Supporting Document (ebd0e020...)

Item 7
CITY COUNCIl
REPOKr
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Meeting Date: 
Charter Provision:
Objective:
ACTION
February 24, 2026
Provide for the orderly government and administration of the 
affairs of the City 
Adopt Resolution 13605
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Employee health care benefit consultant contract. Adopt Resolution 13605 to:
1. authorize, approve and direct the Mayor to execute, on behalf of the city, Contract No. 2026- 
029-COS with Brown & Brown Insurance of Arizona to extend the term of Contract No. 
21RP007 until March 23,2027, with the option to extend for one additional year.
2. authorize the City Manager or designee to execute any other documents and take such other 
actions as are necessary to carry out the intent of this Resolution.
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BACKGROUND
The City administratively contracted with Brown & Brown (formerly Hayes Companies) for 
benefit consuiting services for the medical, pharmacy, dental, stoploss, disability, life Insurance 
and employee assistance plans on March 8,2021, through City Services Contract No.
21RP007 (the “Contract") for a five-year term. The City desires to extend the term of the 
Contract until March 23, 2027, with the option to extend for one additional year. The contract 
extension will allow consistency for the upcoming request for proposal process for medical, 
pharmacy, dental, stoploss, and employee assistance plans, which will be effective July 1, 
2027.
Pursuant to Sec. 2-197 of the Procurement Code, any contract with a term of greater than five 
years must be approved by City Council.
ANALYSIS & ASSESSMENT
The contract’s current annual cost of $62,240 will remain the same for the two year extension.
FISCAL IMPACTS
The cost of the benefit consultant contract is built In to the fixed costs of the medical plan 
premiums.
STAFF RECOMMENDATION
Staff recommends the following:
1. authorize, approve and direct the Mayor to execute, on behalf of the city. Contract No. 2026- 
029-COS with Brown & Brown Insurance of Arizona to extend the term of Contract No. 
21RP007 until March 23,2027, with the option to extend for one additional year.
AeUonTtfun.
Blueink Bundle ID: zJFpQICRQK

City Council Report | Stoploss Coverage
2. authorize the City Manager or designee to execute any other documents and take such other 
actions as are necessary to carry out the intent of this Resolution.
STAFF CONTACT
Lynha Soller, Human Resources Manager. ls6ller@ScottsdaleAZ.aov. 480-312-1930
APPROVED BY
2/10/26 09:29 MST
Monica Boyd, Director of Human Resources 
480-312-2615, mbovd@ScottsdaleAZ.aov
Date
2/10/26 09:45 MST
Jeff Walther, Assistant City Manager 
480-312-7954; lwalther@scottsdale)i^.gov
Date
2/10/26 16:56 MST
Sonia Andrews, City Treasurer
480-312-2364. sandrews@Sc6ttsdaleAZ.a0v
Date
2/9/26 16:10 MST
Greg Caton^ City Manager 
480-312-7759, gcaton@ScottsdaleAZ.aov
Date
ATTACHMENTS
1. Resolution No. 13506
2. Contract No. 2026-029-COS
3. Contract No. 21 RP007
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RESOLUTION NO. 13605
A RESOLUTION OF THE COUNCIL OF THE CITY OF SCOTTSDALE,
MARICOPA COUNTY, ARIZONA, APPROVING CONTRACT NO. 2026-029-
COS, AN AMENDMENT TO AN EXISTING CONTRACT WITH BROWN &
BROWN INSURANCE OF ARIZONA TO AUTHORIZE AN EXTENSION OF THE
TERM OF THE CONTRACT.
WHEREAS, the city has a need for healthcare benefit consulting services; and
WHEREAS, Hays Companies, Inc. was selected by the city to provide this service under 
Contract No. 21RP007 (the “Contract”), which was awarded administratively, for the term of March 
24, 2021, through March 23, 2026; and
WHEREAS, Hays Companies, Inc. assigned the Contract to Brown & Brown Insurance of 
Arizona, with the City’s consent, because Hays Companies, Inc. had been acquired by Brown & 
Brown Insurance of Arizona; and
WHEREAS, the city desires to extend the term of the Contract until March 23, 2027, with 
the option to extend for one additional year.
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Scottsdale, Maricopa 
County, Arizona, as follows:
Section 1. The City Council hereby authorizes, approves and directs the Mayor to 
execute, on behalf of the city. Contract No. 2026-029-COS with Brown & Brown Insurance of 
Arizona to extend the term of Contract No. 21RP007 until March 23, 2027, with the option to 
extend for one additional year.
Section 2. The City Council hereby authorizes the City Manager or designee to execute 
any other documents and take such other actions as are necessary to carry out the intent of this 
Resolution.
Arizona this
PASSED AND ADOPTED by the Council of the City of Scottsdale, Maricopa County,
day of.
2026.
ATTEST:
CITY OF SCOTTSDALE, an Arizona 
municipal corporation
Ben Lane, City Clerk 
APPROVED AS TO FORM:
dUcuyUriAA^fUioi (L
Luis E. Santaella, Interirri City Attorney
By: Lindsay Hampshire, Assistant City Attorney
Lisa Borowsky, Mayor
18851395
Page 1 of 1 
Resolution No. 13605
ATTACHMENT 1

Contract No. 2026-029-008
CITY OF SCOTTSDALE 
CITY SERVICES CONTRACT 
CONTRACT AMENDMENT #3 
Contract No. 2026-029-COS 
Healthcare Benefit Consulting Services
THIS CONTRACT AMENDMENT (“Amendmenf) is entered into this 24th day of February. 2026, 
by and between the City of Scottsdale, an Arizona municipal corporation (“City”), and Brown & 
Brown Insurance of Arizona (“Contractor”), to amend Contract No. 21RP007, dated March 24, 
2021, between City and Contractor (the “Contract").
RECITALS
A. The Mayor of the City of Scottsdale is authorized by provisions of the City Charter to execute 
contracts and contract amendments.
B. On March 24. 2021, the City and Hays Companies, Inc. administratively executed City of 
Scottsdale City Services Contract No. 21RP007, for healthcare benefit consulting services.
C. On January 10, 2023, Hays Companies, Inc. assigned the Contract to Brown & Brown 
Insurance of Arizona (“Brown & Brown”), with the City’s consent, because Hays 
Companies, Inc. had been acquired by Brown & Brown.
D. The City and Brown & Brown amended the Contract on September 16, 2025, and on 
December 3, 2025, to add details about the consulting services desired by the City under 
the Contract’s scope of work.
E. The term of the Contract is set to expire on March 23, 2026, and the City desires to extend 
the tenn until March 23, 2027, with the option to extend for one additional year.
