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City Clerk Document No.
City Council Meeting Date: November 10, 2022
AGREEMENT BETWEEN THE CITY OF CHANDLER AND
RELIASTAR LIFE INSURANCE COMPANY FOR BASIC AND VOLUNTARY
LIFE AND ACCIDENTAL DEATH AND DISMEMBERMENT INSURANCE
THIS AGREEMENT (Agreement) is made and entered into by and between the City of Chandler, an
Arizona municipal corporation (City), and ReliaStar Life Insurance Company, a Minnesota
corporation (Contractor), (City and Contractor may individually be referred to as Party and
collectively referred to as Parties) and made
, 2022 (Effective Date).
RECITALS:
WHEREAS, City proposes to enter an agreement for basic and voluntary life and accidental death
and dismemberment insurance; and
WHEREAS, City desires to contract with the Contractor to provide these services under the terms
and conditions set forth in this comprehensive Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the
Parties agree as follows:
I. DESCRIPTION OF PRODUCTS AND SERVICES
A.
Pursuant to the terms of this Agreement, Contractor shall provide Basic and Voluntary Life
insurance and Accidental Death and Dismemberment (AD&D) insurance coverage for City
active employees, retirees, and other eligible groups, and other benefit enhancements in
accordance with and as more fully described in Contract Document 3, Exhibit A, Scope of
Services and Minimum Requirements, to the City of Chandler Services Agreement No. HR2-
948-4465, including all subparts, attached hereto and incorporated by reference as if fully
set forth herein.
B.
Contractor shall provide benefits to covered individuals in accordance with the policy limits
set forth in the Plan Documents, Summary Plan Description, or Insured Certificate effective
on January 1, 2023, at 12:01 a.m.
C.
Contractor agrees it shall cover all benefits from the effective date of the Agreement such
that no employee or dependent currently insured will suffer a loss of coverage by virtue of
the change in Agreement other than by a change in plan design specified by the City.
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D.
Term of Agreement: The initial term of the Agreement is two years, and begins on January
1, 2023, and ends on December 31, 2024, unless sooner terminated in accordance with the
provisions of this Agreement. The City and the Contractor may mutually agree to extend
the Agreement for up to three additional terms of two years each, or portions thereof.
E.
Contractor certifies it is licensed by the State of Arizona to provide the work to be
performed under this Agreement, if the State of Arizona requires such a license.
II. CONTRACT DOCUMENTS
A.
The entire agreement between the City and Contractor consists of the following Contract
Documents, which are attached, incorporated herein by reference, and set forth in
descending order of precedence as follows:
1. This Agreement
2. Insurance Policy Documents
2.A.
Group Life Insurance Plan for City Employees and Retirees
* An updated Group Life Insurance Plan for Employees and Retirees reflecting
eligibility requirements consistent with City requirements agreed to by the
Contractor during the RFP process will replace and supersede the current
document upon filing with the Arizona Department of Insurance and Financial
Institutions and is incorporated by reference into this Agreement as if fully set forth
herein.
2.B.
Administrative Exception Agreement
3. City of Chandler Services Agreement No. HR2-948-4465 with Exhibits A-D
a. Exhibit A – Scope of Services and Minimum Requirements, including:
3.a.1.
Exhibit A 1 – City of Chandler Best and Final Offer
3.a.2.
Exhibit A 2 – City of Chandler Clarification
3.a.3.
Exhibit A 3 – Minimum Contractual Requirements Questionnaire
b. Exhibit B - Compensation and Fees, City of Chandler Best and Final Offer
c. Exhibit C – Insurance Requirements
4. Protected Health Information Confidentiality Agreement
B.
Precedence: Any conflict between and among the terms and conditions of the above-
listed Contract Documents, or any ambiguity created thereby, shall be resolved in
accordance with the order of precedence.
C.
No supplement, modification, or amendment of any term of this Agreement, or any
Contract Document incorporated herein, will be deemed binding or effective unless in
writing and signed by the Parties.
III. GENERAL TERMS AND CONDITIONS
A.
This Agreement sets forth the terms and conditions under which Contractor shall provide
Basic Life insurance, AD&D Insurance, optional life insurance, and continuing life insurance
and AD&D insurance as set forth in the Contract Documents.
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B.
This Agreement shall commence January 1, 2023, when Contractor is notified to proceed
with agreed services.
C.
Contractor agrees that initial rates shall be guaranteed at a minimum for three (3) years
effective January 1, 2023.
IV. PAYMENT
In consideration of Contractor’s performance as set forth in the Contract Documents and in
accordance with the City’s direction, the City agrees to pay Contractor as set forth in Contract
Document 3, City of Chandler Services Agreement No. HR2-948-4465 and Exhibit B, Compensation
and Fees, attached hereto and incorporated by reference as if fully set forth herein.
V. TERMINATION
The City and Contractor hereby agree to the full performance of the covenants contained herein,
except that the City reserves the right, at its discretion, to terminate the service provided in this
Agreement by Contractor.
A.
The Agreement may be terminated by City at any time (as of any premium date) by
providing Contractor with thirty (30) days’ prior written notice, subject to requirements for
written notification to the insureds (if the coverage is not being replaced), as set forth in
Contract Document No.3.
B.
The Contractor shall receive, as compensation in full for services performed to date of such
termination, a fee for the services performed up to the date of termination. The City shall
make this final payment within sixty (60) days after the date of termination.
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IN WITNESS WHEREOF, the Parties have entered into this Agreement on the Effective Date. This
Agreement shall be in full force and effect only when it has been approved and executed by
the duly authorized City officials.
FOR THE CITY
FOR THE CONTRACTOR
By: _________________________________________
By: _________________________________________
Its: Mayor
Its: _________________________________________
APPROVED AS TO FORM:
By: _________________________________________
City Attorney
ATTEST:
By: _________________________________________
City Clerk
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Vice President
CONTRACT DOCUMENT 2.A.
An updated Group Life Insurance Plan for Employees and Retirees reflecting eligibility
requirements consistent with City requirements agreed to by the Contractor during the RFP
process will replace and supersede the current document upon filing with the Arizona Department
of Insurance and Financial Institutions and is incorporated by reference into this Agreement as if
fully set forth herein.
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CONTRACT DOCUMENT 2.B.
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CONTRACT DOCUMENT 3
CITY OF CHANDLER SERVICES AGREEMENT
AGREEMENT NO.: HR2-948-4465
BASIC AND VOLUNTARY LIFE AND ACCIDENTAL DEATH
AND DISMEMBERMENT INSURANCE
THIS AGREEMENT (Agreement) is made and entered into by and between the City of Chandler,
an Arizona municipal corporation (City), and ReliaStar Life Insurance Company, a Minnesota
corporation (Contractor), (City and Contractor may individually be referred to as Party and
collectively referred to as Parties) and made
, 2022 (Effective Date).
RECITALS
A. City proposes to enter an agreement for basic and voluntary life and accidental death and
dismemberment insurance as more fully described in Exhibit A, which is attached to and made a
part of this Agreement by this reference.
