R20-136 1 RESOLUTION R20-136
2
3 A RESOLUTION OF THE CITY OF BOYNTON BEACH,
4 FLORIDA, APPROVING AND AUTHORIZING THE CITY
5 MANAGER TO SIGN AN ADMINISTRATIVE SERVICES
6 AGREEMENT BETWEEN UNITED BEHAVIORAL HEALTH
7 ("OPTUM") TO PROVIDE EMPLOYEE ASSISTANCE
8 PROGRAM (EAP) SERVICES AT THE RATE OF $15.00 PER
9 EMPLOYEE, PER YEAR (ESTIMATED ANNUALIZED COST
10 OF $12,750) FROM JANUARY 1, 2021 THROUGH DECEMBER
11 31, 2021, WITH ONE ADDITIONAL ONE YEAR RENEWAL
12 OPTION; AND PROVIDING AN EFFECTIVE DATE.
13
14 WHEREAS, Counseling Services Associates, the City's contracted provider for
15 EAP services, informed the City that they were exercising the termination clause of their
16 contract which necessitated Human Resources and Gehring Group, the City's Benefits
17 Consultants, to secure a new provider for our EAP services; and
18 WHEREAS, Gehring Group provided the City with six potential provider options
19 from which the City is recommending selecting Option 2 - Optum, which exceeds the
20 minimum benefit requirements and can be timely implement; and
21 WHEREAS, Optum is affiliated with our existing group health insurance provider
22 United Healthcare, which will allow for a seamless transition of any referral for service
23 from the EAP provider.
24 NOW,THEREFORE,BE IT RESOLVED BY THE CITY COMMISSION OF
25 THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
26 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
27 being true and correct and are hereby made a specific part of this Resolution upon adoption
28 hereof.
29 Section 2. The City Commission of the City of Boynton Beach, Florida does
30 hereby approve and authorize the City Manager to sign an Administrative Services Agreement
S:\CA\RESO\Administrative Services Agreement(EAP)-Reso.Docx
31 between United Behavioral Health("Optum")to provide Employee Assistance Program(EAP)
32 services at the rate of$15.00 per employee, per year (estimated annualized cost of$12,750)
33 from January 1, 2021 through December 31, 2021, with one additional one year renewal
34 option, a copy of the Administrative Services Agreement is attached hereto as Exhibit "A".
35 Section 3. This Resolution will become effective immediately upon passage.
36 PASSED AND ADOPTED this 15 day of December, 2020
37 CITY OF BOYNTON BEACH, FLORIDA
38 YES NO
39
40 Mayor— Steven B. Grant
41
42 Vice-Mayor—Ty Penserga
43
44 Commissioner—Justin Katz ec\N
45
46 Commissioner— Woodrow L. Hay
47
48 Commissioner—Christina L. Romelus
49
50 VOTE y — C
51 ATTEST:
52
53
54
55 C , tal Gibson, MMC
56 City Clerk
57
58
59 (Corporate Seal)
60
61
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S:\CA\RESO\Administrative Services Agreement(EAP)-Reso.Docx
ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement ("Agreement") between United Behavioral Health a California
corporation, and City of Boynton Beach January 1, 2021
Section 1 Definitions
When these terms are capitalized in the Agreement they have the meanings set forth below. Defined terms may be
used in the singular or plural.
Employee: A current or former employee of Customer or an affiliated employer.
Employee Assistance Program or EAP:
Customer in finding solutions for personal and workplace problems.
ERISA: Employee Retirement Income Security Act of 1974, as amended from time to time, including all rules and
regulations promulgated thereunder.
Network: The group of Network Providers who entered into, or are governed by, contractual arrangements with
Optum to provide health care services to Plan Participants.
Network Provider: The physician, or medical professional or facility which participates in a Network and accepts
negotiated fees for providing health care services. A provider is only a Network Provider if they are participating in
a Network at the time services are rendered to the Plan Participant.
Participant: Employee beneficiary or dependent who is covered by the Plan.
PHI: Any information Optum receives or provides on behalf of the Plan which is considered Protected Health
Information as the term is defined in the privacy regulations of the Health Insurance Portability and Accountability
Act of 1996 and its implementing regulations (c
Plan: The provisions of the plan of benefits to which this Agreement applies, as described in the Summary Plan
Description.
Plan Administrator: The current or succeeding person, committee, partnership, or other entity designated by the
operation.
Plan Document(s): The documents provided to Participants that are required by ERISA and are prepared or provided
by the Plan Administrator that describe either: the Services covered by this Agreement; eligibility requirements for
participation and benefits offered under the Plan; or any other similar information. Examples of Plan Documents
include but are not limited to the following: Summary Plan Description, evidence or certificate of coverage,
description of Services or a trust agreement.
Services: Collectively, the products and services Optum provides and performs pursuant to this Agreement as set
forth in Exhibit A attached hereto.
Summary Plan Description or SPD: The document(s) ERISA requires provided to Plan Participants describing the
terms and conditions of coverage offered under the Plan.
Section 2 Benefit Plan
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2.1 Responsibility for the Plan and Plan Assets. Optum is not the Plan Administrator of the Plan. Any references in
Optum
anything beyond certain agreed upon claim administration duties. Except to the extent this Agreement specifically
requires Optum to have the fiduciary responsibility for a Plan administrative function, Customer has the sole
responsibility for all obligations of the Plan, the Plan Sponsor, and the Plan Administrator under ERISA and any other
applicable laws and regulations, including but not limited to benefit design and preparation, distribution of Plan
Documents, content and regulatory compliance of the Plan Documents.
