HomeMy WebLinkAbout5738BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement'(this "BAA"), effective October 10, 2017 (the
"Effective Date"), is entered into by and between the City of Bremerton (the "Business Associate")
and Molina Healthcare of Washington,,Inca (the "Company") (each a "Party" and collectively the
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"Parties"). For purposes of this Agreement, the Business Associate will act via the Bremerton Fire
Department.
WHEREAS, the Parties have engaged or intend to engage in one or more agreements
(each, an "Agreement" and collectively, the l"Agreements") which allows the exchange of PHI (the
"Services") on behalf of the Company;
WHEREAS, the Parties are committed to complying with the Health Insurance Portability
and Accountability Act of 1996 ("HIPAA")land the Health Information Technology for Economic
and Clinical Health Act ("HITECH") and any regulations promulgated thereunder
(collectively the "HIPAA Rules"); and
WHEREAS, this BAA, in conjunction with the HIPAA Rules, sets forth the terms and
conditions pursuant to which protected health information (in any format) that is created by or
received from the Company or a third party ion behalf of the Company, y ,-.,I be handled between the
Business Associate and the Company and with third parties during the term of the Agreement(s)
and after its termination.
NOW THEREFORE, the Parties agree as follows:
1. DEFINITIONS
Unless otherwise provided for in this BAA, terms used in this -BAA shall have the same
meanings as set forth in the HIPAA Rules lincluding, but not limited to the following:
"Availability," "Confidentiality," "Data Aggregation," "Designated Record Set," "Health Care
Operations," "Integrity," "Minimum Necessary," "Notice of Privacy Practices," "Required By
Law," "Secretary," and "Subcontractor." Specific definitions are as follows:
"Breach" shall have the same meariing as the term "breach" at 45 CFR 164.402.
"Business Associate" shall have the same meaning as the term "business associate" at 45
CFR 160.103 and in reference to the party to this BAA, shall mean the first party listed in the
first paragraph of this BAA.
"Compliance Date" shall mean, in each case, the date by which compliance is required
under the referenced provision of the HIPAA, the HITECH Act or the HIPAA Rules, as
applicable; provided that, in any case for which that date occurs prior to the effective date of this
BAA, the Compliance Date shall mean the effective date of this BAA.
meaning as the term "electronic protected
Molina Healthcare Omnibus BAA - Single State 1-1-17
"or "Electronic PHI" shall have the same
information" at 45 CFR 160.103.
"HIPAA Rules" shall mean the Privacy, Security, Breach Notification, and Enforcement
Rules at 45 CFR Part 160 and Part 164.
"Protected Health Information" or `PHI" shall have the same meaning as the term
"protected health information" at 45 CFR 160.103.
"Privacy Rule" means the Standard's for Privacy of Individually Identifiable Health
Information, set forth at 45 CFR Parts 160 and 164.
"Security Incident" shall have the same meaning as the term "security incident" at 45
CFR 164.304. 1
"Security Rule" means the Security Standards for the Protection of Electronic Protected
Health Information, set forth at 45 CFR Parts 160 and 164.
"Services" shall mean, to the extent and only to the extent they involve the creation, use
or disclosure of PHI, the services provided by the Business Associate to the Company under the
Agreement(s), including those set forth in this BAA, as amended by written consent of the
parties from time to time.
"Unsecured PHI" shall have the same meaning as the term "unsecured Protected Health
Information" at 45 CFR 164.402. 1
2. GENERAL PROVISIONS
2.1 Effect. This BAA supersedes any prior business associate agreement between the
Parties and those portions of any Agreement between the Parties that involve the disclosure of
PHI by the Company to Business Associate. To the extent any conflict or inconsistency between
this BAA and the terms and conditions of any Agreement exists, the terms of this BAA shall
prevail.
