reprinting of ID cards, summary plan description booklets, custom checks, custom claim forms, custom enrollment cards or any other custom printing, are the responsibility of Plan Sponsor. Plan Sponsor shall pay these costs upon receipt of an invoice for the costs. The fees for printing or reprinting ID cards are as follows: Imprinted Plastic ID cards $1.60 er card All charges for preparing or updating ID cards are the responsibility of Plan Sponsor. The fees per Plan Document are as follows: Health Plan Documents Health Plan Document(s) at Implementation Included in Implementation Fee Restated Medical Health Plan Document(s) each Plan Document (3 Medical plans = $1,500 total) $ 500.00 Restated Dental, Vision or Flex Plan Document(s) each Plan Document (Vision + Dental = $500 total) $ 250.00 The fees per Amendment are as follows: Plan Document Amendment each Amendment (Amendments for Medical + Dental = $150 total) or (Amendments for 3 Medical Plans = $225) $75.00 Exhibit A Page 3 of 6 Eagle County Government 1 January 2014 The fees for preparing outlines of benefit schedules are as follows: Outline of Benefit Schedule at Implementation Included in 101 or more Eligible Employees, fee charged per plan, per test Implementation Fee Uniform Summary of Benefits & Coverage at Implementation Included in (Drafted in English) Implementation Fee Restate Outline of Benefit Schedule each Outline (PPO + HDHP = $200 total) $ 100.00 Uniform Summary of Benefits & Coverage (Drafted in English) each Summary (PPO + HDHP = $200 total) $100.00 The fees for Non -Discrimination Testing are as follows: 100 or less Eligible Employees, fee charged per plan, per test $150.00 101 or more Eligible Employees, fee charged per plan, per test $250.00 All charges for preparing, restating or updating current or prior plan documentation are the responsibility of Plan Sponsor. The fees for printing or reprinting booklets will vary depending on volume, book size and other factors. Contact your CNIC account manager to obtain a fee estimate. Plan Sponsor shall pay these costs upon receipt of an invoice for the costs. 6. Other miscellaneous service fees as performed Plan Sponsor shall pay CNIC the following miscellaneous service fees upon receipt of an invoice for such fees: a) For any aggregate claim filing, a charge of $150.00 per hour up to $1,100.00 will be made for additional administrative duties necessary to provide records in preparation and assistance with audit. b) Subrogation services are charged at ten percent (10%) of recovery, up to a maximum fee of $2,000.00 per case, plus reimbursement for out of pocket expenses incurred by CNIC. c) Negotiation services for out -of -network claims are charged at thirty percent (30%) of negotiated savings per case. d) Development of an outbound file feed for an entity that is not already a CNIC partner, fee of $250.00. e) Any additional expenses incurred by CNIC, including additional programming, reporting or service costs, resulting from a change in the Plan will be paid by Plan Sponsor upon receipt of a billing from CNIC. Exhibit A Page 4 of 6 Eagle County Government 1 January 2014 7. Fees Charged Upon Termination The fees for CNIC to provide run -out claims administration services ("Run -out Services"), after termination of the Term of this Agreement, shall be based on the average of fees during the last two (2) calendar months immediately preceding the termination date of this Agreement (the "Average Fees"), as follows: % of the Average Fees Months After the Immediately Precedin One -Year Term 100% 1 st month 80% 2nd month 60% 3rd month 40% 4th month 25% 5th month 25% 6th month and thereafter Notwithstanding the rate chart above, if twelve (12) months of Run -out Services are elected and fully funded prior to the last day of the Term of this Agreement, the twelve (12) months of run -out services will be provided at 350% of the Average Fees. Run -out Services will not be provided if: a) Plan Sponsor is not current in its funding of all premiums, fees and claims at the time of termination; and b) The amount of CNIC's fees for the term of the Run -out Services are not received in advance of such services. CNIC shall provide a statement to Plan Sponsor of the amount of fees due for the run -out period purchased. If Plan Sponsor does not request and purchase Run -out Services prior to the last day this Agreement is in effect,. and subsequently requests such Run -out Services, there will be a charge of $350.00 in addition to the rates set forth in the chart above. If Plan Sponsor requests an extension to the originally purchased