HomeMy WebLinkAbout2026-07-20 I01F_03 Administrative Services Agreement_MissionSquareAGENDA ITEM:
CITY OF WAUKEE, IOWA
CITY COUNCIL MEETING COMMUNICATION
MEETING DATE: July 20, 2026
AGENDA ITEM:Consideration of approval of a resolution to approve an Administrative
Services Agreement – MissionSquare Retirement
FORMAT:Consent Agenda
SYNOPSIS INCLUDING PRO & CON: Staff is requesting City Council approval of an
Administrative Services Agreement between the City of Waukee and
MissionSquare Retirement for administration of the City’s Retirement Health
Savings Program (RHS).
MissionSquare Retirement is a nonprofit provider specializing in public-sector
retirement plans and currently provides recordkeeping, administrative, and
participant support services for the City’s employee retirement programs. The
proposed agreement adds a retirement Health Savings Program.
Approval of the Administrative Services Agreement is in the best interest of
the City and its employees and supports the City’s goals related to employee
recruitment, retention, and responsible stewardship of retirement plan assets.
FISCAL IMPACT INCLUDING COST/BENEFIT ANALYSIS:
COMMISSION/BOARD/COMMITTEE COMMENT:
STAFF REVIEW AND COMMENT: The City Administrator and Director Human Resources
recommend the approval of an Administrative Services Agreement with
MissionSquare Retirement.
RECOMMENDATION: Approve the resolution.
ATTACHMENTS: I. Proposed Resolution
II. Administrative Services Agreement
PREPARED BY:Michelle Lindsay
REVIEWED BY:
I1F3
THE CITY OF WAUKEE, IOWA
RESOLUTION 2026-
APPROVING ADMINISTRATIVE SERVICES AGREEMENT
[MISSIONSQUARE RETIREMENT - RHS]
IN THE NAME AND BY THE AUTHORITY OF THE CITY OF WAUKEE, IOWA
WHEREAS, the City of Waukee, Iowa, is a duly organized municipality within Dallas
County; AND,
WHEREAS, the City employs individuals who render valuable public services; AND,
WHEREAS, the administration of a retiree health savings program serves the interests of
the City by providing employees with a means to prepare for qualified health care
expenses during retirement, and by supporting the City’s efforts to attract and retain
qualified personnel; AND,
WHEREAS, the City of Waukee has determined that the retiree health savings program
advances these public purposes; AND,
WHEREAS, the City Council finds it to be in the best interests of the City to approve the
Administrative Services Agreement with MissionSquare Retirement and to authorize the
execution of all documents necessary to implement the agreement.
NOW THEREFORE BE IT RESOLVED by the City Council, in session this 20th day
of July, 2026, that the Administrative Services Agreement between the City of Waukee
and MissionSquare Retirement is hereby approved.
BE IT FURTHER RESOLVED that the Director of Human Resources is hereby
authorized and directed to execute the Administrative Services Agreement between the
City of Waukee and MissionSquare Retirement, together with any related documents
necessary to implement the agreement.
____________________________
Courtney Clarke, Mayor
Attest:
___________________________________
Rebecca D. Schuett, City Clerk
RESULTS OF VOTE: AYE NAY ABSENT ABSTAIN
Kala Anderson
Chris Crone
Rob Grove
Lori Lyon
Anna Bergman Pierce
ADMINISTRATIVE SERVICES AGREEMENT
for
City of Waukee
Type: RHS
Account Number: 800565
MissionSquare Retirement Agreement 2 of 15
ADMINISTRATIVE SERVICES AGREEMENT
This Agreement is made effective as of, (please enter date)
____________________ (herein referred to as the "Inception Date"), between
The International City Management Association Retirement Corporation
doing business as MissionSquare Retirement ("MissionSquare"), a
nonprofit corporation organized and existing under the laws of the State
of Delaware; and the City of Waukee ("Employer") a local governmental
instrumentality organized and existing under the laws of the State of Iowa
with an office at 230 Highway 6, Waukee, Iowa 50263.