F. The City and the Contractor mutually agree to amend the Contract.
AGREEMENT
NOWTHEREFORE, in consideration of the mutual promises and obligations set forth herein, the 
parties agree as follows:
1.0 MODIFICATIONS
1.1 The language in Section 3.1 TERM AND EXTENSION is hereby modified to add 
the following language:
The current renewal term shall be extended from March 24, 2026, to March 23, 
2027. The Parties may mutually agree to extend the Contract for an additional 
one-year term from March 24, 2027, to March 23, 2028, upon recommendation of 
the Contract Administrator and concurrence of the Purchasing Director.
Page 1 of 2
18851505
ATTACHMENT 2

Contract No. 2026-029-GOS
1.2 The language in Section 2.2 FEE SCHEDULE is hereby modified to add the 
following language:
In Year 6, Pricing for Item 1 will be $62,240. If the Contract is extended for Year 
7, Pricing for Item 1 will be $62,240. All other pricing will remain the same.
2.0 CONTINUED EFFECT.
Except to the extent amended hereby, all terms, provisions, and conditions of the Contract 
are hereby ratified and shall continue in full force and effect, and the Contract shall remain 
enforceable and binding in accordance with its terms.
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first set forth 
above.
CITY OF SCOTTSDALE, an
Arizona municipal corporation
ATTEST:
Lisa Borowsky, Mayor
CONTRACTOR
Brown & Broyvfl Insurance of Arizona 
2800 N. Cehtp&l Ave. Ste/1^0 //
Phoenix/^^^^TO4 // 
Bv: //£l
Charlie Broucek 
Senior Vice President
Ben Lane, City Clerk
REVIEWED BY:
S
D BY:
I jna Soll^
Contract Administrator
CPPO, NIGP, CPP, CPPB
S
Jenn
e s
Pur
George \Noms/
Safety and Ri^ l\
APPROVED AS TO FORM:
Safety and f^i^ Management Director
V
Luis E. Santa^la, Interirn City Attorney 
By: Lindsay Hampshire, Asst. City Attorney
Page 2 of 2
18851505

Scottsdale Contract No. 21RP007
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CITY OF SCOTTSDALE 
CITY SERVICES CONTRACT
THIS CONTRACT entered into this B*" day of March, 2021, by and between the City of Scottsdale, an 
Arizona Municipai Corporation, the “City", and Hays Companies, Inc., the “Contractor”.
WITNESSETH
The City desires to contract for healthcare benefit.eonsultant services;
The Contractor is duiy quaiified to perform the requested non-professional services;
In consideration of the mutual promises and obligations, the parties agree as follows:
1.0 DESCRIPTION, ACCEPTANCE, DOCUMENTATION
Contractor will act under the authority and approval of the Contract Administrator for the City, 
named below, to provide the services required by this Contract.
1.1 
SERVICE DESCRIPTION
The entire Request for Proposal No. 21RP007 identified as healthcare benefit consultant services 
is incorporated herein by this reference as fully as if written out below. Contractor’s proposal 
submitted in response to Request for Proposal No. 21RP007 and dated February 2, 2021 is 
incorporated herein by this reference as fully as if written out below. If any provision incorporated 
by reference from the Request for Proposal conflicts with any provision of the Contractor's 
proposal, the provision of the Request for Proposal will control. If any provision of the Contractor’s 
proposal, including but riot limited to any lirnitation of liability or disclaimer of warranty language, 
conflicts or is in any way inconsistent with any provision of this Contract, this Contract will control.
1.2 
ACCEPTANCE AND DOCUMENTATIOI^
A. 
Each task will be reviewed and approved by the Contract Administrator to determine 
acceptable completion.
B. 
The City will provide all necessary information to the Contractor for timely completion of 
the tasks specified in Section 1.1 above.
C. 
All documents, including but not limited to. data compilations, studies, and reports which 
are prepared In the performance of this Contract are to be and wiil remain the property of 
the City and must be delivered to the Contract Administrator before final payment is made 
to the Contractor.
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ATTACHMENT 3

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2.0
2.1
2.2
Scottsdale Contract No. 21RP007
BILLING RECORDS, AUDIT. FEES 
BILLING RECORDS, AUDIT
The time spent for each task must be recorded and submitted to the Contract Administrator. 
Contractor must maintain ali books, papers, documents, accounting records and other evidence 
pertaining to time biiled and to costs incurred and make these materials available fpr audit by the 
City in accordance with Section 4.7 of this Contract.
FEE SCHEDULE
Contractor will be paid according to the Pricing Proposal forms submitted in the Contractor’s 
proposal dated February 2, 2021 and attached as "Exhibit A" for reference.
Amounts indicated in this Section 2.2 represent the entire amounts payable under this Contract. 
Additional expenses will not be authorized.
2.3
PAYMENT APPROVAL 
All charges must be approved by the Contract Administrator before payment.
2.3.1 
PAYMENT TERMS
The City of Scottsdale’s payment terms are payment within thirty (30) days after approval by 
Contract Administrator. In no event will payment be made prior to receipt of an original invoice 
containing invoice and proper reference numbers. The City is not liable for delays in-payment- 
caused by failure of the vendor or contractor to send invoice to the address specified below:
City of Scottsdale 
Accounts Payable
7447 E. Indian School Road, Ste 210 
Scottsdale, Arizona 85251-4468
2.4 PRICE ESCALATION 
Not applicable.
3.0 TERM, EXTENSION. TERMINATION
3.1 
TERM AND EXTENSION
The term of this Contract shall be for a one (1) year period from the effective date of the contract 
award. The City and Contractor may mutually agree to extend this Contract for four (4) additional 
one (1) year periods, upon the recommendation of the Contract Administrator, and concurrence 
of the Purchasing Director.
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Scottsdale Contract No. 21RP007
3.2 TERMINATION
termlnatioh fdriGoriyeniiBrice: City reserves the right to terminate this contract or any part of this 
contract for its sole convenience with 30 days' written notice. In the event of any termination, 
Contractor must immediately stop all work, and must immediately cause any of its suppliers and 
Subcontractors to cease all work. As compensation in full for services performed to the date of 
any termination, the Contractor will receive a fee for the percentage of services actually 
completed. This fee will be in the amount to be mutually agreed upon by the Contractor and the 
City, based on the agreed Scope of Work. If there is no mutual agreement, the Contract 
Administrator will determine the percentage of completion of each task detailed in the Scope of 
Work and the Contractor's compensation will be based upon this determination. The City will 
make this final payment within 60 days after the Contractor has delivered the last of the partially 
completed items. Contractor will not be paid for any work done after receipt of the notice of 
termination, nor for any costs Incurred by Contractor’s suppliers or Subcontractors, which 
Contractor could reasonably have avoided.