run -out period after such run -out period has ended, the fee for each additional month will be as set forth in the chart above plus a charge of $350.00. Claims and related correspondence received after the end of the purchased run- out period will be submitted to Plan Sponsor or Plan Sponsor's designee via regular U.S. mail for ninety (90) days. CNIC will charge a fee of $2.00 per unissued check, to void any checks that are unfunded at the time the Agreement is terminated. Unfunded checks will not be printed or returned to Plan Sponsor. CNIC will however, upon request, provide the Client with a listing of unissued or unfunded checks within nineteen (19) days of the Termination notice. Exhibit A Page 5 of 6 Eagle County Government 1 January 2014 8. Preparation of Reports Upon Termination of This Agreement Upon request and at no additional cost, CNIC will provide the following standard reports upon termination of this Agreement. Reports will be provided in the standard electronic format used by CNIC at the time of termination: • Eligibility Listing — List of active Plan Participants and COBRA participants • Individual Specific Analysis - List of individuals at/exceeding fifty percent (50%) of specific deductible for current contract period and all applicable disclosure data • Paid Claims Analysis — Claims paid history for current and previous year • Accumulation Data — Deductible, life time maximum, etc. • Final Status of Qualified Beneficiaries — if COBRA Administration Services are elected Also upon request and subject to applicable fees, CNIC will provide HIPAA Certificates upon termination of this Agreement if HIPAA Administration Services are elected. Additional reports may be provided upon request at a mutually agreed upon fee payable in advance. Exhibit A Page 6 of 6 Eagle County Government 1 January 2014 EXHIBIT B UTILIZATION REVIEW SERVICES The services listed below are provided if utilization review is elected by Plan Sponsor as an Additional Service to be performed by CNIC. 1. Pre -Admission Review - Inpatient, Outpatient (a) Confirm medical necessity (b) Assign length of stay (c) Request second surgical opinion (d) Recommend alternative health care where appropriate (e) Recommend same day surgery 2. Concurrent Review/Retrospective Review (a) Confirm and monitor the treatment plan 3. Discharge Planning 4. Catastrophic Case Management Exhibit B Page 1 of 1 Eagle County Government 1 January 2014 EXHIBIT C COBRA As a Plan Sponsor that is an employer, you are responsible for making sure you comply with federal COBRA continuation of coverage statutes and regulations with regards to your former employees and any Qualified Beneficiaries. Any legal questions about your full range of responsibilities should be directed to your legal counsel. However, CNIC provides certain administrative services to assist Plan Sponsor in meeting your legal responsibilities if you elect and pay for these services. For the monthly COBRA administration fee, CNIC will provide COBRA Qualified Beneficiaries with the notices of Qualifying Events and COBRA election forms, as well as notices of early termination of COBRA continuation coverage and the notice that continuation of coverage is not available to beneficiaries who do not meet COBRA requirements. CNIC will not provide your employees with the general/initial notice (Initial Notice) of COBRA rights, within 90 days of employment, unless Plan Sponsor elects and pays for this service in addition to the monthly COBRA administration fee. A "Qualified Beneficiary" is a person eligible for continued coverage under COBRA. A "Qualifying Event" is a specific event that, but for COBRA continuation coverage, would result in the Qualified Beneficiary losing eligibility for health coverage under the Plan. The following information is provided to describe (a) the Plan Sponsor's responsibilities and (b) the scope of CNIC's administrative assistance to Plan Sponsor. I. Plan Sponsor Agrees to: • Provide an Initial Notice of COBRA Continuation of Coverage Rights to each Plan Participant not later than 90 days after the date on which the Plan Participant's coverage commences. • Be responsible for the accuracy of all information provided to CNIC, including but not limited to addresses, names, Qualifying Event dates, and the eligibility of Qualified Beneficiaries for COBRA continuation of coverage rights. • Authorize CNIC to notify Qualified Beneficiaries of rate/payment information on behalf of Plan Sponsor. • Provide notice to CNIC, using the format found on the forms provided by CNIC, and complete all information requested