RECITALS
Employer acts as a public plan sponsor for a retiree health plan with
responsibility to obtain investment alternatives and services for employees
participating in that plan;
Employer desires to make the Retirement Health Savings (“RHS”) Program
provided by MissionSquare available to its employees through the Employer’s
integral part trust (“Trust”) and the Employer’s welfare benefits plan (“Plan”);
MissionSquare, or its wholly owned subsidiary, acts as investment adviser to
VantageTrust Company, LLC (“VTC”), the Trustee of VantageTrust II Multiple
Collective Investment Funds Trust (“VantageTrust II);
VantageTrust II is a group trust established and maintained in accordance with
New Hampshire Revised Statutes Annotated section 391:1 and Internal Revenue
Service Revenue Rulings 81-100 and 2011-1, which provides for the collective
investment and reinvestment of assets of certain tax-exempt, governmental
pension and profit sharing plans, and retiree welfare plans, and other eligible
investors;
VTC makes a series of separate funds (the “MSQ Funds Class S”) available through
VantageTrust II for the investment of plan assets as referenced in the Declaration
of Trust and Disclosure Memorandum (“Disclosure Materials”);
The MSQ Funds Class S are available only through adoption of VantageTrust II;
and
MissionSquare provides a complete offering of services to public employers for
the operation of employee retirement and retiree health savings plans including,
but not limited to, communications concerning investment alternatives,
account maintenance, account record-keeping, investment reporting, form
processing, and benefit disbursement.
Plan # 800565
MissionSquare Retirement Agreement 3 of 16
AGREEMENTS
1. Acceptance of RHS Program
Employer agrees to make the RHS Program provided by MissionSquare
available to its employees. The details of the RHS Program shall be as
mutually agreed between the Employer and MissionSquare, and in
general shall be as set forth in the RHS Program materials developed by
MissionSquare and provided to Employer. The RHS Program materials
are hereby incorporated by reference and made a part of this
Agreement, except that Employer and MissionSquare may from time to
time mutually agree in writing to terms that vary from the RHS Program
materials. RHS Program materials shall include the MissionSquare
Retiree Health Program Employer Guide, available electronically
through the plan sponsor website upon adoption of the RHS Program.
2 Appointment of MissionSquare
Employer hereby appoints MissionSquare as the exclusive Recordkeeper
for the RHS Plan to perform all non-discretionary functions necessary for
the administration of the RHS Plan with respect to assets in the RHS
Plan transferred to its administration.
The functions to be performed by MissionSquare and its agents include:
(a)allocation in accordance with participant direction of individual
accounts to investment options made available to Plan participants;
(b)maintenance of individual accounts for participants reflecting
amounts contributed, income, gain, or loss credited, and amounts
disbursed as benefits;
(c) provision of periodic reports to the Employer and participants of the
status of Plan investments and individual accounts;
(d) communication to participants of information regarding their
rights and elections under the Plan; and
(e)disbursement of benefits as agent for the Employer in accordance
with terms of the Plan.
Plan # 800565
MissionSquare Retirement Agreement 4 of 16
3. Employer Duty to Furnish Information
Employer agrees to furnish to MissionSquare on a timely basis such
information as is necessary for MissionSquare to carry out its
responsibilities with respect to the Plan, including information needed to
allocate individual participant accounts to investment options, and
information as to the benefit eligibility and employment status of
participants, and participants’ ages, addresses, dependents, spouses and
other identifying information (including tax identification numbers).
Employer also agrees that it will notify MissionSquare in a timely manner
regarding changes in staff as it relates to various roles. This is to be
completed through the plan sponsor website. MissionSquare shall be
entitled to rely upon the accuracy of any information that is furnished to
it by a responsible official of the Employer or any information relating to
an individual participant, spouse or dependent that is furnished by such
participant, spouse or dependent, and MissionSquare shall not be
responsible for any error arising from its reliance on such information.
MissionSquare will provide reports and account information to the
Employer through the plan sponsor website.
4. MissionSquare Representations and Warranties
MissionSquare represents and warrants to Employer that:
(a)MissionSquare is a non-profit corporation with full power and
authority to enter into this Agreement and to perform its
obligations under this Agreement.
(b)MissionSquare is an investment adviser registered as such with the
Securities and Exchange Commission under the Investment
Advisers Act of 1940, as amended.
(c)MissionSquare will handle participant information in the manner
described in the Business Associate Agreement to be executed
between the Plan and MissionSquare, a form of which is provided
as Exhibit A to this Agreement.