Ganceliation for-Cause : City may also cancel this contract or any part of this contract with 7 days’ 
notice for cause in the event of any default by the Contractor, or if the Contractor fails to comply 
with any of the terms and conditions of this contract. Unsatisfactory performance as judged by 
the Contract Administrator or failure to provide City, upon request, with adequate assurances of 
future performance are all causes allowing City to cancel this contract for cause, in the event of 
cancellation for cause. City will not be liable to Contractor for any amount, and Contractor will be 
liable to City for any and all damages sustained by reason of the default which gave rise to the 
cancellation.
In the event Contractor is in violation of any Federal, State, County or City law, regulation or 
ordinance, the City may terminate this contract immediately upon giving notice to the Contractor.
If the City improperly cancels the Contract for cause; the cancellation for cause will be converted 
to a termination for convenience in accordance with the provisions of this Section.3.2.
3.3 FUNDS APPROPRIATION
If the City Council does not appropriate funds to continue this Contract and pay for charges under 
this contract, the City may terminate this Contract at the end of the current fiscal period. The City 
agrees to give written notice of termination to the Contractor at least 30 days prior to the end of 
its current fiscal period and will pay to the Contractor all approved charges incurred through the 
end of this period.
4.0 GENERAL TERMS
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4.1 
ENTIRE AGREEMENT
This Contract constitutes the entire understanding of the parties and supersedes all previous 
representations, written or oral, with respect to the services specified. This Contract may not be 
modified or amended except by a written document, signed by authorized representatives of each 
party.
4.2 
ARIZONA LAW
This Contract is governed and interpreted according to the laws of the State of Arizona.
4.3 
MODIFICATIONS
Any amendment, modification or variation from the terms of this Contract must be in writing and 
will be effective only after approval of all parties signing the original Contract.
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4.4
Scottsdale Contract No. 21RP007
ASSIGNMENT
Services covered by this Contract may not be assigned or sublet in whoie or in part without first 
obtaining the written consent of the Purchasing Director and Contract Administrator.
4.5 SUCCESSORS AND ASSIGNS
This Contract extends to and is binding upon Contractor, its successors and assigns, including 
any individual, company, partnership or other entity with or into which Contractor nierges, 
consolidates or is liquidated, or any person, corporation, partnership or other entity to which 
Contractor sells its assets.
4.6
CONTRACT ADMINISTRATOR
The Contract Administrator for the City is the Benefits Human Resources Manager or designee. 
The Contract Administrator wi|i oversee the execution of this Contract, assist the Contractor In 
accessing the organization, audit billings, approve payments, establish delivery schedules, 
approve addenda, and assure Certificates of Insurance are in City's possession and are current 
and conform to the contract requirements. The Contractor will channel reports and special 
requests through the Contract Administrator.
4.7
RECORDS AND AUDIT RIGHTS
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Contractor’s records (hard copy, as well as computer readable data), and any other supporting 
evidence considered necessary by the City to substantiate charges and claims related to this 
contract are open to inspection and subject to audit and/or reproduction by City’s authorized 
representative to the extent necessary to adequately permit evaluation and verification of the cost 
of the work, and any invoices, change orders, payments or claims submitted by the Contractor or 
any of his payees in accordance with the terms of the contract. The City’s authorized 
representative must be given access, at reasonable times and places, to all of the 
Contractor’s records and personnel in accordance with the provisions of this article throughout 
the term of this contract and for a period of 3 years after last or final payment.
Contractor must require all Subcontractors, insurance agents, and material suppliers (payees) to 
comply with the provisions of this Section by insertion of these contract requirements in a written 
contract agreement between Contractor and payee. These requirements will also apply to any 
and all Subcontractors.
If an audit in accordance with this Section, discloses overcharges, of any nature, by the Contractor 
to the City in excess of 1% of the total contract billings, the actual cost of the City’s audit will be 
reimbursed to the City by the Contractor. Any adjustments and/or payments which must be made 
as a result of any audit or Inspection of the Contractor’s invoices and/or records will be made 
within a reasonable amount of time (not to exceed 90 days) from presentation of City’s findings 
to Contractor.
4.8 ATTORNErS FEES
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In the event either party brings any action for any relief, declaratory or otherwise, arising out of 
this Contract, or oh account of any breach or default, the prevailing party will be entitled to receive 
from the other party reasonable attorneys’ fees and reasonable costs and expenses, determined 
by the court sitting without a Jury, which will be considered to have accrued on the commencement 
of the action and will be enforceable whether or not the action is prosecuted to judgment.
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Scottsdale Contract No. 21RP007
4.9
INELIGIBLE BIDDER
The preparer of specifications is not eiigibie to submit a bid or proposai on the solicitation for 
which they prepared the specification, nor is the preparer eligible to supply any product to a bidder 
or offeror on the solicitation for which they prepared the specification.
4.10 
INDEPENDENT CONTRACTOR
The services Contractor provides under the terms of this Contract to the City are that of ah 
Independent Contractor, not an employee, or agent of the City. The City may report the value 
paid for these services each year to the Internal Revenue Service (I.R.S.) using Form 1099.
City will not withhold income tax as a deduction from contractual payments unless required under 
federal or state law. As a result of this, Contractor may be subject to I.R.S. provisions for payment 
of estimated, income tax. Contractor is responsible for consulting the local I.R.S. office for current 
information on estirhated tax requirements.
4.11 
CONFLICT OF INTEREST
The City may cancel any contract or agreement, without penalty or obligation, if any person 
significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf 
of the City’s departments or agencies is, at any time while the contract or any extension of the 
contract is in effect, an employee of any other party to the contract in any capacity or a Contractor 
to any other party to the contract with respect to the subject matter of the contract. The 
cancellation will be effective when vwitten notice from the City is received by all other parties to 
the contract, unless the notice specifies a later time (A.R.S. §38-511).
4.12 
NOTICES
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All notices or demands required to be given in accordance with the terms of this Contract must 
be given to the other party in writing, delivered by hand or registered or certified mail, at the 
addresses stated below, or to any other address the parties may substitute by written notice given 
In the manner prescribed in this paragraph.
In the case of Contractor:
Attn: Charles W. Broucek III, SVP 
Hays Companies, Inc.
2800 N. Central Avenue, #1100 
Phoenix, AZ 85004
In the case of City:
Attn: Lauran Beebe, Human Resources Manager 
City of Scottsdale, CYHR 
9191 E. San Salvador Drive 
Scottsdale, AZ 85258
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Notices will be considered received on the date delivered, if delivered by hand, and on the delivery 
date indicated on receipt if delivered by certified dr registered mail.
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Scottsdale Contract No. 21RP007
4.13 FORCE MAJEURE
Neither party will be responsible for delays or failures in performance resulting from acts beyond 
their control. These acts include, but are not limited to, acts of God, riots, acts of war, epidemics, 
governmental regulations imposed after the fact, fire, communication line failures, or power 
failures.
4.14 TAXES
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Contractor will be solely responsible for any and all tax obligations which may result from the 
Contractors performance of this contract. The City will have no obligation to pay any amounts for 
taxes, of any type, incurred by the Contractor.
