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5462
CYPRESS BENEFIT ADMINISTRATORS, LLC
Claims Administration Agreement
Human Resources
LEG 12-1
i/i/2o15
12/31/2015
1/1/2016
2016
Comments:
CLAIMS ADMINISTRATI4N AGREEMENT
Th� Agteement is made and errtered ir�to this first dsy af Januery 2015 belween:
Cfty ai Bremerten {Clie�
345 6th Street, Suite 800
&emerton, WA 9B33T
Md
CYPRESS BENEFfT ADMINISTRATORS, !LC
5560 West Grande Me�lcet Drive
Appleton. WI 54913
Thls document is an admt�etrative agreement cnry aM coMents of this document �wuld rrot be viewed es any cffldal state
or tederal regulatlon(s) interpretatlon or any legal advlce.
YVRNE88ETH
WHEREAS, Cl�ent has estebliahed a benefit plan (called the Plan in thfa Agreementy tbr certain of its employees (hereinaRer
the Phan?; and, .
WNQtEAS. C�ent has requested CYPRESS BENEFlT ADMINISTRATORS, LLC to ad as its aperit wifh�regard to the
paymerrt of oeRain benefita of �e Plan and io fumish oertain servlcea with resped b the Wan.
NOW THEREFORE, in cansideration of the mulual promises and covenerns in this Agreement, CIlent and CYPRE3S
BENEFiT ADMINISTRAT�RS, LLC agree to the provisloris as set forth in this Agreement
ARTICL,E I
DEFIMTtONS
1.1 "Plan° means City of Bremerton Employee iieaRhcare Plen and ehatl be de�igneted by CYPRESS BENEFlT
ADMINISTRATOR3, LLC tor ib�dentification as Group Nlumber S24. .
1.2'Pk�n Doeumertt" mea�s the written re�lea and gulaelin� of Ctien! goveming the �on af the Pten.
1.3 "Claim Account" meana an axouM established by Client for use in sadsfying its Plan payment abGgatlons.
L4 "Employee" and "DependenC' means Employee artd Dependent es desQibed tn eligibif�y provislons of fhe Group
Heal� Cere Plan Doament '
1.5 "Pardcipant" means a person who is etigible to pe�tcl�ate In and reoelve benefits under the Plen.
1.8 "Funds" means ed deposits made by CUer�t into a Claim Aaflw�t to satisfy ib obligetions pwsuent to the P�n
DaumeM artd the terms oi thls Agteemer� induding !he payment oi Plan ber�eflts Insuranae/reinsurar�ce prernlums and
fees due CYPRESS BENEFIT ADMINISTRATORS, LLC.
CIl� o[BremeAOa Admiwmtire Servicn Ag�oeme�f OI,OI.YOI S
ARTtCLE 2
EFFECTIVE DATE
2.1 The term of this Agraemerd (ferm) shall he hom the eflective date of �is Agreemerit January 1, 2015 tc if:s terminaUon
date of, December 3f, 2015 w�h any renewals fhe�after as agr�ed in wrtdng by the perdss.
22 Thls Agreemer� mey be renewed and ita tenn extended by the muhial written agreement of tl�e partiae, at any tlme prior
to the expiration ot tha then eurrent Tenn for up to lwo (2y add�fonal one (n year pertods on the same t�ms and conditfons.
Fees and charges will De established br each subsequertt year 6y mubual agreeme�rt.
ARTlCLE 3 �
PLAN BENEFITS SUB.IECT TO TH1S AGREEMENT
3.1 The Plan bertefits subfed to this Agreemertt ere: Medtca! Admirdatra�on, Cost Contalnment end Subrogadon.
ARTiCI.E 4
CL�NT RESPONSIBWTIE3
4.1 Ciient reta�ns the finel authority and responsibiGty for tlre Plan a►�d ifa ope�. CGerd ghres CYPRESS BEN�FIT
ADMlNISTRATORS, LLC the auUtorfty to ad on behalf of CBeM in connedion with the Plan, but only as expressly atated �
writlng by Cllent and CYPRESS BENEFIT ADMINISTRATORS, LLC.
4.2 CIIeM wIN pay CYPRESS BENEFlT ADMINISTRATORS, LLC charges as set fa�fh in this Agreeme�t,
4,3 CIIeM wlll provide Punds t'or the peymant oi Plan beneflts a9 set brth in the Plan Doament
4.4 CGent will furtdsh the h�formation needed by CYPRESS BENEFlT ADMINISTRATORS, LLC Oo perfonn ita �one
under this Agreement if fhe iniam�etion is readily available. Ir�tormatbn regarding the Plan InGudes any Infonnatlon
conceming the eligibility and enUtlement af persons to receive Plan benef+ts.
4.5 Client wiU relmbwse CYPRESS BENEFR AdMINfSTRATORS, LLC for expenses of any �intirtg andJor malMg metter
prepered espedaliy tar the Plan and pre-eppraved by CUeM, except for expenaes speuhcaUy essumed by CYPRESS
BENEFlT ADMINISTRATORS, LLC In this Agreement
4.6 Gient and CYARESS BENEFlT ADMINISTRATORS wiq nrulua8y lndemnily and hold each other hartr�lesa bom and
egainst aA lasses, Ilabi�tles, damages, expenses (induding reasonable atlomeys' fees and expenses} and other obliqations
��one�a��y "Losses'� resuwng iram or arie(ng out af any daim, demand � laweuit agalnst either paRy in cannectfon with
perfarmence of its dudes under fhls Agreement, except tq the extent such Losses resuit irom or arlse aut of any failure by
efther party tc use reasonable care and due dlligence in the peKormanca af its duties under this Agreement
4.7 Client wdl indemnify and hold CYPRESS BENEFIT ADMINISTRATORS, LLC hatmless agalnst any Ilability expenses,
demand or other abligations resu�ing trom ar arising out af any tax or similar assessmertt {(ederal or state, but excluding any
tax{ea} levied on the fnoome of CYPRESS BENEFIT ADMINISTRATQRS, LLC) (a) whlch CYPRESS BENEFIT
ADMINISTRA70RS, LLC may incur with respeci to Plan beneflts wMdti ere fhe ob8gatlon end Ilab�ity ot Clien� or (b) levied
oro eny charges or (ees peyable by C(lent to CYPRESS BENEFIT ADMINISTRATORS, LLC under lhls Agreement
4.8 Cpar� gives CYPRESS 9ENEFR ADMINISTRA70RS, LLC the autharity, on behaM of Clfen� to engage the services oi a
third party to pravide recovery Gaim servkes on firat party daims induding workere ccmpensaUan, automoblle medicef
paymenls or "No-faul� medical expense ssvings ar reimbursament ciaims; to adva�� subrogaUon claims on behalf oi
Clisnt; end to provids excess and coordinaUon of bene6t clalms services an hehalf oi Caent all in ar.cordance with the tenns
provided in the Plan and oontract F�ms admfnistered by CYPRESS BENEFIT ADMINISTRATORS, LLC. The Cilent IS
bound hy the compensation provisinns as agreed to by CYPRESS BENEFlT ADMINISTRAYORS, LLC unlesa oontrary b
the Plan or other wriften direc3ion of Client Cllent agrees fhat s�h a third pahy hes the authority tu retain open c�ses after
c;ty ora�a,ou aama�iwamK sw�ea ��anau o�.o�so�s ,
tennination of this Agreement and to ccntinue bo receive reascnabfe and customary compensa8on tor such services as
provided tor In the agreement between the third party and CYPRESS BENEFIT ADMINISTRATORB, LLC.