5. Employer Representations and Warranties
Employer represents and warrants to MissionSquare that:
(a)Employer is organized in the form and manner recited in the
opening paragraph of this Agreement with full power and authority
to enter into and perform its obligations under this Agreement and
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MissionSquare Retirement Agreement 5 of 16
to act for the Plan and participants in the manner contemplated in
this Agreement. Execution, delivery, and performance of this
Agreement will not conflict with any law, rule, regulation or contract
by which the Employer is bound or to which it is a party.
(b)Information required to be retained by the Employer shall be set
forth in the RHS Program materials developed by MissionSquare
and provided to the Employer.
(c)Employer is required to send in contributions through the plan
sponsor website, the online plan administration tool provided by
MissionSquare.
(d)Employer is responsible for determining that there are no state or
local laws that would prohibit it from establishing the RHS Program.
Employer is also responsible for determining that the investments
selected for the Plan fall within state or local requirements.
MissionSquare shall not be responsible for monitoring state or local
law applicable to retirement plans or for administering the Plan in
compliance with local or state requirements unless Employer
notifies MissionSquare of any such local or state requirements.
(e)Employer acknowledges that the RHS Plan is a “health plan” for
Health Insurance Portability and Accountability Act (“HIPAA”)
purposes and therefore is subject to HIPAA privacy rules. Employer
also acknowledges that the RHS Plan is a Health Reimbursement
Arrangement, subject to applicable provisions of the Affordable
Care Act (“ACA”). An employer sponsoring the Plan is responsible for
complying with the HIPAA privacy and security rules with respect
to all protected health information created, maintained, received, or
transmitted in relation to the Plan and is responsible for complying
with the ACA.
(f)Employer acknowledges that certain such services to be performed
by MissionSquare under this Agreement may be performed by an
affiliate or agent of MissionSquare pursuant to one or more other
contractual arrangements or relationships, and that MissionSquare
reserves the right to change vendors with which it has contracted
to provide services in connection with this Agreement without prior
notice to Employer.
(g)Employer acknowledges and agrees that MissionSquare does not
assume any responsibility with respect to the selection or retention
of the Plan’s investment options. Employer shall have exclusive
Plan # 800565
MissionSquare Retirement Agreement 6 of 16
responsibility for the selection and retention of the Plan’s
investment options, including the selection of the applicable share
class.
(h)Employer confirms that it has executed a Participation Agreement
for VantageTrust II and acknowledges that it has received the
Disclosure Materials.
(i)Employer authorizes MissionSquare to establish an unallocated plan
level expense account, which also may be known as an administrative
allowance account, to be invested as Employer directs.
6. Participation in Certain Proceedings
The Employer hereby authorizes MissionSquare to act as agent, to appear
on its behalf, and to join the Employer as a necessary party in all legal
proceedings regarding the Plan involving the garnishment of benefits or
the transfer of benefits pursuant to a medical child support order. Unless
Employer notifies MissionSquare otherwise, Employer authorizes
MissionSquare to determine whether disbursement of benefits to a
spouse or child pursuant to a medical child support order is appropriate.
7. Compensation and Payment
Absent an explicit agreement to the contrary between MissionSquare and
Employer, participant fees and expenses shall be payable from RHS assets,
in accordance with the requirements of the RHS Program as set forth
below.
(a)Asset-based fees will be included in the daily unit value of
each MSQ Fund Class S, and no separate asset-based fees will
be assessed.
(b)A $25 annual account administration fee will be charged
quarterly to each Accountholder’s account.
(c)The account administration fee is subject to change with
appropriate prior notification.
(d)Compensation for Advisory and other Services to
MissionSquare Funds Class M. Employer acknowledges that
MissionSquare, including certain of its wholly owned
subsidiaries, receives compensation for advisory and other
services furnished to the MSQ Funds Class M, which are
Plan # 800565
MissionSquare Retirement Agreement 7 of 16
collective funds serving as the underlying funds to certain
MSQ Funds Class S.
8. Responsibility
(a) MissionSquare shall not be responsible for any acts or omissions of
any person with respect to the Plan, or its related Trust, other than
MissionSquare in connection with the administration or operation
of the Plan or its related Trust.
(b) The Employer understands that, as a general matter, the Internal
Revenue Service (“IRS”) may decline to rule on certain design
features or provisions that the Employer may request to have added
to the RHS Program materials. The Employer agrees to hold
MissionSquare harmless in connection with the addition and
administration of any Plan feature or provision requested by the
Employer for which the IRS will not provide express interpretive
guidance.