2.2 Amendment. The Compan
this BAA to maintain consistency and/or (
directive, regulation, or government spons
business days' notice to the Business Ass(
compliance. The Company may otherwise
business days prior written notice to the B
parties as evidenced by the amendment be
execute a mutually agreeable amendment
receipt of the Company's written notice to
immediately terminate this BAA and any.
the Business Associate's use or disclosure
Agreement(s) on behalf of the Company.
Molina Healthcare Omnibus BAA - Single State 1-1.17
y may, without Business Associate's consent, amend
ompliance with any state or federal law,'policy,
ored program requirement, upon forty-five (45)
ciate unless a shorter timeframe is necessary for
materially amend this BAA only after forty-five (45)
ustness Associate and only if mutually agreed to by the
in executed by each party hereto. If the Parties fail to
mithin forty-five (45) days of the Business Associate's
amend this BAA, the Company shall have the right to
kgreement(s) between the Parties which may require
of PHI in performance of services described in such
3. SCOPE OF USE AND
3.1 The Business Associate may use or disclose PHI as required to provide Services
and satisfy its obligations under the Agreeinent(s), if such use or disclosure of PHI would not
violate the Privacy Rule.
3.2 The Business Associate may not use or further disclose PHI in a manner that
would violate the Privacy Rule if done by the Company, except that the Business Associate may
use or disclose PHI as necessary:
a. for the proper management and administration of the Business Associate as provided
in Section 3.3; and
b. to provide Data Aggregation services relating to the Health Care Operations of the
Company if required under the Agreement.
3.3 The Business Associate may use or disclose PHI for the proper management and
administration of the Business Associate or to carry out the legal responsibilities of the Business
Associate. Any disclosures of PHI under this section may be made only if:
a. the disclosures are required by law, or
b. the Business Associate obtains reasonable assurances from the person to whom the
PHI is disclosed that the PHI w ll remain confidential and used or further disclosed
only as required by law or for the purposes for which it was disclosed to the person,
and the person notifies the Business Associate of any instances of which it is aware in
which the confidentiality of the! PHI has been breached.
3.4 The Business Associate shall not request, use or release more than the Minimum
Necessary amount of PHI required to accomplish the purpose of the use or disclosure and shall
comply with 42 U.S.C. § 17935(b) as of its Compliance Date. The Business Associate hereby
acknowledges that all PHI created or received from, or on behalf of, the Company, is as between
the parties, the sole property of the Company.
3.5 The Business Associate or its agents or Subcontractors shall not perform any
work outside the United States of America that involves access to, use of, or disclosure of, PHI
without the prior written consent of the Company in each instance.
4. OBLIGATIONS OF THE
The Business Associate shall:
4.1 Not use or disclose PHI
Required by Law.
Molina Healthcare Omnibus BAA - Single State 1-1-17
ASSOCIATE
than permitted or required by this BAA or as
4.2 Establish and use
disclosure of PHI.
safeguards to prevent the unauthorized use or
4.3 Implement administrative, physical, and technical safeguards that reasonably and
appropriately protect the Confidentiality, Integrity, and Availability of the Electronic PHI that it
creates, receives, maintains, or transmits on behalf of the Company. The Business Associate
shall, as of the Compliance Date, comply with the applicable standards at Subpart C of 45 CFR
Part 164.
4.4 Promptly report to the Company any unauthorized use or disclosure of PHI,
Breach of Unsecured PHI, or Security Incident, within no more than five (5) days, after Business
Associate becomes aware of the unauthorized use or disclosure of PHI, Breach of Unsecured
PHI or Security Incident. The Business Associate shall take all reasonable steps to mitigate any
harmful effects of such unauthorized use or disclosure, Breach of Unsecured PHI, or Security
Incident. The Business Associate shall indemnify the Company against any losses, damages,
expenses or other liabilities including reasonable attorney's fees incurred as a result of the
Business Associate's or its agent's or Subcontractor's unauthorized use or disclosure of PHI,
Breach of Unsecured PHI, or Security Incident, including, but not limited to, the costs of
notifying individuals affected by a Breach lof Unsecured PHI. Indemnification is subject to an
ability to demonstrate that no agency relationship exists between the parties.