on the forms. • Provide notice to CNIC within 30 days if • Any of the following events occurs: - the Enrolled Employee dies -the Enrolled Employee is terminated -the Enrolled Employee has a reduction in hours of employment - the Enrolled Employee becomes entitled to Medicare - the Plan Sponsor files for bankruptcy Exhibit C Page 1 of 4 Eagle County Government 1 January 2014 • Notice is received from a Qualified Beneficiary that one of the following events has occurred: - divorce or legal separation - child loses dependent status - accept coverage under another group health plan - the Enrolled Employee is no longer eligible for Social Security Administration disability Determine a Qualified Beneficiary to be eligible for continuation coverage under COBRA, then - submit a completed Disenrollment Form to end coverage AND - submit a completed notice to CNIC of Qualifying Event for Continuation of Coverage form. To the extent permitted by Colorado law, indemnify and hold CNIC harmless from any and all claims, demands, causes of action, expenses, penalties, court costs, attorneys' fees, and any fines imposed by COBRA or any other law, or any other damages that may result or arise as a result of inaccurate information provided by Plan Sponsor or Plan Sponsor's failure to provide notice to CNIC. Plan Sponsor also agrees to hold CNIC harmless from any and all claims, losses and liabilities, including but not limited to attorneys' fees arising out of or related to any dispute arising from Plan Sponsor's failure to comply with the provisions of COBRA or Plan Sponsor's interpretation of the administration of those laws. II. CNIC Agrees to: • Provide Notice of Unavailability of COBRA Continuation of Coverage if COBRA Continuation of Coverage (or an extension of the length of such coverage) is unavailable to a person who has requested it. • Send a COBRA Continuation of Coverage Election Form to Plan Participants, who are Qualified Beneficiaries within 14 days of the timely receipt of a completed notice to CNIC of Qualifying Event for Continuation of Coverage form from Plan Sponsor. • Reinstate Qualified Beneficiaries retroactively, after receiving a completed COBRA Continuation of Coverage Election Form from Qualified Beneficiaries with the full premium payment. Each Qualified Beneficiary will then be listed on a separate sheet that will be included with your monthly statement. • Coverage can be continued through COBRA ONLY IF: (a) there is no lapse in coverage; and (b) CNIC has received all retroactive premiums. Qualified Beneficiaries may make their first premium payment within 45 days after electing COBRA Continuation of Coverage; however, all premiums due for retroactive coverage must also be paid at the time the initial premium payment is made. • Collect COBRA premium payments directly from Qualified Beneficiaries. Exhibit C Page 2 of 4 Eagle County Government 1 January 2014 • Notify the Qualified Beneficiary and Plan Sponsor if COBRA continuation coverage is terminated because a Qualified Beneficiary fails to pay the premium within the payment period established. • Notify the Qualified Beneficiary and Plan Sponsor if COBRA continuation coverage is terminated for any other reason before the full term of continuation coverage to which the Qualified Beneficiary is entitled is exhausted. • Notify the Plan Sponsor of any requests CNIC receives from any person who is not entitled to COBRA continuation coverage, or to an extension of COBRA continuation coverage. • Monitor each Qualified Beneficiary's COBRA continuation coverage period, and if the Plan Sponsor's Plan allows for a conversion option, notify each Qualified Beneficiary of his/her conversion option rights within the last 180 days of the COBRA continuation coverage period. III. Notification Requirements for Administering COBRA A. Employer Responsibilities 1. Initial Notice to Enrolled Employee/Dependents When an employee and, if applicable, his/her spouse initially become covered under the Plan, the Plan Sponsor is required within 90 days to provide the Enrolled Employee and his/her spouse with a notice (Initial Notice) detailing the rights to continuation coverage benefits and the obligations of eligible beneficiaries under the requirements of COBRA. You must tailor this notice to your own requirements. Employers are required not only to include COBRA information in the plan booklet and plan document, you are also required to advise "active" Enrolled Employees and covered dependents of their future COBRA rights should they have future qualifying events. This Initial Notice is not part