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HomeMy WebLinkAboutContractHMA TPA Agreement Page 1 4/22 ADMINISTRATIVE SERVICES AGREEMENT DATE: June 22, 2022 PARTIES: City of Renton 1055 S. Grady Way Renton, WA 98057 the “Plan Sponsor” Healthcare Management Administrators, Inc. 10700 Northup Way, Suite 100 Bellevue, WA 98004 HMA” Effective Date: January 1, 2023 Recitals: A.Plan Sponsor has established a self-insured Employee Welfare Benefit Plan (the “Plan”), as defined in the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended, for the purpose of providing certain benefits to its eligible employees and their dependents Participants”); B.Plan Sponsor desires to retain HMA to furnish claims processing and other ministerial services with respect to the Plan; and C.HMA is willing to furnish such services, based upon the terms and conditions set forth in this Administrative Services Agreement (the “Agreement”). NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, Plan Sponsor and HMA agree as follows: Agreement: 1.Definitions. As used in this Agreement, the following terms shall have the following meanings: a)“Effective Date” means the day and year set forth above, which shall be the date this Agreement becomes effective. b)“ERISA” means the Employee Retirement Income Security Act of 1974, as amended. c)“Participants” means those employees of the Plan Sponsor, and their dependents, or other individuals who have met the eligibility requirements of the Plan, have satisfied all other conditions to participation in the Plan, and are properly enrolled in and eligible for benefits under the Plan. d)“Plan Administrator” means the person or organization responsible for the functions and management of the Plan. The Plan Administrator may employ persons or firms to process claims and perform other Plan-connected services. If CAG-22-367DocuSign Envelope ID: B6C668FF-114C-44ED-92DF-784C47B6EBC1 HMA TPA Agreement Page 2 4/22 a Plan Administrator is not appointed in the Plan Document, then the Plan Administrator is the Plan Sponsor. 2. Relationship of Parties. a) HMA Acting In Ministerial Capacity. The parties acknowledge and agree that HMA is acting solely in a ministerial capacity in performing its duties and obligations under this Agreement and shall have no discretionary authority or responsibility with respect to the administration of the Plan. HMA shall have no power to interpret ambiguities or conflicts that may exist in any provision of the Pla n, but shall abide by the decisions of the Plan Administrator on all questions of substance and procedure respecting the Plan. HMA does not insure nor underwrite the liability of the Plan Sponsor under the Plan and shall have no financial risk or liability with respect to the provision of benefits under the Plan. As such, HMA shall not be deemed a “fiduciary” of the Plan within the meaning of ERISA. b) Plan Administrator and Named Fiduciary. The parties agree that Plan Sponsor is, and shall at all times remain, the Plan Administrator and the Named Fiduciary (as defined in ERISA) for purposes of ERISA. The Plan Administrator shall oversee the administration of the Plan and be responsible for complying with all reporting and disclosure requirements of ERISA; shall have the exclusive right to interpret the terms of the Plan and to determine eligibility for coverage and benefits, which determination shall be conclusive and binding on all persons; and shall have final authority with respect to approval or disapproval of any disputed or doubtful claim. HMA is not a fiduciary with respect to this engagement and shall not exercise any discretionary authority or control over the management or administration of the Plan, or the management or disposition of the Plan's assets. HMA shall limit its activities to carrying out ministerial acts of notifying Plan Participants and making benefit payments as required by the Plan. Any matters for which discretion is required, including, but not limited to, decisions on claims and appeals of denied claims, shall be referred by HMA to the Plan Administrator, and HMA shall take direction from the Plan Administrator in all such matters. HMA shall not be responsible for advising the Plan Administrator with respect to its fiduciary responsibilities under the Plan nor for making any recommendations with respect to the investment of Plan assets. HMA may rely on all information provided to it by the Plan Sponsor, as well as the Plan's other vendors. HMA shall not be responsible for determining the existence of Plan assets. c) Independent Contractor Relationship. Notwithstanding anything express or implied in this Agreement to the contrary, the parties acknowledge and agree that HMA is acting as an independent contractor, and for all purposes shall be deemed to be an independent contractor in performing its duties, and fulfilling its obligations, under this Agreement. Neither HMA, nor any individual performing services on its behalf, shall be considered or construed to have created an employee/employer relationship with Plan Sponsor for any purpose whatsoever. 3. Services to be Provided by HMA. a) Summary Plan Description Services. Upon request, HMA shall prepare a Summary Plan Description (SPD) setting forth the benefits and rights of the Plan Participants under the Plan Sponsor’s plan. Final review and approval of the DocuSign Envelope ID: B6C668FF-114C-44ED-92DF-784C47B6EBC1 HMA TPA Agreement Page 3 4/22 SPD will be the responsibility of the Plan Administrator. The preparation of any Summaries of Material Modifications, along with the distribution of the SPD and any amendments is the responsibility of the Plan Administrator. Document translation support and printing/distribution fulfillment support is available upon request for additional fees that will be quoted at the time requested. HMA shall assist the Plan Administrator in communicating to Participants any and all subsequent changes to the Plan approved by Plan Sponsor. b) Open Enrollment Materials Services. Upon request HMA shall prepare and assist the Plan Administrator in distributing benefit booklets to the Plan Participants. Initial booklet supply is not included as a part of the Plan set -up fee. Subsequent supplies are also at the Plan Sponsor’s cost. c) Claims Processing Services. Subject to the provisions of Section 2, HMA agrees to provide the following claims processing and payment processing services, including, but not limited to: i) Answer telephone inquiries from employees of Plan Sponsor regarding eligibility and coverage under the Plan and respond to requests for forms and status inquiries on filed claims and benefit payments. HMA will provide customer service representatives between the hours of 6:00 a.m. to 6:00 p.m. PST, Monday thru Friday, during non-holiday workweeks. ii) Receive and process claims for payment of covered benefits for Plan Participants in accordance with the provisions of the Plan, for claims incurred on and after the Effective Date of this Agreement. iii) Communicate with Plan Participants and health care providers