4.5 The Business Associate shall, following discovery of a Breach of Unsecured PHI,
notify the Company of such Breach as required at 45 CFR 164.410, without unreasonable delay,
and in no event more than thirty (30) days after the discovery of the Breach. The notification by
the Business Associate to the Company shall include: (1) the identification of each individual
whose Unsecured PHI was accessed, acquired, used or disclosed during the Breach; and (2) any
other available information that the Company is. required to include in its notification to
individuals affected by the Breach including, but not limited to, the following:
a. a brief description of what happened, including the date of the Breach and the date of
the discovery of the Breach;
b. a description of the types of Unsecured PHI that were involved in the Breach; and
c. a brief description of what the Business Associate is doing to investigate the Breach,
to mitigate harm to individuals and to protect against any further Breaches.
4.6 In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), if applicable,
ensure that any Subcontractors or agents that create, receive, maintain, or transmit PHI on behalf
of the Business Associate agree to the same restrictions, conditions, and requirements that apply
to the Business Associate with respect to such information.
4.7 Within ten (10) days of receiving a request, make available PHI in a Designated
Record Set to the Company as necessary to satisfy the Company's obligations under 45 CFR
Molina Healthcare Omnibus BAA - Single State 1-1-17
4.8 Within fifteen (15) days of
a Designated Record Set as directed or agr
iving a request, make any amendment(s) to PHI in
to by the Company pursuant to 45 CFR 164.526.
4.9 Maintain and make available to the Company, within twenty (20) days of
receiving a request, the information required to provide an accounting of disclosures to the
individual as necessary to satisfy the Company's obligations under 45 CFR 164.528.
4.10 Make its internal practices, books and records relating to the use or disclosure of
PHI received from or on behalf of the Company available to the Company or the U. S. Secretary
of Health and Human Services for purposes of determining compliance with the HIPAA Rules.
4.11 To the extent the Business
in the HIPAA Rules) on behalf of the Cor
HIPAA Rules, "Administrative Requirem
date(s) and shall not: (a) change the defini
segment in a standard; (b) add any data el
(c) use any code or data elements that are
implementation specification or are not in
change the meaning or intent of the stands
Associate shall comply with any applicabl
provide the Secretary with adequate docui
Title 42 U.S.C. Section 1320d-2.
associate conducts Standard Transaction(s) (as defined
pany; Business Associate shall comply with the
nts," 45 C.F.R. Part 162, by the applicable compliance
ion, data condition or use of a data element or
rents or segments to the maximum defined data set;
ither marked "not used" in the standard's
he standard's implementation specification(s); or (d)
d's implementation specifications. The Business
certification and compliance requirements (and
entation of such compliance) under subsection (h) of
4.12 To the extent the Business Associate is to carry out one or more of the
Company's obligation(s) under Subpart E of 45 CFR Part 164, comply with the requirements
of Subpart E that apply to the Company in the performance of such obligation(s).
5. MISCELLANEOUS
5.1 Indemnification. In additio
party will indemnify and defend the other
damages, expenses or other liabilities, inc
of any breach by such party'of any repress
obligation expressly contained herein by
other representatives.
5.1.A Should a legal dispute
meaning of a provision of this Agrees
fees.
5.2 Interpretation. Any amb
compliance with the HIPAA Rules.
5.3 No Third Party Beneficiari
to confer, nor shall anything herein confet
respective successors or assigns of the Pas
whatsoever.
Molina Healthcare Omnibus BAA - Single Shahe 1.1-17
to any indemnities set forth in the Agreement(s), each
arty from and against any and all claims, losses,
.ding reasonable attorney's fees, incurred as a result
station, warranty, covenant, agreement or other
ch party, its employees, agents, Subcontractors or
between the Parties as to -any obligation under or
each Party shall pay all its own costs and attorney's
ty in this BAA shall be interpreted to permit
;. Nothing express or implied in this BAA is intended
upon any person other than the Parties and the
yes, any rights, remedies, obligations, or liabilities
5.4 Governine Law and Venue.
notwithstanding any conflicts of law provi.,
County Superior Court.