ARTICLE 6
CYPRESS BENEFlT ADMINISTRATORS, L�C RESPON8IBIfJT1E3
5, � CYPRESS BENEFIT ADMINISTRATORS, LLC, as agerrt af CfieM, will pay Plan beneflts in its usual and astomary
manner to and In axordanoe with fhis Agreemerd to or on behalE of Particlpants.
5.2 CYPRE5S BENEFIT AQMINf STRATORS. LLC, as agent for Clfent, wiq notify any Partldpant whose request for Plan
benefits is denfed of the reasons for the denial and of tl�e Participa�s right ta have the denial rev}ewed. The notificaUnn and
revlew w�l be tn a menner agreed upcn by Ciient and CYPRESS BENEFITADMINiSTRATORS, LLC designed fo sadsfy the
requirements of tha Employee RetUement Moome Security Act of 1974 (ERI3A).
5.3 CYPRESS BENEFIT ADMINISTRATORS, LLC will malr�taln, for the duration of tltfs Agreement and for seven (7) years
theteefter, adequate recot;ls of all transadlons between Client, CYPRESS BENEFITApMINI5IRATORS, LLC and
Participants. The Client has the rlght of contlnutng accesa to !ts records, even after termir��on af thfa Agraemant
5.4 Upon Client's request, CYPRESS BENEFIT ADMINISTRATORS, LLC will refer to COent tor detenninatbn: eny disputed
deims; ar�y daima invclving any questlon of eligibil�yr or entitlemant af fhe clalmant for ooverage under the Plan; any
question with respect to the amount of payme�t due; or any other daims or dass of daims CNeM may specify.
5.5 CYPRESS BENEFff ADMINISTRATORS, lLC wiU provlde Clleni servicae and seslsbnoe in oonnection wlth the design
and devetopment of the Plan, initlally and in cannectbn wlth any Plan revlsions. Servias er�d assfatanoe tndude:
w�derw�iting senricea, estimates af initlal Plan costs, oost proJeaia�s snd any proposed Plan revislons, end edvloe regaNing
the preparadon of emptoyes benetjtt boaklelc.
5.8 CYPRESS BElVEFR ADMINISTRATORS, LLC wIA also iumish Client the ltems desciibed in the toUaaring subsedione:
M annual repoR o! Jnformatlon evailable to CYPRESS BENEFIT ADMINISTRATORS, LI.C, which may be needed
by Clier�t to satisfy Plen requir�nerns of appUcable state and fede�al laws. CYPRESS BENEFIT
ApMINISTRATORS, LLC does not prepare 5500 forms but ff requested, but wlll asslat C6ertt by providing
appmpdate data ior the same.
2 Admkdstrabve forms excluding the Emplayee Beneflt BooWeb (prirqing costs to be pafd by Cilenh needed to
Faalitete the performance of CYPRESS BENEFIT ADMINISTRATQRS, L.RC's dudes purauant to this Agreement
CYPRESS BENEFIT AI}MINISTRATORS. LLC will aupply e Plan pocument with the neeeasary language to adopt
we �r�n aes�n sPeanea by c�iem.
5.7 CYPRESS BENEFIT ADMINISTRATORS, LLC wl(I Indemnlfy Client and hold it end Its direetors, otficers, employees,
and ggaMa, harmless irom end apairwt eB deims, lawsuits, setUeme�ts, Judgments, costs, pena�ltles and e�ens�,
Induding legal iiees, wifh respect to fhis Agreement resulNng irom or erising out of tl�e negiigence or the dlshonest,
fraudulent or aiminel eda af CYPRE5S gENEFIT ADMINISTRATORS, LLC or its employees, whe�er aetlng alone or in
colluslan with others.
6.8 CYPRESS BENEFIT ADMINISTRATORS, LLC will noR in eny event assume responsib�llty (or sollcNing bill(s), whether
known to CYPRESS BENEFI7 ADMINISTRATORS, LLC or whtch CYPR�SS BENEFIT ADMINlSTRATORS, lLC has no
knovNedge of, dlrectiy from providers ot services. CYPRESS BENEFIT ApMINISTRATORS, LLC cannoi be held
responslble for processing of daima reoelved during the final week of a poUcy year due to r�ormel operating cydes.
5.9 CYPRESS BENEFIT ADMINISTRATpRS, LLC wlll not !n any evern pdnt dalm cherJcs against en untunded diant's
dahn aca�unt This provision w�l not apply to dlents who maintalo clalm accaurds on theh own check stock or those dfer�ts
who wlre transfer same day funds. Stop bss relmburaement(s) wih be depender�t an Client's edequate and pramp! claims
funding.