as necessary to obtain additional information deemed necessary to process benefit claims. iv) Request and obtain from the Plan Administrator, as necessary, interpretations with respect to the provisions of the Plan and other guidance as necessary for adjudication of claims. v) Issue and distribute claims payments to providers and/or Participants, from funds provided by the Plan Sponsor, and provide appropriate Explanation of Benefit forms (“EOB’s”) to Plan Participants and health care providers, as applicable. vi) Provide appropriate, timely written notice to a Plan Participant and the provider of claim denial and the opportunity for review of the denial. vii) Provide Plan Administrator with information and supporting documentation associated with a member initiated second level appeal to allow the Plan to render a determination on the appeal. In the event that the Plan has purchased Claim Fiduciary Services, this provision shall not apply. viii) Make available to plan participants and providers claim submission forms for use by Plan Participants in submitting claims to HMA. ix) Apply payment integrity programs and services as outlined in the Claims administrative Fees and/or Client Intent documents. Such programs and DocuSign Envelope ID: B6C668FF-114C-44ED-92DF-784C47B6EBC1 HMA TPA Agreement Page 4 4/22 services include, but are not limited to, coordination of benefits activities, facility and coding review on eligible claims as per our internal thresholds, medical necessity reviews, subrogation and other collection activities, and collection of overpayments or improper payments made to any Participants, as reasonably possible. HMA shall perform the necessary services with respect to obtaining recoveries, including, but not limited to fraud, waste, and abuse claim review services, third party claim recovery/overpayment recovery services, sending questionnaires, providing and receiving documentation, as applicable. HMA has the discretion to utilize the services of a third-party in connection with such matters. Plan Sponsor acknowledges that waiver or reduction of a recovery may be necessary as a result of the particular facts or law applicable to the recovery. HMA shall refer requests for negotiation or waiver of a claim to the Plan Sponsor for final determination. There may be fees for these services as outlined in the Claim Administrative Fee Schedule and/or the Client Intent. In the event that additional recovery services are needed, HMA, subject to the approval of the Plan Sponsor, shall arrange for the purchase of such recovery services. Any fees charge d to HMA for recovery services will be passed on to the Plan Sponsor for payment. HMA reserves the right to retain a nominal percentage of the net recovery to the Plan Sponsor to compensate HMA for increased administrative fees associated with recovery services. x) Screen claims to avoid duplicate payments and maintain procedures that facilitate consistency in claims processing in accordance with the Plan. xi) Prepare such reports concerning Plan Participants’ benefits as the Plan Sponsor, the Plan Administrator and HMA may hereafter agree upon. xii) HMA shall coordinate for the approval of claims for payment by the Plan Sponsor. Once Plan Sponsor has approved the claims via issuing the requested funding then HMA shall pay from the Plan Sponsor bank account, if provided, or shall issue an order to the Plan Sponsor or other person with authority to disburse funds of the Plan Sponsor to pay the expenses of operation of the Plan incurred pursuant to the performance of this Agreement (excluding Plan administration fees unless specifically authorized)HMA shall honor any assignment of benefits of a person eligible for benefits under Plan to any person or institution, which is a proper and qualified assignee if applicable under the terms of the Plan. d) Initial Transition services. When the Plan Administrator desires that HMA begin performance under this Agreement prior to completion and execution of a restated SPD, HMA shall perform claims processing in accordance with the Plan Sponsor’s existing SPD. In no event will HMA process any claims on a “run-in” basis. Nor will claims be processed utilizing a prior carrier/administrator’s network discounts. All claims will be adjudicated in accordance with the terms of the network(s) accessed through HMA. The Plan Sponsor hereby acknowledges that any claims which require reprocessing as a result of changes between the prior SPD or the Plan Sponsor’s instructions and the restated executed SPD will be subject to an additional reprocessing fee at HMA’s discretion. The Plan Sponsor further acknowledges that claims which are paid pursuant to the benefits and exclusions described within the DocuSign Envelope ID: B6C668FF-114C-44ED-92DF-784C47B6EBC1 HMA TPA Agreement Page 5 4/22 prior SPD or the Plan Sponsor’s instructions, may be determined to be ineligible for reimbursement pursuant to any excess loss policy. e) Transparency Regulation Support. To the extent the Plan is obligated under 26 CFR Part 54 [TD 9929], 29 CFR Part 2590, and 45 CFR Parts 147 and 158 (the “Transparency Regulations”) to make filings or obtain approval from any state or other jurisdictional governing agency, HMA will notify and assist the Plan regarding such filings. Subject to the limitation described below, HMA agrees to provide, on behalf of the Plan, all publications of information and disclosures (collectively, “the Disclosures”) necessitated by the price transparency requirements set forth in the Transparency Regulations and the Consolidated Appropriations Act of 2021 Divisions BB and EE, amending the Public Health Service Act, the Internal Revenue Code, and the Employee Retirement Income Security Act (“CAA Transparency Provisions”). Notwithstanding the foregoing, HMA shall have no obligation to make the Disclosures with respect to benefits or services for which HMA is not supporting the Plan (i.e. dialysis carve - outs and Pharmacy services, except those covered under an HMA partner Pharmacy Benefit Manager Contract). HMA shall exercise in its sole discretion in interpreting the applicable federal standards for the Disclosures on behalf of the Plan pursuant to the Transparency Regulations and CAA Transparency Provisions. Under no circumstances shall HMA be liable for the direct or indirect payment of Plan benefits, regardless of fault. f) HB 1065 & No Surprises Act/IDR Balance Billing Support. If the Plan files directly with the State to Opt-in to the HB 1065 program, HMA shall provide standard claim processing services to those qualifying claims. In addition, HMA shall adjust processing to apply pricing as required by 1065 and No Surprises Act regulations and to assist the Plan with good-faith negotiation and arbitration case processing. HMA will apply the outcome of any arbitrator’s decision on the Plan’s behalf. The Plan retains all funding obligations for 1065 and No Surprises Act claims including all ancillary fees and expenses, including but limited to any negotiation support fees charged by HMA