of CNIC's COBRA administration, unless Plan Sponsor elects and pays for this service in addition to the monthly COBRA administration fee. This notification must be done at the time an employee and/or a dependent first becomes covered. If your current Plan Participants have not been notified, it would be in your best interest to notify them as soon as possible. (The Internal Revenue Service has been known to exact fines of $100.00 per day for noncompliance). CNIC recommends that you duplicate the COBRA information that appears in your plan booklet/plan document (making sure it also includes all current COBRA legislation regarding the Initial Notice). A separate mailing should be sent to the covered spouse and dependents. (Notice to a covered spouse is notice to covered dependent children.) CNIC suggests that all mailings go with a "Certificate of Mailing." This is different from Registered Mail and it provides proof that a letter was sent to a particular person and address on a particular day. The law requires you, the employer, to be able to prove during an IRS audit that you sent the notice. Mailing by "Certificate of Mailing" provides that proof for you. See your U.S. Post Office with regards to Certificate of Mailing. Exhibit C Page 3 of 4 Eagle County Government 1 January 2014 CNIC recommends that you keep a photocopy of all notices sent and attach to them the "Certificate of Mailing" receipt and that you keep these in each individual employee's personnel file. It is also our recommendation that you automatically send this Initial Notice any time an Enrolled Employee adds a dependent to his/her coverage (a new spouse and/or a new dependent child). 2. Notices to CNIC Plan Sponsor is responsible for notifying CNIC within 30 days of the occurrence of any of the following events: • the Enrolled Employee dies • the Enrolled Employee is terminated • the Enrolled Employee has a reduction in hours of employment • the Enrolled Employee becomes entitled to Medicare • the Plan Sponsor files for bankruptcy. When a Plan Sponsor determines that as a result of one or more of the events listed above a Qualified Beneficiary is eligible for continuation coverage under COBRA, the Plan Sponsor is required to: • submit a completed Disenrollment Form to CNIC to end coverage as soon as possible AND • submit a completed notice to CNIC of Qualifying Event for Continuation of Coverage form to CNIC within 30 days of the date of the Qualifying Event. B. Qualified Beneficiary Responsibilities A Qualified Beneficiary is responsible for notifying the Plan Sponsor within 60 days of the occurrence of any of the following events: divorce or legal separation child loses dependent status accept coverage under another group health plan. Please note: CNIC is not engaged in the practice of law. This information is our interpretation of the steps to follow with regard to the notices required by COBRA. The use of the steps as here stated is at the sole discretion of the Plan Sponsor. CNIC recommends that any proposed implementation be reviewed by appropriate counsel. Exhibit C Page 4 of 4 Eagle County Government 1 January 2014 EXHIBIT D BUSINESS ASSOCIATE AGREEMENT RECITALS: A. The purpose of this Business Associate Agreement is to comply with the Health Insurance Portability and Accountability Act of 1996, or HIPAA as defined below, which applies to Plan Sponsor and to CNIC. B. Plan Sponsor and CNIC are parties to an underlying agreement for services, the terms of which result in CNIC's classification as a "Business Associate" and Plan Sponsor's classification as a "Group Health Plan" under HIPAA. C. The HIPAA regulations require Group Health Plans to enter into agreements, that include ,mandated provisions and terms, with all vendors and contractors that are classified as a "Business Associate." D. This Business Associate Agreement supercedes any previous business associate agreement between Plan Sponsor and CNIC. WHEREFORE: In consideration of the mutual promises below, any fees paid pursuant to underlying agreements, and the exchange of information pursuant to this Business Associate Agreement, the parties agree as follows: I. Definitions. Terms used but not otherwise defined in this Business Associate Agreement shall have the same meaning as those terms in 45 C.F.R. Parts 160 and 164. All terms defined in this Business Associate Agreement shall have a meaning consistent with terms defined in 45 C.F.R. Parts 160 and 164. Capitalized terms in this Business Associate Agreement are defined as follows: A. "Business Associate Agreement" means this document/agreement, which