9. Indemnification
Employer shall indemnify MissionSquare against, and hold MissionSquare
harmless from, any and all loss, damage, penalty, liability, cost, and
expense, including without limitation, reasonable attorney’s fees, that
may be incurred by, imposed upon, or asserted against MissionSquare by
reason of any claim, regulatory proceeding, or litigation arising from any
act done or omitted to be done by any individual or person with respect
to the Plan or its related Trust, excepting only any and all loss, damage,
penalty, liability, cost or expense resulting from MissionSquare’s
negligence, bad faith, or willful misconduct.
10. Term
This Agreement shall be in effect for an initial term beginning on the
Inception Date, provided the Employer executes this Agreement through
Docusign. Written notice of termination is provided by either party to the
other no less than 60 days before the end of such Agreement. The
Employer understands and acknowledges that, in the event the Employer
terminates this Agreement (or replaces the MissionSquare PLUS Fund of
VantageTrust II as an investment option in its investment line-up),
MissionSquare retains full discretion to release Plan assets invested in the
MissionSquare PLUS Fund in an orderly manner over a period of up to 12
months from the date MissionSquare receives written notification from
the Employer that it has made a final and binding selection of a
Plan # 800565
MissionSquare Retirement Agreement 8 of 16
replacement for MissionSquare as administrator of the Plan (or a
replacement investment option for the MissionSquare PLUS Fund).
11. Amendments and Adjustments
(a) This Agreement may be amended by written instrument signed by
the parties.
(b) The parties agree that only an adjustment to compensation or
administrative and operational services under this Agreement may
be implemented by MissionSquare through advance written notice,
which may be provided by electronic means. The Employer will be
given at least 60 days to review the proposal before the effective
date of the adjustment. Such adjustment shall become effective
unless, within the 60-day period, the Employer notifies
MissionSquare in writing that it does not accept such adjustment,
in which event the parties will negotiate with respect to the
adjustment.
(c) No failure to exercise and no delay in exercising any right, remedy,
power or privilege hereunder shall operate as a waiver of such right,
remedy, power or privilege.
12. Notices
All notices required to be delivered under this Agreement shall be
delivered electronically, personally or by registered or certified mail,
postage prepaid, return receipt requested, to (i) Legal Department,
MissionSquare Retirement, 777 North Capitol Street, N.E., Suite 600,
Washington, D.C, 20002-4240; (ii) Employer at the office set forth in the
first paragraph hereof, or to any other address designated by the party to
receive the same by written notice similarly given.
13. Complete Agreement
This Agreement, with an executed Business Associate Agreement, shall
constitute the sole agreement between MissionSquare and Employer
relating to the object of this Agreement and correctly sets forth the
complete rights, duties and obligations of each party to the other as of its
date. Any prior agreements, promises, negotiations or representations,
verbal or otherwise, not expressly set forth in this Agreement are of no
force and effect.
Plan # 800565
MissionSquare Retirement Agreement 9 of 16
14. Governing Law
This agreement shall be governed by and construed in accordance with
the laws of the State of Iowa, applicable to contracts made in that
jurisdiction without reference to its conflicts of laws provisions.
In Witness Whereof, the parties hereto have executed this Agreement as
of the Inception Date first above written.
CITY OF WAUKEE
By _____________________________
Signature / Date
By _____________________________
Name and Title (Please Print)
THE INTERNATIONAL CITY
MANAGEMENT ASSOCIATION
RETIREMENT CORPORATION doing
business as MISSIONSQUARE
RETIREMENT
By _____________________________
Erica McFarquhar
Assistant Secretary
[An execution copy will be provided via DocuSign]
Plan # 800565
MissionSquare Retirement Agreement 10 of 16
Exhibit A
RHS HIPAA BUSINESS ASSOCIATE AGREEMENT FOR PLAN NUMBER 800565
This Business Associate Agreement (“BA Agreement”) supplements and is made
part of the Administrative Services Agreement entered into between City of
Waukee on behalf of Plan Number 800565 (“Covered Entity” or “City of Waukee
RHS”) and The International City Management Association Retirement
Corporation doing business as MissionSquare Retirement (“Business Associate”)
on (please enter date) , and is effective as of the effective
date of the Administrative Services Agreement (the “Effective Date”).