and/or its vendor partner . HMA makes no representations implied or otherwise around the Plan’s Stop Loss Carrier’s independent decision to cover the claim amounts included in an award issued by an arbitrator. The Plan should take steps to ensure that their Stop Loss Partner will cover any arbitration award issued in favor of a provider. g) Stop Loss administration support. Provide Stop Loss administration support to the Plan Sponsor. HMA may accept pre-funding checks from Plan Sponsor’s Stop Loss carrier on behalf of the Plan Sponsor, however such acceptance shall not deem HMA a Plan Fiduciary. Plan Sponsor/Administrator retains all fiduciary responsibility associated with the Plan. HMA shall submit reimbursement requests to Plan Sponsor’s stop loss carrier on behalf of Plan Sponsor, however, submission for reimbursement does not guarantee payment under the stop loss policy, and HMA bears no responsibility for the actions of any stop loss carrier. HMA’s support will include, to the extent requested by the Plan Sponsor, facilitating claim submission for prescription drug claims to the Plan’s stop loss carrier. Plan Sponsor acknowledges and agrees that timing of prescription claims including but not limited to refills and grace periods, invoicing of claims, obtainment of any prior authorizations, benefit alignment with DocuSign Envelope ID: B6C668FF-114C-44ED-92DF-784C47B6EBC1 HMA TPA Agreement Page 6 4/22 SPD language and adherence with any substantiation requirements as administered by the PBM that might be required in order for such prescription claims to be eligible for coverage under the applicable stop loss policy are all factors outside of the control of HMA. Plan Sponsor acknowledges that HMA shall not be liable for any prescription related coverage determination made by the Stop Loss Carrier. Furthermore, the Plan Sponsor is responsible for providing approved Summary Plan Documents to the Stop Loss Carrier and acknowledges that delays in timely approval and submission of Summary Plan Description(s) may result in claim reimbursements being held or denied. Plan Sponsor acknowledges that out of Plan exceptions made by the Plan Administrator may not be covered by stop loss without the express advance written consent of the stop loss carrier. All out of Plan exceptions are made at the Plan’s sole risk and liability. h) Plan Sponsor Vendor Payment Administration Support. One of the ministerial functions offered by HMA on behalf of the Plan Sponsor may be the payment of other vendors who have been selected by the Plan Sponsor and who are providing contracted services to the Plan Sponsor’s benefits plan (aka consolidated billing). Timely payment of these vendors is solely contingent upon the Plan Sponsor providing timely funding as stipulated in Section 5(a) of this Agreement. HMA does not insure nor underwrite any liability of the Plan Sponsor or the Plan and shall have no financial risk or liability with respect to the provision of, or payment for, any benefits under the Plan, including but not limited to payments to outside vendors on behalf of the Plan Sponsor. i) HMA Vendor Partners. The work to be performed by HMA under this Agreement may, at its discretion, be performed directly by it or wholly or in part through a subsidiary or affiliate of HMA or under an agreement with an organization, agent, advisor, or other person of its choosing. HMA may delegate certain portions of its work under this Agreement to any other entity. As the ultimate beneficiary of any such agreement, the Plan Sponsor by its execution of this Agreement acknowledges that it will be ultimately responsible for and bound to the payment terms of HMA's contract with the vendor for any costs associated with such services which cannot be incorporated into HMA’s fees or which otherwis e fall outside the scope of this Agreement. HMA is willing to facilitate certain Plan functions on behalf of Plan Sponsor with selected vendor partners of Plan Sponsor under the following conditions: i) HMA reserves the right to charge an additional fee to account for anticipated costs associated with providing services in conjunction with any specific stop loss carrier. Any such fee shall be reflected on Claim Administrative Fee Schedule and/or Client Intent, attached hereto, and will be communicated to Plan Sponsor in advance. ii) HMA reserves the right to charge an additional fee for any custom reporting required by a vendor partner that is beyond HMA’s standard report package. Any such fee shall be reflected on Claim Administrative Fee Schedule and/or Client Intent, attached hereto, and will be communicated to Plan Sponsor in advance. i) HMA shall not be liable for claims processed in error based on information provided by Plan Sponsor or Plan Sponsor’s third party vendor, including but not limited to inaccurate, incomplete or missing eligibility information DocuSign Envelope ID: B6C668FF-114C-44ED-92DF-784C47B6EBC1 HMA TPA Agreement Page 7 4/22 or Plan design changes (ie. broker, stop loss, eligibility vendor, intermediary etc.) on behalf of the Plan Sponsor. j) Fidelity Bond. HMA shall maintain and pay the cost of a fidelity bond in the amount of not less than One Hundred Thousand Dollars ($100,000.00) and an errors and omissions insurance policy in the amount of not less than One Million Dollars ($1,000,000.00) covering HMA and any of its agents or employees who may collect, disburse, or otherwise handle disbursements or payments on behalf of the Plan. k) Record Keeping. HMA shall maintain all records relating to the investigation, processing, and payment of all claims for benefits for a period consistent with its then current record retention policies and procedures or as required by law. Upon termination of this Agreement or upon request, these records shall be transferred to the Plan Sponsor or other person or entity, at the Plan Sponsor's request. l) The Plan Sponsor, the Plan Administrator or their agents or representatives may examine any records maintained by HMA regarding claims for benefit payments, benefits paid and the issuing of checks for payment of benefits under the Plan. 4. Fees to HMA. a) Fees for Claims Processing Services. As compensation for the administration and claims processing services, Plan Sponsor shall pay to HMA the fees set forth on Claim Administrative Fee Schedule and/or Client Intent, which is attached hereto and made a part hereof. Fees shall be based on the number of Participants enrolled under the Plan on the first day of the month in which services are being billed, and shall be due and payable within 10 business days of receipt of monthly invoice. Fees for any newly enrolled Participants entering on or after the first day of the month shall be charged retroactive to the date of enrollment and shall be payable on the first day of the month following the date of enrollment. Any adjustments in fees for retroactive changes in enrollment will be made on the first billing cycle immediately following the submission of the change in writing to HMA. b) Fees from Outside Vendors. HMA may be