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(1 0 0-1 6 ARCADIA ASD-FIR 2,1 9 20151211_102 I Am R:2!7-1 navigateflCR AGREEMENT FOR SERVICES This Agreement, dated as Of A41,14d- 19 2015:("Effective Date"), is between FIRST PACIFIC EXCHANGE, INC, doing business aS-NavigateHCR ("NavigateHCR"), a California corporation with a principal place of business at 10816 Rancho Bernardo Road,Suite 108,San Diego,CA 92127,and the EMPloyer listed in the Enrollment Form attached:hereto. L SCOPE OF SERVICES AND ligiciNP. 1. Services. During the Term (as hereinafter defined), NavigateHCR provide the Healthcare Reform Compliance Services selected by Employer in Exhibit A as more fully described in this Agreement, in order to ensure that Employer is compliance with the Affordable Care Act and the Internal Revenue code regulations pertaining thereto. EniployER Express: • Monthly email that goes to-the Employer Contact for download and disbursement to employees Notices from Department of Labor, Health and Human Services and IRS. These notices are part of the Affordable Care Act's requirement that employers are responsible for providing their employees with any and all notices that -relate to their health,benefitS. P. Can be sent-to company specific email or personal EinployEE Express: -0 Monthly email that goes to the Employees • Notices from Department Of Labor,,Health and Human Services and Igs. These notices are part of the Affordable Care Act's requirement that employers are responsible-for providing their employees with any and all notices that relate to their health benefitS. • Employee verifies and ackhOwledges,email • For employees that do not have email,packet can be created in English and Spanish and delivered to the Employer for paper delivery Additional fulfillment charges may apply for Employee mailings • Monthly compliance report to Employer Summary Plan Description Wrap(ERISA BOOS D: • Preparation of"wrap"document and Summary Plan Description • Compliance with ERISA and ACA related to welfare benefit plans Testing: .• Two tests as applicable per client ,0 Employer on4ioarding and discovery process identifies appropriate Additional Testing:. • Additional testing is available for each client • Potential tests include the following: Affordability Safe_Harbor,Tax Reporting(Simplified or General),Transition", 'Relief,MEC/MVP Coverage, Significant Ownership,Cadillac,W2 and Measurement PetiOds. y Aff 47; "t",.:• r<3' '14 .: vo's VolY. 1W. z . -713,74-frior`.`,7,` TA)74.1AVVV7 - ;01.. -0° P4-^"h"•''' ‘i''`C.. 1'1• •• Itt 4 1,1-- str t:13 a.. •. at ' , 7 . . TMekerfOr.1(friii'hle PTE: 9 Tracking of the hours of variable hour employees so that Employer can determine which employees:need to be Offered-benefits 9 Monthly CO'pOtOng"Ool thatalloWS Eniployer to Monitor their variable 1100•emplOyee statnS. Thicker—Quarterly('IRS Reporting.) . : .. . . 0 Monitor Employer's employees hours On a quailed)/basis to get the company ready for IRS filings of 6055/6056 6 Reporting back to Employer related to any data issues or repair requirements 0 Data repoSndry that facilitateS:year.end filings : . . Data-Testing l&Auditing: .. Validation of General and Simple IRS Reporting ,P Filing of applicable 100=b,1095-11, 1094kc-and 1095-C o ppF file to Employer of individual eMployee fOrins, • Filing services will be in conformity with IRS rules and regulations _ 1095 FoklyFirilfillMent to Employees,.HomiAddriss: • Mail completed form to Employee Home Address . P Return mail back to Employer address • ACA Concierge Service: _. . 6- : Educational phone and email line for,EmplOyer • : Response time onphoriecallS arid emailS will'W within 24 business hours • Access to phone and/or email , • : Answered by HR Support with 10±-years:Of:ekperierice and/or Benefit Account ManagerS:with also 10+years of ..„ experience In addition to:these-services above,Navigate I-rICR Will receive and respond to any and all questions from the IRS on behalf of the Employer Promptly after execution of this Agreement,NavigateHCR will schedule an implementation meeting or conference WI with grriployor i 2,: Pricing qiicl•Paymeni Ternis...Pricing for the Services selected by Employer 110.11 be as set fo:ii"f1,110 0-chttlit:A: The One- , : tinie;'§etup fee shall be due and payable upon execution of this Agreement and submission of inVoide. Other recurring charges shall be due. Employer may choose to pay for the Services'Tendered hereunder by credit card by completing . and returning to NaVigatelEICR the Credit Card Option Form attached:4000. II. Term Of'AOverrieritt Termination „.. ..,: ..: 1. :Tenn:This Agreement shall commence On the Effective Date and shall continue for a:period of One-year thereafter(the "Initial Term!), unless sooner-terminated M accordance with the provisions of Section II.2,:belOW, it being understood and agreed that the Services provided hereunder shall apply to the ACA reporting period:commencing January 1.,:2015. After the Initial Term, this Agreement shall tenew for successive one-year period (each a ''Renewal Term") and collectively With the Initial Term,the "Term"), on the Sand terms and conditions, unless and until either party.givesz written notice of non4eaewal.at.leait thirty(30)days prior to expiration of the then Current-Term-. 