This BAA shall be governed by j*ashingtori law
ions to the contrary. The venue shall be the Kitsap
5.5 Notices. Any notices to be given hereunder to a Party shall be made via certified
U.S. Mail or express courier to such Party's address given below, and/or (other than for the
delivery of fees) via facsimile to the facsimile telephone numbers listed below:
If to Business Associate, to:
City of Bremerton Fire Department
911 Park Avenue
Bremerton, WA 98337
Attn:.Fire Chief
Fax: (360)473-5397
If to the Company, to:
6. TERM AND TERMINATION OF BAA
Molina Healthcare, Inc.
200 Oceangate, Suite 100
Long Beach, CA 90802
Attn: Privacy Official
Fax: 562-499-0789
6.1 Term. The Term of this BAA shall be effective as of the effective date set forth in
the first paragraph of this BAA, and shall tIerminate on date that the last Agreement remaining in
force between the parties is terminated or expires, or on the date either Party terminates as
authorized in paragraph 6.2 below, whichever is sooner.
6.2 Termination. Either Party may terminate for convenience or cause upon five (5)
days written notice to the other Party.
6.3 Obligations of Business A!
BAA for any reason, and if feasible, Busi;
to by the Company, destroy all PHI receiN
received by Business Associate on behalf
maintains in any form. If PHI is destroye
with certification of such destruction. BL
except as Required By Law. If return or c
from the Company, or created, maintainer
Company, is not feasible, Business Assoc
Molina Healthcare Onmibus BAA - Single State 1.1-17
ociate Upon Termination. Upon termination of this
;ss Associate shall return to the Company or, if agreed
d from the Company, or created, maintained, or
f the Company, that the Business Associate still
, Business Associate agrees to provide the Company
iness Associate shall not retain any copies of PHI
struction of all PHI, and all copies of PHI, received
or received by Business Associate on behalf of the
to shall:
Continue to use appropriate sa
164 with respect to Electronic
as provided for in this Section
and
eguards and comply with Subpart C of 45 CFR Part
'HI to prevent use or disclosure of the PHI, other than
i, for as long as Business Associate retains the PHI;
b. Not use or disclose the PHI redained by Business Associate other than for the
purposes for which such PHI was retained and subject to the same conditions set
forth in Section.3 above which applied prior to termination.
6.4 Survival. The obligations of Business Associate under this Section shall survive
the termination of this BAA and remain in force as long as Business Associate stores or
maintains PHI in any form or format (including archival data). Termination of the BAA shall
not affect any of the provisions of this BAA that, by wording or nature, are intended to remain
effective and to continue in operation.
INTENDING TO BE LEGALLY BOUT'
executed by their duly authorized represen
"Business Associate"
nnlr' iT�Tame
Mayor, City of Bremerton 10 /S
'I 111C a
Molina Healthcare Omnibus BAA -Single State 1-1-17
), the parties hereto have caused this BAA to be
tives.
"Company"
tgnatuic
Timothy Zevnik
Print Name
Privacy OMciai loot. l L
Title D21C
MOLINA HEALTHCARE, INC. MUTUAL DATA EXCHANGE
NON -DISCLOSURE AGREEMENT
This Nondisclosure Agreement (the "Agreement") dated as of this 10th day of October, 2017 (the
"Effective Date") is between Molina Healthcare, Inc., its subsidiaries and affiliates, ("Molina") having a
principal place of business at 21540 301h Drive SE Ste 400, Bothell, WA 98021, and the City of Bremerton
("Receiving Party" or "City"), having a principal place of business at (345 6th Street, Suite 600, Bremerton,
WA 98337) (each a "Party" and collectively the "Parties"). For purposes of this Agreement, the City of
Bremerton will act via the Bremerton Fire Department.