2.2 Plan Consistent with the Agreement. Customer represents that Plan Documents are consistent with this
Agreement. Customer will provide Optum with copies of Plan Documents or any communications describing Plan
Documents prior to distributing these materials to Participants, Employees or third parties. Customer will amend
Plan Documents or communications related thereto if Optum reasonably determines that references to Optum are
not accurate, or a Plan provision is not consistent with this Agreement or the Services. Customer shall be responsible
for printing, maintaining a supply of and distributing to Participants, within a reasonable period of time before
coverage begins, the Plan Documents and all other information and forms necess
and continued eligibility for Services under the Plan.
2.3 Plan Changes. Customer will provide Optum with notice of any changes to the Plan and/or Plan Documents
within a reasonable period of time prior to the effective date of the change to allow Optum to determine if the
change will impact the Services. Any change by Customer that impacts the Services must be mutually agreed to in
writing prior to implementation of such change. Optum will notify Customer if: (i) the change
to implement or administer the change. If the parties cannot agree to a new fee within thirty (30) days of the notice
of the new fee, or if Optum notifies Customer that Optum is unable to reasonably implement or administer the
change, Optum shall have no obligation to implement or administer the change, and Customer may terminate this
Agreement upon sixty (60) days written notice.
2.4 Affiliated Employers.
to provide Optum
Section 3 Customer Responsibilities
3.1 Reliance on Data. Optum is not liable for any acts or omissions it makes in reliance on the direction or consent
from an authorized representative of Customer. Optum is not responsible or liable for any acts or omissions made
in reliance on erroneous data provided by Customer or agents, or the failure of Customer to perform its obligations
under this Agreement. Customer understands that Optum cannot timely or accurately perform its duties under this
Agreement without complete, accurate, and timely information and that Optum shall have no liability to Customer
or any Participant as a consequence of incomplete, inaccurate, or untimely information provided to Optum by
Customer or its agents. Customer understands that an additional fee may be required if Optum is required to take
corrective action as a result of such incomplete, inaccurate, or untimely information.
3.2 Authorizations, Data Integrity, and Disclosures. Customer is responsible for obtaining, prior to furnishing any
data or information to Optum (either directly or through a third party), any necessary permissions, consents, or
releases, including entering into business associate agreements if required by applicable federal, state or local laws
and/or regulations, to allow Customer to deliver Customer data to Optum and Optum to use and disclose such
Customer data as set forth under this Agreement or required by law. Optum shall not be responsible or liable for
services, programs, hardware, data files, or output Optum provides to or maintains for Customer pursuant to this
Agreement, if t
Customer's failure to comply with this Agreement. During and after the Term of this Agreement, Optum may use,
reproduce, transfer and combine Customer data and any derivatives of that data for preparing commercially
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available normative and benchmark data and databases, and for internal and external research and analysis
purposes.
3.3 Notices to Participants. In the event this Agreement terminates, Customer will notify all Participants that the
Services Optum is providing under this Agreement are discontinued.
3.4 Providing Funds for Benefits. Optum is solely responsible for providing funds for all EAP benefits payable to
Network Providers.
Section 4 Services
4.1 Administrative Services. Optum will provide the administrative services described in Exhibit A.
4.2 Network Access, Management and Administration. To the extent applicable to the Services, Optum will provide
Customer and Participants with access to Networks and Network Providers, as well as related administrative services
including physician (and other health care professional) relations, clinical profiling, contracting and credentialing,
and network analysis and system development. The make-up of the Network can change at any time. Notice will be
given in advance or as soon as reasonably possible. Optum does not employ Network Providers and they are not
agents or partners of Optum. Network Providers participate in Networks only as independent contractors. Network
Providers and the Participants are solely responsible for any health care services rendered to Participants. Optum is
not responsible for the medical outcomes or the quality or competence of any Network Provider rendering health
care services, health care services provided through an Optum affiliate network, or payment for services rendered
by a Network Provider through other network.
4.3 Customer Reporting Services. Optum will provide standard summaries of program activities to Customer as part
of the Services. Optum reserves the right, from time to time, to change the content, format and/or type of its
reports. Ad-hoc and non-standard reporting shall be mutually agreed upon by the parties and may be subject to
additional fees.
Section 5 Service Fees
5.1 Service Fees. Customer will pay Optum fees for the Services as set forth in Exhibit A of this Agreement. In
addition to the Service fees specified in Exhibit A, Customer must also pay Optum any additional fee that is
authorized by a provision elsewhere in this Agreement or is otherwise agreed to by the parties. If Customer delegates
broker or agent will not relieve Customer of that obligation in the event a broker or agent fails to pay Optum or a
payment is untimely.
5.2 Changes in Service Fees. Optum will provide Customer with at least sixty (60) days prior written notice of revised
Service fees. Service fee changes will be effective at the end of the notice period. If applicable, Optum will provide
Customer with a notice reflecting the revised Service fees that will replace the existing Exhibit A. If Customer objects
to a change in Service fees, Customer may terminate this Agreement by providing written notice to Optum within
ninety (90) days after Customer receives written notice of the new fees. Customer must still pay any amounts due
for the periods during which the Agreement is in effect and during post-termination transition services.