2. TermihatiOit Either party maylerminate.this Agreement at any time if i)the other party breaches,* ;4p 1t.44-17 enikation warranties or obligations hereunder and such breach has not been cured within thirty(30)da *Jaen neitige''s;11714-11.5 the nature of the breach(if the breach is not of-knatiti,e capable of cure,termination shall 40-ctiyptipOn : o. . 0jW.r i en no ..);F4 0i)either attempts Agreement or any obligation hereunder witko-0 th0:P4Fty'§0 except 4 , otherwise allowed hereunder,or(iii)any is made of theother party's bin 7 for the beriefit(A reditOrs,or if aze..'• ,he •: 4.. : • , ..- tr4 A-2..v.4-Nif,.7f 7'. '':ia.'VI = =7.' --1,===14 7?==.3.-'1'OA :01;•s' 0.''..•IY2X-.'0.0.- °:•. "'!8 .,"0 0 az -' .fr, 1,1:---444.0A. ,,•''''', -4:;.5.*: .'''' ' '°-:41?..1. ':=.='•'-'+' -41.4E108 , . petition'ih:bankruptcy is filed by or against the other party(unless an involuntary filing and such filing is dismissed within 3 0 days of such fling),or if a receiver or similar officer is appointed to take charge of all or part of the other party's property, or if the other party is adjudicated a=bankrupt. 3. Either party may terminate this Agreement; effective immediately, if(i) the other party is named as a defendant in a criminal proceeding fora_violation of HIPAA or other security or privacy laws-or(ii) a'finding or stipulation that the other party has violated any standard or:requirement of"HIPAA or other security or privacy laws is made in any administrative-or civil proceeding in which the,party`has been joined. 4. Upon "termination of this Agreement for any reason, NavigateHCR shall return and destroy all 'PHI received from Employer(or created:or received by NavigateHCR on behalf of Employer)that NavigateHCR still maintains in.any form, and shall retain no.:copies of such PHI or,if return or destruction is not feasible,it shall continue to extend the protections of this Agreement to such'information, and limit further use of""such PHI to those purposes that make the return or destruction of 410 PHI infeasible. III.. Representations and Warranties NavigateHCR-acknowledges that Employer is entering into this Agreement based on its representation that its Chief Executive Officer, Dr. Kristin Kahle, is an expert in ACA compliance. NavigateHCR represents and warrants that all Services hereunder will be provided by,:or under th_e:supervision of, Dr. Kahle. NavigateHCR,'and its employees and agents if any, have the knowledge; experience and skill necessary to perform the Services in a manner consistent with the level of care and skill possessed by the most experienced and skilled professionals providing services comparable to the"Services.";NavigateHCR has the Licenses, permits and othergoverninental authorizations necessary to perform the Services"in compliance with all applicable federal;state and local laws,rules and regulations: Neither NavigateHCR.nor any of its employees or agents is bound by any contract,agreement,;instrument,judgment,decree or other restriction of any nature whatsoever limiting their respective right or ability to enter into this Agreement or to carry out its terms, including, without limitation, the performance of the Services; the execution and delivery of this Agreement, and the performance:by NavigateHCR and its employees and agents of their obligations hereunder,will not result in any violation of; or conflict with, or constitute a default tinder any contract, agreement, 'instrument,judgment or decree, including, without limitation,any confidentiality and non-compete clauses contained therein. NavigateHCR shall use its best efforts" in the performance of the Services and shall perform the Services diligently and conscientiously. IV. Confidentiality"Obligations. ` I. NavigateHCR_acknowledges:that, in.connection with the,Services to be provided hereunder, it will receive confidential information of Employer and its employees; including health information and"other personal information, including social security numbers (collectively. "PHI"), that may be protected tinder Federal, State and,local privacy laws and regulations, including without limitation the•Health