B. Contractor is ready, willing, and able to provide the services described in Exhibit A for the
compensation and fees set forth and as described in Exhibit B, which is attached to and made a
part of this Agreement by this reference.
C. City desires to contract with the Contractor to provide these services under the terms and
conditions set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual promises contained in this
Agreement, City and Contractor agree as follows:
1. AGREEMENT ADMINISTRATOR:
1.1.
Agreement Administrator. Contractor shall act under the authority and approval of the
Administrative Services Director or designee (Agreement Administrator), to provide the
services required by this Agreement.
1.2.
Key Staff. This Agreement has been awarded to Contractor based partially on the key
personnel proposed to perform the services required herein. Contractor shall not change
nor substitute any of these key staff for work on this Agreement without prior notice to the
City.
1.3.
Subcontractors. During the performance of the Agreement, Contractor may engage such
additional Subcontractor as may be required for the timely completion of this Agreement.
In the event of subcontracting, the sole responsibility for fulfillment of all terms and
conditions of this Agreement rests with Contractor.
1.4.
Subcontracts. Contractor shall not enter into any Subcontract under this Agreement for
the performance of this Agreement without the advance written approval of City.
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2. SCOPE OF WORK: Contractor shall provide Life and AD&D insurance and associated services
all as more specifically set forth in Exhibit A, Scope of Services and Minimum Requirements,
including all subparts, attached hereto and made a part hereof by reference.
2.1.
Non-Discrimination. The Contractor shall comply with all applicable City, State and
Federal laws, rules and regulations, including the Americans with Disabilities Act.
2.2.
Licenses. Contractor shall maintain in current status all Federal, State and local licenses
and permits required for the operation of the business conducted by the Contractor as
applicable to this agreement.
2.3.
Advertising, Publishing and Promotion of Agreement. The Contractor shall not use,
advertise or promote information for commercial benefit concerning this Agreement
without the prior written approval of the City.
2.4
Compliance with Applicable Laws.
Contractor understands, acknowledges, and
agrees to comply with the Americans with Disabilities Act, the Immigration Reform and
Control Act of 1986 and the Drug Free Workplace Act of 1989. All services performed
by Contractor must also comply with all applicable City of Chandler codes, ordinances,
and requirements. Contractor agrees to permit the City to verify Contractor’s
compliance.
2.4.1 No Israel Boycott. By entering into this Agreement, Contractor certifies that
Contractor is not currently engaged in, and agrees for the duration of the Agreement,
not to engage in a boycott of Israel as defined by state statute.
2.4.2 Forced Labor of Ethnic Uyghurs Prohibited. By entering into this Agreement,
Contractor certifies under A.R.S. sec. 35-394 that Contractor does not currently and
agrees for the duration of the contract that Contractor will not use: (i) the forced labor
of ethnic Uyghurs in the People's Republic of China; or (ii) any goods or services
produced by the forced labor of ethnic Uyghurs in the People's Republic of China; or
(iii) any contractors, subcontractors or suppliers that use the forced labor or any
goods or services produced by the forced labor of ethnic Uyghurs in the People's
Republic of China.
2.4.3 Legal Worker Requirements. A.R.S. § 41-4401 prohibits the City from awarding
a contract to any contractor who fails, or whose subcontractors fail, to comply with
A.R.S. § 23-214(A). Therefore, Contractor agrees Contractor and each subcontractor it
uses warrants their compliance with all federal immigration laws and regulations that
relate to their employees and their compliance with§ 23-214, subsection A. A breach
of this warranty will be deemed a material breach of the Agreement and may be
subject to penalties up to and including termination of the Agreement. City retains
the legal right to inspect the papers of any Contractor’s or subcontractor’s employee
who provides services under this Agreement to ensure that the Contractor and
subcontractors comply with the warranty under this provision.
2.4.4 Lawful Presence Requirement. A.R.S. §§ 1-501 and 1-502 prohibit the City from
awarding a contract to any natural person who cannot establish that such person is
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lawfully present in the United States. To establish lawful presence, a person must
produce qualifying identification and sign a City-provided affidavit affirming that the
identification provided is genuine. This requirement will be imposed at the time of
contract award. This requirement does not apply to business organizations such as
corporations, partnerships, or limited liability companies.
3. ACCEPTANCE AND DOCUMENTATION:
3.1.
Records. Contractor shall retain and shall contractually require each Subcontractor to
retain all data and other "records" relating to the acquisition and performance of the
Agreement for a period of seven years after the completion of the Agreement.
3.2.
Audit. At any time during the term of this Agreement and seven years thereafter, the
Contractor's or any subcontractor's books and records shall be subject to audit by the City
to the extent that the books and records relate to the performance of the Agreement or
Subcontract. Upon request, the Contractor shall produce a legible copy of any or all such
records.
4. PRICE:
4.1.
City shall pay Contractor an amount not to exceed $960,000 for the first year, as set forth
and more fully described in Exhibit B.
4.2.
Taxes. Contractor shall be solely legally responsible for any and all tax obligations, which
may result out of Contractor's performance of this Agreement. City shall have no legal
obligation to pay any amounts for taxes, of any type, incurred by Contractor. City agrees
that Contractor may bill the City for applicable privilege license taxes which are paid for by
Contractor and that the City will reimburse Contractor for privilege license taxes actually
paid by Contractor. If Contractor obtains any refund of privilege license taxes paid, City will
be entitled to a refund of such amounts.
4.3.
IRS W9 Form. In order to receive payment Contractor shall have a current IRS W-9 Form
on file with City, unless not required by law.
5. TERM:
5.1
The term of the Agreement is two years, and begins on January 1, 2023, and ends on
December 31, 2024, unless sooner terminated in accordance with the provisions of this
Agreement. The City and the Contractor may mutually agree to extend the Agreement for
up to three additional terms of two years each, or portions thereof. The City reserves the
right, at its sole discretion, to extend the Agreement for up to 60 days beyond the
expiration of any extension term.
6. USE OF THIS AGREEMENT: The Agreement is for the sole convenience of the City of Chandler.
City reserves the rights to obtain like services from another source to secure significant cost
savings or when timely completion cannot be met by Contractor.
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6.1.
Emergency Purchases: City reserves the rights to purchase from other sources those
items, which are required on an emergency basis and cannot be supplied immediately by
the Contractor.
6.2.
Non-Exclusive Agreement: This agreement is for the sole convenience of the City of
Chandler. The City reserves the right to obtain like goods or services from another source
when necessary.
7. CITY'S CONTRACTUAL REMEDIES:
7.1.
Right to Assurance. If the City in good faith has reason to believe that the Contractor
does not intend to, or is unable to perform or continue performing under this
Agreement, the Agreement Administrator may demand in writing that the Contractor
give a written assurance of intent to perform. Failure by the Contractor to provide
written assurance within the number of Days specified in the demand may, at the City's
option, be the basis for terminating the Agreement in addition to any other rights and
remedies provided by law or this Agreement.
7.2.
Non-exclusive Remedies. The rights and the remedies of the City under this
Agreement are not exclusive.
8. TERMINATION:
8.1.