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5.3 Payments. Customer will remit Service fees to Optum on or before the twentieth (20) calendar day of the
current month of Services. Customer shall calculate
Service fees owed Optum based on the number of eligible Employees as of the first day of the current month of
Services. With each payment of Service fees, Customer shall provide the self bill template and such other HIPAA
compliant remittance detail that includes counts of all applicable Employees and any adjustments made to the
Service fees, together with any supporting documentation of the adjustments involving the current month and/or
up to the previous two months of Services provided.
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5.4 Penalties. If monthly Service f
Customer will pay Optum interest on the fees owed at the interest rate of one percent (1%) for each thirty (30) day
period or portion thereof for any outstanding balance. Optum billed Customers will be charged accrued interest in
Self-billing Customers must pay accrued interest for a late payment with their next monthly
payment. If a self-billing Customer fails to pay accrued interest for a late payment, Optum reserves the right to
revoke permission to self-
compliance with material financial obligations. If Optum determines, based on reasonable information
financial obligations specified in this Agreement, Optum may remove the Grace Period upon notice to Customer and
either charge interest on payments not received after the due date or terminate the Agreement. Customer agrees
to promptly reimburse Optum for any collection costs Optum incurs.
5.5 Reconciliation. Optum may periodically reconcile the total amounts Customer has paid Optum with the total
s next
payment will be credited. If the reconciliation indicates that Customer owes Optum money, Optum will invoice
Customer for the amount due. All adjustments to over and under payments, except when arising from
misrepresentation or fraud by the other party, must be reconciled no later than 180 days after the month in question
and any reconciliation greater than 180 days shall be deemed waived. Any such variances occurring during the last
four months of the Term will be reconciled within 180 days after the Agreement's termination.
Section 6 Term of the Agreement
6.1 Term. This Agreement will commence on the Effective Date and continue for a period of one (1) year (Initial
Within ninety (90) days of expiration of the Initial Term, the Agreement may be extended for additional one
and authorized representative of Optum. The Initial Term and each subsequent Renewal Term are referred to herein
6.2 Services End. Services under this Agreement stop on the date this Agreement terminates, regardless of the date
claims are incurred. If Optum agrees to continue providing certain services beyond the termination date, those
services will be governed by the terms of this Agreement.
Section 7 Termination
7.1 Termination Events. This Agreement will terminate under the following circumstances: (i) the Plan terminates;
(ii) after the Initial Term, either party gives the other party at least ninety (90) days prior written notice; (iii) Optum
gives Customer notice of termination because Customer did not pay the fees or other amounts Customer owed
Optum when due under the terms of this Agreement; (iv) Customer fails to provide the required funds for payment
of benefits under the terms of this Agreement; (v) a party elects to terminate because the other party is in material
breach of this Agreement, other than by non-payment or late payment of fees owed by Customer or the funding of
Plan benefits, and does not correct the breach within thirty (30) days after being notified in writing; (vi) any state or
other jurisdiction prohibits a party from administering the Plan under the terms of this Agreement, or imposes a
penalty on the Plan or Optum and such penalty is based on the Services specified in this Agreement, or (vii) as
otherwise specified in this Agreement. In a Section 7.1(vi) event, the impacted party may immediately discontinue
will continue to apply in all other states.
In all circumstances, notice shall be given to the other party when reasonably practical.
7.2 Post-Termination Transition Services. When the Agreement is terminated:
7.2.1 Customer and Optum may mutually agree upon any transition services required and fees to Optum for
such transition services;
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7.2.2 Optum will use commercially reasonable efforts to cause Network Providers to continue to provide
services to any Participants undergoing treatment through the end of the Term.
Section 8 Records, Information, Audits
8.1 Records.
8.1.1 Public Records. Sealed documents received by the Customer in response to an invitation are exempt from
public records disclosure until thirty (30) days after the opening of the Bid unless the Customer announces intent
to award sooner, in accordance with Florida Statutes 119.07.
Customer is a public agency subject to Chapter 119, Florida Statutes. Optum
Records Law. Specifically, Optum shall:
A. Keep and maintain public records required by the Customer to perform the Service;
B. Upon written request from the C custodian of public records, provide the Customer with a copy
of the requested records or allow the records to be inspected or copied within a reasonable time at a cost
that does not exceed the cost provided in chapter 119, Fla. Stat. or as otherwise provided by law;
C. Ensure that public records that are exempt or that are confidential and exempt from public record
disclosure requirements are not disclosed except as authorized by applicable law for the duration of the
Term of this Agreement and, following completion of the Services, Contractor shall, if feasible, destroy all
copies of such confidential and exempt records remaining in its possession once Optum transfers the
records in its possession to the Customer; and
D. Upon completion of the Agreement, Optum shall transfer to the Customer, at no cost to the Customer, all
public records in possession. All records stored electronically by Optum must be provided to the
Customer, upon written request from the Ccustodian of public records, in a format that is
compatible with the information technology systems of the Customer.
E. IF \[OPTUM\] THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUES, TO \[\] THE
\] DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS
\[AGREEMENT\] CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS:
CRYSTAL GIBSON, CITY CLERK
100 EAST OCEAN AVENUE, BOYNTON
BEACH, FLORIDA, 33435
561-742-6061
GIBSONC@BBFL.US
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8.2 Access to Information.