entitled to a portion of the fees charged by outside vendors, as set forth on Claim Administrative Fee Schedule and/or Client Intent if applicable. c) Use of External Vendors. Plan Sponsor’s use of outside vendors and solutions is subject to review and approval of HMA, which will not be unreasonably withheld, provided that the vendor does not violate any Network restrictions and any operational and data integration expectations required by HMA can be accommodated. Any carve-outs from HMA’s services may require execution of hold harmless and/or Data Confidentiality Agreements. HMA reserves the right to assess an integration fee which shall be assessed to Plan Sponsor along with any ongoing file support fees that the Vendor may charge to send data to HMA on behalf of Plan. Plan Sponsor acknowledges and agrees that they are solely responsible for ensuring compliance with all regulatory requirements and actions of their selected vendors, and understands that HMA’s support of transparency or other regulatory mandates shall not extend to the products or services involving any vendors and/or products/services that are not procured through HMA’s contracts and partnerships . d) Fees for Negotiated Savings. In the event that HMA is able to negotiate a reduced fee charged by a provider, HMA shall be entitled to retain a percentage DocuSign Envelope ID: B6C668FF-114C-44ED-92DF-784C47B6EBC1 HMA TPA Agreement Page 8 4/22 of the negotiated savings as stated in the Claim Administrative Fee Schedule and/or Client Intent. In the event that additional negotiation services are needed, the Plan Sponsor and HMA shall mutually agree upon a fee schedu le for such services. In the event that HMA is able to negotiate additional savings with a preferred (in-network) provider, fees for HMA’s negotiation services will only apply to the additional savings retained below the applicable network rate. e) Shared Savings Programs. HMA offers a variety of Care Management and Condition Management solutions designed to steer utilization and care to optimal site of care and/or provider. HMA’s fees for these programs may include case rates and/or percentage of savings as shown within the current Client Intent and/or Claim Administrative Fee Schedule. HMA shall notify Plan Sponsor of new programs and solutions and advise of fees specific to each offering and provide the opportunity to include these programs within their scope of services with HMA. f) Fees for Repricing of Out of Network Claims. HMA shall be entitled to retain 30% (thirty percent) of the gross savings obtained on all out of network claims that are repriced, reduced by negotiation or reduced due to audit. The remaining 70% (seventy percent) of savings will be passed on to the client in the form of reduced claims costs. There will be no cost to the Plan Sponsor for this service for claims that experience no repricing or negotiated savings. g) Reprocessing Fee. In the event a retroactive amendment or the Plan Sponsor’s failure to fund claims in a timely manner results in the need to reprocess claims, the Plan Sponsor agrees to pay HMA’s reasonable expenses in performing that service. h) Appeals and other PPACA Related Fees. Any fees incurred by HMA on behalf of the Plan for appeal related services, including but not limited to costs incurred by an Independent Review Organization, as well as fees incurred as a result of PPACA mandated services (i.e. language translation assistance services) shall be the sole responsibility of the Plan. i) Bank fees and Charges. All bank related fees or transaction charges (Non- Sufficient Funds fees, dishonored checks, canceled ACH transfers, etc.) incurred by HMA in connection with the services provided to Plan Sponsor shall be the responsibility of Plan Sponsor. j) Right to Change Fees. HMA shall have a right to change any fees charged to the Plan Sponsor hereunder i) as of the first day of any Renewal Term; ii) as of the effective date of any changes in applicable federal and state laws that would expand the scope of the services that HMA has agreed to provide hereunder. iii) notwithstanding the fees in effect under this Agreement, should there be a change in any law or regulation that results in increased costs to HMA, HMA shall increase its fees to cover such increased costs. DocuSign Envelope ID: B6C668FF-114C-44ED-92DF-784C47B6EBC1 HMA TPA Agreement Page 9 4/22 iv) as a result of Plan Amendments, HMA shall have the right to change its fees upon written notice to the Plan Sponsor in the event any amendment to the Plan changes the amount or type of processing, services or responsibilities undertaken by HMA, effective as of the effective date of the amendment. v) as a result of an enrollment change that necessitates a change in how the Plan’s primary networks are setup. Additional network access fees, as applicable, for Primary network access in additional States to accommodate enrollment shifts shall be passed through to the Plan for payment. If HMA elects to change any fees charged to the Plan Sponsor hereunder, HMA shall give prior written notice of such change to the Plan Sponsor as soon as practicable, but in the case of a change pursuant to item (i) no fewer than 30 days prior to the effective date of the change, and the Plan Sponsor may, if it does not want to retain HMA based on the new fee schedule, terminate this Agreement by sending written notice of termination to HMA. 5. Funding of Benefit Payments and other Expenses and Obligations. a) Responsibility for Funding Benefits. Plan Sponsor shall retain the sole responsibility for payment of all Plan benefits. HMA’s role shall at all times be merely to process payment. Funding for benefits by Plan Sponsor shall occur within ten (10) business days of the date written claim notification is sent by HMA, unless a different time period was previously agreed upon in writing. Failure to meet this requirement shall require Plan Sponsor to fund all future obligations under this Agreement by ACH method of payment, and may result in termination of the Agreement under Article 7(d). b) Responsibility for Plan expenses. Plan Sponsor has sole responsibility for payment of all expenses incident to the Plan, including, but not limited to, all premium taxes, or any other tax, including any penalties and interest payable with respect thereto, assessed against Plan Sponsor. In no event shall HMA have the responsibility to provide funding for the payment of benefits to Plan Participants, for payment of premiums for excess loss insurance or for expenses of the Plan. c) Designated Account. The Plan Sponsor shall establish, and at all times maintain in strict compliance with all applicable federal and state laws, specifically including, without limitation, the fiduciary bank account requirements of ERISA, a central disbursement checking account (the “Designated Account”), and shall deposit in said Designated Account sufficient funds to pay: i) all compensation and fees owing to HMA for services rendered hereunder; ii) all benefits owing to Participants in accordance with the terms