4.15 
ADVERTISING
No advertising or publicity concerning the City using the Contractor's services shall be 
undertaken Without prior written approval of such advertising or publicity by the City of 
Scottsdale Contract Administrator and by the City Attorney.
4.16 
COUNTERPARTS
This contract may be executed in one or more counterparts, and each originally executed 
duplicate counterpart of this Contract will be considered to possess the full force and effect of the 
original.
4.17 
CAPTIONS
The captions used in this Contract are solely for the convenience of the parties, do not constitute 
a part of this Contract and are not to be used to construe or interpret this Contract.
4.18 
SUBCONTRACTORS
During the performance of the Contract, the Contractor may engage any additional 
Subcontractors as may be required for the timely completion of this Contract. The approval of 
the City must be obtained before the addition of any Subcontractors.
In the event of subcontracting, the sole responsibility for fulfillment of all terms and conditions of 
this Contract rests with the Contractor.
4.19 CHANGES IN THE WORK
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The City may at any time, as the need arises, order changes within the scope of the work without 
invalidating the contract. If any changes increase or decrease the amount due under the contract 
documents, or in the time required for performance of the work, an equitable adjustment will be 
authorized by written Change Order.
The City will execute a formal Change Order based on detailed written quotations from the 
Contractor for work related changes and/or a time of completion variance. All Change Orders are 
subject to approval by the City.
Contract Change Orders are subject to the Rules and Procedures within the City’s Procurement 
Code.
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Scottsdale Contract No. 21RP007
4.20 CO-OP USE OF CONTRACT
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In addition to the City of Scottsdale, this Contract may be extended for use by other municipalities, 
government agencies and governing bodies, including the Arizona Board of Regents, and political 
subdivisions of the State. Any usage by other entities must be in accord with the ordinances, 
charter and/or rules and regulations of the respective entity and the approval of the Contractor.
4.21 
COMPLIANCE WITH FEDERAL AND STATE LAWS
The Contractor understands and acknowledges the applicability of the Americans with Disabilities 
Act, the Immigration Reform and Control Act of 1986 and the Drug Free Workplace Act of 1989 
to it.
4.22 
IMMIGRATION LAW COMPLIANCE
Under the provisions of A.R.S. §41-4401, the Contractor warrants to the City that the Contractor 
and ail its subcontractors will comply with all Federal Immigration iaws and reguiations that relate 
to their empioyees and that the Contractor and all its subcontractors now comply with the E-Verify 
Program under A.R.S. §23-214(A),
A breach of this warranty by the Contractor or any of its subcontractors wiil be considered a 
material breach of this Contract and may subject the Contractor or Subcontractor to penaities up 
to and including termination of this Contract or any subcontract. The Contractor will take 
appropriate steps to assure that all subcontractors comply with the requirements of the E-Verify 
Program. The Contractor’s failure to assure compliance by all its’ subcontractors with the E-Verify 
Program may be considered a material breach of this Contract by the City.
The City retains the legal right to inspect the papers of any employee of the Contractor or any 
subcontractor who works on this Contract to ensure that the Contractor or any subcontractor is 
complying with the warranty given above.
The City may conduct random verification of the employment records of the Contractor and any 
of its subcontractors to ensure compliance with this warranty. The Contractor agrees to 
indemnify, defend and hold the City harmless for, from and against all losses and liabilities arising 
from any and all violations of these statutes.
4.23 
LA WFUL PRESENCE IN THE UNITED STA TES FOR PERSONS
Arizona State law A.R.S. §1-502 (H.B. 2008) requires that all PERSONS who will be awarded a 
contract and apply for public benefit must demonstrate through a signed affidavit and the 
presentation of a copy of documentation that they are lawfully present in the United States.
PERSONS is defined as ali-NATURAL PERSONS / INDIVIDUALS / SOLE PROPRIETORSHIPS 
as indicated by your W9 Filing. (This law does not apply to LLP’s, LLC’s, PLLC’s, Corporations 
Limited Partnerships or General Partnerships)
By submitting your quote, bjd, proposal and/or indicating your desire to enter in a contract with 
the City you are agreeing that if you are selected as the awardee and meet the criteria as a 
PERSON you will abide by this law and sign and submit an AFFIDAVIT DEMONSTRATING 
LAWFUL PRESENCE IN THE UNITED STATES and attach the appropriate copy of your 
documentation in proof of that statement. Types of acceptable documentation copies are an 
Arizona Driver’s License issued after 1996, Arizona nonoperating identification license, U.S. birth 
certificate. U.S. Passport, I-94 Form with photograph and several others that are all listed on the 
Affidavit form that the City will send to you for your completion before issuing any contract.
If you have previously done business with the Qity and alrea^^ haye-flled the above Affidavit with 
copies of an acceptable documentation, please indicate 
If ypur jacpeptable
Affidavit is already on file with the City, that filing satisfies this requirement;
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Scottsdale Contract No. 21RP007
If you fail to complete and provide a completed Affidavit and accompanying acceptable copy of 
your documentation, or not advise us of your priorfiling within 10 calendar days of being requested 
by then you may be considered non-responsive and disqualified from that award consideration. 
You can obtain the complete Affidavit form from the Purchasing Department at (480) 312-5700 or 
the Purchasing web site at;bttP://wvw scottsdaieaz.aov/Purchasi^ on the lower right side of the 
page under Forms. 
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4.24 
ISRAEL BOYCOTT PROHIBITION
By executing this contract, [Contractor] certifies that it Is not currently engaged in and will not for 
the duration of this contract engage in boycott activity proscribed by A.R.S. § 35-393 et seq.
4.25 
NO PREFERENTIAL TREATMENT OR DISCRIMINATION
In accordance with the provisions of Article II, Section 36 of the Arizona Constitution, the City will 
not grant preferential treatment to or discriminate against any individual or group on the basis of 
face, sex, color, ethnicity or national origin.
4.26 
INDEMNIFICATION
To the fullest extent permitted by law. Contractor, Its successors, assigns and guarantors, must 
defend, indemnify and hold harmless City of Scottsdale, its agents, representatives, officers, 
directors, officials and employees from and against all allegations, demands, proceedings, suits, 
actions, claims, damages, losses, expenses, including but not limited to, attorney fees, court 
costs, and the cost of appellate proceedings, and all claim adjusting and handling expense, 
related to, arising from or out of, or resulting from any act or omission, negligence, recklessness, 
or intentional wrongful conduct by Contractor In the performance of this Contrect, including but 
not limited to, any Subcontractor or anyone directly or indirectly employed by any of them or 
anyone for whose acts any of them may be liable and any Injury or damages claimed by any of 
Contractor's and Subcontractor's ernployees.