5.10 Upon oommenoement of thls Agreemen� end at such other dmes as requested by CGerd, CYPRESS BENEFIT
ADMINIS7RATORS, LLC wi8 conduct meetfngs as reasonabty requested by Cllent to educate CBenCs employees regerding
the claims prooesa andlor changes in the Plan.
Ciry of Bamertcn Adm�i�uative Setvica Ag�eemen101.O 1.ID 13
5.11 CYPRES3 BENEFIT ADMINISTRATORS, LLC ►+ri� oomply, with ap appGcable local, state, end federal laws and
reguleUons gcveming its per(ormance of this Agreement, including, withaut limitetion, laws gavertdng the prabectbn of ncn-
pu6tic, medical or other personal informaflon of Part�anta.
5.12 CYPRE8S BENEFIT ADMINSTRATORS, LlC graMs CGent the right, at Ciient's expenee and following reasonabla
notke, to exemMe CBA's reeards relad�g to the servlces provided by CBA under thia Agreem�t This examinatlan may be
at CYPRESS BENEFIT ADMINS7RA70RS, LlC place at business, or Ihe pardes may agree thet one w more supplementa!
repoRs requesfed by Client pur�ant to Sedfon 5.8 ebava is sufftdent to addr�a ClfenYs audit needs under this SeeUon
5.12
ARTICLE 5
PlAN BENEFIT PAYMENT9
6.1 Cltent autharizes CIIPRESS BENEFIT ADMINISTRATORS, LLC to pay Plan benefds by ehedca dravm on a Clalm
Axount malniained by or ior Clier�t Clie� wlll maintaln in such aaoum amaur�ts of su(ficient Funds for chedcs writlen
agefnst the aocount, withln 2 businesa deys trom nadce oi required funding, by CYFRESS BENEFIT AOMINISTRATORS,
LLC. CIieM wiq enter IMo agreement(s} and issue instruciions to its bank as are necessary to implameM the terms of this
Agreement
ARTICLE 7
CUEpT UABlU'I'Y
7.1 CYPRESS BEPIEFIT ADMINISTRATORS, LLC does not i�sute or undennrite the liebility oi Client under the Plart. Cllent
retelns the ultimate responaibllity for daims made pursuant to the Ptan. Client Is re�onaible far a11 expenses Incldertit ta ths
Plan exoept thcse spedflrally assumed by CYPRESS BENEFIT ADMINISTRATORS, L{.0 in this Agreement
ARTICLE 8
CYPRESS BENEFIT ADAlpWISTRATORB, LLC LIABILITY
8.1 CYPRESS BENEFIT ADMINI3TRATORS, LLC wlll use ressonable care and due ditigence in performar�ce oE its dtdies
nnder this Agreemern
8.2 In the event CYPRESS BENEFIT ADAAINISTRATORS, LLC incomccUy makes vr fails to make any payment pursuant to
tlUs Agreement as a result of the tailure of CYPRESS BENEFfT ApMINl3TRA70R5, LLC to use reasonabfe cere and due
diligence in the performance of its duties under fhla egreement, CYPRESS BENEFIT ADMINISTRATOR3, 11C w81 be Ilable
ior the error unlese the error is the resutt of incorrect informetlon provEded by CCent CYPRESS BENEFIT
ADMtNISTRATORS, LLC reserves the dght to attempi ta reoovar any exoess paymertts IncoRectly made by CYPRESS
BENEFIT ADMINISTRATQRS, LLC pursuar�t to the Agreemerrt.
9.3 CYPRESS BENEFIT ADMINISTRATORS, LLC wU! Indemrtify CGent and its dredors, officers, employees, and sgerds
artd hald thern harmless again$t a!i lcsaea (induding legal tees) resWting hom or arising out of any feilure by CYPRESS
BENEFR ADMINISTRATORS, LLC to uae reasonable c�e and due dfligence in the performance ot its dutl� under this
Agreement, induding tosses resultir�g trom or arlsing out of the dfshor�sk �►eudulent or criminal acls of CYPRESS BENEFtT
AUMINISTRATORS, lLC or lts emptoyeea, actlng abne cr tn collusion with Whers. Thls Ssstion 8.3 Is an additlon b, and
nat a subs�dr�nn for, CYPRESS SENEFIT AE}M1NISTRATOiiS, L.LC.'s obffgadons under Sedion 5.7 above.
ARTICLE 8
COMPEl�fSATlON OF CYPRESS BE'fdEFIT ADMINI3TRATORB, LLC
9.1 For CYPRESS BENBFIT ADMINiSTRATORS, LLC servloes provided pursuant to this Agraemem Client will pey the
charges described in Exhibit I, with payments du�ing any renewal of thls Agreement to be detennined by the written
agreertrent af the parties. Monthly d�arc�es are due end payable on ar before fhe frcst �y of each monlh during fhe
c,entinteanee of thls AgreemenL
Ciry of B�u¢enoa Rdimnutrefi�e 9avicc9 Ag[eansnt O1Al2014
9.2 A grace period of fifteen {1� days without interest wiU be allawed lor the payment ot every charge inwlced dua and
payable aRer the eBeWve deEa of thls Agreement Fallure of Cllent to pay any undisputed charge withfn the greoe ped�l
may result in the termi�tion of this Agreemeni at the snd of the yraoe pedod. Neverthefess, CAent wiU be liable to
CYPRESS BENEFI7 ADMINISTRATORS, LLC fcr d�rges dua and urtpald � of the date c1 t�minatlon.
9.3 My interest aaruing to the Claim aaount, which is not offset by bank recanGlfaUon fees, etc., wpl belong to CA�t
9.4 CYPRESS BENEFR ADMINISTRATORS, LLC compensatlan may indude carnmiasicns, fees, ovenides andlor
rebates from cantractad Vendors.