of the Plan , following receipt of claim notification; iii) all premiums and fees owing by the Plan Sponsor to third parties for excess loss insurance, PPO arrangements and utilization review; and iv) all other authorized costs and expenses incurred by HMA in performing its duties hereunder. DocuSign Envelope ID: B6C668FF-114C-44ED-92DF-784C47B6EBC1 HMA TPA Agreement Page 10 4/22 6. Plan Sponsor Requirements. a) Duty to Provide Data to HMA. Plan Sponsor acknowledges that the effective performance by HMA of the administrative services outlined herein will require that the Plan Sponsor furnish various reports, information, and data to HMA. Plan Sponsor shall provide the following reports and information to HMA, together with such other data as HMA may from time to time request: i) Accurate and timely identification and verification of individuals eligible for benefits under the Plan, kinds of benefits to which such individuals are entitled, date of eligibility and such other information as may be necessary for processing of benefit payments; ii) Notification to HMA, on a monthly or more frequent basis, of all changes in participation whether by reason of termination, change in classification, new enrollment, or any other reason, inclusive of an effective date of such change; iii) Administer its enrollment changes consistent with the terms of coverage it offers under its Summary Plan Description(s). Plan Sponsor must ensure that coverage dates are effective and terminated in accordance with the terms of coverage offered to Plan Participants; iv) File Enroll Clients must review and supply updated/correct termination dates (if applicable) in response to Termination By Absence reporting that shall be supplied to Plan Sponsor via the Employer reporting portal on a weekly basis for changes in enrollments due to a member being dropped from the last file submitted to HMA. Plan Sponsor acknowledges and agrees that HMA is authorized to use the receipt date of the file in which the member was dropped as the date to terminate coverage under the Plan via Termination By Absence handling protocol. Plan Sponsor may use a HRIS/enrollment vendor provided that the Plan Sponsor remains responsible for data accuracy, timeliness of the information passed to HMA and shall ensure file specifications conform to HMA’s file layout requirements which may be updated from time to time with notice to Plan Sponsor and its vendor. HMA shall rely upon the information supplied to it, and shall not be liable for errors resulting from data quality issues received from the file(s) received on Plan Sponsor’s behalf; v) Plan Sponsor shall ensure that its COBRA administrator is provided the accurate termination date and reason for termination for which to base COBRA offers from; vi) The number of Participants covered under the Plan, collectively and separately classified by benefit coverage eligibility, enrollment, geographic area, age, sex, earning level, dependent coverage classifications, and in such other manner, as HMA shall require from time to time. vii) The Social Security numbers for all Participants covered under the Plan. viii) All Plan design modifications and benefit changes shall be communicated to HMA at least ninety (90) days prior to the intended effective date , including review and approval of the SPD, Plan Summaries and DocuSign Envelope ID: B6C668FF-114C-44ED-92DF-784C47B6EBC1 HMA TPA Agreement Page 11 4/22 Amendments. In accordance with the regulations under the Patient Protection and Affordable Care Act (PPACA), Plan Sponsor acknowledges the obligation to notify all plan participants of any plan changes no less than sixty (60) days in advance of the effective date of the modification or change. Retroactive plan design changes may be prohibited under PPACA. b) Duty to Provide Materials. Plan Sponsor shall provide directly to HMA through HMA to applicable third parties, all materials, documents (including summaries for employees), reports, and notice forms, as may be necessary or convenient for the operation of the Plan, or to satisfy the requirements of governing law, as may be determined or prepared from time to time by HMA. Where distribution to employees is required, such materials shall be furnished in sufficient quantity and shall be appropriately distributed by the Plan Administrator. c) Fidelity Bond. The Plan Sponsor shall provide a fidelity bond for fiduciaries and employees as required by ERISA for the benefit of the plan. d) Network Compliance. The Plan Sponsor’s ability to access the Provider Network(s) that it has access to through the access fees paid to HMA under this Agreement is subject to the Plan’s ongoing adherence to Network requirements as may be communicated either by HMA or the Network(s) directly from time to time. Plan understands that failure to comply with requirements may result in the loss of network discounts and/or the ability to use the PPO Network. Examples, of provider network requirements that the Plan will comply with in clude but are not limited to timely payment and reimbursement consistent with the terms of a Provider’s contract with the Network, Plan design requirements, such as maintaining a 10% benefit differential between Preferred/In -Network, Participating, and/or Out-of-Network benefit tiers. 7. Term and Termination. a) Initial Term. The initial term of this Agreement shall be for a period of one year, commencing as of the Effective Date of this Agreement and terminating , if not renewed, one year thereafter (the “Initial Term”), unless sooner terminated in accordance with the provisions of this Paragraph 7. b) Renewal. Renewal of this Agreement shall be accomplished by attaching to this Agreement a revised Client Intent signed by the parties to this Agreement and setting forth the term of such renewal (the “Renewal Term”). In the event a revised Client Intent is not signed by the parties, but the parties continue to perform under this Agreement, then it shall be deemed to be renewed for successive one (1) year periods until terminated. HMA at its sole discretion may continue to provide services for a period of time under the last executed Client Intent but shall be entitled to payment of all fees as outlined in the Renewal Client Intent upon execution without any proration or forgiveness due delay in execution. c) Termination by Either Party. This Agreement may be terminated by either Plan Sponsor or by HMA by written notice of intention to terminate given to the other party, to be effective as of a certain date set forth in the written notice, which shall not be less than ninety (90) days from the date of such notice. DocuSign Envelope ID: B6C668FF-114C-44ED-92DF-784C47B6EBC1 HMA TPA Agreement Page 12 4/22 Upon termination by either party, within thirty days after the date of termination, HMA shall prepare and deliver a complete and final accounting and report as of the date of termination of the financial status of the Plan to the Plan Sponsor, together with all books and records in its possession and control pertaining to the administration