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2200 - Keenan & Associates - Employee Benefits Consulting Services AgreementEMPLOYEE BENEFITS CONSULTING SERVICES AGREEMENT This Employee Benefits Consulting Services Agreement ("Agreement") is made and entered into by and between City of Rosemead ("Client") and Keenan & Associates ("Keenan"), as of July 1, 2023 ("Effective Date"). RECITALS WHEREAS, Client desires to secure a variety of insurance products, and related services in conjunction with the health and welfare benefits provided to its eligible employees; WHEREAS, Keenan is a specialty insurance services provider and, as such, is qualified to provide such services; and WHEREAS, Client desires Keenan to provide, and Keenan desires to provide, the services described in this Agreement for those Client benefits programs identified below ("Plans"): Medical, Dental, Vision, Life, Disability, EAP, and Section 125 The parties agree as follows: AGREEMENT 1. TERM The term of this Agreement is from the Effective Date through December 31, 2026 ("Termination Date") and shall automatically renew for subsequent one (1) year periods unless either party gives the other at least sixty (60) days written notice of its intent not to renew. 2. KEENAN SERVICES AND RELATIONSHIP OF THE PARTIES A. Client elects and Keenan shall provide its services ("Services") with respect to Client's Plans for the Plan year(s) that begin(s) on July 1, 2023 to be moved to January 1, 2024 and every January 1 thereafter and end(s) December 31 (Services provided during a renewal term shall be provided for Client's then -current Plan year.) A full description of the Services is provided in Exhibits A-1 through A-3 attached hereto and incorporated herein. B. The relationship of Keenan and Client shall be that of an independent contractor and Keenan shall at all times remain responsible for its own operational and personnel expenses. Under no circumstance shall any employee of one party look to the other party for any payment or the provision of any benefit, including without exception, workers' compensation coverage. Except as may be expressly set forth in or contemplated by this Agreement, neither party shall have the right to act on behalf of the other, or to bind the other to any contract or other obligation. Keenan &Associates —License #0451271 819 Coowh,ng Semlces Agmnnem 01tt l Schools and M..0 a) Confidential Por Client Uac only (Ree. 04/118/16) Page I of LS K Mti. C. In providing the Services, Keenan shall act exclusively in an advisory and consultative capacity. Client shall at all times have the right to determine whether to act on or implement the information, recommendations, and suggestions provided by Keenan, and the manner by which any such action or implementation shall be undertaken. Except for Keenan's responsibilities with respect to funds obtained from or on behalf of Client, Keenan shall not be a fiduciary of Client. D. Keenan shall not provide any legal, tax, or accounting service, advice, or opinion, and the Services shall not be interpreted as representing any such service, advice or opinion. Client shall consult its own attorney on all legal issues and its own tax and accounting experts on all tax, accounting, and financial matters relating to its operations, including without limitation, the establishment, implementation and operation of the Plans. E. In providing its Services, Keenan shall comply with all applicable state and federal laws and regulations, and obtain and maintain all necessary licenses, registrations, and/or permits necessary for the performance of its duties under this Agreement. F. The Services provided to Client are non-exclusive and Keenan reserves the right to provide the same or sirrular services to other clients who may be in the same industry, business, or service as Client. 3. CLIENT'S DUTIES AND RESPONSIBILITIES A. Client shall retain decision-making authority for its Plans, and shall manage the day-to- day activities of the Plans, except for those duties and/or functions expressly assigned to Keenan under this Agreement. B. Client shall provide Keenan with timely access to such information and individuals, including its outside advisors and consultants, as may be necessary for Keenan to perform the Services. Keenan shall not be responsible for any delay in its performance that results from the failure of Client, or any person acting on behalf of Client, to make available any information or individual in a timely manner. C. All information provided to Keenan, either in anticipation of or during the term of this Agreement, shall be complete and accurate, and that Keenan may rely upon such information. D. If Client desires Keenan to obtain insurance quotes on its behalf, Client shall execute the Broker of Record Designation attached hereto as Exhibit B. 4. COMPENSATION A. Keenan's fees for the Services rendered pursuant to this Agreement are as provided in the attached Exhibit C. Any Services provided to Client that are outside of or in addition to those described in Exhibit A-1 and A-2 shall be subject to additional fees. B. It is possible that Keenan may also provide services to other entities that participate in or provide services to the Plans (such as management services, underwriting, marketing, Keenan & i\seocivme —License #0451271 EB Consulting &miccs i\grcvmcnt (PAll tichools vnd Muni,,) Confidential Por Client Use Only (Ro. 04/09/16) Patin 2 of 13 K_btrs, 5. claims administration, loss control services, obtaining other insurance and reinsurance). To the extent that such services are provided, Keenan will be separately compensated by the recipient of those services. C. Consistent with industry practices, insurers may also pay insurance brokers, such as Keenan, indirect compensation based upon volume efficiencies, client renewals, marketing services, product development, technology investments and other additional services. Keenan seeks written assurances from insurers that any such indirect compensation will not adversely impact the pricing or coverage terms that Keenan is able to obtain for its clients. The parties agree that any indirect compensation shall not be considered part of Keenan's "commissions" as that term may be used elsewhere in this Agreement. D. Keenan shall comply with all applicable state and/or federal laws and regulations regarding disclosure of compensation. We embrace industry efforts for transparency and