Termination for Convenience: City reserves the right to terminate this Agreement or
any part thereof for its sole convenience with thirty (30) days written notice. In the
event of such termination, Contractor shall immediately stop all work hereunder, and
shall immediately cause any of its suppliers and subcontractors to cease such work. As
compensation in full for services performed to the date of such termination, the
Contractor shall receive a fee for the percentage of services actually performed. This
fee shall be in the amount to be mutually agreed upon by the Contractor and City,
based on the agreed Scope of Work. If there is no mutual agreement, the Management
Services Director or designee shall determine the percentage of work performed
under each task detailed in the Scope of Work and the Contractor" compensation shall
be based upon such determination and Contractor's fee schedule included herein.
8.2.
Termination for Cause: City may terminate this Agreement for Cause upon the
occurrence of any one or more of the following events:
1) If Contractor fails to perform pursuant to the terms of this Agreement
2) If Contractor is adjudged a bankrupt or insolvent;
3) If Contractor makes a general assignment for the benefit of creditors;
4) If a trustee or receiver is appointed for Contractor or for any of Contractor's
property;
5) If Contractor files a petition to take advantage of any debtor's act, or to
reorganize under the bankruptcy or similar laws;
6) If Contractor disregards laws, ordinances, rules, regulations or orders of any
public body having jurisdiction;
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Where Agreement has been so terminated by City, the termination shall not affect
any rights of City against Contractor then existing or which may thereafter accrue.
8.3.
Cancellation for Conflict of Interest. Pursuant to A.RS. § 38-511, City may cancel this
Agreement after Agreement execution without penalty or further obligation if any
person significantly involved in initiating, negotiating, securing, drafting or creating the
Agreement on behalf of the City is or becomes at any time while this Agreement or an
extension of this Agreement is in effect, an employee of or a consultant to any other
party to this Agreement. The cancellation shall be effective when the Contractor
receives written notice of the cancellation unless the notice specifies a later time.
8.4.
Gratuities. City may, by written notice, terminate this Agreement, in whole or in part,
if City determines that employment or a Gratuity was offered or made by Contractor
or a representative of Contractor to any officer or employee of City for the purpose
of influencing the outcome of the procurement or securing this Agreement, an
amendment to this Agreement, or favorable treatment concerning this Agreement,
including the making of any determination or decision about agreement performance. The
City, in addition to any other rights or remedies, shall be entitled to recover exemplary
damages in the amount of three times the value of the Gratuity offered by Contractor.
8.5.
Suspension or Debarment. City may, by written notice to the Contractor, immediately
terminate this Agreement if City determines that Contractor has been debarred,
suspended or otherwise lawfully prohibited from participating in any public procurement
activity, including but not limited to, being disapproved as a subcontractor of any public
procurement unit or other governmental body. Submittal of an offer or execution of an
agreement shall attest that the Contractor is not currently suspended or debarred. If
Contractor becomes suspended or debarred, Contractor shall immediately notify City.
8.6.
Continuation of Performance Through Termination. The Contractor shall continue to
perform, in accordance with the requirements of the Agreement, up to the date of
termination, as directed in the termination.
8.7.
No Waiver. Either party's failure to insist on strict performance of any term or condition
of the Agreement shall not be deemed a waiver of that term or condition even if the party
accepting or acquiescing in the nonconforming performance knows of the nature of the
performance and fails to object to it.
8.8.
Availability of Funds for the next Fiscal Year. Funds may not presently be available
under this Agreement beyond the current fiscal year. No legal liability on the part of the
City for services may arise under this Agreement beyond the current fiscal year until funds
are made available for performance of this Agreement. The City may reduce services or
terminate this Agreement without further recourse, obligation, or penalty in the event that
insufficient funds are appropriated. The City Manager shall have the sole and unfettered
discretion in determining the availability of funds.
9. FORCE MAJEURE: Neither party shall be responsible for delays or failures in performance
resulting from acts beyond their control. Such acts shall include, but not be limited to, acts of
God, riots, acts of war, epidemics, governmental regulations imposed after the fact, fire,
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communication line failures, power failures, or earthquakes.
10. DISPUTE RESOLUTION:
10.1. Arizona Law. This Agreement shall be governed and interpreted according to the laws of
the State of Arizona.
10.2. Jurisdiction and Venue. The parties agree that this Agreement is made in and shall be
performed in Maricopa County. Any lawsuits between the Parties arising out of this
Agreement shall be brought and concluded in the courts of Maricopa County in the State
of Arizona, which shall have exclusive jurisdiction over such lawsuits.
10.3. Fees and Costs. Except as otherwise agreed by the parties, the prevailing party in any
adjudicated dispute relating to this Agreement is entitled to an award of reasonable
attorney's fees, expert witness fees and costs including, as applicable, arbitrator fees.
11. INDEMNIFICATION: To the fullest extent permitted by law, Contractor, its successors, assigns
and guarantors, shall defend , indemnify and hold harmless City and any of its elected or
appointed officials, officers, directors, commissioners, board members, agents or employees
from and against any and all allegations, demands, claims, proceedings, suits, actions,
damages, penalties and fines (including, but not limited to, attorney fees, court costs, and
the cost of appellate proceedings), judgments or obligations, which may be imposed
upon or incurred by or asserted against the City arising from or out of, or resulting from
any negligent or intentional actions, acts, errors, mistakes or omissions caused in whole
or part by Contractor, or any of its subcontractors or anyone directly or indirectly
employed by any of them or anyone for whose acts any of them may be liable, relating to
the discharge of any duties or the exercise of any rights or privileges arising from or
incidental to this Contract/Agreement, including but not limited to, any injury or damages
claimed by any of Contractor's and subcontractor's employees.
12. INSURANCE REQUIREMENTS:
12.1. General: Contractor must procure insurance under the terms and conditions and for
the amounts of coverage set forth in Exhibit C against claims that may arise from or
relate to performance of the work under this Agreement by Contractor and its agents,
representatives, employees, and subcontractors. Contractor and any subcontractors
must maintain this insurance until all of their obligations have been discharged,
including any warranty periods under this Agreement. These insurance requirements
are minimum requirements for this Agreement and in no way limit the indemnity
covenants contained in this Agreement. The City in no way warrants that the minimum
limits stated in Exhibit C are sufficient to protect the Contractor from liabilities that
might arise out of the performance of the work under this Agreement by the
Contractor, the Contractor’s agents, representatives, employees, or subcontractors.
Contractor is free to purchase such additional insurance as may be determined
necessary.
13. NOTICES: All notices or demands required to be given pursuant to the terms of this
Agreement shall be given to the other party in writing, delivered by hand or registered or
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certified mail, at the addresses set forth below, or to such other address as the parties
may substitute by written notice given in the manner prescribed in this paragraph.
For the City
For the Contractor
Name:
Christina Pryor Name: Mona Zielke
Title:
Purchasing Manager Title: Senior VP, Enterprise Client Services
and Claims
Address: 175 S. Arizona Ave., 3rd Floor Address: 20 Washington Avenue South
Chandler, AZ 85225 Minneapolis, MN 55401
Phone:
480-782-2403 Phone: 612-342-7694
Email: christina.pryor@chandleraz.gov Email: mona.zielke@voya.com
Notices shall be deemed received on date delivered, if delivered by hand, and on the
delivery date indicated on receipt if delivered by certified or registered mail.