Insurance Portability and Accountability Act of 1996, as'amended ("HIPAA"),45 CFR Parts'1'60 and 164(the"Privacy Rule"),and 45'CFR Parts 160; _162 and.164(the"Security Rule"): NavigateHCR may use:and/or disclose PHI received"by-employer pursuant to this Agreement solely in connection with the performance of Services hereunder and in compliance with the Privacy Rule and Security rule, as applicable. NavigateHCR Shall not use or further disclose CE's PHI otherwise.than as permitted or required by-this Agreement or as required law."NavigateHCR shall use appropriate safeguards to prevent use or disclosure of PHI.otherwise.tlan as provided for by this:Agreement: NavigateHCR shall.maintain a comprehensive written information privacy and security program .that includes administrative, technical and physical safeguards appropriate to the size and comp lexity of NavigateHCR':s operations and the nature and scope of its activities. 2." NavigateHCR:shall report to Employer any use or_disclosure of PHI:otherwise than as provided for by this Agreement ' of which NavigateHCR becomes aware: NavigateHCR shall ensure that any agents, including,subcontractors,to whoa it provides.PHI received from (or created or received by NavigateHCR on behalf of) Emplo er agree to the Si restrictions"and conditions that apply to NavigateHCR with respectvo such_PHI; 7Y x : 3. During the Term of this Agreement,NavigateHCR;shall notify Employer within twenty-fog tours,of any su ' d or actual breach of security, intrusion or unauthorized use or disclosure of PHl:and/ �,an actual or Suspected us "nor disclosure of data to violation of any.applicable federal or'.state laws or regulati ?t ': gateHCR shall",'ke(i)promp „ F.' corrective action to cure-any such deficien_cies and(ii)any action pertaining to s jl mauthorized disc re required by� .Iti ti ) "',. S � 5 +i a gy . € Y iwit - a.g J ; ,�°0! 'f : a `: Y6 -' .4-,y t.. i.` „, , � ', ?,A u,., rNpoi, �. • ? 41.&, a+v ,A.;�'`" 3 -2;:, -;' 5 "'ilxt sn C � •;-...':” r. . O Pa 'o. l ,4 .1 t� D r:.0�0d w IBI s .0 s 0 ', ' •�_. _ ..,�Sos..v.•,,M,3k.`g1t4 ; ' ..r i, applicable federal and state laws and regulations. 4. Employer shall be responsible for using appropriate safeguards to maintain and ensure the confidentiality, privacy and security of PHI transmitted to NavigateHCR pursuant to this Agreement; in accordance with the standards and requirements of Federal, State and local privacy laws and regulations, including HIPAA, until such PHI is received by NavigateHCR: 5. From time to time upon reasonable notice,upon a reasonable determination by Employer that NavigateHCR has breached this Agreement;or to the extent that Employer'determines that such examination is necessary to comply with Employer's legal obligations pursuant to privacy laws relating to certification of its security practices Employer may:inspect the facilities,systems,books and records of NavigateHCR to monitor compliance with this Agreement. NavigateHCR shall promptly remedy-any violation of any term of this Agreement and shall certify the same to Employer in writing. The fact that Employer inspects, or fails to inspect, or has the right to inspect,NavigateHCR's facilities, systems and procedures:,does not relieve NavigateHCR of its responsibility to.comply with this Agreement,nor does Employer's(i) failure to detect or (ii) .detection, but failure to notify NavigateHCR or require NavigateHCR's remediation of any Unsatisfactory practices constitute acceptance of such practice or a waiver of Employer's enforcement rights under this Agreement. 6. The parties acknowledge that state and federal laws relating to electronic data security and privacy are rapidly-evolving and that amendment of this Agreement;may be required to provide for procedures to ensure compliance with such developments. The parties specifically agree to take such action as is necessary to implement the standards. and requirements of HIPAA,The HIPAA Regulations and other applicable laws relating to;the security or confidentiality of PHI. The parties understand and agree that Employer must receive satisfactory written assurance from NavigateHCR that NavigateHCR will adequately safeguard all PHI that it receives or creates pursuant to this Agreement. Upon Employer's request,NavigateHCR agrees to promptly to enter into negotiations with Employer concerning the terms of an amendment to this,Agreement embodying written assurances consistent with the standards and requirements of HIPAA, the HIPAA Regulations or other applicable laws. Employer may terminate this Agreement upon thirty (30) days written.notice in the event(i)NavigateHCR does not promptly enter into negotiations to amend this Agreement when requested by Employer pursuant to this Section.or (ii) NavigateHCR does not enter into an amendment to this Agreement providing assurances regarding the safeguarding of PHI that Employer, in its reasonable discretion, deems sufcientto satisfy the standards and requirements of HIPAA and other privacy laws and regulations. 