may be incorporated by reference into the underlying agreement, or entered by the parties separately from the underlying agreement. B. "Designated Record Set" means Protected Health Information maintained by or for Plan Sponsor, including but not necessarily limited to the enrollment, payment, claims adjudication, case or medical management records, and any other records used, in whole or in part, to make decisions about Individuals. C. "Disclose," "Disclosing," or "Disclosure" means the release, transfer, provision of access to, or divulging in any manner of information outside the entity holding the information. D. "Electronic Protected Health Information" means Protected Health Information that is transmitted by or maintained in electronic media. E. "Individual" means a natural person who is the subject of Protected Health Information. Exhibit D Page 1 of 7 Eagle County Government 1 January 2014 a F. "HIPAA" means the Health Insurance Portability and Accountability Act of 1996 and the Health Information Technology for Economic and Clinical Health Act in the American Recovery and Reinvestment Act of 2009, amendments to such Acts, and including any implementing regulations, amendments to such regulations, the HIPAA Omnibus Rule and specifically the Privacy Rule, Security Rule, Breach Notification Rule, and Enforcement Rule at 45 CFR Part 160 and Part 164. G. "HIPAA Omnibus Rule" shall mean the "Modifications to the HIPAA Privacy, Security, Enforcement and Breach Notification Rules under the Health Information Technology for Economic and Clinical Health. Act and the Genetic Information Nondiscrimination Act," 78 Federal Register 5566 (January 25, 2013), and any amendments thereto. H. "Information Privacy and Protection Laws" mean (i) HIPAA, as amended and including any implementing regulations; (ii) the Gramm -Leach -Bliley Act, as amended and including any implementing regulations; (iii) any statute, regulation, administrative or judicial ruling requiring a party to protect the privacy or security of information pertaining to the health or medical status or condition of an individual, and/or the payment for health or medical care for an individual; (iv) any statute, regulation, administrative or judicial ruling requiring a party to protect the privacy of information pertaining to the financial or credit status or condition of an individual; (v) any statute, regulation, administrative or judicial ruling requiring a party to protect information pertaining to Individuals based upon the Individuals' status as consumers; and (vi) any other statute, regulation, administrative or judicial ruling requiring a party to protect the confidentiality, privacy and/or security of information pertaining to Individuals; all to the extent that such Information Privacy and Protection Laws have been enacted, promulgated, issued or published by any federal or state governmental authority with jurisdiction over that party. I. "Minimum Necessary Information" is defined in accord with 45 C.F.R. 164.514(d)(3) and generally means (i) in the case of routine and recurring types of Disclosures, information or records which the Disclosing party's policies and procedures have established as reasonably necessary to achieve the purpose of such Disclosures; (ii) in the case of non -routine or non-recurring Disclosures, the information or records which the Disclosing party determines is reasonably necessary to accomplish the purpose of the Disclosure, upon review of each Disclosure according to criteria developed by the Disclosing party; provided that (iii) in the case of a Disclosure (A) to a Covered Entity, (B) to a professional for purposes of providing professional services to the Disclosing party, or (C) to a public official for Disclosures which are permitted by law without Individual consent, the Minimum Necessary Information shall be the information or records requested by that party, upon the party's reasonable representation that the request is for the minimum necessary given the purpose of the Disclosure(s). J. "Protected Health Information," or "PHI," means any information that identifies or could reasonably be believed used to identify an Individual, which in any way concerns that Individual's health status, health care, or payments for his or her health care, or which a party is otherwise legally required to protect under an Information Privacy and Protection Law applicable to that party, and includes as well any Exhibit D Page 2 of 7 Eagle County Government 1 January 2014 information derived by the processing of such information that is not de -identified