9.5 Upon CIIenYs request, Cypresa Benefit Administrators, LLC wid adminlster daima prooes�g for clelms fnanred prior
to fhe elfective date of thfs Agreement
aRnc� �o
sEVEaaerunr
t0.1 If any provision of this Agreement is held invalid tsy laar or court ot law, the irnafidity wi11 not aRect arry other provision af
this Agreement The ptdvisions of the Agreement are severable. k is agrsed, however, that the basic purposes of thla
Ag►esment must be achfeved �rough the remafning valid provisions, or thts Agreemern will terminate.
aRnce�»
CAPTION8 AND HEADlNGS
1 LY The captlans and head'mga throughout thls AgreemeM are far fhe comrerdence and teier�ce oNy of the par�es. The
words ot ihe captlons and headings wIU in no wey be held or deemed ta define, describe, explatn, reo�fy ar limft fhe
moaMng at any provieian or the scope or the intent of 1Re AgreemeN.
ARTtCLE 12
AGREEMENT COMPUANCE: NONWANER
121 Failure by Gient, CYPRESS 6ENEFlT ADMINISTRATORS, LLC or both to insist upon oompliance with eny term or
provision oi this Agreement at arry t€me or under eny set af cUamsta�tces will not op�ate to waiae or nullily that provision or
render ft uneniorceable at any other Ume whether fhe ctramslances ere or are not the same. No waiver of arry af the terms
or provi�cns of this Agreement will be vafid or of any farce ot eifect unless in esch Insha�e the wa(ver or mod�flc�tfan ls
coMalned in a wMten memorandum expressing such eltemafive ot modi6ce4an and executed by Client and CYPRES5
BENEFlT ADMINISTRATORS, LLC.
ARTlCLE 13
assia�enR
13.1 My assignment of this Agreement in whole or part, or o� any righta contained In the Agreement wil! make this
Agreemer� be vold nr oi no force or effect.
n�nc� �a
AMENDMENT
14.1 This Agreemertt may be amended only by a written Agreement slgned by Cifent and CYPRESS 9ErfEF(T
ADMINISTRATORS, LLC, which sheil be attadted to and beccme a part ot th� Agreement
ctty oesrerrtsieon aAa�iueeve serv;ca n�Rmanol.ol.Zflis
ARTICLE 18
TERAA(NATION
15.1 This Agreemerrt may be terminabed by Cl�ent or by CYPiiESS BENEFtT ADMlNISTRATORS, LLC at any tfine other
�tan the end of its curreM Term fa!lowirtg not Issa than sixry (6� days written nodoe The written notlee wle state the
effedlve date of the temdnaUon.
15.2 If fhls AgreemeM or the Plan beneflts subJact to this Agreement are tennMated, CYPRESS BENE�IT
ADMIPl13TRATQRS, LLC, upon CflenCe request, wiq oonUnue to admlydster claims inaured but not paid as of the date of
termineUon and fhe provisians ot this A�eement will coMinue in eftect solely far th(s purpose with the fallowing exaeptions:
CYPRESS BENEFIT ADMINISTRATORS, LLC will reoaive 310 per c�im tor a run-0ut period to be determtned by tha CIfeM
prtor to tha tarminedon date.
15.3 Terminadon oi this Agreement witl �ot terminate the rigltts ot obAgaf[�ons oi eith� party wlth respect to arry matter
arising while this Agreemairt was () In eifect or (11) in operatlon eRer tertnMaUon, su� as pursuant to Seqlon 15.2.
15.4 CYPRESS BENEFIT ADMINISTitATORS, LLC wlll rel�se all da�n �les to CIIerR after al{ fees due and payable ta
CYPRESS BENEFIT ADMfNISTRATORS �re peld.
15.5 CYPRESS BENEFI7 ADMINISTFiATORS, LLC may, at its op8on, terminata this Agreement upon the oarurenoe af
any one oc mote of the tollowirtg events an thMy {3� days advance written natice to the Client
4 j C�ient fails to pay eny undfsputed d�arge Invofoed wf�in Ihlrty (30) days efter such charges are d� and paysbte a�
providad tn this Agreement;
2) Clfent fails to perTorm �ts obligaUons regerding Ptan benefits in axordance with this AgreemeM within �Irty (30)
d�ys aRer written nafice irom CYPRESS BEN�FIT ADMINISTRA70RS, LLC of the faflure to parform. Termination
will nat relleva Client at Rs ohligatlon br paymerds ot Plan henefits;
3} CAent amends Plan benefits su�ect to this Agreernent without pdor wrNten acknowledgement of CYPRESS
BENEFlTADMINISTRATORS, LLC;
4) The P(an or the Plan benefits su�ect W this Agreement are tertninsted;
5) A temporary or �rmanent recelver is appointed by eny oourt for all ar sub�anUa!!y ell of the CtlenYs essets, tha
CUent makes s ganenal assignment for the benafit at 1ts are�tore, the Cllent becames Insolverit or subjea tn
Qqaldetion. receivsrehip or aonservalorahFp. or the CBent has a valuntary or invalu�ry pet�ian under any
bankruptcy taw filed against It and Is rrot dismissed withln 80 days oi such 6flng; or
8) CYPRESS BENEFIT AQMINISTRATORS, LLC. faifs to remedy any materia! breach oi this AgreemeM wNhin thirty
(30) days following written notice irom Client W the breach.
15.8 Upon tQrminatlon by Cllerd, If rep�ts other then standard c�sus end monthly Aggregate reRorNng are requested, a fee
oi �Z60 per �eport wiU be charged to Cllent This fee rtumt be paid to CYPRESS BEIVEFIT AOMINISTRATORS, LlC prior to
release of any and ep finel reports. In Ihe circumstanc� whereby requeated repoRs endlor files require apecislized
pro�amming, en eddidanel fee af $125 per hour of programmb�g 8me wip be charged to C6ent
ARTICL.E 18
M�CELLANEOUS
18.1 Client hlres CYPRESS BENEPIT ADMINISTRATORS, LLC ae an independeM cordractor and neither CYPRESS
eENEFIT ADMINISTRATORS, LLC rtor any of its employees are employees of Clleat
18.2 All nfltices required ar desired in connectlon with this AgneemeM shall be sutflciern if gfven by mail addcessed to the
Party receiving the nodae at �e address designated hereln or at sttth address as may be agreed to fn wribng by lhe partles.
IN WfTfYESS WHEREOF, GHent end CYPRESS 6ENEFI7 MMINI3TRATORS, LlC have caused this a�ement b be
executed In thelr names by thetr underslgned oHicers, ihe same being duly aulhcrlied b do so.