7. Subject to Employer's timely payments and adherence to these`terms and conditions,upon execution of this Agreement and enrollment NavigateHCR grants Employer permission to use and distribute only to its employees,NavigateHCR 's materials, pamphlets, brochures, emails: and/or other compliance documents (".Compliance Materials') 'sent by NavigateHCR"to Employer pursuant to this Agreement.Employer will keep in Confidence,and prevent the disclosure of any and all Compliance Materials sent by NavigateHCR to Employer,to any person or persons outside its organization, except that Employer shall have the right to review and disclose such Compliance Materials With its insurance brokers and.outside counsel.Employer shall take safeguards to ensure that any employees or other persons authorized to receive NavigateHCR' s materials,also comply with this Agreement and do not disseminate said materials to persons outside of its organization,other than for personal use Employer shall be jointly and severely liable for the breach of this Agreement by any employee or agent receiving the Compliance Materials.Such information is cons idered proprietary,confidential information that is subject to protection of intellectual property laws, including without limitation,copyright Thus, it is imperative that this Agreement is strictly adhered to and NavigateHCR' s proprietary information is not disseminated to third parties who have not paid for the materials and information. The foregoing notwithstanding, nothing herein. contained shall,preclude Employer or any of its employees from using or disclosing any information which is (a)now, or hereafter becomes,`through no act or failure to apt oh the part of the Employer,publicly known or,available„orris not protected by any valid copyright or other.intellectual property right; (b)known to the Employer prior to the time of its! original disclosure by NavigateHCR, as shown by competent evidence to establish such knowledge; (c) herea furnished to Employer by a third.party,as a matter of right and without breach of any obligation :wed to Navi�ate 3 ” ,", as shown by competent evidence to.establish such disclosure; (d) independently developed by it• •. -~ Jthout� n breach of this Agreement,as evidenced by competent written proof;or(e)the subject of a w‘ e permission ii''Aglow provided by NavigateHCR. N. i . , { ,� .,-- c"-' �z-WS, ;.?; - 's mt9:r ,`,.q-yz,,L'^� ,.,,v,. .-4,,,,w.14.:,4-i .' $` `r , cS"td.,ic;c r .-c^s`,' rr� 't''}. ,. 1t �C'e f b so ,+ t e 1IP 9 d'. i''" 4, . 1 . f c'. it.1 t t�.' r i. c`: � �. - ° w f�.. 1 .s+s e''''t` � .'.�:��� '� 5 3 '�. p�, �;,.,w i€ � '3� '�r �'c' h. R � at - f 8 1177.1%:;,-;...,74r-4,1,c^d x rX7 '1'-,`E'1 :. a4=- r ".'"° tei vw �'°ru .A. �_e"�.r . o a:;i` s=.�..e' o"'-_ � .��. -o ae©ae :a.�- . '�=.,.:' i�.,,� .:.� �k„a-.r..: •- ra. .�.:zt' • V. INDEMNICATION AND INSURANCE. 1. Indemnification by NavigateHCR. NavigateHCR agrees to defend, indemnify and hold Employer,its shareholders, directors,officers, employees,agents and affiliates harmless from all claims,suits,costs, losses and damages,including without limitation reasonable attorneys' fees,to the extent arising in whole or in part out of or in connection with any(1) negligent acts or omissions ofNavigateHCR,.its employees or agents,including without limitation professional errors and omissions, (ii) violation of laws or regulations by NavigateHCR, its employees or agents or(iii) breach of this Agreement by NavigateHCR. 2. Indemnification by Employer. Employer agrees to defend, indemnify and hold NavigateHCR, its shareholders, directors,officers,employees, agents and affiliates harmless from all claims,suits,costs, losses and damages, including without limitation reasonable attorneys' fees,to the extent arising in whole or in part out of or in connection with any(i) negligent acts or omissions of Employer, its employees or agents,(ii)violation of laws or regulations by E mployer, its employees or agents or(iii)breach of this Agreement by Employer. 