Insurance provisions in this Contract are separate and independent from the indemnity provisions 
of this section and shall not be construed in any way to limit the scope and magnitude of the 
indemnity provisions. The indemnity provisions of this section shall not be construed in any way 
to limit the scope and magnitude and applicability of the insurance provisions.
4.27 
CONTRACTOR ON SITE SAFETY REPORTING REQUIREMENTS
For any non-construction City supplier whose service contract(s) (either singular or in aggregate) 
results in the contractor working 500 or more hours on site at a City of Scottsdale location(s) in 
any one calendar quarter, the following documentation must be provided by the contractor to the 
Contract Administrator (CA):
i the contractor's most recent OSHA 300A (if applicable):
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all accident reports for injuries that occurred in the city under the contract during the most 
recent review period;
• 
the contractor's current worker's compensation experience modifier;
® the above information is to be provided to the CA Initially and every February thereafter as 
long as the contract Is in force;
o the CA will provide this information to Risk Management when requested.
i
Revised 01/15/2021- Doc #8399350 - v40
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5.0
Scottsdale Contract No. 21RP007
INSURANCE.
A current standard Acord Certificate is acceptable.
Failure to provide an appropriate Certificate of insurance vi/ill resuit in rejection of your certificate 
and delay in Contract execution.
Additionally; Certificiates of insurance subnriitted wrthoutreferendihQ.^ri RFP and Gdhtract
numbermav be subject to rejection atnd returned of discarded.
5.1 
insurance Representations'and Redulrements.
5.1.1 General: Contractor agrees to comply vi/ith all applicable City ordinances and state and federal 
laws and regulations.
Without limiting any obligations or liabilities of Contractor, Contractor must purchase and maintain, 
at its own expense, this Contract’s stipulated minimum insurance with insurance companies 
properly licensed by the State of Arizona (admitted insurer) with an AM Best, Inc. rating of B ++ 
6 or above or an equivalent qualified unlicensed insurer by the State of Arizona (non-admitted 
insurer) with policies and forms satisfactory to City of Scottsdale. Failure to maintain insurance 
as specified may result in termination of this Contract at City of Scottsdale’s option.
5.1.2 No 'Rebresehtatloh df Coyerade Adeauacv: By requiring the insurance stated in this Contract, 
the City of Scottsdale does not represent that coverage and limits will be adequate to protect 
Contractor. City of Scottsdale reserves the right to review any and all of the insurance policies 
and/or endorsements required by in this Contract but has no obligation to do so. Failure to 
demand any evidence of full compliance with the insurance requirements stated in this Contract 
or failure to identify any insurance deficiency does not relieve Contractor from, nor may it be 
construed or considered a waiver of Contractor’s obligation to maintain the required insurance at 
all times during the performance of this Contract.
5.1.3 GOverade term: All insurance required by this Contract must be maintained in full force and effect 
until all work or services required to be performed under the terms of this contract are satisfactorily 
performed, completed and formally accepted by the City of Scottsdale, unless specified otherwise 
in this Contract.
5.1.4 cialms Made: In the event any insurance policies required by this Contract are written on a 
"claims rhade” basis, coverage shall continue uninterrupted throughout the term of this Contract 
by keeping coverage in force using the effective date of this Contract as the retroactive date on 
all “claims made” policies. The retroactive date for exclusion of claims must be on or before the 
effective date of this Contract and can never be after the effective date of this Contract. Upon 
completion or termination of this Contract, the "claims made" coverage shall be extended for an 
additional three (3) years using the original retroactive date, either through purchasing an 
extended reporting option; or by continued renewal of the original insurance policies. Submission 
of annual Certificates of Insurance, citing the applicable coverages and provisions specified 
herein, shall continue for three (3) years past the completion or termination of this Contract.
Revised 01/1S/2021 - Doo #6398359 - v40
Pago 9 of 13

Scottsdale Contract No. 21RP007
5.0
INSURANCE- CONT’D
5.1
.1^InsurancejReoresentatlons.andi: Requirements-G6nt-d'
5.1.5 
Pbiicv Beductibles jhd or Seifrihsured Retentions: The policies stated in these requirements may 
provide coverage which contain deductibles or self-insured retention amounts. Any deductibles 
or self-insured retention are not applicable to the policy limits provided to City of Scottsdale. 
Contractor is solely responsible for any deductible or self-insured retention amount. City of 
Scottsdale, at its option, may require Contractor to secure payment of any deductible or self- 
insured retention by a surety bond or irrevocable and unconditional Letter of Credit.
5.1.6 
Use bfSlibcOhtractors: If any work under this agreement is subcontracted in any way. Contractor 
must execute a written agreement with Subcontractor containing the same Indemnification Clause 
and Insurance Requirements stated in this Contract protecting City of Scottsdale and Contractor. 
Contractor will be responsible for executing the agreement with Subcontractor and obtaining 
Certificates of Insurance verifying the insurance requirements.
5.1.7 Evidence of Thsufahce'iafid RjeauifeTd Ehdofsemerits: Before beginning any work or services 
under this Contract. Contractor must furnish City of Scottsdale with Certificate(s) of Insurance, or 
formal endorsements as required by this Contract, issued by Contractor’s insurer(s) as evidence 
that policies are placed with acceptable insurers as specified in this Contract and provide the 
required coverage, conditions, and limits of coverage and that any coverage and provisions are 
in fuli force and effect. If a Certificate of Insurance is submitted as verification of coverage. City 
of Scottsdale will reasonably rely upon the Certificate of Insurance as evidence of coverage, but 
any acceptance and reliance will not waive or alter In any way the insurance requirements or 
obligations of this agreement.
If any of the above cited policies expire during the life of this Contract, it will be Contractor’s 
responsibility to forward renewal Certificates within 10 days afteir the renewal date containing all 
the aforementioned insurance provisions. Certificates will soecificajlv cite the following brOvIslohs 
endorsed to the Coiitractor'S eolicV:
1. 
City of Scottsdale, Its agents, representatives, officers, directors, officials and employees 
must be named an Additional Insured under the following policies:
a) 
Commercial General Liability
b) Auto Liability
c) Excess Liability - Follow Form to underlying insurance as required.
2. 
Contractor’s insurance must be primary insurance as respects performance of subject 
contract.
3. 
All policies, except Professional Liability insurance, if applicable. Waive rights of recovery 
(subrogation) against City of Scottsdale, its agents, representatives, officers, directors, 
officials and employees for any claims arising out of work or services performed by 
Contractor under this Contract.
4. 
If the Contractor receives notice that any of the required policies of insurance are 
materially reduced or cancelled, it will be Contractor’s responsibility to provide prompt 
notice of same to the City, uniess such coverage is immediately replaced with similar 
policies.