City of Brancnan Ada�inlsnative Seroiea Agrt�em 01 O1.201 S
Clty of 8remertcn
CYPRESS BENEFIT ADMINI8TRATORS� LLC
� � L
IVame Neme
�`�l�v a�r
Titla
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�� I�T
Title
12� G j I `--�
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Clry ofBcmoetroa iWmin�cspve Serv�ea A�OI,O1,201!
EXHIBPI' 1
Pursuard ia the CLAIM8 ADMINISTRATiVE AGREFMENT, Clfent wiN pay the fodowing chergeslfees b CYPRESS
BENEFIT AOMINISTRATORS, LLC for servlces provided:
Servloa ChargelFee
(1NlZQ15 —1?J311215)
Except where the oontext indicates othen�rlsa, the toUawing are hased on a per ert�loyee, per month basis:
Medfcal Administradon
PPO Aaseas F�
Utllizatlon Menagement Fee
Cypress ONine
COBRAMIPAA Administratton
Spedatized tS ProgrammfnglReparUng
ID Card Re-prindng Fee
$1T.75
As oontraded with PPO
$4.50
Induded
$1.50
5125/ Haur
$1 per card
A 5100 minlmum monthly invalce chargs epp�les for groups v,�ith lesa than 50 eruolled employee livea.
The tollowing are e�ressed as a peresntage of tataf savings, discoants and recovaries:
Passive PPO Aocess Fee 3396 of SavingslDlacount
Provider DiSCaunt Negotiatioris 3396 af SavingslDls�nt
Subrogatlon Adminlsiratloe 3396 af Reaovery ptus the oost of eny coundl endlor IAigadan fees
Over Payment Reooverles 3396 af Recavery — From Hospital APlAR AUd'ds
ARGUS AuditslGost Contafnment 339�6 of SavingslDisco�t
The bllowing fees are assocfafed wi�h plen chenge requests and are used to oilaet legel revierv, implementa8on, plan build
ptogramming end casts assocfated as a resuR of arry required changes ta re�g. Note: Amendment Fees do nat apply to
plan char�ges thet are a resuft oi legielative or mandated ini�atives.
Restated Med�i Plan Doeument (SPD)
Amendments
Medical P�an Programming
Audibrtg (Retro AdjuatmenCa/plan tha►�ges)
SBC's (5ummary ot Benefd Coverage)
pass ihrough cost fmm Vendor
$1�
�
3250 plus $t0 per re-prucessed clalm
$aoo per b�efit pfan
.
Cypress Beneflt Adminisaatars may reaeive admintsGaaon cammiss3ons, fees ar�d/ar rebates hom �rariaus coMraded
vendors Indud'usg but noi Bmited to stop loss, the Pi�armacy Beneflts Manager (PBM), Perticipattng Provider Organizadons
(PPO), Utilizetlon Manegement Companies, recovery, audibng, traud struse and detedion end nsgatlating organizaBans, to
o([cet costs of intagratlon and the administration program with the Heatth Ptan. Commiss'rons, fees andlot rebates are used
by Cypresa Senefit AdminisErators in provfding a variely o! senrices induding but not limRed to integration of data and
IniormeUor� inio reporting gRd stop tose daims, providing b�ling end remitfance servioes, coordlnating erunllment and
tertnir�etlon infortnaffon, and produdng tdentificadan carda. Any commissfa�s, tees endlor rebates rec�ived by other entitles
ere to be dlsdosed by the receiving perty. •
Ciry af 8ranxAOSt Adndais0otiv2 Seroicea A�snt 0l.Ol Z01 S
FORM BUSINESS ASSOCIATE ADDENDUM
1. PREAMBLE
City of Bremerlon ("Covered Entity'� and Cypre.ss Benefit Adrainistratois, LLC ("Business Associate'� (joindy "the
Parties") wish to modify the Administra6ve Servic�s Agrecment ("Agreement"} to incorporate the tera�s of this Addendum
to comply with the �equic�ements of• (i) me implecAeating reg�letions ei 45 C.F.R Pattg 160. 162, and 164 for the
Administra6ve Simplificadan provisiotts of Tidc II, Subtide F of the Healdt Insuraace Pottability and Accouatab�ity Act
of 1996 ("HYPAA") (i.e,, the HIPA.A Privacy� Security� Electrvnio Transactioq $r+each Notification, end Eafoncement
Rules ("the Implesnenting Rcguletioas'�), (ii) the requirements of the Heelth lnfonnation Technolcgy for Economic and
Clinica! Health Aci� as incorporated in t]te Amerecan Recovery and Reinvv�sstrnent Act ofZ009 (the "HITECH Act"} that arc
spplicable to business essacietes, ar (iii} the �irEments of the final modifications to thc HIE'AA Privacy, Sec�uity.
Enforcement� aad Bresc!► Natifica6on Rules es issued on January 25, 2013 and effective March 26, Z013 (75 Fed. Reg.
5566 ()aa. 25. 2013)) ("the Finai Regulatians"). The Implementing Regu{ations� the HITECH Ac� and tha Fina1
Regulations are colleetively refemed to in this Addendum es "the HIPAA Requirements "
Covered Entity and Business Associate ege,ee tv incorporate into this Addeadum any regulations issued by the U.S.
Departrne� of Health end Htunan Services ("DHHS'� with respect to the HIPAA Requirerneots that relate to We obligations
of business associates end that ere reguired to be (or should be) reflected in a business associete eg�eement Busieess
Associate recogni�s and egrers that it is obligated by law to meet the epplicable proviaioc�s of tht HIPAA Requitetnent�
end that it hes dir�ct liebility for say violations of the H1PAA Requicements.
2. LJE�'�MT60NS
(a) "Breach" shall meaa, as defined in 45 C.F.R. § 164.402, the acquisition, access, use or disclosure of
Unsecwed Prottcted Health Infom�ation in a manner not permitted by ihe HIPAA Rcquirements that
compromises the sec�uity or ptivecy of thei Protected Health Inforn�atioa.
(b) "Busiaess Assoctate Subcontractor" shall mean, as defined in 45 C.F.R § 160.103. eny endty (including
an agent) that creates, receives, maintains or tiansmits Protected Healdt Informatioa on behalf of $usiness
A$saciate.