14. CONFLICT OF INTEREST:
14.1. No Kickback. Contractor warrants that no person has been employed or retained to solicit
or secure this Agreement upon an agreement or understanding for a commission,
percentage, brokerage or contingent fee; and that no member of the City Council or any
employee of the City has any interest, financially or otherwise, in the firm unless this
interest has been declared pursuant to the provisions of A.RS. Section 38-501. Any such
interests were disclosed in Contractor's proposal to the City.
14.2. Kickback Termination. City may cancel any agreement, without penalty or obligation, if
any person significantly involved in initiating, negotiating, securing, drafting or creating the
Agreement on behalf of the City is, at any time while the Agreement or any extension of
the Agreement is in effect, an employee of any other party to the Agreement in any capacity
or a Contractor to any other party to the Agreement with respect to the subject matter of
the Agreement. The cancellation shall be effective when written notice from City is received
by all other parties, unless the notice specifies a later time (A.RS. §38-511).
14.3. No Conflict: Contractor stipulates that its officers and employees do not now have a
conflict of interest and it further agrees for itself, its officers and its employees that it will
not contract for or accept employment for the performance of any work or services with
any individual business, corporation or government unit that would create a conflict of
interest in the performance of its obligations pursuant to this project.
15. GENERAL TERMS:
15.1. Assignment: Services covered by this Agreement shall not be assigned in whole or in part
without the prior written consent of the City.
15.2. Amendments. The Agreement may be modified only through a written Agreement
Amendment executed by authorized persons for both parties. Changes to the Agreement,
including the addition of work or materials, the revision of payment terms, or the
substitution of work or materials, directed by a person who is not specifically authorized by
the City in writing or made unilaterally by the Contractor are violations of the Agreement.
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Any such changes, including unauthorized written Agreement Amendments shall be void
and without effect, and the Contractor shall not be entitled to any claim under this
Agreement based on such changes.
15.3. Independent Contractor.
The Contractor under this Agreement is an independent
Contractor. Neither party to this Agreement shall be deemed to be the employee or agent
of the other party to the Agreement.
15.4. No Parole Evidence. This Agreement is intended by the parties as a final and complete
expression of their agreement. No course of prior dealings between the parties and no
usage of the trade shall supplement or explain any terms used in this document and no
other understanding either oral or in writing shall be binding.
15.5. Authority: Each party hereby warrants and represents that it has full power and authority
to enter into and perform this Agreement, and that the person signing on behalf of each
has been properly authorized and empowered to enter this Agreement. Each party further
acknowledges that it has read this Agreement, understands it, and agrees to be bound by
it.
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This Agreement shall be in full force and effect only when it has been approved and executed
by the duly authorized City officials.
FOR THE CITY
FOR THE CONTRACTOR
By: _________________________________________
By: _________________________________________
Its: Mayor
Its: _________________________________________
APPROVED AS TO FORM:
By: _________________________________________
City Attorney
ATTEST:
By: _________________________________________
City Clerk
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Vice President
EXHIBIT A TO CHANDLER SERVICES AGREEMENT
SCOPE OF SERVICES AND MINIMUM REQUIREMENTS
The Contractor shall provide insurance and related services to eligible classes as described in
RFP #HR2-948-4496 and Contractor’s written response thereto as further explained and clarified in
Contractor’s Best and Final Officer and Clarification document. Contractor shall provide:
•
Life insurance and Accidental Death and Dismemberment (“AD&D”) insurance to eligible
City employees;
•
Life insurance and AD&D (if retirees who also have life insurance coverage) to retirees of
the City;
•
Optional supplemental life insurance to benefit-eligible employee classes;
•
Life insurance and optional supplemental life insurance for spouses and children of
employees in benefit-eligible classes
•
Voluntary AD&D insurance for employee, their spouses, and/or children; and
•
Benefit enhancements including EAP, Funeral Planning, Online Will Prep, and Travel
Assistance
1. In situations where a City employee is married to another City employee and both are benefit-
eligible and each has Basic life insurance and/or AD&D insurance and has covered their spouse
and/or child under the optional life insurance and AD&D dependent life insurance benefit,
Contractor shall continue to provide any such coverage in existence June 1, 2022, or at the time
of the commencement of the Agreement.
2. The initial rates shall be guaranteed at a minimum for three (3) years effective January 1, 2023.
3. The Contractor shall provide detailed life insurance and AD&D claims experience for actives
and retirees by employee, dependent spouse, and dependent child(ren) as specified by the
City and at minimum annually at no cost to the City.
4. The Contractor shall provide final renewal rates, costs, and underwriting analysis and
documentation to the City at least 210 days prior to the contract anniversary date as well as
any data relevant to the renewal at the request of the City at no cost to the City.
5. The Contractor must cover all benefits from the effective date of the contract such that no
employee or dependent currently insured will suffer a loss of coverage by virtue of a change
in contractors other than by a change in plan design as specified by the City. No employee or
dependent shall lose benefits because of transition issues from the current carrier to the
awarded carrier.
6. Commissions are not to be included in the rates submitted unless included in the carrier’s
filing with the State for Employer paid or Employee paid premiums. Any proposal that includes
payment of commissions or any other form of remuneration shall be deemed non-responsive
unless fully disclosed and approved by the City. If commissions or fees are included in the filed
rates and cannot be removed from the rates provided, the level of commissions included in
the proposed rates must be disclosed and noted.
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7. The Contractor must agree to provide and administer, at a minimum, the current plans as
specified in the City’s policy documents.
8. The Contractor will comply with all HIPAA Privacy Rule Regulations where applicable.
9. The Contractor will provide all Summary Plan Descriptions, Summary Benefit Booklets, and
other customized communications (i.e. fliers, postcards, etc.) at no additional cost to the City.
9. The Contractor will provide any professional service representatives the City requires to
understand, analyze, and/or plan for any plan changes including but not limited to general
account servicing, underwriting-actuarial, clinical, and/or operational support.
10. The Contractor shall participate in any open enrollment or special enrollment activities as
specified by the City and shall provide materials and staff support as required at no additional
cost to the City.
11. The Contractor agrees the City may at any time request a change in key personnel assigned to
service their account. In addition, should there be a change in key assigned personnel, the City
will be immediately notified and changed personnel will be replaced with personnel of
substantially equal ability and qualifications as established at the time of the award.
12. The Contractor will maintain all pertinent claim records for up to seven years including claim
records, individual case review and notes, and any member inquiry records as prudent
business practice and provisions dictate.
13. The Contractor shall maintain identical eligibility requirements and continued coverage
provisions as identified by the City, and as may be amended from time to time. The Contractor
shall provide coverage to all eligible employees and dependents as determined by the City.
14. The Contractor shall provide coverage for members on approved leave of absence (with or
without pay) provided the member continues to pay premiums according to City rules for the
period of approved leave of absence, other than those that are covered under an accepted
waiver of premium arrangement. The Contractor shall also accept waiver of premium
retrospectively at a minimum of 90 days.