8.2.1 Customer Access. If Customer needs Records in order to administer the Plan, Optum will provide Customer
access to those Records, if (a) it is legally permissible (b) the Records relate to Services under this
Agreement, and (c) Customer gives Optum reasonable advance notice and an explanation of the need for
such Records. Optum will provide Records to Customer, only while this Agreement is in effect and for a
period of six (6) months after the Agreement terminates, unless Customer demonstrates that the Records
requested are required by law or for Plan administration purposes in which case such Records will continue
Upon request by Customer, Optum will provide reasonable access to Records to an entity providing Plan
administrative services to Customer other than an entity providing audit services, which will be governed
by Section 8.3. Before Optum provides any Records, including PHI, to that entity, the parties must sign a
mutually agreed-upon confidentiality agreement, and the parties must agree as to what information is
minimally necessary to accomplish the Plan administrative service.
8.2.2 Government Access. The federal, state and local government and accrediting agencies including, but not
HealthCare Commission/URAC, and any of their authorized representatives, shall have access to Optum
Records and Customer authorizes Optum to release to these agencies all Records within its possession.
8.3 Audits. During the term of the Agreement, and at any time within six (6) months following its termination,
Customer or a mutually agreeable independent auditor may audit Optum Records once each calendar year.
time, duration, and frequency of each audit must be reasonable and agreed to by Optum. All auditors shall agree to
sign confidentiality agreements prior to conducting such audits. Audits will be limited to Records relating to the
calendar year in which the audit is conducted, and/or the immediately preceding calendar year and be performed
during normal business hours in accordance with generally accepted auditing procedures.
Optum incurs in connection with the audit. For any audit initiated after this Agreement is terminated, Customer will
pay all expenses incurred by Optum. Customer will provide Optum with a copy of all audit reports within ten (10)
days after Customer receives the audit report(s) from the auditor.
8.4 Confidential Information. Each party acknowledges that in the course of performing under this Agreement, or
in the course of discussing or negotiating this Agreement it may learn confidential, trade secret, or proprietary
information concerning the other party or third parties to whom the other party has an obligation of confidentiality
without limitation, the terms of this Agreement, financial information, employee information, information regarding
products, marketing plans, business plans, customer names and lists, software and associated algorithms,
developments, improvements, know-how, code (object and source), programs, software architecture, technology
and trade secrets, reports generated by or for Optum, Optum's methods of database creation, and Optum's
translation, standardization, enhancement, and health data analysis techniques, health data reporting and profiling
methods and formats.
Information shall not include PHI, which is subject to the Business Associate Addendum attached hereto. This
Confidential Information only as may be necessary in the course of performing duties, receiving services or exercising
rights under this Agreement; (b) it will treat such information as confidential and proprietary; (c) it will not disclose
such information orally or in writing to any third party without the prior written consent of the other party; and (d)
it will not otherwise appropriate such information to its own use or to the use of any other person or entity. Without
tial
Information as it takes to protect its own Confidential Information. Each party is solely responsible for all use of the
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n. Upon termination or expiration (without renewal) of this Agreement, each party will return
Information that are held by that party or its employees, agents or contractors, other than one archival copy. Each
Confidential Information. If either party believes it is required by law or by a subpoena or court order to disclose any
make all reasonable efforts to allow the other party an opportunity to seek a protective order or other judicial relief
prior to any disclosure. Nothing in this Agreement shall be construed to restrict disclosure or use of information that
was in the possession of or rightfully known by the recipient, without an obligation to maintain its confidentiality,
prior to receipt from the other party; is or becomes generally known to the public without violation of this
Agreement; is obtained by the recipient in good faith from a third party having the right to disclose it without an
obligation of confidentiality; or is independently developed by the receiving party without reference to the other
8.5 PHI. The parties agree will comply with all applicable requirements set forth in HIPAA and ARRA. The parties'
obligations with respect to the use and disclosure of PHI are outlined in the Business Associate Addendum attached
to this Agreement as Exhibit B.
Section 9 Indemnification and Insurance
9.1 Indemnification by Optum. Optum will indemnify Customer and hold Customer, its officers, directors,
employees, agents, successors and assigns harmless from and against any and all losses, liabilities, penalties, fines,
s and costs
due to or arising from a third-party claim against Customer to the extent such Losses arise
out of or are related to: (i) the gross negligence or willful misconduct of Optum or its agents, subcontractors, and
representatives in the performance of obligations under this Agreement; or (ii)
Notwithstanding the foregoing, Customer will remain solely responsible
for payment of all Plan benefits and O
Plan against any claims, liabilities, damages, judgments or expenses that constitute payment of Plan benefits when
Optum is only performing administrative services and Customer is funding the Plan benefits.
9.2 Indemnification by Customer. Customer will indemnify Optum and hold Optum, its officers, directors,
employees, agents, successors and assigns harmless from and against any and all Losses, due to or arising from a
third-party claim against Optum to the extent such Losses arise out of are related to: (i) the gross negligence or
willful misconduct of Customer or its agents, subcontractors, and representatives in
the performance of
Agreement.