of the Plan. All claim files, enrollment materials and other papers necessary for claim payments under the Plan shall be available to the Plan Sponsor upon the date of termination of this Agreement. If requested, HMA will process run-out claims (claims incurred prior to the date of termination). The charge for run-out claim processing will equal 3 months of current administrative fees and the duration will be 12 months. HMA will provide a final accounting to Plan Sponsor on its order. In the event that HMA offers and Plan Sponsor accepts a multi -year fixed rate guarantee for a Renewal Term, Plan Sponsor will be subject to an early termination fee, as described within the Client Intent, if termination occurs prior to the end of the applicable Renewal Term for which the rate guarantee applies for any reason outside HMA’s breach of this Agreement for which indemnification provisions under Section 9 are applicable. The early termination fee will be payable in additional to any run-out service fees or other costs owed by Plan Sponsor to HMA. d) Events Triggering Immediate Termination. In the event of willful misconduct or gross negligence by a party to this Agreement, the other party may terminate this Agreement immediately upon written notice. In addition, HMA shall have the right, in its sole and absolute discretion, to terminate this Agreement immediately if: i) After written notice to cure, the Plan Sponsor fails to cure a material breach of any provision of this Agreement within ten days of the date of the notice to cure. A material breach includes, but is not limited to, failure to pay fees or charges owing HMA, failure to fund benefit payments in a timely manner, or failure to fund the Designated Account as specified in Section 5 above. The notice to cure shall describe the nature of the breach with reasonable particularity; or ii) The Plan Sponsor becomes insolvent, is adjudicated bankrupt, voluntarily files or permits the filing of a petition in bankruptcy, makes an assignment for the benefit of creditors, or seeks any similar relief under any bankruptcy laws or related statutes. e) Termination of Plan. If the Plan is terminated, for whatever reason, this Agreement shall automatically terminate as of the effective date of such termination except as set forth in 7(c) if run-out processing is elected. 8. Effect of Termination. Upon termination of this Agreement, all obligations of HMA hereunder, specifically including but not limited to all obligations to process claims for benefits and disburse benefit payments, shall terminate, and all rights of Plan Sponsor hereunder shall cease, and HMA shall not be liable to Plan Sponsor for any damage whatsoever sustained or arising out of, or alleged to have arisen out of, such termination. Notwithstanding anything express or implied herein to the contrary, the termination of this Agreement shall not affect the right of HMA to receive and recover all fees then owing by the Plan Sponsor to HMA hereunder or the rights of the parties under Sections 9 and 10 of this Agreement. DocuSign Envelope ID: B6C668FF-114C-44ED-92DF-784C47B6EBC1 HMA TPA Agreement Page 13 4/22 9. Indemnification by HMA. HMA agrees to indemnify, defend and to hold Plan Sponsor harmless from any claims, demands, liabilities, judgments, damages, expenses, and losses incurred by Plan Sponsor, including court costs and reasonable attorney's fees, to the extent such claims, demands, liabilities, judgments, damages, expenses, or losses arise out of, or are based upon, HMA’s breach of this Agreement, HMA’s fraudulent, criminal or willful acts of misconduct, or its reckless or grossly negligent acts or omissions in the performance of its duties under this Agreement, except that HMA shall have no indemnity obligation for any such acts by HMA taken in accordance with the plan documents, instructions from Plan Sponsor, or based on information provided by Plan Sponsor, regardless of the foregoing. The provisions of this section shall survive termination of this Agreement. 10. Indemnification by Plan Sponsor. The Plan Sponsor and Plan Administrator agree to indemnify, defend and hold HMA and its employees, officers, directors, and agents harmless from any and all claims, demands, liabilities, judgments, damages, expenses, and losses incurred by or claimed against HMA or its employees, officers, directors, and agents, including court costs, and reasonable attorney fees, which arise out of or relating to Plan Sponsor’s breach of this Agreement or the fraudulent, criminal or willful acts of misconduct or grossly negligent acts or omissions of Plan Sponsor, or any third party engaged by or working on behalf of Plan Sponsor, in connection with the Plan or this Agreement. The provisions of this section shall survive termination of this Agreement. 11. Exclusion from Indemnification. Regardless of fault, HMA shall not be responsible for funding the Plan’s benefit payments, or for Plan Sponsor’s lost profits, extrapolations of improper benefit payments, exemplary, special, punitive or consequential damages . 12. Records Access and Audit Rights. Subject to the provisions of this Paragraph 12, Plan Sponsor may audit HMA’s compliance with its obligations under this Agreement and HMA shall supply Plan Sponsor, with access to information acquired or maintained by HMA in performing services under this Agreement. HMA shall be required to supply only such information which is in its possession and which is reasonably necessary for the Plan Sponsor to conduct such audit, provided that such disclosure is not prohibited by law or by any third-party contracts to which HMA is a signatory. Plan Sponsor hereby represents and warrants that, to the extent any disclosed information contains Protected Health Information (as defined by the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”)) about a Participant, Plan Sponsor has the legal authority to have access to such information. Plan Sponsor shall give HMA 60 days’ prior written notice of its intent to perform such an audit and its need for such information and shall represent to HMA that the information, which will be disclosed therein, is reasonably necessary for the administration of the Plan. All audits and information disclosure shall occur at a reasonable time and place and at the Plan Sponsor’s sole cost and expense. Prior to commencement of any audit, all Auditors will be required to sign an HMA Auditor Agreement. 13. Overpayment or Improper Payment of Plan Benefits. If any payment is made hereunder to an ineligible person, or if it is determined that an overpayment or improper payment has been made to any party, HMA shall make reasonable efforts to recover the overpayment or improper payment, but shall not be required to initiate court proceedings for any such recovery. If HMA is unsuccessful, HMA shall notify Plan Sponsor in order that Plan Sponsor may take such action as may be available to it. 14. Additional Payments to Claimants. Plan Sponsor may, by written notice to HMA signed by an executive officer of the Plan Sponsor, instruct HMA to pay claims, which in HMA’s opinion are not payable under the Plan, upon the condition that such instruction expressly DocuSign Envelope ID: B6C668FF-114C-44ED-92DF-784C47B6EBC1 HMA TPA Agreement Page 14 4/22 releases HMA from any liability in connection therewith. Plan Sponsor hereby acknowledges that such payments will not qualify for credit toward excess or stop loss insurance coverage, and as such, are considered “outside” the Plan, unless otherwise agreed upon in writing by the Plan’s stop-loss carrier. Plan Sponsor retains all legal requirements for such payment. 