with respect to any Individual who is the subject of the information. K. "Receive," Receiving," and "Receipt" means (i) to take physical delivery of media containing information, or (ii) in the case of electronic delivery, for information to come into existence in a party's information processing system in a form capable of being processed by or perceived from a system of that type by the Receiving party if the Receiving party has designated that system or address as a place for Receipt of Information to a Disclosing party and the Disclosing party does not know that the information cannot be accessed from the particular system. L. "Security Incident" means an attempted or successful unauthorized access, use, disclosure, modification or destruction of information or interference with system operations in an information system as defined at 45 CFR 164.304. M. "Subcontractor" shall have the meaning given to it by 45 CFR § 160.103. N. "Security Rule" means the Security Standards for Protection of Electronic Protected Health Information at 45 CFR Part 164, Subpart C. O. "Third party" means any individual, person, or organization not a party to this Business Associate Agreement. P. "Transaction" means the Transmission of information between parties to this Business Associate Agreement. Q. "Transmit," "Transmitted," or "Transmission" means the transfer of information by one party to another, regardless of the method or technology used to transfer the information. R. "Use" means the sharing, employment, application, utilization, examination, analysis or commingling with other information, of information by a party that holds that information. II. Permitted Uses and Disclosures by CNIC A. Permitted Uses. The purpose(s) for which CNIC may Use, Disclose, or have access to PHI includes those Uses or Disclosures necessary to perform functions permitted or required by the underlying agreement for services. CNIC may also Use and Disclose PHI for the management and administration of its business or to carry out its legal responsibilities if - 1. f 1. the Disclosure is required by law, or 2. CNIC obtains reasonable assurances from the person to whom the information is disclosed that it will be held confidentially and used or further disclosed only as required by law or for the purpose for which it was disclosed to the person and that the person will notify CNIC of any instances it becomes aware of in which the confidentiality of the information has been breached. Exhibit D Page 3 of 7 Eagle County Government 1 January 2014 B. Compliance with Law. CNIC will not Use, Disclose, or access PHI in violation of any Information Privacy and Protection Laws. To the extent CNIC is to carry out any of Plan Sponsors obligations under the Privacy Rule at 45 C.F.R. Part 164, Subpart E, CNIC will comply with such requirements that apply to Plan Sponsor. C. Limitations on Use and Disclosure. CNIC further agrees to not Use or further Disclose PHI other than as permitted or required by this Business Associate Agreement or as required by law. III. Obligations and Activities of CNIC A. Independent Obligation. CNIC acknowledges that it has an independent obligation to comply with certain provisions of HIPAA with respect to PHI created or obtained by it through the underlying agreement and this Business Associate Agreement. B. Access to Records. CNIC agrees to provide access, at the request of Plan Sponsor, to PHI in a Designated Record Set to Plan Sponsor or, as directed by Plan Sponsor, to an Individual in order to meet the requirements under 45 CFR 164.524. C. Amendment to Records. CNIC agrees to make any amendment(s) to PHI in a Designated Record Set that Plan Sponsor directs or agrees to pursuant to 45 CFR 164.526 at the request of Plan Sponsor and in the time and manner designated by Plan Sponsor. This is not necessary if CNIC does not have PHI in a Designated Record Set. D. Accounting for Disclosure of Records. CNIC shall maintain an accounting or record of all Disclosures of PHI it makes as required by and in accordance with 45 C.F.R 164.528. CNIC agrees to provide to Plan Sponsor such accounting or record, to permit Plan Sponsor to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR 164.528. E. Mitigation. CNIC agrees to mitigate, to the extent practicable, any harmful effect that is known to CNIC of a Use or Disclosure of PHI by CNIC in violation of the requirements of this Business Associate Agreement. F. Minimum Necessary Information. Prior to conducting any Transaction or other activity in which PHI is Used, Disclosed, or requested, the parties shall