9.3 Indemnification Procedures. The indemnification obligations in Sections 9.1, and 9.2 herein are subject to the
indemnified party (Indemnified Party): (a) notifying the indemnifying party (Indemnifying Party) promptly and in
writing of the Loss, although the failure or delay to so notify by the Indemnified Party will not relieve the
Indemnifying Party of its obligations under Section 9 of this Agreement so long as the failure or delay does not
prejudice the defense of such claim; (b) providing reasonable assistance in defending the claim; and (c) consenting
ill
not agree to any stipulation, admission, or acknowledgement of fault, guilt, wrongdoing or liability on the part of the
Indemnified Party without the Indemnified Party's prior written consent. An indemnified party may not assert any
claims against the Indemnifying Party more than two (2) years after the expiration or termination of this Agreement.
9.4 Insurance. During the term of this Agreement, Optum shall maintain in effect commercial general liability
insurance in the amount of $1,000,000 per occurrence and $3,000,000 aggregate and professional liability insurance
coverage in the amount of $5,000,000 per occurrence and $5,000,000 aggregate.
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Section 10 Disputes
In the event that any dispute, claim, or controversy of any kind or nature relating to this Agreement arises between
the parties, the parties agree to meet and make a good faith effort to resolve the dispute. Nothing herein is intended
to prevent either party from seeking any other remedy available at law including seeking redress in a court of
competent jurisdiction. This provision shall survive the termination of this Agreement.
Section 11 Service Specific Terms
11.1 Plan Benefits Litigation.
11.1.1 Litigation against Optum.
interest, if a demand is asserted, or litigation or administrative proceedings are begun by a Participant or
Network Provider against Optum, or against the Plan and Optum jointly, to recover Plan benefits, related
Optum, and provided no conflict of interest arises between the parties, the parties will use joint defense
counsel. Reasonable legal fees and costs Optum incurs will be paid by Customer if Optum gives Customer
litigation strategy. Both parties will cooperate fully with each other in the defense of Plan Benefits Litigation.
Optum is responsible for the full amount of any Plan benefits paid as a result of such litigation except when
acts or omissions caused Plan benefits to be paid in error; or (iii) Customer has an indemnification
obligation, then Customer will be responsible for the full costs of such Plan benefits paid. This provision
shall survive the termination of this Agreement.
11.1.2 Litigation against Customer. If litigation or administrative proceedings are begun against Customer and/or
the Plan, Customer will select and retain counsel, and Customer will be responsible for all legal fees and
costs in connection with such litigation. Optum will cooperate fully in the defense of litigation arising out of
matters relating to this Agreement. This provision shall survive the termination of this Agreement.
11.2 EAP Services in California. This Agreement does not cover any Participant within California and Customer
represents there are no Participants in California.
Section 12 Miscellaneous
12.1 Subcontractors. Optum can use subcontractors, including affiliates, to perform Services under this Agreement.
Optum will be responsible for their services to the same extent that Optum would have been had Optum performed
the Services without the use of an affiliate or subcontractor.
12.2 Assignment. Neither party may assign any of its rights or obligations under this Agreement without the written
consent of the other party, provided, however, that Optum may assign or transfer this Agreement to an entity
controlling, contr
assets, subject to notice to Customer of the assignment.
12.3 Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of
Florida, except as to any applicable federal laws, without giving effect to the principles of conflicts of law thereof.
12.4 Entire Agreement. This Agreement, with its exhibits and all other attachments, constitutes the entire
agreement between the parties governing the subject matter of this Agreement. This Agreement replaces any prior
written or oral communications or agreements between the parties relating to the subject matter of this Agreement.
Any article, paragraph, section, title, or other heading contained in this Agreement are for convenience of reference
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only, and are not to be deemed a part of this Agreement nor do they in any way define, limit, construe the terms,
scope, intent, and/or meaning of this Agreement or any provision therein.
12.5 Amendment. The Agreement (including its Exhibits) may be amended only by both parties agreeing to the
amendment in writing, executed by a duly authorized person of each party.
12.6 No Third Party Beneficiaries. This Agreement is solely between Optum and Customer. Nothing in this
Agreement is intended to (i) confer or create any rights, remedies, obligations, duties, claims, interests, warranties,
or representations whatsoever under or by reason of this Agreement on or to any person other than Customer and
Optum and their respective successors and assigns; (ii) relieve, discharge, or shift any obligation or liability of any
third party to Optum or Customer; or (iii) give any third party any right of subrogation or action over or against
Customer or Optum. This provision shall survive termination of this Agreement.
12.7 Regulatory Filing. In the event that Customer is required to file this Agreement with federal, state and local
governmental authorities, Customer shall be responsible for filing the Agreement with such authorities as required
by any applicable law or regulation. If, following any such filing, the governmental authority requests changes to
this Agreement, Optum and Customer shall jointly discus
the event any federal, state or local governmental authority requires a change to this Agreement that either Optum
or Customer deems to be material, either party may request renegotiation of the affected provisions of this
Agreement.
12.8 Waiver/Estoppel. Nothing in this Agreement is considered to be waived by any party, unless the party claiming
the waiver receives the waiver in writing. No breach of the Agreement is considered to be waived unless the non-
breaching party waives it in writing. A waiver of one provision does not constitute a waiver of any other. A failure of
either party to enforce at any time any of the provisions of this Agreement, or to exercise any option which is herein
provided in this Agreement, will in no way be construed to be a waiver of such provision of this Agreement.