15. Cooperation in Defense of Claims. HMA and Plan Sponsor shall advise each other as to matters which come to their respective attentions involving potential legal actions or regulatory enforcement activity which involve the Plan or are related to the activities of either party with respect to the Plan or this Agreement and shall promptly advise each other of legal actions or administrative proceedings which have actually commenced. 16. Notice of Third Party Administrator’s Capacity. HMA shall notify all Participants in writing of its identity and its relationship to the Plan and the Plan Sponsor in such form and manner as approved by the Plan Sponsor. 17. Plan’s Compliance with Laws. Plan Sponsor represents and warrants that the Plan presently complies with all applicable federal, state and local laws and regulations, specifically including, but not limited to, ERISA, Mental Health Parity and Addiction Equity Act (“MHPAEA”), Patient Protection and Affordable Care Act (“PPACA”) the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), HIPAA and HITECH, the Consolidated Appropriations Act of 2021, and covenants and agrees that it will, at its sole cost and expense, take all action necessary to cause the Plan’s continued compliance with all applicable federal, state and local laws and regulations during the term of this Agreement. Plan Sponsor is solely responsible for obtaining any actuarial analysis, non- discrimination testing, or actuarial determinations required by the Plan. HMA’s services to assist Plan Sponsor’s with their compliance obligations are limited to directly supporting the services provided by HMA to the Plan Sponsor, and do not extend to any services that the Plan Sponsor is receiving through external parties (i.e. PBM, benefit specific carve - outs, advocacy services, etc.), unless otherwise agreed to in writing by a duly authorized officer of HMA as an addendum to this Agreement, for which the Plan Sponsor remains solely liable. 18. Miscellaneous. a) Entire Agreement. This document is the entire, final and complete Agreement and understanding of the parties regarding the subject matter hereof an d supersedes and replaces all written and oral agreements and understandings heretofore made or existing by and between the parties or their representatives with respect thereto. b) Severability. In the event any one or more of the terms, conditions or provisions contained in the Agreement or any application thereof shall be declared invalid, illegal or unenforceable in any respect by any court of competent jurisdiction, the validity, legality or enforceability of the remaining terms, conditions or provisions of this Agreement and any other application thereof shall not in any way be affected or impaired thereby, and this Agreement shall be construed as if such invalid, illegal or unenforceable provisions were not contained herein. c) Restriction on Assignment. Except as provided in section 3(c), neither party shall assign or transfer any of its rights or delegate any of its duties or obligations hereunder, directly or indirectly, without the prior written consent of the other party; provided, however, that either party may, upon 60 days written notice to the DocuSign Envelope ID: B6C668FF-114C-44ED-92DF-784C47B6EBC1 HMA TPA Agreement Page 15 4/22 other party, assign this Agreement in its entirety to any person or entity, other than a direct competitor of the other party, which acquires the business of the assigning party or with which the party merges or is consolidated or affiliated, provided that the permitted assignee agrees in writing to be bound by the terms of this Agreement. Any attempted assignment, transfer or delegation in violation of this Paragraph 18(c) shall be null and void. d) Notices. All notices, requests, demands and other communications required or permitted to be given or made under the Agreement shall be in writing and shall be deemed delivered, if by personal delivery, on the date of personal delivery, if transmitted and confirmed by electronic mail or facsimile transmission, on the date of the transmission, if by U.S. certified or registered mail, postage prepaid, on the third business day following the date of deposit in the United States mail, or, if by nationally recognized overnight courier services, on the first business day following the date of delivery to such service, and shall be sent to Plan Sponsor or HMA, as the case may be, at the address shown on the first page of this Agreement, or to such other address, person or entity as either party shall designate by notice to the other in accordance herewith. e) Binding Effect. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns. f) No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer on any person, other than the parties hereto, any right or remedy of any nature whatsoever, and nothing in this Agreem ent shall create, or be deemed to create, any rights, obligations or legal relationship between HMA and any Participant in the Plan. g) Fines and Penalties. In the event that Plan Sponsor fails to provide any of the data specified in Article 6 of this Agreement, Plan Sponsor Requirements, and said failure results in a fine or penalty, the full amount of the fine or penalty shall be passed through to Plan Sponsor for payment. h) Force Majeure. The parties will make their best effort to deliver services at the time specified herein. However, neither party shall have an obligation or liability whatsoever arising out of, or in connection with, any delay or failure to perform any of its duties or obligations under this Agreement, or any loss or damage incurred as a result thereof, if such delay or failure is caused, in whole or in part, either directly or indirectly, by act of God, fire, war, riot, civil insurrection, accident, embargo, governmental priority, failure of third partie s to perform, criminal act unless committed by someone in the employ of the offending party), strikes or other labor dispute, decree or order of any court or government, or any other occurrence, act, cause or thing beyond the control of the parties, whether related or unrelated or similar or dissimilar to any of the foregoing, which prevents, hinders or makes fulfillment of this Agreement impractical, any of which shall, without liability, excuse either party from performance of this Agreement. i) Authorization. Plan Sponsor represents and warrants to HMA that: i) it is a corporation duly organized, validly existing and in good standing