3. Indemnification Notice. In the event an indemnifiable claim is made,the indemnified party shall give the indemnifying party prompt written notice of any such claim as and,when the indemnified party learns of the same, and shall provide the indemnifying party with all reasonable information and assistance; provided, however,that the indemnified party's failure to provide timely notice of any claim shall not in any way affect the obligation to indemnify so long as the indemnifying party has not been materially prejudiced by such failure to give timely notice.The indemnifying party shall have the right,,at its sole expense, to direct and control the defense and/or settlement of any such claim, but the indemnified party shall have the right to monitor the case or claim through its own counsel and at its own expense, and to approve any settlement that does not include a:full and unconditional release of the indemnified party. 4. Insurance. During the Term of this Agreement, NavigateHCR shall maintain professional liability insurance and cybersecurity insurance on a claims made basis, from the Effective Date and for a three-year period following the completion of the Services. VI. MISCELLANEOUS. 1.Notices. Except as otherwise provided herein,all notices or other communications`to.be given or that may be given by either party to the other shall be deemed to have been duly given when made in writing and delivered in person,one business day after being sent by recognized overnight courier or three days after deposit in the United States mail,certified,postage"prepaid, return receipt requested and addressed as follows:. To NavigateHCR' To NAME OF CLIENT:. .CITY OF ARCADIA NavigateHCR 10875 Rancho Bernardo Road,Suite 108 _Address 240 W. Huntington Drive San Diego,CA 92127 City,Sate,Zip Arcadia, CA 91007 Attention:Dr.Kristin Kahle Attention: -Hue Ouach, Administrative Email:Kristin@navigateh'cr.coni Email: Services Director hquach @ArcadiaCA.gov The address to which notices or communications may be given to either party may be.changed by written notice given by one party to the other pursuant to this section. 2.Injunctive Relief Both parties acknowledge that any use or disclosure of the other party's confidential information in a manner inconsistent with the provisions of this Agreement may cause the disclosing party irreparable damage for which remedie. other than injunctive relief may be inadequate,and both parties agree that the disclosing party may request injunctive or• 1. equitable relief seeking to restrain such use or disclosure. 3. Waivers and Amendments. Waiver by either party of any default by the other party shall not b•• ,e ed a waiver of an .; default. No provision of this Agreement shall be'deemed waived,amended or modified ether party, unless g ch wai r amendment or modification is in writing and signed by an authorized representativf eh party. -:14 elVf,�, u. e +v,,,. x ` + t '''',1,4,$: 1, r°aa"' # . +L'S Jr`5 !tggy t�h d at ar �. , 6 6 ,c 'y,� ,3'' r. � r,��` c�r '�rr °`a r�>��n y� - '� ..".i,.-#:' 1`,1'..'8' y'�` td�,q� '4.`,7,,,II` .. , 0. a =ot o , 4_ r`• _..- B8 ', . . H 019 :....94,-..r„� . ' ,A -.--641 . ..—..,_�, .s-:.... .,_... .Le 4.,Severability. If any provisions,orany portion ofany.provision,containedin this:Agreement is determined to be:invalid;under any statute or rule of law;then it._shall,to that:,extent al"one, be deemed omitted,and the remainder:of this Agr eement shall remain in full force and effect.. 5. .EntireAgreemnent. This Agreement constitutes:the entire:agreement between the parties with respect to the subject.matter hereof,and supersedes all prior agreements,understandings,proposals and communications,oral or written,regarding such. subject matter.: 6: Counterparts.This Agreement may be executed in any .number of counterparts,:each of which :shall be deemed to be an original, but all of Which together shall constitute one agreement.Facsimile signatures shall.have'the same force as originals: IN WITNESS WHEREOF,the parties hereto have caused this_Agreeinent to be executed bytheir respectiveduly authorized representatives as of the Effective Date. FIRST PAC I : XCHANGE,INC. NAME OF CLIENT dba Na.....,t ti 1I , ;CITY OF ARCADIA By: i :° Name: ` v Name:. •Dominic,Lazzarettb.. ����U ti frO ti city Mana e : Title: Title: v, _ gr APPROVED AS TO FORM: Stephen "P, Dei ts`ch, 4 City.=Attorney _ — j • # a S+• :f a .;, °� F �x.E .+r r x .rte o c� ' ' 7�, * c Ft L4. T .'ka $ !c (r • 0. IiavigatelCR EXHIBIT A PRICING AND SERVICE PACKAGE PRODUCTS Company Size Monthly Fee One-time Fee Optional Per Form Fee ACA Eligibility& Campliannce Tracking&Alerts Set-up Fee: " Including One- time Exposure i Analytics 1094/1095 IRS {` Electronic Generation ER/EE $0.50 perform 1094-C/1095-C IRS Electronic Form Fulfillment (includes Disclosure) "• 3. $3.50 perform *Service package assumes a minimum of 12 months of employer continuous participation ** Optional Services may be cancelled at any time by Employer upon written notice to NavigateHCR prior to commencement of Optional Services. naviateHCR,com1855-742-7427 -