12.9 Notices. Any notice, demand, or communication required under this Agreement shall be hand delivered or sent
by commercial overnight delivery service, or if mailed, by pre-paid, first class mail to the contact names and
are sent may be changed by proper notice.
12.10 Use of Names. The parties agree not to use each other's name, logo, service marks, trademarks or other
identifying information without the written permission of the other; provided, however, Customer grants Optum
that Customer Marks do not infringe the rights of others or inaccurately portray the Services or mislead Participants
and are used by Customer in accordance with all applicable laws.
12.11 Force Majeure. When any obligation(s) of a party is/are prevented, frustrated, hindered or delayed as a result
of a Force Majeure Event, then all such obligations (excluding payments due Optum due under this Agreement)
impacted by the Force Majeure Event will be suspended for the duration of that Force Majeure Event and such party
shall not be deemed to be in breach of fulfilling such obligation or any other provision of this Agreement or any
Exhibit or attachment to the Agreement affected by the Force Majeure Event. Neither party shall be liable for any
effect or failure to perform or meet any of its obligations, performance, service levels, or for any damages or
penalties caused or occasioned by the Force Majeure Event. The time of performance for such obligations shall be
extended for a period of time equal to the time lost by reason of the Force Majeure Event, provided the party is
exercising diligent efforts to resume its obligations. The term "Force Majeure Event" means any event or cause not
reasonably within the control of the party claiming suspension, including, without limitation, nuclear or natural
catastrophe, an act of God, weather-related disaster, hurricane, tornado, flood, fire, earthquake, accident, industrial
disturbance, interruptions or malfunctions of computer facilities, disruption or outage of communications or
computer (software or hardware) services, connectivity, internet, power, or other utility, any disruption, inability or
shortage of supplies or delivery chains, labor dispute resulting in a strike, any labor, workforce, material, equipment
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or transportation, military, civil or regulatory disturbance, governmental action, war, riot, terrorism, sabotage,
insurrection, disease, quarantine, epidemic, pandemic, embargos, and breakdown of equipment, whether similar or
dissimilar to any of the foregoing. A party claiming a Force Majeure Event shall take reasonable steps to resume
performance as soon as possible. Each party will maintain commercially reasonable business continuity and disaster
recovery plans.
12.12 LIABILITY. ATE LIABILITY TO EACH OTHER IN ACTIONS BETWEEN THE PARTIES
BROUGHT UNDER THIS AGREEMENT OR ANY ATTACHMENT HERETO SHALL NOT EXCEED THE TOTAL MONTHLY FEE
CUSTOMER HAS PAID OR OWES OPTUM PURSUANT TO THIS AGREEMENT OR EACH RESPECTIVE SCHEDULE AS
APPLICABLE TO WHICH THE INCIDENT PERTAINS FOR THE THREE (3) MONTH PERIOD IMMEDIATELY PRIOR TO THE
INCIDENT GIVING RISE TO THE CAUSE OF ACTION. NEITHER PARTY, REGARDLESS OF THE CAUSE, SHALL BE LIABLE
TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES, EVEN IF
SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES ARISING FROM PERFORMANCE OR
FAILURE TO PERFORM UNDER THIS AGREEMENT. CONSEQUENTIAL DAMAGES INCLUDE, BUT ARE NOT LIMITED
TO, LOST PROFITS, LOST REVENUES, AND LOST BUSINESS OPPORTUNITIES, WHETHER OR NOT THE OTHER PARTY
WAS OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE ABOVE,
THE LIMITATIONS STATED ABOVE DO NOT APPLY TO THE EXTENT SUCH LIABILITY IS DIRECTLY ARISING FROM: (A)
A BREACH OF CONFIDENTIALITY OBLIGATIONS; (B) AN OBLIGATION OF INDEMNIFICATION; (C) ANY
INFRINGEMENT CLAIM OR ACTION; (D) VIOLATION OF LAW, INCLUDING BUT NOT LIMITED TO A HIPAA BREACH;
S LIABILITY TO OPTUM FOR FAILURE TO PAY AMOUNTS DUE UNDER THIS AGREEMENT
OR ANY ATTACHMENT HERETO.
12.13 Compliance with Laws. Customer shall substantially comply with and ensure the Plan substantially complies
with all applicable laws and regulations. Except as provided below, Optum shall obtain and maintain any applicable
licenses or regulatory approvals necessary for it to perform its services under this Agreement and shall substantially
comply with all applicable laws and regulations.
12.14 Independent Medical Judgment.
treating physician(s) and other health care providers, including but not limited to Network Providers, shall be solely
responsible to provide treatment and/or services to Participants and to make all decisions related to patient care
and shall exercise their independent medical judgment as to all such matters. Nothing in this Agreement shall be
deemed to create any rights of Optum, Customer, or any other person or entity to intervene in any manner with or
treatment or utilization issues, nor shall it render Optum, Customer, or any other person or entity responsible for
the method or means by which any health care provider renders treatment or service to a Participant.
12.15 No Incentive Payments. Optum receives no incentive payment based on reduction of services or the charges
thereof, reduction of length of stay, or utilization of alternative treatment settings to reduce amounts of necessary
or appropriate medical care.