believe it is important that clients have access to information that may be relevant to their choice of insurance products, including the cost of such insurance and services, and, the compensation that may be directly or indirectly paid to Keenan in connection with the products or services that are selected. If you have questions regarding any of these items or desire additional information, you may contact your Keenan account representative to discuss this matter in more detail. Keenan shall procure and maintain during the term of this Agreement the following insurance coverages, and shall provide certificates of insurance to Client upon Client's request. (1) Workers' Compensation. Workers' Compensation Insurance in conformance with the laws of the State of California and applicable federal laws. (2) Bodily Injury. Death and Property Damage Liabilit; Insurance. General Liability Insurance (including motor vehicle operation) with a Two Million Dollar ($2,000,000) limit of liability for each occurrence and a Two Million Dollar ($2,000,000) aggregate limit of liability. (3) Professional l.iabilisy Insurance, Professional Liabdity Insurance with a Two Million Dollar ($2,000,000) limit of liability for each occurrence and a Two Million Dollar ($2,000,000) aggregate limit of liability. (4) Cyh r� I_iabihn;/Privacy Insurance. Cyber Liability Insurance with a Two lvlillion Dollar ($2,000,000) limit of liability for each occurrence and a Two Whon Dollar ($2,000,000) aggregate limit of liability. Keenan & Associates — Liccnsc MA51271 1113 Consulting St n,ices Agmemunt ON1 Schools and A7unis) Cnnfidmial I-ar Client Usc only (Rev. 04/08/16) Page 3 of 13 K noes! 6. INDEMNIFICATION If either party breaches this Agreement, then the breaching party shall defend, indemnify and hold harmless the non -breaching party, its officers, agents and employees against all claims, losses, demands, actions, liabilities, and costs (including, without limitation, reasonable attorneys' fees and expenses) arising from such breach. In addition, if Keenan (i) becomes the subject of a subpoena or is otherwise compelled to testify or (ii) becomes the subject of a claim, demand, action or liability brought or asserted by one of Client's employees, Plan beneficiaries, or Plan vendors ("Third -Party Demand") relating to the Services and such Third -Parry Demand is not a direct result of Keenan's negligence or willful misconduct, then Client shall defend, indemnify and hold Keenan harmless from all losses, payments, and expenses incurred by Keenan in resolving such Third -Party Demand. 7. LIMITATION OF LIABILITY Notwithstanding anything to the contrary in this Agreement, in no event shall either party be liable for any punitive damages, fines, penalties, taxes, or any indirect, incidental, or consequential damages incurred by the other party, its officers, employees, agents, contractors or consultants whether or not foreseeable and whether or not based in contract or tort claims or otherwise, arising out of or in connection with this Agreement even if advised of the possibility of such damage. Keenan's liability under this Agreement shall further be limited to, and shall not exceed, the amount of its available insurance coverage, but not exceeding the limits of coverage outlined in Section 5, 8. DISPUTE RESOLUTION A. In the event of any dispute arising out of or relating to this Agreement that cannot be settled through informal discussion or mediation, such dispute shall be resolved by submission to binding arbitration before Judicial Arbitration & Mediation Services ("JAMS") or ADR Services, at the claimants choice, in Los Angeles County, California, before a retired judge or justice. If the parties are unable to agree on a retired judge or justice, the selected arbitration service (JAMS or ADR Services) will select the arbitrator. B. In any such arbitration, the parties shall be entitled to take discovery in accordance with the provisions of the California Code of Civil Procedure, but either party may request that the arbitrator lirnit the amount or scope of such discovery, and in determining whether to do so, the arbitrator shall balance the need for the discovery against the parties' mutual desire to resolve disputes expeditiously and inexpensively. C. The prevailing party in any action, arbitration, or proceeding arising out of or to enforce any provision of this Agreement will be awarded reasonable attorneys' fees and costs incurred in that action, arbitration of proceeding, or in the enforcement of any judgment or award rendered. 9. TERMINATION A. This Agreement may be terminated upon the occurrence of any of the following events: i. By either party upon the dissolution or insolvency of a party to this Agreement; Ke ,,n & Aasocwu — t.icensc 40451271 L]3 Consulting Sm.� ,, Agreemem(PM I tichools and DWrus) Confdcntial For Client Use Ooip (Rev. 04/08/16) 11nge 4 of 13 K Mr ii. By either party following the filing of a bankruptcy petition by or against either party (if the petition is not dismissed within sixty (60) days in the case of an involuntary bankruptcy petition); iii. If the application of any law, rule, regulation, or court or administrative decision prohibits the continuation of this Agreement or would cause a penalty to either party if the Agreement is continued, and if the Agreement cannot be amended to conform to such law, mle, regulation, or court, or administrative decision in a manner that would preserve the original intent of the parties with respect to their rights and duties under this Agreement; or iv. By the non -breaching party if a breach of this Agreement is not cured within thirty (30) days following receipt of written notice of the breach from the non -breaching party; B. In the event of termination pursuant to Section 9A above, Keenan shall be paid for the full value of its services through the date of termination. 