PURPOSE. The Parties shall have
information (as defined below) for the sole
utilizers who are established Molina memt
management services. Additionally, under
communicate with each other about a men
such disclosure actually take place, to prote
disclosure, the Parties agree as follows:
1. Confidential Information. As uses
mean all trade secrets (if any) or confiden
Protected Health Information ("PHI") about
concerning patients, members, and provide
health plan members, employees and'provi+
limited to rates, financials, business develo
responses and preparation therefore, respoi
inventions, developments, business relatior
information developed, known, accessed or
either Party in connection with Purpose, desi
by the use of an appropriate 'confidential sta
confidential or proprietary information is disc
foregoing, information which is orally or visu,
an appropriate letter, proprietary stamp or le
state, prior to the disclosure, that the inform
that a reasonable Party would consider it to
confidential or proprietary. Confidential Inf(
notes, studies or other documehts prepared
(as defined below) to the extent they con
Confidential Information of the other Party,
inspection of any 'proprietary equipment ' or
objects embodying Confidential information,
-cess to, and engage in a mutual exchange of confidential
purpose of allowing the Parties to identify frequent EMS
:rs, and to allow referral by the City to Molina for care
this Agreement, the City and Molina will be able to
bees medical and/or behavioral health conditions. Should
:t such confidential information from unauthorized use and
in this Agreement, the term "Confidential Information" shall
ial or proprietary' information, including, but not limited to,
each Party's patients and members; personal information
s; financial information relating to either Party's operations,
ers; and proprietary business information, including but not
,ment, strategic information, contract terms, research, RFP
ses and evaluations of RFP determinations and/or awards,
ships, client or member lists, vendor contracts, and other
acquired as a result, or in relation to services provided by
Inated as such in writing by either Party, whether by letter or
ip or legend, prior to or at the time any such trade secret or
)sed by either Party to the other Party. Notwithstanding the
ly disclosed by either Party, or is disclosed in writing without
end, shall constitute Confidential Information if 1)the Parties
tion is confidential., 2) the nature of the information is such
ie confidential, or 3) the Parties know that the information is
rmation shall also include: (i) all analyses, compilations,
by or on behalf of either Party or any of its representatives
ain, reflect or are based upon or derived from any such
And (ii) any information which can be obtained by visual
materials, including hardware, software; or other physical
provided to either Party.
Notwithstanding the broadness of the definition of Confidential Information, this section does not
authorize release of information beyond the Purpose of this Agreement.
Notwithstanding the foregoing, Confidential Information shall not include information which: (a) is
or becomes part of the public domain without breach of this Agreement; (b) the Parties can establish by
competent proof was known to either Party prior to disclosure hereunder; (c) each Party can establish has
been independently developed by either Party without the use of any Confidential Information; or, (d) is
explicitly approved for release bj written authorization of either Party.
2. Protected Health' Information.
and their Representatives may have acct
as such term is defined by 45 C.F.R. 164
with the Privacy Rule issued by the U.S.
Insurance Portability and Accountability A+
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connection with the Purpose of this Agreement, the Parties
s to and receive certain Protected Health Information ("PHI")
01. Such PHI may be used or disclosed only in accordance
)epartment of Health and Human Services under the Health
of 1996 ("HIPAA"). Furthermore, the Parties must safeguard
any electronic protected health information tt
other Party as required by the Security Ri
Services under HIPAA and under Subtitle
Clinical Health Act ("HITECH Act") provision
("ARRA") and its implementing regulations.
the laws and regulations noted above whett
"Business Associate" under HIPAA, the HITE
at they create, receive, maintain, or transmit on behalf of the
ile issued by the U.S. Department of Health and Human
) of the Health Information Technology for Economic and
s in the American Recovery and Reinvestment Act of 2009
Each Party may only use or disclose PHI in accordance to
or or not the Parties, or any individual Party, qualifies as a
:H Act, ARRA and their respective. regulations.