12.16 Counterparts. This Agreement may be signed electronically or in multiple counterparts, each of which shall be
deemed an original, and all of which, when taken together, shall constitute one instrument.
12.17 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent
jurisdiction, then the remaining portions of the Agreement shall be construed as if not containing such provision,
and all other rights and obligations of the parties shall be construed and enforced accordingly.
12.18 Survival of Terms. Any provisions of this Agreement, or any attachments, and exhibits, which by their nature,
extend beyond the expiration, or termination of this Agreement, and those provisions that are expressly stated to
survive termination, shall survive the termination of this Agreement, and shall remain in effect until all such
obligations are satisfied.
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EXHIBIT A SERVICES AND FEES
The following are the administrative services Optum has agreed to provide to Customer at the rates set forth
herein.
Product Hours Rate Type Rate Period $ Fee
Employee Assistance Program - EAP - EMPLOYER N/A Per Per Month $1.25
EAP 5 Sessions Employee
Bank of Hours for Training & Critical Incident 5 Per Per Month N/A
(CIRS) Employee
Additional On-Site Support Service hours are available on a fee-for-service basis. Services are billed at an
hourly rate plus travel time. Any onsite or training hours can be purchased according to the rates in the grid
below.
On-Site Support Service Fee for Service
Management Development Programs $175/on-site hour
Employee Development Programs $175/on-site hour
Wellness Seminars $175/on-site hour
Information Resource Events $175/on-site hour
Critical Incident Response Services $225/on-site hour
Travel Time & Trainer Downtime $100/hour
Rate Effective Period: 1/1/2021 - 12/31/2023.
These rates are based on an enrolled population of 797. If enrollment changes by more than 10%, then Optum
reserves the right to revise the rates.
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EXHIBIT B BUSINESS ASSOCIATE ADDENDUM
is incorporated into and made part of the services agreements
United Behavioral Health, on behalf of itself and its subsidiaries
City of Boynton Beach
disclosure of PHI (as defined below). The parties agree as follows.
1. DEFINITIONS
1.1 All capitalized terms used in this BAA not otherwise defined herein have the meanings established for
purposes of the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, as
1.2
Rule that compromises the security or privacy of the PHI, subject to the exclusions in 45 C.F.R. § 164.402.
1.3 ation, as defined in 45 C.F.R. § 160.103, and is limited to the
Protected Health Information received from, or received, created, maintained or transmitted on behalf of, Covered
Entity.
1.4
regulations, as amended, issued pursuant to HIPAA and codified at 45 C.F.R. Parts 160 and 164 (Subparts A, C & E).
1.5 volve
the receipt, creation, maintenance, transmission, use or disclosure of PHI.
2. RESPONSIBILITIES OF BUSINESS ASSOCIATE. With regard to its use and/or disclosure of PHI, Business
Associate agrees to:
2.1 not use and/or further disclose PHI except as necessary to provide the Services, as permitted or required
by this BAA and in compliance with the applicable requirements of 45 C.F.R. § 164.504(e), or as Required by Law;
obligations under the Privacy Rule,
Business Associate will comply with the requirements of the Privacy Rule that apply to Covered Entity in the
performance of those obligations.
2.2 implement and use appropriate administrative, physical and technical safeguards and comply with
applicable Security Rule requirements with respect to ePHI, to prevent use or disclosure of PHI other than as
provided for by this BAA.
2.3 without unreasonable delay, report to Covered Entity (i) any use or disclosure of PHI not provided for in
this BAA and/or (ii) any Security Incident of which Business Associate becomes aware in accordance with 45 C.F.R.
include unsuccessful or inconsequential incidents that do not represent a material threat to confidentiality,
integrity or availability of PHI (such as scans, pings, or unsuccessful attempts to penetrate computer networks).
2.4 report to Covered Entity within ten business days: (i) any Breach of Unsecured PHI of which it becomes
aware in accordance with 45 C.F.R. § 164.504(e)(2)(ii)(C). Business Associate shall provide to Covered Entity a
description of the Breach and a list of Individuals affected (unless Covered Entity is a plan sponsor ineligible to
receive PHI). Business Associate shall provide required notifications to Individuals and the Media and Secretary,
ication text.
Business Associate shall pay for the reasonable and actual costs associated with those notifications and with credit
monitoring, if appropriate.
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2.5 in accordance with 45 C.F.R. § 164.502(e)(1)(ii) and 45 C.F.R. § 164.308(b)(2), ensure that any
subcontractors of Business Associate that create, receive, maintain or transmit PHI on behalf of Business Associate
agree, in writing, to the same restrictions on the use and/or disclosure of PHI that apply to Business Associate with
respect to that PHI, including complying with the applicable Security Rule requirements with respect to ePHI.
2.6 make available its internal practices, books and records relating to the use and disclosure of PHI to the
Secretary for purposes of determining Covered Entit
C.F.R. § 164.504(e)(2)(ii)(l).
2.7(a) after receiving a written request from Covered Entity, make available within ten business days to Covered
Entity information necessary for an accounting of disclosures of PHI about an Individual, in accordance with 45
C.F.R. § 164.528.
2.7(b) after receiving a written request from an Individual, promptly make available to the Individual information
necessary for an accounting of disclosures of PHI about the Individual, in accordance with 45 C.F.R. § 164.528.