(c) "Electronic PHl' shall mean, as defined in 45 C.F.R. § 160.103, Protected Health Infarn�a�oa that is
transmitted or maietained in any Electronic Media.
(d) "LimJled Datv SeP' shel! mean, es defined in 45 C.F.R § 164.514(e), Ptotected Health information that
excludes the following direct identifiers of the individual ar of relatives, employers, or household members
of t�te indlvidual:
(i) Nemes;
(ii) Postel address information, other than town or ciry, State, and zip code;
(iii) Telephone numbers;
(iv) Fax numbas;
(v) Electronic meil addmsses;
(vi) Social security numbers;
(vii) Medical �zcord numbers;
(viii) Healdi plan beneCciary aumbers;
(ix} Account numbers;
(x) CerdficatrJlicer�e numbers;
(ni) Vehicle iden6fiers and serial n�nbecs, including license plate numbers;
(aai) Device identifers and serisi numbers;
(xiii) Web Universal Resotucc Locators (URis);
(xiv} Internet Protocol (IP) address numbera; _
(xv) Biometric identifie�, includiag finger and voicc print�; and
(xvi) Full face �hotographic images and any camparable images.
{e) "Protecled Heallh Injormotion" or "PHl" shall mean, as defined in 45 C.F.R. § 160.103, it�formadon
created or received by a Health Care Provider, Health Plan. employer� or Health Cere Clearinghouse. that:
(i) reletes to the past, pres�nt, or future �ysical or mental he�th or conditioa of ea individual. provision of
hes[th care to the individual� or the Fast, preset� or future payment for provision of kealth care to the
individual; (ii) ideatifia the individual, or with rcspxt to which there is a rrasonable basis to believe the
information caa be used to ideatify the iridividual; and (iii) is trensmitted or maiatained in an electronic
medium, or in any oth� form or medium. The use of the term "Protected Heatth Infarmation" or "PHI" in
this Addendum shall mean both Electr+nnic PHI and non-Electronic PHI. unless another mesning is clesrly
specified.
(� "Secwity Incident" shaU mean, es defined in 45 C.FR § 164384. the attempied ar successtul uneuthorized
access, use, disclosure, modificatian� or drstruction of infom�ation or interference with system operadons
in an information system.
(� "Urlsecro�ed Protected Heolth Informatra�" shell mean, as de6ned in 45 C.FR § 164.402, Protecte�f Health
Infarmatioa �at is not rendered unusable, t�nreadable, or iad�ciphersble to unaudiorirtd gersons throug,�
the use of a technology ar methodolo�r specified by DHHS.
(h) A11 other capitalized terms used in this Addetuium shall have We meanings sct forth in ihe appliceble
defuudons under t}ie HIPAA Requirements.
�! ;_.:_ ' �
(a) 1n the event of an inconsistency beta�n the provisions of this Addendum and e meodatory term of fi�e
HIPAA Requirements (as these tems� mey be express(y ameaded fmm tune to time by the D[�iS or as a
cesult of interp�etations by DHHS, e court, or another regulatory agency with authority over the Parties),
the interpneta�on of DF�IS� such court or regulat�y ege�ecy shall prevail. In the event of a conflict among
the interpretations of these entities, the coaflict shall be resolved in acxordettee witb niles of precedence.
(b) Where prnvisioas of this Addendum are differart from thosc rosndated by the HIPAA Requiremenb, but
arc nonetheless permltted by the H�AA Requirements, the provision9 of this Addendum shall control.
(c) Except as expressly provided ia the I�AA Ra�uirements or this Addendum, ttsis Addendum does oot
create any rights ia t6ird garties.
4. SPECII�I� �tEQU�NTS
(a) Flow Down of Obli�t�'�c s tn �cs�ine�„s Associate Subcontractors Business Associat�e ag�rees that as
required by the HIPAA Rcquiraments, Business Associate will enter into a written ageement with all
Business Associate Subcontractors that (i) requires them to comply with the Privacy and Security Rute
provisions of this Addendum in the seme menner as �equired of Business Assaciate, end (ii) noti8es such
Business Associate Subcoatrgctots that thcy rtn7! iacur liability under the HIE'AA Requicements far rro�-
compliance with such provisions. AccardinglY, Business Associace shall ensu�+e that ell Business Assnciate
Subcontractors agrx in writing to the same privecy and security restrictions, conditions and reqirirements
that apply to Bugines.s Associate witb respect to PHi.
� _ii. :_y � ' �,_ �� � u�.: ,
(i) Permrtted Uses and Disclasures oJPHI. Business Associate agrees to create. r+eceive� us� disclose�
maiatain or transmit PHl only in a mannor that is consistent with this Adde�wn or thc HIPAA
Requirements and only in oonnecc�on with providing the sesvices tn Covered En6ry idcntified in
the Ageeement Accordingly, in �oviding services to or for the Coveesd Entiry� Busine9s
Associete, for example, will be pecmitted to use and disclose PHt for "Treatmont, Payment, and
Heal� Care Operations; as those tern�s are defiaed in the HIPAA Requirema�ts. Busiaess
Assaciate fiufher agrees ihat to the extent ii is carryiag out one or more of the Covered Entity's
obligations under the Privacy Rule (Subpart E of 45 C.F.R. Part lb4), it shell wmply with the
requirements of the Privacy Rule that apply to the Covered Entity in the perfoimeacx of such
obligations.
(1) Bvsiness Associate s6all report to Covered Entity aay use or disclosure of PHl thet is not
provided for in this Addendum, including n�porting Breaches of Unsecvred Prntected
Health Informe6on a4 c�equired by 45 C.FR. § 164.410 and t+equired by Section 4(cj(ii)
below.
(2) Business Associate shall esteblish� implement end main�ain appropriate sateguerds, aad
comply with the Security Stendards (Subpazt C of 45 C.F.R Pert 164) with respeet to
Electronic PFII, as necessery to pnvent any use or diselosure of PHI other than as ptovided
for by this Addendum.