Revised 01/1 S/2021 - Doc #8399359 -v40
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Scottsdale Contract No. 21RP007
5,0
INSURANCE- CONT'D
5.2
Required Coverage
5.2.1
Gommerciei General Liability: Contractor must maintain "occurrence” form Commercial General 
Liability insurance witlf a limit of not less than $1,000,000 for each occurrence, $2,000,000 
Products and Completed Operations Annual Aggregate, and a $2,000,000 General Aggregate 
Limit. The policy must cover liability arising from premises, operations, independent contractors, 
products-completed operations, personal injury and advertising injury. If any Excess insurance 
is utilized to fulfill the requirements of this paragraph, the Excess insurance must be "follow form" 
equal or broader in coverage scope then underlying.
5.2.2 Vehicte Liability-: If any vehicle is used in the performance of the Scope of Work that is the subject 
of this Contract, the Contractor must maintain Business Automobile Liability insurance with a limit 
of $1,000,000 each occurrence on Contractor’s owned, hired, and non-owned vehicles assigned 
to or used in the performance of the Contractor’s work or services under this Contract. If any 
Excess insurance is utilized to fulfill the requirements of this paragraph, the Excess insurance 
must be “follow form" equal or broader in coverage scope then underlying. If any hazardous 
material, as defined by any local, state or federal authority, is the subject, or transported, in the 
performance of this contract, an MCS 90 endorsement is required providing $5,000,000 per 
occurrence limits of liability for bodily injury and property damage.
5.2.3 WoH<ers Combensation Insurance: Contractor must maintain Workers Compensation insurance 
to cover obligations irriposed by federal and state statutes applicable to Contractor’s employees 
engaged in the performance of work or services under this Contract and must also maintain 
Employers’ Liability Insurance of not less than $100,000 for each accident, $100,000 disease for 
each employee and $500,000 disease policy limit. If the Contractor is a sole proprietor or a single 
member limited liability company with no employees and has elected not to purchase Workers’ 
Compensation Insurance; a completed and signed Workers’ Compensation Waiver Form will 
substitute for the insurance requirement.
5.2.4 'iProfessibhal Liability^ If the Contract is the subject of any professional services or work, or if 
Contractor engages in any professional services or work adjunct or residual to performing the 
work under this Contract, Contractor must maintain Professional Liability Insurance covering 
errors and omissions arising out of the work or services performed by Contractor or anyone 
employed by Contractor or anyone for whose acts, mistakes, errors and omissions Contractor Is 
legally liable, with a liability insurance limit of $1,000,000 each claim and $2,000,000 all claims.
6.0 
SEVERABILITY AND AUTHORITY
I
6.1 SEVERABILITY
If any term or provision of this Contract is found to be Illegal or unenforceable, then despite this 
. illegality or unenforceability, this Contract will remain in full force and effect and that term or 
provision will be considered deleted.
fl.2 AUTHORITY
Each party warrants and represents that it has full power and authority to enter into and perforrn 
this Contract, and that the person signing on behalf of each has been properly authorized and 
empowered to enter this Contract. Each party further acknowledges that it has read this Contract, 
understands it, and agrees to be bound by it.
Revised 01/15/2021 - Doc #8399369 -v40
Paso 11 0/13

1
Scottsdale Contract No. 21RP007
7.0 
REQUEST FOR TAXPA YER I.D. NUMBER & CERTIFICATION I.R.S. W-9 FORM
Upon request, the Contractor shall provide the required I.R.S. W-9 Form which is available from 
the IRS website at vtfww.lRS;aov under their forms section.
8.0 DONATIONS
No donations allowed. To avoid the appearance of impropriety, Contractor shall not make any 
donation to the City, of any goods or services during the term of this Agreement, uniess It has 
specifically been approved by the City Manager or designee.
(
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}
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Page 12 of 13

VL
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ComDaiiV'W»f»t
By:y:
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panted iMfii'i*::
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______
TitifeZ^H’ Z>-i^-l
Company Address 
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dii-cy
CITY C(M\1T(^ACT ADP/IINISTRATOR:
By:.
j?vAJULA»v^^
.Imi Baeba
<Jk
LaiiK
Human Resources Manager
Scottsdale Contract No. 21RP007
CITY OF SCOTTSDALE
CITY OF SCOTTSDALE REVIEW:
By:._________________
Robert Schoepe, CPM 
Purchasing Director
By;
aorge Wood^
Acting Risk M/nagement Director
FORM:
APPROVED A
By:
Slierry R. Scott, Clly Attorney
Eric C. Anderson
Senior Assistant Clly Attorney
Rcvliad ot/taaoz I - Oai: ^8389359 -v4a
Paga 13 orl3

PRICING PROPOSAL FORM - PAGE 1 of 1
i'O;!
HEALTHCARE BENEFIT CONSULTANT 
RFP#21RP007
Indicate the annual cost on the pricing proposal form, cost shall be all inclusive and include all pertinent additional 
fees normally associated with this type of service. The proposed costs shall include all services as outlined in the 
Scope of Work section for all activity related to the City's Healthcare Benefits including but not limited to self-insured 
medical and dental plan services, as well as wellness program services. No additional charges beyond the listed 
price shall be allowed, unless authorized by the Contract Administrator before final invoicing.
ITEM H - TOTAL ANNUAL COST FOR HEALTHCARE BENEFIT CONSULTANT SERVICES
YEARS 1 THROUGH 5 
YEAR1
ANNUAL COST PER YEAR 
$57,500
YEAR 2
$58.650
YEARS
$59.825
YEAR 4
$61.020
YEARS
TOTAL (Sum of Years 1-6)
$62.240
$299.235
ITEM 21 - ADDITIONAL SERVICES
DESCRIPTION
On-going consulting as directed by the City. 
Consulting services may include but are not 
limited to the areas listed in the Statement 
of Need (A) Clause 1.8.
CITY’S ANNUAL 
ESTIMATED 
HOURS
HOURLY RATE
30 HOURS
EXTENDED TOTAL
$200
Per Hour
$6.000
TOTAL
$6.000
GRAND TOTAL (Sum of 1 + 2)
$ 30S.23S
**TAXES
1. Do not include any use, or federal excise tax in your bid. The City is exempt from the payment of federal 
excise tax and will add use tax as applicable.______________________________________________
ADDENDA
The Bidder hereby acknowledges that his bid/proposal pricing is based on all of the addenda that were issued by 
the City prior to the opening of this bid/proposal.
NO BID: If no bid please state reason: 
NA
COMPANY NAME:
La»t update; 02/24/2020-doc#1712fl139-v6 
cos RFP Templale

J
Contract #21RP007 - Exhibit B
t
1
BUSINESS ASSOCIATE AGREEMENT
This agreement ('‘Agreement") made and entered into this 8"’ day of March 2021, by and 
between the City of Scottsdale, an Arizona municipal corporation ("City") and Hays Companies, 
Inc., (“Contractor,”) collectively referred to in this Agreement as the "Parties.”
RECITALS
1. 