Each Party agrees, and shall cause its respective representatives to agree, not to use or disclose
PHI it receives other than as permitted ori required by law or this Agreement, to use commercially
reasonable and appropriate safeguards to prevent the use or disclosure of the PHI other than for the
Purpose of this Agreement, to mitigate, to the extent practicable, any harmful effect that is known to either
Party or its representatives of a use or disclosure of PHI by each Party or its Representatives in violation
of this Agreement, and to report to the other Party any use or disclosure of PHI not provided for by this
Agreement. Except as otherwise permitted herein, upon termination of this Agreement for any reason,
each Party shall return or destroy, and shall cause its representatives to return or destroy, all PHI
received from the other Party. Each Party and its representatives shall retain no copies of any PHI
provided during the consideration of a Possible Transaction.
3. Non -Disclosure and Use. Each
Confidential Information, except as and to
Confidential Information for any purpose
engineer, de -compile or disassemble any I
the other Party's Confidential Information
Confidential Information of the other Pa
protection in any country that is filed on beh
Confidential Information to manufacture, or
derived from the other Party's -Confidential
of any unauthorized use or disclosure of its
possession of such Confidential Information
reproduce any of the other Party's Confic
permission; and, (h) promptly destroy or
Information of the Party and all copies there
foregoing, either Party may disclose the otl
and contractors (collectively, "Representath
out the Purpose, provided that each such P
and provided further that any Representativ
bound hereby. The Parties understand and
of any reports or analyses prepared by th
internal controls or risk management polici
Agreement by its Representatives.
4. Disclosure Required by Law. If (
the other Party transmits the Confidential
interrogations, requests for information c
process) to disclose any of the Confidentia
the other Party with prompt written noticE
appropriate remedy and/or waive complian
order or other remedy is not obtained, or
Agreement, the other Party or its Repre;
Information which it is legally required to c
assurance, to the extent that such assu
accorded the Confidential Information.
5, OwnershIg: No License. Each I
all such Confidential Information to the
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arty agrees that it shall (a), not disclose the other Party's
the extent expressly permitted hereby; (b) not use Molina's
other than the Purpose specified above; (c) not reverse
ardware, software, or other physical objects which embody
or permit any third Party to do the same; (d) not include
ty in any application for patent or utility model or design
Of of, assigned to, or licensed by either Party; (e) not use the
!nable manufacture by itself or third Parties, products that are
nformation; (f) promptly notify the other Party upon discovery
Confidential Information and take reasonable steps to regain
and prevent further breach of this Agreement; (g) not copy or
antial Information without the other Party's express written
return to the other Party, upon request, all Confidential
Df (and certify to such action in writing). Notwithstanding the
er Party's Confidential Information to its officers, employees
es") who need to know the Confidential Information to cavy
3presentative is informed of the provisions of this Agreement
a who is not an officer or employee of the Party agrees to be
agree that Representatives of either Party may retain copies
:m for the other Party if required by such Representative's
m. Each Party shall be responsible for any breach of this
ther Party or any of its Representatives, or anyone to whom
Information, becomes legally obligated (by oral questions,
documents, subpoena, investigative demand or similar
Information, the Parties will use their best efforts to provide
so that each Party may seek a protective order or other
;e with the provisions of this Agreement. If such protective
either Parry waives compliance with the provisions of this
entatives will furnish only that portion of the Confidential
sclose and will exercise its diligent efforts to obtain reliable
ince can be obtained, that confidential treatment will be
represents and warrants that it has the authority to provide
ir Party pursuant to the terms hereof. All Confidential
-2-
Information, including all drawings, docui
Information provided by either Party and all c
each Party. Either Party shall not, by virtue c
acquire any right or license, express or irr
copyright, invention, discovery or improveme
ants and other tangible manifestations of Confidential
pies and reproductions thereof, shall remain the property of
this Agreement or the provision of Confidential Information,
'ied, with respect to any Confidential Information, patent,
, or any application therefore, of the other Party.