determine the Minimum Necessary Information for purposes of that Transaction and limit the Use, Disclosure, or request accordingly. Information required to be provided or submitted in Standard Transactions adopted under the Health Insurance Portability and Accountability Act of 1996 and implementing regulations and authority are presumed to meet the Minimum Necessary information requirements. G. Security/Notification of Breach. At all times following the Receipt of PHI, until such time as the PHI is no longer in CNIC's possession or subject to its control: 1. CNIC shall implement appropriate safeguards to prevent any Use or Disclosure of the PHI other than those permitted under this Business Associate ; and Exhibit D Page 4 of 7 Eagle County Government 1 January 2014 2. CNIC shall implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of electronic PHI that it creates, receives, maintains, or transmits on behalf of Plan Sponsor as required by the Security Rule; and 3. CNIC shall notify Plan Sponsor of any Use or Disclosure of PHI not permitted by or contrary to the terms of this Business Associate Agreement and/or any Security Incident of which CNIC becomes aware. 4. CNIC shall comply with the requirements of 45 C.F.R. 164.410 in order to notify Plan Sponsor of any breach of unsecured PHI following the discovery of such breach. Such notice will be provided without unreasonable delay, and in no case later than sixty (60) calendar days after discovery of the breach. H. Disclosures to Third Parties. CNIC may not Disclose PHI to Third parties except under the following conditions: 1. The Disclosure is of the Minimum Necessary Information for the purposes of the Disclosure; and 2. The Disclosure is necessary to accomplish a purpose for which the PHI was Disclosed to the Receiving party and is permitted under applicable Information Privacy and Protection Laws and this Business Associate Agreement. I. Agents and Subcontractors. CNIC agrees to ensure that any agent or Subcontractor of CNIC agrees to the same restrictions and conditions that apply to CNIC throughout this Business Associate Agreement when such agents or Subcontractors are performing any of the tasks, duties, or obligations, required of CNIC by the underlying contract or this Business Associate Agreement. CNIC will ensure that any such agent or Subcontractor agrees to implement reasonable and appropriate safeguards to protect Plan Sponsor's PHI. Audits. CNIC agrees to make its internal practices, books, and records relating to its access to, Use, and Disclosure of PHI received from or on behalf of Plan Sponsor or created by CNIC on behalf of Plan Sponsor available to the U.S. Secretary of the Department of Health and Human Services ("Secretary") for purposes of determining compliance with Information Privacy and Protection Laws. K. Compliance with Law and Agreement. Each party to this Business Associate Agreement shall comply with, and as applicable shall require its directors, officers and employees to comply with, all Information Privacy and Protection Laws and with each party's duties and obligations pursuant to this Business Associate Agreement. IV. Information Transmission Agreement Transmission of PHI. In arranging for transmission or exchange of PHI with Plan Sponsor, regardless of the format of the information or the method of transmission utilized, CNIC will cooperate with Plan Sponsor to reasonably safeguard such information from unauthorized Disclosure. Exhibit D Page 5 of 7 Eagle County Government 1 January 2014 V. Term and Termination A. Term. Except as otherwise agreed, this Business Associate Agreement shall be in effect for the term of the underlying agreement and shall be renewed with any renewal or extension of the underlying agreement. B. Termination for Cause. Notwithstanding anything to the contrary in this Business Associate Agreement or the underlying agreement, upon gaining knowledge of a material breach by CNIC of the terms of this Business Associate Agreement, Plan Sponsor may terminate this Business Associate Agreement and the underlying agreement upon written notice to CNIC. C. Effect of Termination. CNIC obligations do not terminate until all PHI provided by Plan Sponsor to CNIC and PHI created or received by CNIC on behalf of Plan Sponsor is destroyed or returned to Plan Sponsor, and CNIC shall return or destroy all such PHI except if it is not feasible to return or destroy PHI as provided below: 1. Return of Information. Except as noted below, CNIC shall return to Plan Sponsor all PHI available. 