under the laws of the state in which it is organized; DocuSign Envelope ID: B6C668FF-114C-44ED-92DF-784C47B6EBC1 HMA TPA Agreement Page 16 4/22 ii) the execution, delivery and performance of this Agreement has been duly authorized by all requisite action of Plan Sponsor’s Board of Directors; and iii) this Agreement constitutes a valid and binding contract of Plan Sponsor in accordance with its terms. j) Attorneys’ Fees. In the event of a dispute under this Agreement, the prevailing party shall be entitled to recover reasonable costs and attorneys’ fees incurred in connection with such dispute. k) Waiver. No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any specific waiver constitute a prospective waiver or release the applicable party from any duties for continued performance. No waiver shall be binding unless executed in writing by the party making the waiver. l) Amendment. No supplement, modification or amendment of this Agreement shall be binding, unless the same is in writing and signed by duly authorized representatives of both parties. m) Arbitration. Plan Sponsor and HMA shall submit any and all disputes relating to or arising out of this Agreement to final and binding arbitration. Arbitration will be before a single arbitrator in Seattle, Washington, who is affiliated with a recognized panel of arbitrators such as the American Arbitration Association, Judicial Dispute Resolution or Judicial Arbitration & Mediation Services. Either party may initiate an arbitration by giving written notice to the other of a demand for arbitration. If the parties fail to agree upon the arbitrator to be used within ten (10) days of a party’s arbitration demand, the arbitrator may be appointed by the Superior Court of the State of Washington for King County pursuant to Chapter 7.04 RCW at the instance of either party, and both parties shall submit to the jurisdiction of such court for the purpose of any such appointment. The arbitrator shall be an individual who is or has been actively engaged in the practice of law or who has served as state or federal court judge. Except as otherwise specified by this Agreement or other written agreement of the parties, the arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), using the Expedited Procedures applicable to such rules (irrespective of the size or nature of any party’s claim), but need not be administered by the AAA. The parties agree that any suit brought to compel arbitration or enforce an arbitration award shall be brought in the applicable court in Seattle, WA and the parties consent to jurisdiction thereof for that purpose. n) Governing Law. This Agreement shall be deemed to have been executed and entered into in Bellevue, Washington and shall be governed, construed, performed and enforced in accordance with the laws of the State of Washington, without regard to its conflict of law principles. o) Headings. The headings used in this Agreement are solely for convenience of reference, are not part of this Agreement, and are not to be considered in construing or interpreting this Agreement. p) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instruments. DocuSign Envelope ID: B6C668FF-114C-44ED-92DF-784C47B6EBC1 HMA TPA Agreement Page 17 4/22 q) HIPAA. The Plan Sponsor shall appropriately safeguard and limit the use and disclosure of enrollees’ Protected Health Information, which the Plan Sponsor may receive from HMA, in accordance with the requirements of 45 Code of Federal Regulations §164.504(f)(2).The Plan Sponsor agrees that the Plan will be in compliance with all requirements involving the use or disclosure of protected health information as provided for in 45 C.F.R. Part 164. The duties and responsibilities of HMA in connection with the requirements imposed by HIPAA and regulations promulgated thereunder will be set forth in the Business Associate Agreement entered into between the Parties to this Agreement. r) Proprietary Information, Confidentiality. Neither party shall disclose proprietary information to any other entity without the prior written consent of the party that holds the right, title and interest in the information. Nothing in this section shall prohibit the disclosure of any information required by law, but in the event of any such disclosure, the disclosing party shall immediately notify the other party in writing, describing the circumstances of and extent of the disclosure. This provision shall survive termination of this Agreement. To the extent that the Plan Sponsor requests access to and is granted access to information that is Proprietary and Confidential to HMA and/or one of its Vendors, such as by way of example Provider Network Agreements or negotiated rates, the Plan Sponsor agrees to maintain such data or information in strict confidence and shall not use or disclose any Confidential Information with anyone who is not bound by a non-disclosure Agreement that is as protective as the Plan Sponsor would use for its own proprietary and confidential information. Each party agrees that unauthorized disclosure of Proprietary and Confidential Information of the other party may cause such other party irreparable harm and that any breach or threatened breach of this provision by either party will entitle the other party to seek injunctive relief, without the need of posting a bond, prohibiting the break, in addition to any other legal or equitable remedies available to it, which remedies will not be deemed exclusive, but will be cumulative. s) Systems Property of HMA. To perform its duties hereunder, HMA shall use certain computer systems (including, but not limited to, software) and other systems and property. Such systems and property are proprietary and the exclusive and confidential property of HMA. The hiring of HMA to provide services under this Agreement gives neither Plan Sponsor nor the Plan any right to such systems, or to the inspection thereof. HMA reserves the right to change its systems and other technology at any time and from time to time, without notice or obligation to Plan Sponsor or the Plan. Confidential system property of HMA is not accessible to the Plan Sponsor or Plan Administrator except as provided in Section 12 of this Agreement. t) Marketing/Advertising Authorization. By executing this Agreement, Plan Sponsor consents to HMA’s use of the Plan Sponsor’s company name, logos, trademarks, and identifying information in marketing materials during the period which Plan Sponsor remains an active HMA client. DocuSign Envelope ID: B6C668FF-114C-44ED-92DF-784C47B6EBC1 HMA TPA Agreement Page 18 4/22 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives on the respective dates set forth below, effective as of the day and year first above written. Plan Sponsor: HMA: City of Renton Healthcare Management Administrators, Inc. By: By: Name: Name: Lindsay Harris Title: Title: President, CEO Date: Date: Armondo Pavone Mayor Attest:_____________________________ Jason Seth, City Clerk 11/21/2022 DocuSign Envelope ID: B6C668FF-114C-44ED-92DF-784C47B6EBC1 December 6, 2022 | 10:24 AM PST