15. The City shall determine eligibility for benefits while the Contractor shall determine benefits
payable.
16. The Contractor’s “actively at work” provision will be waived for current covered employees.
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EXHIBIT A 1
CITY OF CHANDLER BEST AND FINAL OFFER
M E M O R A N D U M
V I A E - M A I L
To:
Chris Snyder, Employee Benefits Senior Sales Representative
Voya/ReliaStar Life Insurance Company
From:
Jeanna Carlton
Sr. Health Benefits Analyst, Client Manager
Date:
July 28, 2022
Re:
Best and Final Offer for Request for the City of Chandler
RFP #HR2-948-4496
Segal, on behalf of the City of Chandler, hereby requests a “Best and Final” offer for Life and AD&D
from your firm. The offer is an opportunity for your firm to make revisions to your cost proposal
that you feel would make your offer more attractive. If you do not submit a revised offer by the
due date and time, your previous offer will be considered your final offer.
Please note your “Best and Final” offer should include the following items:
1. Answer the attached questionnaire.
Answer: Confirmed, the attached questionnaire has been completed.
2. Completion of the attached Best and Final Financial Exhibit Spreadsheets.
Answer: Confirmed, the attached exhibits have been completed.
Your “Best and Final” offer must be submitted via e-mail to jcarlton@segalco.com no later than
12:00 p.m. Arizona time on Wednesday, August 2, 2022.
Should you have any questions regarding the content of this request, please contact Jeanna
Carlton at jcarlton@segalco.com for assistance.
1. Please answer the following request in detail: Indicate any enhanced current services (financial
planning, EAP, identity theft, funeral services, etc.) included in your proposal or at an additional
cost (indicate the cost). Include marketing materials you feel would be beneficial in further
explaining these services.
Answer: Included with our Renewal is EAP, Funeral Planning, On Line Will Prep, and
Travel Assistance. Please see the included flyers for your reference.
2. Confirm that your firm has completed the attached Excel workbook for Life, Voluntary Life and
AD&D Fees. Complete the worksheets in their entirely accurately.
Answer: Confirmed.
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EXHIBIT A 2
CITY OF CHANDLER CLARIFICATION
M E M O R A N D U M
V I A E - M A I L
To:
Chris Snyder, Sr. Sales Representative
Voya
From:
Jeanna Carlton
Sr. Health Benefits Analyst, Client Manager
Date:
July 1, 2022
Re:
Clarification Request for the City of Chandler
RFP #HR2-948-4496 Basic and Voluntary Life and AD&D
Segal, on behalf of the City of Chandler, is requesting clarifications for RFP responses that don’t
match the current contract and/or policy, and for areas where the current policy differs from the
contract.
Should you have any questions regarding the content of this request, please contact Jeanna
Carlton at jcarlton@segalco.com for assistance.
1. The current waiting period for WOP was waived in the 2017 RFP and contract, this doesn’t
appear to have been updated in the policy? Please confirm that there is no waiting period for
Waiver of Premium and if awarded, Voya would match that going forward.
Response: Voya will include no waiting period for the Waiver of Premium.
2. Regarding the eligibility rules being listed in the certificate/policy, the City would prefer that
the document just states that Voya will “follow the City’s eligibility rules”. This would avoid
needing amendments if the City changes their eligibility rules in the future. Please confirm that
this language could be changed.
Response: Yes, we are agreeable to this request. We would like the City to provide us what
their eligibility rules are so we know. In addition, if there are changes, we would ask that Voya
is notified of what their new eligibility rules are. That way, if there is a change that significantly
impacts the risk characteristics of the plan, we can discuss this with Segal and the City of
Chandler. For example (thought not a likely example), if the City changed their eligibility
waiting period to two years and due to this, the number of eligible lives decreased by half, that
would have an impact on the risk which would require further discussion.
3. Voluntary life Q17 regarding an annual open enrollment period at which time EOI would not
be required was answered “N/A” by Voya. The City would like to be able to offer this benefit
going forward. Please confirm whether Voya would agree to this request.
Response: The current participation in the Voluntary Life is very high at around 49%. When
participation is so high, it leads to a much higher degree of Adverse Selection when Open
Enrollments are offered. As such, we are unable to offer a full Annual Open Enrollment. What
we are able to do is offer a Modified Annual Enrollment solution. This would be for current
participants in the plan. It would work as follows:
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Employees: current participants can increase their coverage by three increments ($30,000) at
each annual enrollment, up to the Guarantee Issue (GI), without providing Evidence of
Insurability (EOI).
Spouses: current participants can increase their coverage by three increments ($15,000) at
each annual enrollment, up to the GI, without EOI.
Children: can always elect their full amount ($10,000) without EOI.
4. Voluntary AD&D Q3a: The current agreement does not have a “salary times” restriction for the
Voluntary AD&D. Employees can elect up to $500,000 in $10,000 increments. Please confirm
you can provide this same benefit.
Response: This is confirmed.
5. Basic dependent life coverage: Per the current agreement, the City offers basic dependent life
at $1,000 for both spouse and children. This is included as part of the basic life rate, not a
separate basic life rate. Please confirm this benefit will be matched as currently being
provided.
Response: This is confirmed that we will be matching this as it is currently provided.
6. Voluntary AD&D: Please confirm that the elected amount does not need to match elected
voluntary life amount.
Response: Confirmed, the elected Voluntary AD&D amount does not need to match the
elected Voluntary Life amount.
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EXHIBIT A 3
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EXHIBIT B TO CHANDLER SERVICES AGREEMENT
COMPENSATION AND FEES
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EXHIBIT C TO AGREEMENT
INSURANCE
INSURANCE
General.
A.
At the same time as execution of this Agreement, the Contractor shall furnish the City a
certificate of insurance on a standard insurance industry ACORD form. The ACORD form
must be issued by an insurance company authorized to transact business in the State of
Arizona possessing a current A.M. Best, Inc. rating of A-7, or better and legally authorized
to do business in the State of Arizona with policies and forms satisfactory to City.
Provided, however, the A.M. Best rating requirement shall not be deemed to apply to
required Workers’ Compensation coverage.
B.
The Contractor and any of its subcontractors shall procure and maintain, until all of their
obligations have been discharged, including any warranty periods under this Agreement
are satisfied, the insurances set forth below.
C.
The insurance requirements set forth below are minimum requirements for this
Agreement and in no way limit the indemnity covenants contained in this Agreement.
D.
The City in no way warrants that the minimum insurance limits contained in this
Agreement are sufficient to protect Contractor from liabilities that might arise out of the
performance of the Agreement services under this Agreement by Contractor, its agents,
representatives, employees, subcontractors, and the Contractor is free to purchase any
additional insurance as may be determined necessary.
E.
Failure to demand evidence of full compliance with the insurance requirements in this
Agreement or failure to identify any insurance deficiency will not relieve the Contractor
from, nor will it be considered a waiver of its obligation to maintain the required
insurance at all times during the performance of this Agreement.