2. Destruction of Information. Except as noted below, for any PHI subject to this Business Associate Agreement that CNIC does not or cannot return, CNIC shall permanently destroy by shredding or otherwise destroying all paper or other hard copy media on which it is recorded, and/or wiping it from any electronic medium on which it has been stored using utilities or processes which cause the information to be unrecoverable, unless otherwise agreed in writing. Archiving of Information. Upon agreement by the parties that it is not feasible for CNIC to return or destroy such information or that CNIC must retain specific PHI necessary for CNIC to continue its proper management and administration or to carry out its legal responsibilities, CNIC shall continue all protections provided to PHI under this Business Associate Agreement for as long as such information is retained. When such information is no longer needed by CNIC, it shall then be returned to Plan Sponsor or appropriately destroyed as provided above. D. Notwithstanding any of the above provisions, if CNIC reasonably determines that it shall retain the information for the purpose of complying with applicable laws, then CNIC may retain the information but must continue to protect the PHI under the terms of this Business Associate Agreement. The terms of this Business Associate Agreement shall survive termination and remain in effect for as long as any PHI is retained by CNIC. VI. General Provisions A. Amendment of Agreement. Except as otherwise set forth in this Business Associate Agreement, this Business Associate Agreement shall not be changed, modified or altered except by amendment, which, to be valid and enforceable, shall be in writing and signed by the parties. Notwithstanding the foregoing, CNIC may unilaterally amend this Business Associate Agreement in order to comply with any applicable federal or state laws or regulations, including but not limited to Information Privacy Exhibit D Page 6 of 7 Eagle County Government 1 January 2014 and Protection Laws, effective immediately upon written notice to Plan Sponsor. Upon the addition of, change, or amendment to any applicable federal or state laws or regulations, including but not limited to Information Privacy and Protection Laws, which would require an amendment to this Business Associate Agreement, this Business Associate Agreement shall be deemed to be amended to comply with such addition, change or amendment. B. Indemnification. To the extent permitted by Colorado law, each party will indemnify, hold harmless, and defend the other parties to this Business Associate Agreement from and against any and all claims, losses, liabilities, costs, and other expenses incurred as a result or arising directly or indirectly out of or in connection with any non -fulfillment of any obligation on the part of the responsible party under this Business Associate Agreement. C. Survival. The obligations of CNIC under Section V.D. of this Business Associate Agreement shall survive termination of the underlying agreement. D. No Agency or Partnership. This Business Associate Agreement does not create a joint venture, partnership, or employer-employee relationship between the parties. In performing under this Business Associate Agreement, each party is at all times acting and performing as an independent contractor and is not an agent or representative of any other party. E. No Rights to Individuals. This Business Associate Agreement shall not be construed to provide any right to an Individual or to increase the duties or responsibilities of the parties hereto beyond the requirements established by this Business Associate Agreement. The sole purpose of this Business Associate Agreement is to establish the respective rights and duties of the parties hereto (and of Plan Sponsor). Any rights of an Individual are derived solely from law and not from this Business Associate Agreement. F. Assignment. No party may assign or transfer any or all of its rights and/or obligations under this Business Associate Agreement or any part of it, nor any benefit or interest in or under it, to any Third party without the prior written consent of all other parties. G. Interpretation. The requirements of applicable law pertaining to PHI are, to the extent not adequately provided for in this Business Associate Agreement, hereby incorporated by this reference and shall become a part of this Business Associate Agreement. This Business Associate Agreement shall be construed as broadly as necessary to implement and comply with Information Privacy and Protection Laws. Exhibit D Page 7 of 7 Eagle County Government 1 January 2014