(ii) Business A.ssociate Oblrgations. As permitted by the HIPAA Requireraents� Bu�siness Associate
also may use or disclose PHI recelved by the Bnsiness Associete in its capacity as a Business
Associete to the Covered Entity for Business Associate's own operadans if
(1) the gsg relates to: (1) the proper menagemeat and administratian of the Busin�ss Associate
or to cany out legal responsibilides of the Business Associat� or (2} data aggegatioa
scrvices relaEing to thc hea[th care opctationa of the Covered Eatity; or
(2) the disclosure of iafom�etion received in such r,npacity will be made in coanecdon wlth e
function. r�sponsibility, or services to be performed by the Business Assceiate, aad such
disclosure is requa�cd by lew or the Business Associate obtains reasonable sssurances from
the person to whom the information is disclosed that it will be held confidential aad the
persoa agrees ta notify the Business Associate of any 6reaches of c�nfideMiality.
(iii) Mi�imuin Neceasary SYurrdard and Creation af Linrited Duta Set. Business Assoclate's usq
disclosure, or request of PHI shall utilize a LLnited Data Set if practicable. Otherwise, in
performfng the functiona end activities a9 specified ia the Agreement aad this Adaeadeun, Businaas
Associate sgi�ees to us� disdose, or request only the minimum necessary PHI to accamplish ihe
intended porpose of the use, disclosure� or requat�
(iv) Access. Ia accordance with 45 CF.R. § 164.5?�1 of the HIPAA Requirements, Bus�neess Associate
well make aveilable to the Covered Endty (or es directed by t1�e Cavered Entiry� to those individuals
w6o are the subjed of the PHI (or their designces)� their PHI in thc Desi�ated Record Set
Business Associate shall mek�e sach information available in an eledronic format wl�e dir�ected
by the Covered Enti1y.
(v) Disclosure Accnraiti�g. Business Associate shall malce available the infaanation necess$cy to
p�ovide an accounting of disclosures of PHI es provided for in 45 C.F.R. § 164.528 of the HiPAA
Re9uiremerns by malring such information available to the Covered Entiry or (at the direction of
the Covered Entity) making such informetian avail�ble directly to the indivldusl,
(vi) Amendneent. Business Associate shall make PHI in a Desi�eted Record Set available for
atnendmer�t and, as dinected by the Cover�ed Entity, incorporate any amendmeat to PHI in
accordance with 45 C.F.R. § 164.52b of the HIPAA Requirements.
(vii) Rigbt to Request Restrictio�s on tfie Disdosta�e ojPHl and Cor�fidentla! Commrmtcalia�s. if an
individuat submits a Request for Restriction or Request for Confideatial Commuaications to tbe
Business Associate. Business Associate and Covenod Entity agree that Busincss Associate, on
behelf of Covered F.ntity, will evaluat�e $nd respc�nd to these requests accarding to Busintss
Assoclste's own pratedur�s for such requests.
{viii) Re1rQn or Deslruction of PHL Upon t6e tercaination or expiratian of the Agreement or this
Addendwm, Business Assaciate agrees to r�eturn the PHI to Coverod Entity. destroy the PHI (and
r+etsir► no copies), or if Business Associate detennines tfiet rehua or destn�ction of t�te PHI is not
feasible, {a) co�inue to exterid the protecbions of this Addendum end ofthe HIPAA Requiremnnt�
to the PHI, and (b) Wnit any fl�rther uses aad disclosu�+es of the PHI to We purpose meking rehirn
or destrucoon infeasible.
(ix) AvailabiJity of Books and Records. Bvsiness Associate shall make available to DHHS or its agerts
the Business Associate's internal prectices. b�ks� and reoords r�laang to the tue end disclosure of
PHI in oonnecdon with this Addeadum.
(x) Te►zninatio� for ��eacb.
(1) Business Associate agrees that Covcred F.ntity shal) t�ave the right to terminate this
Addeadum or sxk other remedies if Businass Associatc violates a matecial term of this
Addendum.
(2) Covered Enary a� that Business Associate shall have tiie right to terminate this
Addendum or seek other remedies if Covered Entity violetes a material term of this
Addeadum.
(c) ��cnation and Securitv Staadar�ds
(i) Business Associate witl develop, document, implemen� maintain, and use aPP���
Administrative, Technical� and P�►ysical Safeguards to greserve the Integrity, Con6dentielity, aud
Availability of, and to prevent aon-permitted use or disclosure of, Electronic PfII cxeated or
received far or from ihe Covered Eadty.
(ii) Business Associate agrces thei with respect to El�tronic PW, these 3afeguards, at a minimum,
shall meet the requirements ofthe H[PAA Security Stendards applicable to Husiaess Associate.