6. No Implied Obligations or Agency.This Agreement shall not obligate either Party to enter an
agreement for any goods or services, or to make or respond to any proposal therefore and shall not
obligate either Party to disclose Confidential Information to the other. Neither Party is authorized to act
for, or on behalf of, the other Party under this Agreement. Each Party is an independent contractor, and
no principal/agent or partnership relationship is created between them by this Agreement.
7. Effectiveness; Term; Termination. 1 This Agreement shall become effective on the Effective
Date. This Agreement shall terminate: (a) at any time upon written notice to the other Party; (b)
immediately in the event the Parties hereto I execute an agreement effectuating the Purpose in which
event the confidentiality provisions containedl therein shall govern the use of all Confidential Information
provided hereunder, or, (c) two years from I the Effective Date. Notwithstanding the foregoing, Each
Party's obligations hereunder with respect to Confidential Information disclosed by either Party prior to
termination shall continue in perpetuity.
8. Specific Performance. Each Party acknowledges that irreparable damage would occur to either
Party in the event any of the provisions of this Agreement were not performed in accordance with their
specific terms. Accordingly, each Party shall be entitled to an injunction to prevent breach of this
Agreement and to enforce specifically the terries and provisions hereof , in addition to any other remedy to
which such Party may otherwise be entitled, in the Kitsap County Superior Court in the State of
Washington. I
9. HIPAA Provisions.
a. Construction. This Agr(
and comply with the Health Insurance Po
and security rules promulgated there u
Agreement shall be resolved in favor of a
b. Business Associate Ag
Associate Agreement contemporaneously
t shall be construed as broadly as necessary to implement
I and Accountability Act ("HIPAA") of 1996 and the privacy
as amended from time to time. Any ambiguity in this
ing that complies with HIPAA and the HIPAA Regulations.
lent. The parties hereby agree to enter into a Business
the execution of this Agreement.
10. Governing Law. This Agreement shall be governed by the laws of the State of Washington
without regard to its rules regarding conflicts of law.
11. Indemnification. Each Party will indemnify and defend the other Party from and against any and
all claims, losses, damages, expenses or other liabilities, including reasonable attorney's fees, incurred
as a result of any breach by such Party of any representation, warranty, covenant, agreement or other
obligation expressly contained herein by such Party, its employees, agents, Subcontractors or other
representatives. I
12. Legal Disputes. Should a legal
meaning of a provision of this Agreement,
13. Miscellaneous. The terms and c
Parties and supersede all communications
written, with respect to the subject matter h
shall be effective unless reduced to writing
enforce any term hereof shall not be deem
shall be binding upon, inure to the benefi
assigns of the Parties hereto.
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e arise between the Parties as to any obligation under or
Party shall pay all its own costs and attorney's fees.
3nditions herein constitute the entire understanding of the
negotiations, arrangements and agreements, either oral or
reof. No amendments to or modifications of this Agreement
and executed by both Parties. The failure of either Party to
.d a waiver of any rights contained herein. This Agreement
of and be enforceable by, the respective successors and
-3-
14. Facsimile/Electronic Mail. This A
executed copies, certified electronic signatun
Document Format or similar format, and an,,
executing this Agreement shall be deemed
Agreement may be executed in two or mor
original, but all of which, taken together, shall
Remainder of
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reement may be executed by the exchange of faxed
or copies delivered by electronic mail in Adobe Portable
signature transmitted by such means for the purpose of
i original signature for purposes of this Agreement. This
counterparts, each of which shall be deemed to be an
institute one and the same instrument.
page intentionally left blank
IN WITNESS WHEREOF, the
date set forth below.
City of Bremerton
Name:—Patty
'Title: ,Mayor of the City of Bremerton
'o//2l //
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hereto have caused this Agreement to be executed on the
Molina Healthcare of Washington, Inc.
By-
Name:
y
Name: Peter Adler
Title: Plan President
Date: 101////-7
-S-