10. GENERAL A. This Agreement, its recitals and all exhibits attached to the Agreement contain the entire understanding of the parties related to the subject matter covered by this Agreement and supersede all prior and collateral statements, presentations, communications, reports, agreements or understandings, if any, related to such matter(s). B. The obligations set forth in this Agreement, other than Keenan's obligation to perform the Services and Client's responsibility to pay for such services, shall survive the expiration or termination of this Agreement. Nothing in this Section 10B shall, however, be interpreted as relieving Client of its obligation to pay for any Services rendered by Keenan during the term of this Agreement. C. This Agreement is made for the benefit of the parties and is not intended to confer any third party benefit or right. The enforcement of any remedy for a breach of this Agreement or claim related to the Services may only be pursued by the parties to this Agreement. D. No modification or amendment to this Agreement shall be binding unless it is in writing and signed by authorized representatives from both parties. Any waiver or delay by a party in enforcing this Agreement shall not deprive that party of the right to take appropriate action at a later time or due to another breach. This Agreement shall be interpreted as if written jointly by the parties. E. Any provision determined by a court of competent jurisdiction to be partially or wholly invalid or unenforceable shall be severed from this Agreement and replaced by a valid and enforceable provision that most closely expresses the intention of the invalid or unenforceable provision. The severance of any such provision shall not affect the validity of the remaining provisions of this Agreement. Keenan & Associates— License MA51271 EB ConsWl ing Setmims :Agrecmcnr (PAI ISchools and blunts) Confident;.] 14v Client U. Only (Rev. (W/08/1 G) Page 5 of 13 1 Mrs F. Neither party shall be liable or deemed to be in default for any delay or failure in performance under this Agreement resulting, directly or indirectly, from acts of God, civil or military authority, acts of public enemy, war, accidents, fires, explosions, earthquakes, floods, power outages, failure of computer systems, machinery or supplies, vandalism, strikes, or other work interruptions, or any similar or other cause that is beyond the reasonable control of either party. Each party shall make good faith efforts to perform under this Agreement in the event of any such circumstances, and shall resume full performance once the cause of the delay has abated. G. All notices hereunder shall be in writing and sent to the parties at the addresses as set forth below, or to such other individual or address as a party may later designate. Notices shall be sent via personal delivery, courier service, United States mail (postage pre -paid, return receipt requested), express mail service, electronic mail, or fax. Notice shall be effective when delivered, or if refused, when delivery is attempted. Notices delivered during non -working hours shall be deemed to be effective as of the next business day. If the notice relates to a legal matter or dispute, a copy shall be sent to: Keenan & Associates 2355 Crenshaw Blvd., Ste. 200 Torrance, CA 90501 Attn: Legal Department Fax: (310) 533-0573 H. This Agreement may be executed in counterparts and by fax signatures and each shall be deemed to be an original. ,This Space Left Intentional# Blank] Keenan & Associates — Limm, #(451271 I M (,..,Wring 1,n ices Agrccmcn[ Q'M l tichools and Al.nis) t,nfidenrial I,., Qient Use Only (Ree. 114/08/ IG) Nag, G of 13 K Mr.S; Each person signing this Agreement on behalf of a party represents and warrants that he or she has the necessary authority to bind such party and that this Agreement is binding on and enforceable against such party. Ci of R s ead Keenan & Associates_ .. Laurie Lofranco —Signature, Si ature By: Ben B Title: City Manager Title: Senior Vice President, Municipality Practice Leader Address: 8838 East Valley Blvd. Address: 2355 Crenshaw Blvd., Ste. 200 Rosemead, CA 91770 Torrance, CA 90501 Tele h 626-569-2100 Tele hone: 310 212-0363 Attention: Mike Bruckner Attention: Karyn Goodsite E-mail: mbruckne ci ofrosemead.or E-mail: kgoodsite@keenan.com Kaman & Assodws — Liaennc #1451271 BB Consulting Semces Agreement (1'Ml Sel.. , and Munis) Confidential For Client Use Only (Rev. 14/011/16) Page 7 of 13 g Mta, EXHIBIT A-1 Brokerage Services Keenan shall provide the following Brokerage Services: 1. Plan Review — Keenan shall review Client's current Plans and provide information and recommendations regarding insured and/or self-insured options, as requested by Client. 2. Insurance Needs Assessment — Keenan shall work with Client to determine Client's insurance needs. Insurance Marketing Plan — Review, evaluate and negotiate insurance renewals on Client's behalf. Keenan shall prepare and present to Client its plan for marketing Client to various carriers and/or Coverage providers. In furtherance of its plan, Keenan shall contact those markets that it has determined most likely to meet Client's needs, as made known to Keenan, but shall not necessarily contact every available market for the particular Coverage being sought. In so far as practical, Keenan shall honor Client's timely and reasonable requests to contact specific markets, but Keenan shall not be obligated to present Client to any carrier or Coverage provider which Keenan has determined would not be willing to quote Client's business or would not give a competitive quote. 4. Insurance Markedng Results — Keenan shall present to the client, in summary format, information concerning all markets and carriers approached. The summary shall include, as applicable: name of carrier and Coverage providers approached, limits, premium, and deductible. The summary shall also include the names of any carriers or Coverage providers who declined to provide a quote. 5. Review of Insurance Options — Keenan shall present, along with the Marketing Results, a comparison summary highlighting the significant terms and/or differences among the various Coverages quoted. This summary is provided for Client's convenience only. It is Client's responsibility to ask questions and to request any additional information that it deems necessary for it to make an informed decision regarding its insurance or self-insurance program. 6. Obtain Coverage — Once the Client has made its decision, Keenan shall take all steps necessary to communicate Client's decision to the carrier selected and to have the carrier or other Coverage provider bind Coverage on behalf of the Client. 7. Il�lementation — Keenan shall assist Client in the preparation and distribution of materials relating to the implementation of its coverage, for which client shall give final approval. 