F.
Use of Subcontractors: If any work is subcontracted in any way, the Contractor shall
execute a written contract with Subcontractor containing the same Indemnification
Clause and Insurance Requirements as the City requires of the Contractor in this
Agreement. The Contractor is responsible for executing the Agreement with the
Subcontractor and obtaining Certificates of Insurance and verifying the insurance
requirements.
Minimum Scope and Limits of Insurance. The Contractor shall provide coverage with limits of liability
not less than those stated below.
A.
Commercial General Liability-Occurrence Form. Contractor must maintain “occurrence”
form Commercial General Liability insurance with a limit of not less than $2,000,000 for
each occurrence, $4,000,000 aggregate. Said insurance must also include coverage for
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products and completed operations, independent contractors, 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 than underlying insurance.
B.
Automobile Liability-Any Auto or Owned, Hired and Non-Owned Vehicles
Vehicle Liability: Contractor must maintain Business/Automobile Liability insurance with
a limit of $1,000,000 each accident on Contractor owned, hired, and non-owned vehicles
assigned to or used in the performance of the Contractor’s work or services under this
Agreement. If any Excess or Umbrella insurance is utilized to fulfill the requirements of
this paragraph, the Excess or Umbrella insurance must be “follow form” equal or broader
in coverage scope than underlying insurance.
C.
Workers Compensation and Employers Liability Insurance: Contractor must maintain
Workers Compensation insurance to cover obligations imposed by federal and state
statutes having jurisdiction of Contractor employees engaged in the performance of work
or services under this Agreement and must also maintain Employers’ Liability insurance
of not less than $1,000,000 for each accident and $1,000,000 disease for each employee.
D.
Cyber Errors and Omissions Liability including Network Security and Privacy Liability
For Contracts under $500,000
Minimum Limits:
Per Loss
$ 3,000,000
Aggregate
$ 3,000,000
For Service Contracts over $500,001
Minimum Limits:
Per Loss
$ 5,000,000
Aggregate
$ 5,000,000
The policy shall cover professional misconduct or lack of ordinary skill for those positions
defined in the Scope of Services of this contract.
In the event that the professional liability insurance required by this Contract is written
on a claims-made basis, Contractor warrants that any retroactive date under the policy
shall precede the effective date of this Contract; and that either continuous coverage will
be maintained or an extended discovery period will be exercised for a period of two years
beginning at the time work under this Contract is completed.
If such insurance is maintained on an occurrence form basis, Contractor shall maintain
such insurance for an additional period of one year following termination of Contract. If
such insurance is maintained on a claims-made basis, Contractor shall maintain such
insurance for an additional period of three years following termination of the Contract.
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If Contractor contends that any of the insurance it maintains pursuant to other sections
of this clause satisfies this requirement (or otherwise insures the risks described in this
section), then Contractor shall provide proof of same.
The insurance shall provide coverage for the following risks
a. Liability arising from theft, dissemination and / or use of confidential information (a
defined term including but not limited to bank account, credit card account, personal
information such as name, address, social security numbers, etc. information) stored
or transmitted in electronic form
b. Network Security Liability arising from the unauthorized access to, use of or tampering
with computer systems including hacker attacks, inability of an authorized third party,
to gain access to your services including denial of service, unless caused by a
mechanical or electrical failure
c. Liability arising from the introduction of a computer virus into, or otherwise causing
damage to, a customer’s or third person’s computer, computer system, network or
similar computer related property and the data, software, and programs thereon.
Additional Requirements:
a. The policy shall provide a waiver of subrogation
Additional Policy Provisions Required.
1. The Contractor’s insurance must contain broad form contractual liability coverage.
2. The Contractor's insurance coverage must be primary insurance with respect to the
City, its officers, officials, agents, and employees. Any insurance or self-insurance
maintained by the City, its officers, officials, agents, and employees shall be in excess
of the coverage provided by the Contractor and must not contribute to it.
3. The Contractor's insurance must apply separately to each insured against whom
claim is made or suit is brought, except with respect to the limits of the insurer's
liability.
4. Coverage provided by the Contractor must not be limited to the liability assumed
under the indemnification provisions of this Agreement.
5. The policies must contain a severability of interest clause and waiver of subrogation
against the City, its officers, officials, agents, and employees, for losses arising from
Work performed by the Contractor for the City.
6. The Contractor, its successors and or assigns, are required to maintain Commercial
General Liability insurance as specified in this Agreement for a minimum period of
three years following completion and acceptance of the Work. The Contractor must
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submit a Certificate of Insurance evidencing Commercial General Liability insurance
during this three year period containing all the Agreement insurance requirements,
including naming the City of Chandler, its agents, representatives, officers, directors,
officials and employees as Additional Insured as required.
7. If a Certificate of Insurance is submitted as verification of coverage, the City will
reasonably rely upon the Certificate of Insurance as evidence of coverage but this
acceptance and reliance will not waive or alter in any way the insurance requirements
or obligations of this Agreement.
B.
Insurance Cancellation During Term of Contract/Agreement.
1. If any of the required policies expire during the life of this Contract/Agreement, the
Contractor must forward renewal or replacement Certificates to the City within ten
days after the renewal date containing all the required insurance provisions.
2. Each
insurance
policy
required
by
the
insurance
provisions
of
this
Contract/Agreement shall provide the required coverage and shall not be suspended,
voided or canceled except after 30 days prior written notice has been given to the
City, except when cancellation is for non-payment of premium, then ten days prior
notice may be given. Such notice shall be sent directly to Chandler Law-Risk
Management Department, Post Office Box 4008, Mailstop 628, Chandler, Arizona
85225. If any insurance company refuses to provide the required notice, the
Contractor or its insurance broker shall notify the City of any cancellation, suspension,
non-renewal of any insurance within seven days of receipt of insurers’ notification to
that effect.
A.
City as Additional Insured. The policies are to contain, or be endorsed to contain, the
following provisions:
1. The Commercial General Liability and Automobile Liability policies are to contain, or
be endorsed to contain, the following provisions: The City, its officers, officials,
agents, and employees are additional insureds with respect to liability arising out of
activities performed by, or on behalf of, the Contractor including the City's general
supervision of the Contractor; Products and Completed operations of the Contractor;
and automobiles owned, leased, hired, or borrowed by the Contractor.
2. The City, its officers, officials, agents, and employees must be additional insureds to
the full limits of liability purchased by the Contractor even if those limits of liability
are in excess of those required by this Agreement.
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CONTRACT DOCUMENT 4
PROTECTED HEALTH INFORMATION CONFIDENTIALITY AGREEMENT
This Protected Health Information Confidentiality Agreement (the “Agreement”) is entered into as of
________________________ (the “Agreement Effective Date”) by and between ReliaStar Life Insurance
Company or its affiliate ReliaStar Life Insurance Company of New York (the “Company”), and City of
Chandler (the “Employer”). Employer shall be referred to herein as a “Disclosing Party”.
RECITALS
A.
The Employer is seeking to purchase or has purchased a group life insurance policy, which
includes Accidental Death and Dismemberment coverage (the “Policy”) from the Company to
cover employees.