2.8(a) provide access to Covered Entity, within ten business days after receiving a written request from Covered
Entity, to PHI in a Designated Record Set about an Individual, sufficient for compliance with 45 C.F.R. § 164.524.
2.8(b) provide prompt access to an Individual after receiving a written request from such Individual, to PHI in a
Designated Record Set about an Individual, sufficient for compliance with 45 C.F.R. § 164.524.
2.9(a) to the exte
available, within ten business days after a written request by Covered Entity, PHI for amendment and incorporate
any amendments to the PHI as requested in accordance with 45 C.F.R. § 164.526.
make available, after a written request by an Individual, PHI for amendment and incorporate any amendments to
the PHI as requested in accordance with 45 C.F.R. § 164.526.
3. RESPONSIBILITIES OF COVERED ENTITY. Covered Entity:
3.1 shall identify the records it furnishes to Business Associate that it considers to be PHI for purposes of the
Agreement, and provide to Business Associate only the minimum PHI necessary to accomplish the Services.
3.2 in the event that the Covered Entity honors a request to restrict the use or disclosure of PHI pursuant to
45 C.F.R. § 164.522(a) or makes revisions to its notice of privacy practices of Covered Entity in accordance with 45
C.F.R. § 164.520 that increase the limitations on uses or disclosures of PHI or agrees to a request by an Individual
for confidential communications under 45 C.F.R. § 164.522(b), Covered Entity agrees not to provide Business
Associate any PHI that is subject to any of those restrictions or limitations, unless Covered Entity notifies Business
Associate of the restriction or limitation and Business Associate agrees in writing to honor the restriction or
limitation.
3.3 shall be responsible for using administrative, physical and technical safeguards to maintain and ensure the
confidentiality, privacy and security of PHI transmitted to Business Associate pursuant to the Agreement, in
accordance with the requirements of HIPAA.
3.4 shall obtain any consent or authorization that may be required by applicable federal or state laws prior to
furnishing Business Associate the PHI for use and disclosure in accordance with this BAA.
3.5 if Covered Entity is an employer sponsored health plan, Covered Entity represents that to the extent
applicable, it has ensured and has received certification from the applicable Plan Sponsor that the Plan Sponsor
has taken the appropriate steps in accordance with 45 C.F.R. § 164.504(f) and 45 C.F.R. § 164.314(b) to enable
14
Business Associate on behalf of Covered Entity to disclose PHI to Plan Sponsor, including but not limited to
amending its plan documents to incorporate the requirements set forth in 45 C.F.R. § 164.504(f)(2) and 45 C.F.R. §
164.314(b). Covered Entity shall ensure that only employees authorized under 45 C.F.R. § 164.504(f) shall have
access to the PHI disclosed by Business Associate to Plan Sponsor.
4. PERMITTED USES AND DISCLOSURES OF PHI. Business Associate may:
4.1 use and disclose PHI as necessary to provide the Services to Covered Entity.
4.2 use and disclose PHI for the proper management and administration of Business Associate or to carry out
the legal responsibilities of Business Associate, provided that any disclosures are Required by Law or any third
party to which Business Associate discloses PHI provides written assurances that: (i) the information will be held
confidentially and used or further disclosed only for the purpose for which it was disclosed to the third party or as
Required by Law; and (ii) the third party promptly will notify Business Associate of any instances of which it
becomes aware in which the confidentiality of the information has been breached, in accordance with 45 C.F.R. §
164.504(e)(4).
4.3 De-identify any PHI received or created by Business Associate under this BAA in accordance with the
Privacy Rule.
4.4 provide Data Aggregation services relating to the Health Care Operations of the Covered Entity in
accordance with the Privacy Rule.
4.5 use PHI for Research projects conducted by Business Associate, its Affiliates or third parties, in a manner
permitted by the Privacy Rule, by obtaining documentation of individual authorizations, an Institutional Review
Board, or a privacy board waiver that meets the requirements of 45 C.F.R. § 164.512(i)(1), and providing Covered
Entity with copies of such authorizations or waivers upon request.
4.6 make PHI available for reviews preparatory to Research in accordance with the Privacy Rule at 45 C.F.R. §
164.512(i)(1)(ii).
4.7
of the Covered Entity or for Research or Public Health purposes as provided in the Privacy Rule.
5. TERMINATION
5.1 Covered Entity may terminate this BAA and the Agreement if Business Associate materially breaches this
BAA, Covered Entity provides written notice of the breach to Business Associate, and Business Associate fails to
cure the breach within the reasonable time period set by Covered Entity.
5.2 Within thirty (30) days after the expiration or termination for any reason of the Agreement and/or this
BAA, Business Associate shall return or destroy all PHI, if feasible to do so, including all PHI in possession of
Associate may retain the PHI subject to this Section 5.2. Business Associate shall extend any and all protections,
limitations and restr
after the expiration or termination of the Agreement and/or this BAA, and shall limit any further uses and/or
disclosures solely to the purposes that make return or destruction of the PHI infeasible.
6. MISCELLANEOUS The terms of this BAA shall be construed to allow Covered Entity and Business Associate to
comply with HIPAA. Nothing in this Addendum shall confer upon any person other than the parties and their
respective successors or assigns, any rights, remedies, obligations or liabilities whatsoever. Sections 2, 3, 4 and 5.2
shall survive the expiration or termination of this BAA for any reason.
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