8. Ongoing Service — Keenan will provide the following ongoing Client support services: — Direction and support with claims resolution and other related issues; — Support with billing/eligibility concerns; -- Acting as a liaison between Client and carriers and vendors and serving as a proactive Client advocate; and — Responding to day-to-day benefit questions from Client and its employees. Kcw nan & Associates — License #0451271 I:ia Cunsulling Sc,,cc, Aga, -mem ON l Schools and hlunis) Confidential Vo, Chem Um Only (Rcc. 04/08/16) Page a of 13 K MLfi EXHIBIT A-2 Consultin{r Services Keenan shall perform the following Associated Consulting Services: 1. Benefit Analysis/Financial Analysis A. Conducting an ongoing review and analysis of the design and performance of Client's current benefit plans ("Plans") and advising Client regarding available options and alternatives, as appropriate. If Client has one or more self-funded plan(s), preparing annual self-funded plan analysis to project costs based on emerging experience, utilization and trend for plan pricing and budgeting purposes. The report will include claims analysis, reserve calculations, trend projections, a review of utilization patterns for evidence of abuse or deviation from anticipated norms, projected funding levels, COBRA rates, and an analysis of cost management techniques and programs for continued appropriateness and efficacy. C. Reviewing claims experience and informing Client of potential impact of developing trends and projected costs (funding levels, COBRA rates). D. Assisting Client with governmental reporting and filings (e.g., 5500's and Summary Annual Reports), as applicable. E. Periodically providing information concerning current developments and trends in employee benefits, and new legislation that may affect Client's Plans. 2. Plan Implementation Services A. Assisting in marketing, review, and implementation of new benefit Plans, as needed. B. Facilitating Client's preparation, review and approval of employee benefits booklets, certificates, insurance policies, and contracts prepared by insurance carriers and vendors providing services to or for the Plans. C. Reviewing and distributing vendor administrative manuals for Clients. D. Assisting in the drafting, review and/or amendment of Plan and related documents. Any Plan documents drafted or reviewed by Keenan and approved by Client under this Agreement shall apply solely to the Plan year during which such Service was provided. They are not intended for use beyond the Plan year for which they were created, reviewed or revised. Keenan shall not be held liable for any direct, punitive, special, consequential or incidental damages, loss of profit or revenue, loss of business, loss or inaccuracy of data or scope of insurance resulting from the continued use of such plan documents or SPD beyond the dates for which they were intended. Kccnan & Assnciams — Liacun #0451271 813 Consulting' kn iacs Agreement (PM]Rhools and Munis) ConGdenoal Nor Client Us, only (12cv. 04/08/16) Patio 0 of 17 j MVS c E. Attending open enrollment, orientation, health fairs, and/or question and answer meetings with Client's employees. A Keenan representative will provide this assistance for up to three (3) days of employee meetings, to be conducted during regular business hours by mutual agreement of the parties. Kcennn & Asmciams—Liccnu #0451271 6R (bnsulting Scrn,u, Agree t.IIM I Schnnle and NNun,) Coneacntiul For Ceau use Only (Acv.04/08/16) Page 10 of 1.i Ml! ❑ BOR on file EX141BIT B Broker of Record Designation This letter confirms that as of July 1, 2023, the organization listed below ("Client") has appointed Keenan & Associates ("Keenan") as the Broker of Record in connection with the following coverages: Medical, Dental, Vision, Life, Disability, EAP, and Section 125 and such additional coverages or insurance (the "Coverage") as Client may from time -to -time request from Keenan. With respect to the Coverage identified in this Exhibit B (and as later amended) Keenan shall have the exclusive authority and right to negotiate with insurance carriers and other coverage providers on Client's behalf. Client shall not seek or acquire quotes directly from any insurance carrier or other coverage provider during the term of this Agreement. Keenan is authorized to provide a copy of this letter to any insurer to demonstrate Keenan's authority to obtain the Coverage. This appointment rescinds any and all previous appointments Client may have made with respect to the Coverage, and shall remain in full force and effect until cancelled in writing with sixty (60) days advance notice. Keenan shall at all times remain an independent contractor and shall not act as or be deemed to be an officer, employee, agent or fiduciary of Client. Client authorizes Keenan to provide representatives of prospective insurers and other coverage providers with all information regarding Client, its operations, employees, and financial status as may be necessary for such insurer or coverage provider to evaluate Client's suitability for coverage and to prepare a quote. Acknowledged and agreed to by: Qw—QLRoacmead Keenan & Associates Signature: Signature: -; B _Ben Kfm Laurie Lofranco Tit e: City Manager Title: Senior Vice President, Municipality Practice Leader Address: 8838 East Valley Blvd.Address: 2355 Crenshaw Blvd., Ste. _ Rosemead, CA 91770 -200 Torrance, CA 90501 ele hone: 626-569-2100 a hone: 310 212-0363 Attention: Mike Bruckner Attention: Karyn Goodsite E-�jl mbruckner ci ofrosemead.or E-mail-kg oodsite a keenan.com KQu,m & A ...... atcs-- Ilcvnsc #0451271 LI3 Cansulung tion iees dgracment tPN I Sehonls and NunlsJ Con6dcn�inl Por Clint lis, Unly )Aev.04/08/16) - Rag, 11 of 1-1 K M1tliti EXHIBIT C Compensation (Option 5 — Customized - Commission Only with Cap, Performance Guarantee) As compensation for its provision of the Services, Keenan shall receive commissions from insurance carriers and/or other vendors for the placement of insurance coverage, with a maximum annual compensation cap of thirty thousand dollars ($30,000); Once all commissions have been received, Keenan shall perform a reconciliation of its compensation, and, in the event that Keenan received more than thirty thousand dollars ($30,000) in commissions, such amounts shall be sent to the Client. Client shall have no responsibility for the payment of any such commission to Keenan. Client acknowledges that commissions paid by insurers to Keenan that are directly related to the insurance coverage purchased by Client as part of the Plans may impact the pricing that Keenan is able to obtain for Client for such coverage. 