B.
The Disclosing Party may provide or disclose Protected Health Information (as defined below) to
the Company in connection with the underwriting or payment of claims under the Policy.
C.
The purpose of this agreement is to limit the use and disclosure of PHI by the Company to the
purposes provided for herein and to provide reasonable assurances to Disclosing Party that the
Company will maintain appropriate safeguards to protect PHI from any use or disclosure
contrary to this Agreement and the Privacy Rule and Security Rule to the extent applicable (each
as defined below).
SECTION 1: DEFINITIONS
1.1
Breach. “Breach” shall have the same meaning given to such term in 45 C.F.R. § 164.402, as may
be amended from time to time.
1.2
Data Aggregation. “Data Aggregation” shall mean, with respect to Protected Health Information
received by the Company, the combining of such Protected Health Information with Protected health
information received by the Company under other stop-loss policy or policies, to permit data analyses
as they relate to Health Care Operations.
1.3
Designated Record Set. “Designated Record Set” shall have the same meaning as the term
“designated record set” in 45 C.F.R § 164.501, as may be amended from time to time.
1.4
Electronic Protected Health Information. “Electronic Protected Health Information” shall have
the same meaning as “electronic protected health information” in 45 C.F.R. § 160.103, as may be
amended from time to time.
1.5
Health Care. “Health Care” shall have the same meaning as the term “health care” in 45 C.F.R. §
160.103, as may be amended from time to time.
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1.6
Health Care Operations. “Health Care Operations” shall have the same meaning as the term
“health care operations” in 45 C.F.R. § 164.501, as may be amended from time to time and shall include,
but not be limited to, underwriting of the Policy including activities of the Company for the reinsurance
of the Policy.
1.7
Individual. “Individual” shall have the same meaning as the term “individual” in 45 C.F.R § 160.103
and shall include a person’s personal representative who is treated as the Individual in accordance with
45 C.F.R § 164.502(g), as each may be amended from time to time.
1.8
Limited Data Set. “Limited Data Set” shall have the same meaning as the term “limited data set”
in 45 C.F.R. § 164.514(e), as may be amended from time to time.
1.9
Payment. “Payment” shall mean the same meaning as payment in 45 C.F.R. § 164.501, as may
be amended from time to time, and shall include activities for the purpose of obtaining payment under
the Policy and shall include, but not be limited to, Policy claim review, assessing primary and secondary
coverage as between the Policy and the Group Health Plan under coordination of benefit provisions,
pursuing subrogation claims and rights and submission of claim information under reinsurance policies
or treaties between the Company and an insurance company that provides reinsurance benefits to the
Company with respect to the Policy.
1.10
Privacy Rule. “Privacy Rule” shall mean the Standards for Privacy of Individually Identifiable
Health Information at 45 C.F.R part 160 and part 164, subparts A and E, as may be amended from time
to time, as applied to the Company’s use and disclosure of PHI provided for in this Agreement.
1.11
Protected Health Information (“PHI”). “Protected Health Information” shall have the same
meaning as the term “protected health information” in 45 C.F.R § 160.103, as may be amended from
time to time, limited to the information received by the Company from any Disclosing Party.
1.12
Required By Law. “Required By Law” shall have the same meaning as the term “required by law”
in 45 C.F.R § 164.103, as many be amended from time to time.
1.13
Secretary. “Secretary” shall mean the Secretary of the Department of Health and Human Services
or his or her designee.
1.14
Security Rule. “Security Rule” shall mean the Security Standards at 45 C.F.R. Parts 160 and Part
164, Subparts A and C, as may be amended from time to time, as applied to the Company’s use and
disclosure of PHI provided for in this Agreement.
1.15
Transactions. “Transactions” shall have the same meaning as the term “transactions” in 45 C.F.R.
§ 164.103, as may be amended from time to time.
1.16
Unsecured PHI. “Unsecured PHI” shall have the same meaning given to such term under 45
C.F.R. § 402), as may be amended from time to time.
SECTION 2: LIMITED DATA SET - PERMITTED USES AND DISCLOSURES
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2.1
Permitted Uses and Disclosures. The Company may use PHI provided to it in the form of a
Limited Data Set solely for the underwriting of the Policy. Except as provided for in Section 3 of this
Agreement, the Company shall not use or disclose PHI under this Section for any other purpose.
2.2
Identification. The Company agrees not to undertake any action during the underwriting
process and the placement of the Policy which may cause the PHI, including the Limited Data Set, to
identify any Individual, nor shall the Company knowingly contact any Individual whose PHI is included
in the Limited Data Set.
2.3
Policy Not Issued. Upon conclusion or termination of the underwriting process in which the
Policy is not issued by the Company, the Company shall destroy any property received from any party
which may be in the Company’s possession including all PHI, confidential information, products,
materials, memoranda, notes, records, reports, or other documents or photocopies of the same,
including without limitation any of the foregoing recorded on any computer or any machine readable
medium.
SECTION 3: PHI – PERMITTED USES AND DISCLOSURES
3.1
Purpose of PHI Disclosure. The Disclosing Party may provide and disclose PHI to the Company
for underwriting of the Policy.
3.2
Permitted Uses. The Company may use PHI received from the Disclosing Party solely for the
purpose for which it is provided as specified in Section 3.1 of this Agreement.
3.3
Permitted Disclosures. The Company may disclose PHI for underwriting and the payment of
claims under the Policy provided that the Company obtains reasonable assurances from the person to
whom the information is disclosed that it will remain confidential and will be used or further disclosed
only as Required by Law or for the purpose for which it was disclosed to the person (which purpose
must be consistent with the limitations imposed upon the Company pursuant to this Agreement) and
the person agrees to notify the Company of any use or disclosure of PHI of which it becomes aware in
which the confidentiality of the information has been breached.
3.4
Required by Law. The Company may disclose the PHI if and to the extent that such disclosure
is Required by Law.
3.5
Data Aggregation. The Company may use PHI to provide Data Aggregation services, including
use of PHI for statistical compilations, reports, research and all other purposes allowed under
applicable law.
3.6
De-identified Data. The Company may create de-identified PHI in accordance with the standards
set forth in 45 C.F.R. § 164.514(b), as may be amended from time to time, and may use or disclose such
de-identified data for any purpose.
SECTION 4: OBLIGATIONS OF THE COMPANY
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4.1
Privacy of PHI. The Company will maintain appropriate safeguards to reasonably protect PHI
from any intentional or unintentional use or disclosure contrary to this Agreement and the Privacy
Rule.
4.2
Security of PHI. The Company shall ensure that its information security programs include
appropriate administrative, physical and technical safeguards designed to prevent the use or disclosure
of confidential information, such as the PHI received by the Company, contrary to this Agreement and
the Security Rule.
4.3
Notification of Disclosures. The Company will report to the Disclosing Party any use or
disclosure of PHI not provided for by this Agreement of which it becomes aware.