The City and Contractor are parties to a contract (“Contract"), Contract #21RP007 
dated March 8, 2021, pursuant to which Contractor provides certain services to the City.
2. 
In the performance of the Contract, the City has and will come Into possession of 
certain protected health information that will be necessary and appropriate to disclose to 
Contractor in order tO perform the terms of the Contract.
3. 
The City's health plan is a covered entity ("Covered Entity") and Contractor is a 
business associate ("Business Associate"), as defined by 45 CFR § 160.103 and the Parties enter 
into this Agreement for the Business Associate to provide satisfactory assurances of safeguarding 
the information as required by 45 CFR § 164.504.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained in 
this Agreement and other good and valuable consideration, the Parties agree as follows:
TERMS
1.0. Recitals. The forgoing recitals are incorporated in this Agreement by this reference.
2.0. Definitions. When used in this Agreement the following terms shall have the 
meanings ascribed to them below, unless the context requires otherwise.
a. 
“Business Associate” shall mean Contractor.
b “Breach” shall mean the access, acquisition, use or disclosure of PHI in a manner 
not permitted under the Privacy Rule that compromises the security or privacy of PHI In 
accordance with 45 CFR § 164.402.
c. 
"Covered Entity" shall mean the City of Scottsdale's health plan.
d. 
"Designated Record Set” means:
(1) A group of records maintained by or for a covered entity, that is: '
(i) 
The medical records and billing records about individuals that are 
maintained by or for a covered health care provider;
(ii) 
The enrollment, payment, claims adjudication, and case or medical 
management record systems that are mairitaihed by or for a health plan; or
(iii) 
Used, in whole or in part, by or for the covered entity to make 
decisions about individuals.
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(2) For purposes of this paragraph, the term "record” means any item, 
collection, or grouping of information that includes protected health information and is maintained, 
collected, used, or disseminated by or for a covered entity,
e. 
"Individual" shall have the same meaning as the term "individual" in 45 CFR § 
160.103 and shall include a person who qualifies as a personal representative in accordance with 
45 CFR § 164.502(g).
f. 
"Privacy Rule" shall mean the Standards for Privacy of individually Identifiable 
Health Information at 45 CFR Part 160 and Part 164, Subparts A and E.
g. 
"Protected Health Information" ("PHI") shall have the same meaning as the term
"proteGted health iriformation" in 45 CFR § 160;1p3, limited to the information created or received 
by fiusihesa^ 
or on behalf of, Covered Entity.
h. 
"Required By Law" shall have the sarhe meaning as the term "required by law" in 
5 CFR § 164.103.
i. "Secretary" shall mean the Secretary of the Department of Health and Human 
Services or his designee.
3.0. dblidatiohs and Activities of Business Associate..
a. 
Business Associate agrees to not use or further disclose Protected Health 
Information ("PHI") other than as permitted or required by the Agreement, or as Required By Law.
b. 
Recognize that HITECH (the Health Information Technology for Economic and 
Clinical Flealth Act of 2009) and the regulations thereunder (including 45 CFR Sections 164.308, 
164.310,164.312, and 164.316), apply to the Business Associate in the same manner that sUch 
sections apply to the City, a covered entity.
c.
Not use or further disclose the PHI, except.as permitted by law;
(
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d. 
Not use or further disclose the PHI in a manner that had the City done so, would 
violate the requirements of HIPPA.
e. 
Business Associate agrees to use appropriate Safeguards to prevent use or 
disclosure of the Protected Health Information, other than as provided for by this Agreement.
f. 
Business Associate agrees to mitigate, to the extent practicable, any harmful effect 
that is known to Business f^l^dcjate^ of a use or disclosure: of Prdtecti^ Health Information by 
Business Associate in violation of the requirements of this Agreement.
g. 
Business Associate agrees to report promptly to Covered Entity any use or 
disclosure of the Protected Health Information not provided for by this Agreement.
h. 
Business Associate agrees to ensure that any agent, including a subcontractor, to 
whom it provides Protected Health Information received from, or created or received by Business 
Associate on behalf of Covered Entity, agrees to the same restrictions and conditions that apply 
through this Agreernent to Business Associate with respect to such information.
1626443gv1
Page 2 of 6

i. 
Business Associate agrees to provide access, at the request of Covered Entity, 
and in the time and manner designated by the Covered Entity, to Protected Health Information in 
a Designated Record Set, to Covered Entity or, as directed by Covered Entity, to an Individual in 
order to meet the requirements under 45 CFR § 164.524.
j. 
Business Associate agrees to make any amendment(s) to Protected Health 
Information in a Designated Record Set that the Covered Entity directs or agrees to pursuant to 
45 CFR § 164.526 at the request of Covered Entity or an Individual, and in the time and manner 
designated by the Covered Entity.
k. 
Business Associate agrees to make internal practices, books and records relating 
to the use and disclosure of Protected Health Information received from, or created or received 
by Business Associate on behalf of. Covered Entity available to the Covered Entity or, at the 
request of the Covered Entity, to the Secretary in a time and manner designated by the Covered 
Entity or the Secretary, for purposes of the Secretary determining Covered Entity’s compliance 
with Privacy Rule.
l. 
Business Associate agrees to document such disclosures of Protected Health 
Information and information related to such disclosures as would be required for Covered Entity 
to respond to a request by an Individual for an accounting of disclosures of Protected Health 
Information in accordance with 45 CFR § 164.528.
m. 
Business Associate agrees to provide to Covered Entity or an Individual, if 
requested by Covered Entity, information collected in accordance with this section of this 
Agreement, to permit Covered Entity to respond to a request by an Individual for an accounting 
of disclosures of Protected Health Information in accordance with 45 CFR § 164.528.
n. 
Business Associate agrees to comply with the Privacy Rule and the Security 
Standards for the Protection of Electronic Protected Health Information (the "Security Rule") under 
the Health Insurance Portability and Accountability Act of 1996 ("HIPPA") and Subtitle D of the 
Health Information Technology for Economic and Clinical Health Act ("HITECH”), and all 
applicable provisions of the American Recovery and Reinvestment Act of 2009 and all 
implementing regulations (collectively "ARRA").
o. 
Following the discovery of a breach of unsecured protected health information. 
Business Associate agrees to notify the Covered Entity of such breach. A breach shall be treated 
as discovered by the Business Associate as of the first day on which such breach is known to the 
Business Associate or by exercising reasonable diligence would have been known to the 
Business Associate. A Business Associate shall be deemed to have knowledge of a breach if the 
breach is known, or by exercising reasonable diligence would have been known, to any person, 
other than the person committing the breach, who is an employee, officer or other agent of the 
Business Associate. The Business Associate will follow the timeliness and content of notice 
requirements in accordance with 45 CFR § 164.410.
4.0. Peimitted Uses and Disclosures-by Business Associatei-General Use and
Disclosure Provisions.