2. Keenan shall provide a report annually detailing all compensation. 3. Further details addressing overrides and general compensation issues are included in Keenan's Disclosure Policy included on our website at httns: / /ciww.kccnan.com /Disclosure -Policy 4. Performance Guarantee. The following Performance Guarantee shall apply but solely fox the July I. 2023 to June 30, 2024 time frame: A. Consultant shall forfeit up to two thousand five hundred dollars ($2,500) of its July 1, 2023 to June 30, 2024 consulting fee ("Fee' as provided for under the Agreement if Consultant fails to meet the standards below. Nothing in this "Performance Guarantee" is intended to expand the Scope of Services Agreement in effect between Consultant and Client. B. Consultant will be evaluated based on the four standards set forth below. Ten percent (10%) of Consultant's Fee will be credited back to the Client for each standard which is not met by Consultant. In no event, however, shall the total amount credited to Client exceed two thousand five hundred dollars ($2,500) for all four (4) standards combined. (i) Consultant shall prepare and present renewal and any marketing results in a clear, concise and accurate manner. The quotation of an incorrect rate or the selection of the wrong coverage will be deemed to be a failure to meet this standard. (ii) Consultant shall ensure that Employee/Retiree Guides are written in a clear, concise, understandable and accurate manner. Errors in the description of coverage or benefits available or incorrect rates will be deemed a fallure to meet this standard. (iii) Consultant follows assigned projects through to completion and meets mutually agreed upon guidelines. Consultant and Client shall mutually determine the required elements for each project. The required elements shall be in writing and must be approved in writing by each party. Consultant's failure to meet any of Keenan & A.,sowms —License #0451271 IT CunsWting Scmices Agn,e.ot (MMIS6... fl, and Alunis) Confidential For Clknt Use Only (Rc 04/08/16) Pngc 12 of 13 K MLI required elements, unless excused by the Client, shall be deemed to be a failure to meet this standard. (iv) Consultant shall attend and participate in pre -arranged meetings with Client Management, HR Staff and/or Union groups as requested by the Client. The date, time, and place of all such meetings will be established by mutual agreement of the parties. Consultant's failure to attend any such meeting, unless excused in advance by Client, shall be deemed to be a failure to meet this standard. Any Performance Guarantee after the timeframe outlined herein shall be renegotiated and acknowledged via an amendment to this Agreement. Keenan & Mso6e. — l.iccnsc #0451371 1A3 Consulting Sen-iecs Agn,cnn t 01h1l&h<rols and Dlunls) Confidential For Client Use Only (Ree. 04/08/16) Page 13 of 13 K MFS BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement (the Agreement) is entered into .July 1, 2023 ("Effective Date") by and between City of Rosemead, the sponsor ("Sponsor") of one or more health plans (collectively referred hereafter to as the "Plan") and Keenan & Associates (Business Associate). WHEREAS, the Sponsor has independently contracted with Business Associates to provide services to, for or on behalf of the Plan; and WHEREAS, Plan wishes to allow the Business Associate to have access to PHI including but not limited to, EPHI that is either provided to the Business Associate by the Plan or received and created by the Business Associate on behalf of the Plan in the course of providing its services to, for or on behalf of the Plan; WHEREAS, the Plan is required to comply with HIPAA (including, but not limited to, its Privacy Rule and Security Rule), and other governmental regulations relating to the privacy and security of individuals' personally identifiable information. NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, Plan and Business Associate agree as follows: DEFINITIONS Catch-all definition: Terms used, but not otherwise defined, in this Agreement shall have the same meaning as those terms in 45 CFR % 160.103 and 164.501. Specific definitions: (a) Business Associate "Business Associate" shall generally have the same meaning as the term "business associate" at 45 CFR 160.103, and in reference to this Agreement, shall mean Keenan & Associates. (b) Breach shall have the same meaning as the term "breach" in 45 CFR Q 164.402 (c) Covered Entiry shall generally have the same meaning as the term "covered entity" at 45 CFR 160.103, and in reference to this Agreement shall mean the health and welfare benefits plans sponsored by the entity that is signatory to this Agreement. (d) Individual shall have the same meaning as the term "individual" in 45 CFR 4 164.501 and shall include a person who qualities as a personal representative in accordance with 45 CFR 4 164.502(8). (e) Privacy Rule shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 CFR Part 160 and Part 164, Subparts A and E. Keenan & Associates— License #0451271 Business Associate Contract (LoFranco) (Ilea. 07/13/21) Pagc 1 of a K M,P (0 Protected Health Information ("PHI") shall have generally the same meaning as the term "protected health information" in 45 CFR 164.501, and for this Agreement shall be limited to the information created or received by Business Associate from or on behalf of the Covered Entity. (g) Secretary shall mean the Secretary of the Department of Health and Human Services or his designee. (h) Security Rule shall mean the Security Standards for the Protection of Electronic Health Information at 45 CFR Part 160 and Part 164, Subpart A and C. (i) Electronic PHI (E -PHI) shall have the meaning found in the Security Rule 45 CFR, Section 160.103. (j) Security Incident shall have the same meaning as the term "security incident" in 45 CFR Parts 160 and 164, subparts A and C (k) HIPAA Rules shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164. (1) Designated Record Set shall have the same meaning as the term "designated record set" in 45 CFR 164.501. (m) Subcontractor shall have the same meaning as the term "subcontractor" in 45 CFR 5160.103 (n) Unsecured PHI shall have the meaning given the term "unsecured protected health information in 45 CFR 4 164.402. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE Business Associate agrees to: (a) Business Associate agrees to not request, use, or further disclose PHI other than as permitted or required by the Agreement or as permitted or required by law. (b) Business Associate agrees that it shall utilize appropriate physical, administrative and technical safeguards to ensure that the PHI is not used or disclosed in any manner inconsistent with this Agreement. Such safeguards shall include, but not be limited to: (1) establishing policies and procedures to prohibit any employee of Business Associate, who does not have a reasonable need for the PHI in order to accomplish an authorized use or disclosure, from accessing such information and to inform all employees of Business Associate whose services may be used to fulfill obligations under this Agreement of the terms of this Agreement; and (2) disclosing to any agent, Subcontractor or other third party, and requesting from Covered Entity, only the minimum PHI necessary to accomplish the intended purpose of the use, disclosure or request. ("Minimum necessary" shall be interpreted in accordance with the HIPAA Rules.) Business Associate shall provide Covered Entity with such information concerning the safeguards as Covered Entity may reasonably request from time to time. Keenan & Associates— License 90451271 Business Associate Contract (LOFranco) (lice. 117/13/21) pnb . 2 of K h1 (c) Use appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 with respect to electronic PHI, to prevent use or disclosure of PHI other than as provided for by the agreement. (d) Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of PHI by Business Associate in violation of this Agreement. (e) Business Associate agrees to report to Covered Entity, in writing, any use or disclosure by Business Associate of PHI not permitted by this Agreement promptly after Business Associate's first awareness thereof, including but not limited to, any discover, of any inconsistent use or disclosure by Subcontractor of Business Associate. (f) Report to Covered Entity any use or disclosure of PHI not provided for by the Agreement of which it becomes aware, including breaches of Unsecured PHI information as required at 45 CFR 164.410 (without unreasonable delay, and, in no case later than 10 calendar days after discovery of a Breach), and any security incident of which it becomes aware. (g) Business Associate agrees to require that any Subcontractor, to whom it provides PHI received from, or created or received by Business Associate on behalf of Covered Entity, execute a Business Associate Agreement acknowledging its compliance with the HIPAA Rules. (h) Business Associate agrees to provide access to PHI, at the request of Covered Entity, and in the time and manner reasonably designated by Covered Entity, to Covered Entity, or, as directed by Covered Entity, to an Individual in order to meet the requirements under 45 CFR 164.524 (within 30 days after receipt of the request unless there is a 30 day extension.) (i) Business Associate agrees to make any amendment(s) to PHI that the Covered Entity directs or agrees to pursuant to 45 CFR 164.526, and in the time and manner reasonably designated by Covered Entity, in a Designated Record Set, or take other measures as necessary to satisfy Covered Entity's obligations under 45 CFR 164.526 no later than 60 days after the receipt of the request. (j) Business Associate agrees to make its internal practices, books and records relating to the use and disclosure of the PHI available to the Secretary or the Secretary's designee for the purposes of detemuning Covered Entity's compliance with the HIPAA Rules. Business Associate shall immediately notify Covered Entity of its receipt of any such request for access, but in no case later than 60 days after the receipt of the request. (k) Business Associate agrees to document such disclosures of PHI to the extent necessary for Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR § 164.528 no later than 60 days after the receipt of the request. (1) Maintain and make available the information required to provide an accounting of disclosures to either the Covered Entity, or the Individual, as necessary to satisfy Covered Entity's obligations under 45 CFR 164-528 within 60 days after receipt of the request. Keenan & Associates — License #0451271 Business Associate Contract (LoFranco) (R,,,. 07/13/21) Fegc 3 of 8 Fi Ka:s (m) Business Associate agrees to provide Covered Entity, in the time and manner reasonably designated by Covered Entity, information collected in accordance with Section (1) on page 3 of this Agreement, to permit Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR 164.528 no later than 60 days after the receipt of the request. (n) Business Associate agrees to provide information and documentation concerning Business Associate's compliance with this Agreement to the extent reasonably requested by Covered Entity as necessary to permit to respond to third parties' inquiries of and/or claims against Covered Entity relating to use and/or disclosure of PHI and/or for Covered Entity to comply with law(s) relating to its monitoring of compliance with this Agreement. Business Associate shall, upon Covered Entity's request, certify to Covered Entity that it complies with the terms of this Agreement no later than 60 days after the receipt of the request. PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE (a) Except as otherwise limited in this Agreement, Business Associate may obtain and/or use PHI as necessary to perform its obligation to provide services to, for, or on behalf of the Plans, so long as such access and/or use is either permitted or required by law and, provided further, that Business Associate has met all legal requirements for such access and/or use. This specifically includes, but is not limited to, Business Associate's access and/or use of PHI as necessary to perform the services set forth in the service agreement between Business Associate and Sponsor. (b) Business Associate may not use or disclose PHI in a manner that would violate the HIPAA Rules. If the Agreement permits the Business Associate to use or disclose PHI for its own management and administration and legal responsibilities, or for data aggregation services, then disclosure is permitted for the specific uses and disclosures set forth below. i) Business Associate may use PHI for proper management and administration of the Business Associate, or to carry out the legal