4.4
Notification of Breach. The Company will notify the Disclosing Party of any Breach of Unsecured
PHI as soon as practicable, and no later than 30 days after discovery of such Breach. The Company’s
notification of a Breach will include: (a) the identification of each Individual whose Unsecured PHI has
been, or is reasonably believed by the Company to have been, accessed, acquired or disclosed during
the Breach; and (b) any particulars regarding the Breach that the Employer would need to include in its
notification, as such particulars are identified in 45 C.F.R. § 164.404, as may be amended from time to
time.
4.5
Mitigation. To the extent practicable, the Company will cooperate with the Disclosing Party’s
efforts to mitigate a harmful effect that is known to the Company of a use or disclosure of PHI not
provided for in this Agreement.
4.6
HIPAA Compliance Support. The Company agrees to make internal practices, books, and
records, including policies and procedures of its information security program, relating to the use and
disclosure of confidential information, such as the PHI received by the Company, available to the
Secretary, as requested by the Employer, or designated by the Secretary, for purposes of the Secretary
determining the Employer’s compliance with the Privacy Rule.
SECTION 5: OBLIGATIONS OF THE DISCLOSING PARTIES
5.1
Privacy Practices. The Employer will notify the Company of any changes to the limitation(s) in
the Employer’s notice of privacy practices in accordance with 45 C.F.R. § 164.520, as amended from
time to time, to the extent that such a limitation may affect the Company’s use or disclosure of PHI
under this Agreement. The Employer will provide such notice no later than 15 days prior to the effective
date of the limitation. The Employer confirms that the it’s privacy notice discloses the use and
disclosure of PHI for Health Care Operations and Payments as permitted by this Agreement.
5.2.
Minimum Necessary. Disclosing Party shall limit PHI to the minimum necessary to accomplish
the permitted uses and disclosures of the Company provided for in this Agreement when providing or
disclosing PHI to the Company in accordance with 45 C.F.R. § 164.502(b) and 45 C.F.R. § 164.514(d), as
each may be amended from time to time.
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5.3.
Payment and Health Care Operations Standards. Disclosing Party shall ensure that the use and
disclosure of PHI by the Company complies with the standards of 45 C.F.R. § 164.506, as may be
amended from time to time.
5.4
Electronic PHI. Disclosing Party shall not provide Electronic PHI to the Company in the form of
“unsecured protected health information” as defined in 45 C.F.R. § 164.402, as may be amended from
time to time.
6.
TERM AND TERMINATION
6.1
Term. This Agreement will commence as of the Agreement Effective Date and will terminate in
accordance with Section 2.3 or upon the termination of the Policy.
6.2
Termination for Cause. Upon either party’s knowledge of a material breach by the other party
of this Agreement, such party will provide written notice to the breaching party detailing the nature of
the breach and providing an opportunity to cure the breach within 30 business days. Upon the
expiration of such 30 day cure period, the non-breaching party may terminate this Agreement and, at
its election, the Policy, if cure is not possible.
6.3
Effect of Termination. Upon termination of this Agreement or the Policy, the Company
will: (a) extend the protections of this Agreement to all PHI retained by Company; (b) limit further uses
and disclosures of such PHI to those purposes provided for in this Agreement for so long as the
Company maintains such PHI; and (c) where possible, only disclose such PHI to a third party if the
information has been de-identified in accordance with the standards set forth in 45 C.F.R. § 164.514(b),
as may be amended from time to time. The parties acknowledge and agree that it is not feasible for the
Company to return or destroy all PHI received by the Company under this Agreement; provided,
however, that the Company’s retention of PHI upon the termination of the Agreement or the Policy
shall be solely for the purposes of complying with state record retention and insurance regulatory
requirements applicable to the Policy and the Company as a licensed insurance company and for the
Company’s reinsurance obligations under reinsurance policies or treaties covering the Policy.
SECTION 7: SURVIVAL
The respective rights and obligations of the parties under Section 6.3 of this Agreement will survive the
termination of this Agreement and the Policy.
SECTION 8: GENERAL
8.1
Relationship of the Parties under HIPAA. Disclosing Party agrees and acknowledges that the
Company does not perform any function or service on behalf of any Group Health Plan and this
Agreement should not be construed and does not establish any contractual relationship for services.
The Company is not an agent or sub-contractor of any Disclosing Party or any Group Health Plan. Each
Disclosing Party acknowledges and agrees that the Company does not provide Health Care to or for
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any Individual either directly or indirectly on behalf of any Group Health Plan. The Company does not
conduct Transactions with any Group Health Plan or any Disclosing Party on behalf of any Group Health
Plan and any Electronic PHI provided to the Company for the purposes of this Agreement shall not be
subject to the administrative requirements of 45 C.F.R. § 162, as may be amended from time to time.
Disclosing Party does not intend for the Company to maintain any PHI in a Designated Record Set.
8.2.
Governing Law. This Agreement is governed by, and will be construed in accordance with, the
laws of the state in which the Policy is issued.
8.3
Legal Actions. Any action relating to this Agreement must be commenced within one year after
the date upon which the cause of action accrued.
8.4
Successors and Assigns. This Agreement and each party’s obligations hereunder will be binding
on the representatives, assigns, and successors of such party and will inure to the benefit of the assigns
and successors of such party. No party may assign this Agreement without the prior written consent
of Company, which will not be unreasonably withheld.
8.5
Severability. If any part of a provision of this Agreement is found illegal or unenforceable, it will
be enforced to the maximum extent permissible, and the legality and enforceability of the remainder
of that provision and all other provisions of this Agreement will not be affected.
8.6
Notices. All notices relating to the parties’ legal rights and remedies under this Agreement will
be provided in writing to a party, will be sent to its address set forth in the Policy, or to such other
address as may be designated by that party by notice to the sending party, and will reference this
Agreement.
8.7
Amendment and Waiver. This Agreement may be modified, or any rights under it waived, only
by a written document executed by the authorized representatives of the parties. Nothing in this
Agreement will confer any right, remedy, or obligation upon anyone other than the Disclosing Parties
and the Company.
8.8
Entire Agreement. This Agreement is the complete and exclusive agreement between the
parties with respect to the subject matter hereof, superseding and replacing all prior agreements,
communications, and understandings (written and oral) regarding its subject matter.
8.9.
Headings and Captions. The headings and captions of the various subdivisions of this
Agreement are for convenience of reference only and will in no way modify, or affect the meaning or
construction of any of the terms or provisions hereof.
8.10. Counterparts. This Agreement may be signed in counterparts, which together will constitute one
agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their duly
authorized representatives or officers, effective as of the Agreement Effective Date.
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ReliaStar Life Insurance Company and its
affiliate ReliaStar Life Insurance
Company of New York
________________________________________
Address:
20 Washington Avenue South
Minneapolis, Minnesota 55401
EMPLOYER
City of Chandler
___________________________________
Address:
Signed
Name
Title
Date
Signed
Name
Title
Date
APPROVED AS TO FORM:
By: _________________________________________
City Attorney
ATTEST:
By: _________________________________________
City Clerk
DocuSign Envelope ID: 9DD16EFD-8F8C-46B8-B423-BD33DE72AFD4
November 2, 2022
Krista Snow
Vice President
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