Except as otherwise limited in this Agreement, Business Associate may use or disclose 
Protected Health Informatioh to perform functions, activities, or services for, or on behalf of. 
Covered Entity as specified in the Contract between the Parties, provided that such use or 
disclosure would not violate the Privacy Rule if done by Covered Entity.
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5.0.
’Specific Ose and: Disclosure. Pro
a. 
Except as otherwise limited in this Agreement, Business Associate may use 
Protected Health Information for the proper management and administration of the Business 
Associate’s business or to carry out the legal responsibilities of the Business Associate.
b. 
Except as otherwise limited in this Agreement, Business Associate may disclose 
Protected Health Information for the proper management and administration of the Business 
Associate, provided that disclosures are Required By Law, or Business Associate obtains 
reasonable assurances from the person to whom the information is disclosed that it will remain 
confidential and will not be used or further disclosed except as Required By Law or for the 
purpose for which it was disclosed to the person, and and obtains reasonable assurances that 
the person/ will notify the Business Associate of any instances of which it is aware in which the 
confidentiality of the information has been breached.
c. 
Except as othenwise limited in this Agreement, Business Associate may use 
Protected Health Information to provide Data Aggregation services to Covered Entity as permitted 
by 42 CFR § 164.504(e)(2)(i)(B),
6.0. OblidatidhS’df Covered Entity.
’Pfovisibns for Govered 'Ehtitv’to Ihfdmi Business Associate’ of Priy/acv Practices
6.1.
and Restrictions.,
a. 
Covered Entity shall provide Business Associate with the notice of privacy 
practices that Covered Entity produces, in accordance with 45 CFR § 164.520, as well as any 
changes to such notice,
b. 
Covered Entity shall provide Business Associate with any changes in, or 
revocation of, permission by Individual to use or disclose Protected Health Inforrnation, if such 
changes affect business Associate's permitted or required uses and disclosures.
c. 
Covered Entity shall notify Business Associate of any restriction to the use or 
disclosure of Protected Health Information that Covered Entity has agreed to in accordance with 
45 CFR § 164.522.
6.2. Permissible Reduesfe bv Govered Entity
Covered Entity shall not request Business Associate to use or disclose Protected Health 
Information in any manner that would not be permissible under the Privacy Rule if done by 
Covered Entity.
7.0. 
Term and Terrhmatidh.
a. Term. This Agreement will be effective when it is executed by both Parties and 
will terminate when the Contract is terminated or as othenwise set forth herein, with the exception 
that the Business Associate remains under the obligation to comply with this agreement until all 
of the Protected Health Information provided by Covered Entity to Business Associate, or created 
or received by Business Associate on behalf of Covered Entity, is destroyed or returned to 
Covered Entity, or, if it is infeasible to return or destroy Protected Health Information, protections 
are extended to such information, in accordance with the termination provisions in this Section.
16264439V1
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b. Termination for Cause. Upon knowledge of a material breach of the agreement by 
either party, non-breaching party will provide written notice of breach or violation to the other party 
specitying the nature of the breach or violation. Non-breaching party will provide an opportunity 
for the breaching party to cure the breach or end the violation within a reasonable time frame. If 
the breaching party does not cure the breach or end the violation within a time frame specified by 
the non-breaching party, the non-breaching party may immediately terminate the agreement.
c.
Effect of Termination.
(1) 
Except as provided in paragraph (2) of this subsection, upon termination of 
this Agreement for any reason, Business Associate shall return or destroy all Protected Health 
Information received from Covered Entity, or created or received by Business Associate on behalf 
of Covered Entity. This provision shall apply to Protected Health Information that is in the 
possession of subcontractors or agents of Business Associate. Business Associate shall retain 
no copies of the Protected Health Information.
(2) 
In the event that Business Associate determines that returning or 
destroying the Protected Health Information is infeasible. Business Associate shall provide to 
Covered Entity notification of the conditions that make return or destruction infeasible. Upon 
mutual agreement of the Parties that return or destruction of Protected Health Information is 
infeasible. Business Associate shall extend the protections of this Agreement to such Protected 
Health Information and limit further uses and disclosures of such Protected Health Information to 
those purposes that make the return or destruction infeasible, for so long as Business Associate 
maintains such Protected Health Information.
8.0. Security Requirements
a. 
The Business Associate agrees to implement safeguards in accordance with 45 
CFR § 164.308 (administrative), 45 CFR § 164.310 (physical) and 45 CFR § 164.312 (technical) 
that reasonably and appropriately protect the confidentiality, integrity and availability of the 
electronic protected health information that the business associate creates, receives, maintains 
or transmits on behalf of the Covered Entity. Business Associate, in accordance with 45 CFR § 
164.316, agrees to document aforementioned administrative, physical and technical safeguards.
b. 
The Business Associate will ensure that any agent. Including a subcontractor that 
creates, receives, maintains or transmits electronic protected health information on behalf of the 
Business Associate agrees to comply with same safeguards listed in subsection (a) above and 
enters into a contract or other arrangement with agent or subcontractor that is substantially similar 
to the contract or other arrangement between Covered Entity and Business Associate.
c. 
The Business Associate agrees to report to the Covered Entity any security 
incident of which it becomes aware including breaches of unsecured protected health information.
9.0. Miscellaneous
a. 
Regulatory References. A reference in this Agreement to a section in the Privacy 
Rule means the section as in effect or as amended.
b. 
Amendment. The Parties agree to take such action, as is necessary, to amend this 
Agreement from time to time as is necessary, for Covered Entity or Business Associate to comply 
with the requirements of the Privacy Rule and the Health Insurance Portability and Accountability 
Act, Public Law 104-191 and the Health Information Technology for Economic and Clinical Health 
Act (HITECH).
16264439V1
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c. 
Survival. The respective rights and obilgations of Business Associate under this 
Agreement shall survive the termination of this Agreement as specified in section 7.0(c).
d. 
Interpretation. Any ambiguity In this Agreement shall be resolved In favor of a 
meaning that permits Covered Entity to comply with Privacy and Security Rule and HITECH,
e. 
No Third Party Beneficiaries. The parties agree that the terms of this Agreement 
shall apply only to themselves and are not for the benefit of any third party beneficjaries.
f. 
De-ldentifled Data. Notwithstanding the provisions of this Agreement, Business 
Associate and its subcontractors may disclose non-p'ersonally identifiable information provided 
that the disclosed information does not include a key or other mechanism that wouid enable the 
Information to be .identified.
IN WITNESS WHEREOF, the Parties have executed this Agreement by signing their 
names on the day and date first written above.
CitY OF SCOTTSDALE, an 
Arizona municipal corporation
Dohna B. Brown 
Human Resources Director
APPROVED AS TO FORM 
Sherry City Attorney
xA^ByT^llffiylen
1 RAMlnr
Senior Assistant City Attorney
CON
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