responsibilities of the Business Associate. ii) Business associate may disclose PHI for the proper management and administration of Business Associate or to carry out the legal responsibilities of the Business Associate, provided the disclosures are required by law, or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that the information will remain confidential and used, or further disclosed, only as required by law or for the purposes for which it was disclosed to the person, and the person notifies Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached. iii) Business Associate may provide data aggregation services relating to the health care operations of the Covered Entity. Keenan & Associates — License 00451271 Business Associate Contract (LOFranco) (Ree. 07/13/21) Pogo JofA OBLIGATIONS OF COVERED ENTITY (a) Covered Entity shall provide Business Associate with the notice of privacy practices that Covered Entity produces in accordance with 45 CFR § 164.520, as well as any changes to such notice. (b) Neither Sponsor nor Covered Entity shall request Business Associate to use or disclose PHI in any manner that would not be permitted or required by law if done by Covered Entity. (c) Covered Entity shall notify Business Associate in writing of any restriction to the use or disclosure of PHI that Covered Entity has agreed to in accordance with 45 CFR § 164.522. INDEMNIFICATION (a) Business Associate agrees to indemnify, and hold harmless, the Covered Entity, its trustees, officers, directors, employees, agents, or representatives, from any claim or penalty- arising out of any improper use and/or disclosure of PHI in violation of the HIPAA Rules, to the extent that such improper use and/or disclosure resulted from Business Associate's negligence or failure to comply with the terms of this Agreement or the HIPAA Rules. (b) The Sponsor and Covered Entity agree to indemnify, and hold harmless, Business Associate and/or all of Business Associate's officers, directors, employees, agents, or representatives, from any claim or penalty from any improper use and/or disclosure of PHI, to the extent that such improper use and/or disclosure resulted from the Sponsor's or Covered Entity's negligence, failure to comply with the terms of this Agreement or the HIPAA Rules, or was based upon the Sponsor's or Covered Entity's written direction to use and/or disclose PHI in the manner challenged. SECURITY Business Associate agrees to: i) Implement safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the electronic PHI that it creates, receives, maintains, or transmits on behalf of the Covered Entity; it) Ensure that any Subcontractor, to whom it provides this information agrees to implement reasonable and appropriate safeguards; if) Report on a quarterly basis to the Covered Entity, in writing, any Security Incident involving Covered Entity's data. If, however, a Security Incident results in the unauthorized disclosure of Unsecured PHI, Business Associate shall notify Covered Entity in accordance with the Breach notification provisions below. iv) Notify Covered Entity no later than ten (10) days after discovery of a Breach of Unsecured PHI.' 'Covered Entity has 60 days from the discovery date of a reportable Breach to report said Breach to the Individual and HHS (if Breach involves 500 or more Individuals.) Keenan & Associates — License #0451271 Business Associate Contract (Lorranco) (Anv. 07/15/21) Pah 5of8 IK F1LS v) Perform the four -factor risk assessment of any Breach that is discovered in accordance with the HIPAA Rules to determine if notification is required, and advise Covered Entity of its findings. vi) Make its policies and procedures, and documentation required by this subpart relating to such safeguards, available to the Secretary for purposes of determining the Covered Entity's compliance with 45 CFR Parts, 162 and 164 and; vii) Authorize termination of the contract by the Covered Entity if the Covered Entity determines that the Business Associate has violated a material term of the contract. TERM AND TERMINATION (a) The Term of this Agreement shall be effective as of the effective date herein and shall terminate when all of the PHI provided by Covered Entity to Business Associate, or created or received by Business Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity, or, if it is infeasible to return or destroy PHI, protections are extended to such information, in accordance with the termination provisions in this Section or on the date Covered Entity terminates for cause as authorized in paragraph (b) of this Section, whichever is sooner. (b) Upon Covered Entity's knowledge of a material Breach by Business Associate, Covered Entity shall provide an opportunity for Business Associate to cure the breach or end the violation and terminate this Agreement. If the Business Associate does not cure the breach or end the violation within the time specified by Covered Entity; Covered Entity shall have the right to immediately terminate this Agreement. Such termination shall not abrogate any rights which Covered Entity has against Business Associate for violation of this Agreement. (c) Upon termination of this Agreement for any reason, Business Associate, with respect to PHI received from Covered Entity, or created, maintained, or received by Business Associate on behalf of Covered Entity, shall: i) Retain only that PHI which is necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities; ii) Return to Covered Entity (or, if agreed to by Covered Entity, destroy) the remaining PHI that the Business Associate still maintains in any form; in) Continue to use appropriate safeguards and comply with the HIPAA Rules regarding the use and disclosure of the PHI, for as long as Business Associate retains the PHI; iv) Not use or disclose the PHI retained by Business Associate other than for the purposes for which such PHI was retained and subject to the same conditions which applied prior to termination; and V) Return to Covered Entity, (or, if agreed to by Covered Entity, destroy) the PHI retained by Business Associate when it is no longer needed by Business Associate for its proper management and administration or to carry out its legal responsibilities. Keenan & Associates— License #0451271 Business Associate Contract (LoFranco) (lice. 07/13/21) N&6ofe MISCELLANEOUS (a) A reference in this Agreement to a section in the Privacy Rule means the section as in effect