(iii) More speci6cally, to comply with the I-IIPAq Security Standards for Electroruc PHI, Busineas
Associete e�+ees tbat it shaJl:
(1) tmplemeat Administrative, Physical. and Tcehnical Safeguands consistent with (and as
reqnired by) the H�AA Security Standards that reasonably proted the Confidentiality,
Integrity, end Availsbility of Eleck+�nic P'Hi that Business Associate creates, rnceives,
maintaias, ar trattsmits on behaff of Cov�rcd F.Mity, Business qssociate shall develop and
implement policies end piocedures that mcet �e documentation nquirements as required
by die FiII�AA Requirements;
(Z) As also provided for �n Sectian 4(a) above, ensure t6at any Business tSssociate
Subcontractor egrees to nr�plement r�easonable and appropriate safeguards to protect the
Electronic PHI;
(3) Report to Covered Entiry any unauthorized access, use, disclosure� modification, or
deswction of PFII (includmg Electronic PHi} not perniltted by tWs Addeadum, applicable
law� or permittcd by Covered Entity ia writing ("Successful Security Incidents" or
Brosches) of which Business Associate becomes awarc. Husiness Associate shall ieport
such Successfeil Securiry Incidents or Breadte� tn Cover+ed Entiry as specified 'm Section
4(e�iii�l);
(4) For Securiry lncidents that do not result in unauthari�ed acc� use, disclosure�
modificatian, or destruction af PHI (iacluding for ptuposes of eacernple and eot for
Purposes of limitatioq Pinga on Basinesa Associate's Srewall� port scans, atiempts to log
onto a system or e�rter a detabase with an invalid password ar usemame, denial-0f�service
attacks tbst do not result ia tha system being taken aff-line, cr melware such as worms or
viruses) (hereinafter "Unsuccessfu! Secauity lncide�'�. aggneBate the ctata end, upon the
Covcred Entity's written request, repart to the Covered Entity in accardence with the
�T�B �l�irements ideatified in Secdon 4(e)(iiix2�
(5) Take aU commercially reasonable steps to miGgate� to the extcnt practicable, any harmful
effect that is known to Bus�ness .4ssociate c+esulting fmm any unauthorized access, use,
discloswz, modification. or d�udion of PHI;
(6) Pertnit terrninstion of this Addendum if the Covered Entity detennines that Bttsiness
Associate has violated a matedal ta�n of this Addendtun with r�spect to Business
Associate's security obligations and Business Associate is uneble to cure the violation; end
(7) Upon Covered Endty's tequest, provide Covered Entity with access to and oopies of
documentation ngarding Business Aasociate's safeguards for PHI and Electronic PHI,
(d) Cflmpliance with HIPAA Transt�ction Standards
C) �PP��nan oj fffPAA Trc�sactiwe Slandards. Business Associate will condnct Standsrd
Transactions consisteat with 45 C.F.R. Pert 1 G2 for or on behelf ofthe Covered Entity to the ext,ent
such Stenderd Tt�sactions ere required iu the course of Business Associate's perfomiing services
uader the Ageemeat and this Addendum f� thc Covened Entity. As p:ovided for ia Section 4(a)
above, Busiaess Associate will require any Business Assoc�ate Subcontractor ittvolved with the
conduct of such Standard T�ansactions to comply with each applicable requ.imment of 45 C.F.R.
Part 162. Furdter� Busiaess Asspoiete wili aot �ter into. or pdmit its SubcontracWrs to e�er into,
eny trading partner egr�t�ent in cannectiaa with tl�e conduct of Standard Treasections for or on
behatf of the Cove�d Fadty thst
{2 ) Changes the definitioq data coadidon. or use of a data eleinrnt or segment in a 5tandard
Trensacdon;
(2) Adds any data element or segment to the maximum deGned data se�
(3) Uses asry code or data element that is n�erked "not used" in the Standard Trensac6on's
implementation specification or is not in the Standard Transaction's implementation
specificatian; or
(4) Cha»ges the meaning ar intent ofthe Standerd 1'ransaction's implementation specification.
(ii) Spec�c Cwnmw�icalions. B�siness Associete, plen Sponsor and Covered Entiry rtcognize and
agrce that cnmmunicatinns between the p�rties Wat are required to meet the Stanciards for
Electronic Transactions will mext the Staadards set by that regu�ation. Comm�micedans between
Plan Sponsor and B�iness Asso�iate� or between Plan Sponsor and the Covered Endty� do noi
aced to comply with the HIPAA Standards for Electronic Transactions. Accordingly, unless sgreed
otherwise by the Parties in writing. all cotnmunications rf any} for purposes of "Enrollment" es
that tcrm is defined in 45 C.FR Pert 162� Subpart O or for "Health Covered Endty Premiwn
Payment Date," as that tecm is defined in 4S C.F.R Part 162� Subpart Q, shall be conduded betwe�
the Plen Sperosor end eithe� Business Associate or the Covered Endty. For ell such oommunicatioes
d.
e.
f.
(iv)
ldentity what corrective action Business Associate (or Business Associate
Subcontractor) took ar will take to prevent furth� non-permiued accesses, uses,
or disclosures;
Identify what Business Associate (or Business Associete Subcontiactor) did or will
do to mitigate arry deleterious effect of the nor:-pennitted access, use� ordisclosure;
8nd
Provide such other info�mation, including a written report, as the Covered Entiry
may reasonebly request.
(2) For Unsuccessfnl Security tncidents� Husiness Associate shall pcnvide Covered Entity,
upon its written request, a report that (i) identifies the categories of Unsucassful Security
lncidents as described in Section 4(c}{iiix4); (ii) indicates whetiier Business Associate
bel icves its (or its Business Associete Subcontractor's) current defaesive security measures
are adequate to addrass el) Unsuccessful Securiry lncidents, given the scope and nat�ue of
such att�empts; and (iii) if the securiry measures are not adequate, the measures Business
Associate (or Business Associate Subcontractor) will implement m address the security
inadequscies.
Terminaior�.
( l) Cavered Entity and Business Associate each will have the right to terminate this Addendum
if the other party has engaged in a pattern otactivity or practice that constitutes a materiel
brcach or violation of Business Associate's or the Covered Endty's respective obligations
rcgarding PHl under this Addendum end. on nodce of such material breach or violation
from the Covered Entity or Business Associate, fails to take reasonable steps to cure the
material breach or end the violation.
(2) If Business Associate or the Covered Entity fail to cure the material breach or end the
violation after the other party's natice� the Covered Entiry oe Husintss Associate (as
applicable) rrtey terminate this Addendum by providiog Business Associate or the Coveral
Entity written nodce ot tertninedon, stating the nncured material breach or violation that
provides the basis for d�e terminetion aed specifying the ef�'ective date of tha termination.
Such termination shal) be effective 60 days trom this termination notice.
(v) Continuing Privacy �rd Security Obligotions. Business Associate's aad tl�e Coveraf Entity's
obligation to protect the privacy and security of the PHl it cr�eated, rcceived, maintained. a
trensmitted in connection with services to be provided under the Agrcemem end tbis Addet�dum
will be continuous and survive termination, caneellation, expirarion, or other conclusion of this
Addendum or the Agrcement Husiness Assuciate's other obligations end rights, and the Cover�ed
Encity's obligations end right� upon termenation, cancellation. expiration, or ocher conclusion of
this Addendam� are those set forth in this Addendum and/or the Agreement
POR City of Bremerton
Signatu� ,�i���
Title ��
Date li " ��— ��j
FOR Cypress Benefit Administrators
Signature ��
Title Presldent — Cbo�ess BeneRt Adminlstramrs
Date llll8/2014