or as amended, and for which compliance is required. (b) No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party to be charged. The Parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for Business Associate and Covered Entity to comply with the requirements of the HIPAA Rules. (c) Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits both parties to comply with the HIPAA Rules and/or other applicable law. (d) Notices: (i) All reports or notices to Covered Entity pursuant to this Agreement shall be sent to the names and addresses listed on the signature page, or to such other individuals and/or addresses as a party may later designate in writing. Unless expressly prohibited under the HIPAA Rules, such notices and reports may also be sent via email. (ii) All such reports or notices shall be sent by First Class Mail or express courier service, and shall be deemed effective when delivered, or if refused, when delivery is attempted. (e) Nothing expressed or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than the Sponsor, Covered Entity, Business Associate, and their respective successors or assigns, any rights, remedies, obligations or liabilities whatsoever. (f] This Agreement constitutes the complete agreement of the parties relating to the access, use, disclosure and security of PHI and, except as otherwise provided herein, supersedes all prior representations or agreements, whether oral or written, with respect to the confidentiality and security of PHI. (g) The parties hereby agree and affirm that the subject matter of this Agreement is unique, and that it may be impossible to measure the damages which would result to Covered Entity from violations by Business Associate of the agreements set forth herein. Accordingly, in addition to any other remedies which Covered Entity may have at law or in equity, the parties hereby agree that either party shall have the right to have all obligations and other provisions of this Agreement specifically performed by the other party, as applicable, and that either party shall have the right to seek preliminary and permanent injunctive relief to secure specific performance, and to prevent a breach or contemplated breach, of this Agreement, without, in any case, proof of actual damages. (h) Disputes arising out of or relating to this Agreement which cannot be resolved by negotiation between the parties shall be submitted to non-binding mediation. If the dispute is not resolved through mediation, it shall be resolved by final and binding arbitration administered by JAMS dispute resolution service pursuant to its Streamlined Arbitration Rules and Procedures, or such other arbitration procedures as agreed to in writing by the Parties. Negotiation, mediation, and arbitration shall be the exclusive means of dispute resolution between the parties and their respective agents, employees and Keenan & Associates— License #0451271 Business Associate Contract (LoFranco) (Rcv.07/13/21) Pope 7 .178 K kas officers. The site of the arbinntion shall be in Los Angeles, California. A judgment of any court having jurisdiction may be entered upon the award. IN WITNESS WHEREOF, the parties hereto hereby set their hands as of the date first above written. City of Rosemead, as Sponsor and Keenan & Associates Representative of the Plan(s) C Signature Signature: L[� z By. ---' Ben Ki By: —�J- ------ Laurie LoFranco Title: City Manager Title: Municipality Practice Leader Address: — 8838 East Valley Blvd. - Address: 2355 Crenshaw Blvd., Ste. 200 Rosemead, CA 91770 Torrance, CA 90501 Telephone: 626-569-2100 Telephone: 310 212-0363 Attention: Mike Bruckner Attention: Privacy Officer Keenan & Associates - - License #0351271 Business Associate contract (LoFranco) (Ray. 07/13/21) rke 8 o a v15 ACORa CERTIFICATE OF LIABILITY INSURANCE DATE,MM DDA YYY) 01/02/2024 THIS CERTIFICATE IS ISSUED ASA MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT. If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. H SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not Confer rights to the certificate holder in lieu of such endoreement(s). PRODUCER Assured Partners Northeast, LLC. 445 Hamilton Avenue 10th Floor White Plains NY 10601 CONTACT NONE: Jeanne Vezina WE.Eat : (914) 761-9000 FAX. N.). (914) 761-3749 E-MAIL ADDRESS: jeanne.vezina assuredP artners.Com INSURERS) AFFORDING COVERAGE NAICM INSURERA: Charter Oak Fire Insurance Co 25615 INSURED Keenan& Associates c/o The AssuredPaMers Group, LP 450 South Orange Avenue, 4th FI., CNL Tower I Orlando FL 32801 INSURER B: Travelers Property Casualty Company of America 25674 INSURER C: Ace American Insurance Company INSURER o: INSURER E: 1 INSURER F: COUVA ACas CFRTIFICATF NIIMRFR- CL23101617015 REVISION NUMBER: THIS IS TO CERTIFYTHAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE (NSD WVD POLICY NUMBER MMIDDIYYYY POLICY EXP MMMD LIMITS 8838 East Valley Rd Rosemead CA 91770 X COMMERCIALGENERAL LIABILITY EACH OCCURRENCE E 1,000,000 7 DIAIMSMADE © OCCUR DAMAGE TV REN I ED PREMISES Ea ocwrrence E 1,000,000 MED EXP (Any one person) E 10,000 A 63010226998 10/01/2023 10/01/2024 PERSONAL&ADV INJURY E 1,000,000 GEMLAGGREGATE LIMITAPPLIES PER GENERALAGGREGATE E 10,000,000 PRODUCTS - COMP/OPAGG E 2,000,000 X POLICY 0 jEa F7 LOC E OTHER' AUTOMOBILEU BNTY COMBINED SINGLE LIMIT E Ea aaident BODILY INJURY (Per person) E ANYAUTO BODILY INJURY (Per acddent) E OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY N/A PROPERTY DAMAGE E Par amdem E UMBRELLA DABOCCUR EACH OCCURRENCE E AGGREGATE $ EXCESS UAB Co.: :MADE N/A DED RETENTION E E B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNER/EXECUTIVE OFFICERIMEMBER EXCLUDED? an (Mdatary in NH) NIA UB.9P291231-22-14-E 10/01/2023 10/01/2024 X STATUTE ERH E.L. EACH ACCIDENT g 1,000,000 EL DISEASE -EA EMPLOYEE E 1,000,000 E.L. DISEASE - POLICY LIMIT E 1,000,000 If yea, describe uncle! DESCRIPTION OF OPERATIONS below Limit of Insurance: $10,000,000 C CYBER LIABILITY SECURITY& PRIVACY COVERAGE D96553488 71/08/2023 11/06/2024 Deductible: $7,000,000 DESCM"P OFOPEMMMS/LOCATIONS/VEHICLES(ACORO 101, AddKional Remarks SeMdule, may be aaacl H mon space is requir ) .. CAMCEL ATIOU CERT HOLDER T rr SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Rosemead Attn: City Manager AUTHORIZED REPRESENTATIVE 8838 East Valley Rd Rosemead CA 91770 e9 W 1500411lo ACORD DORn-DRAUOn. An nMuw ,caa, iau. ACORD 26 (2016103) The ACORD name and logo are registered marks of ACORD