RECITALS
Covered Entity is a group health plan that reimburses medical expenses for
eligible participants, their spouses, and their dependents. Under the Health
Information Portability and Accountability Act of 1996 (“HIPAA”), Covered Entity
is required to enter into this BA Agreement to obtain satisfactory assurances that
Business Associate will appropriately safeguard all Protected Health Information
(“PHI”), as defined herein, that is created, maintained, received, or transmitted by
Business Associate on behalf of Covered Entity.
Business Associate is a record keeper providing administrative services to
Covered Entity. In general, Business Associate will not have access to
information that would traditionally be considered PHI because participant
medical information used to substantiate reimbursements is sent directly to and
reviewed by a third-party claims processor. The third-party claims processor has
agreed to protect PHI that it creates, maintains, receives, or transmits in a
manner that is consistent with and as stringent as the terms agreed to by
Business Associate under this BA Agreement with respect to information that
could be considered PHI. Business Associate has access to information that
might be interpreted as PHI, including an individual’s participation in the plan,
reimbursement amounts, and the timing of reimbursements.
In consideration of the mutual promises below and the exchange of information
pursuant to this BA Agreement and in order to comply with all legal
requirements for the protection of this information, Covered Entity and Business
Associate agree as follows:
1.DEFINITIONS
a.The following terms used in this BA Agreement shall have the same
meaning as those terms are defined in the HIPAA Rules: Breach, Data
Aggregations, Designated Record Set, Disclosure, Health Care
Operations, Minimum Necessary, Notice of Privacy Practices,
Plan # 800565
MissionSquare Retirement Agreement 11 of 16
Secretary, Security Incident, Subcontractor, Unsecured Protected
Health Information, and Use.
b.“Administrative Services Agreement” refers to a separate agreement
outlining the services MissionSquare will provide to Covered Entity and
the terms and conditions governing the provision of such services. The
Administrative Services Agreement is made between MissionSquare
and City of Waukee RHS or its sponsor, acting on behalf of City of
Waukee RHS.
c.“Business Associate” shall have the same meaning as the term
“business associate” at 45 CFR 160.103, and in reference to this BA
Agreement shall mean MissionSquare.
d.“Covered Entity” shall have the same meaning as the term “covered
entity” at 45 CFR 160.103, and in reference this BA Agreement, shall
mean City of Waukee RHS.
e.“HIPAA Rules” shall mean the Privacy, Security, Breach Notification,
and Enforcement Rules at 45 CFR Part 160 and Part 164.
f.“Privacy Rule” shall mean the Privacy Standards and Implementation
Specifications at 45 CFR 160 and 164, Subparts A and E.
g.“Protected Health Information” (“PHI”) shall have the same meaning as
the term “protected health information” in 45 CFR § 160.103, limited to
the information created, received, maintained, or transmitted by
Business Associate from or on behalf of Covered Entity pursuant to this
Agreement.
h.“Security Rule” shall mean the Security Standards and Implementation
Specifications at 45 CFR Parts 160 and 164, Subparts A and C.
2.OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE
Business Associate agrees to:
a.Not Use or Disclose PHI other than as permitted or required by this BA
Agreement or as required by law.
b.Use appropriate safeguards to prevent Use or Disclosure of PHI other
than as provided for by this BA Agreement, and comply with subpart
C of 45 CFR Part 164 with respect to electronic PHI in Business
Associate’s custody or control, to prevent Use or Disclosure of PHI other
than as provided for by this BA Agreement.
c.Report to Covered Entity any Use or Disclosure of PHI not provided for
by the BA Agreement of which it becomes aware not more than 60
Plan # 800565
MissionSquare Retirement Agreement 12 of 16
calendar days after Business Associate discovers such non-permitted
Use or Disclosure, including Breaches of Unsecured PHI as required at
45 CFR 164.410, and any Security Incident for which it becomes aware.
d.In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), if
applicable, ensure that any Subcontractors that create, receive,
maintain, or transmit PHI on behalf of the Business Associate agree to
the same restrictions, conditions, and requirements that apply to the
Business Associate with respect to such information.
e.Make available, within 30 calendar days of the request of Covered
Entity, PHI in a Designated Record Set in Business Associate’s custody
or control, to Covered Entity, or as Directed by Covered Entity, to an
individual, so that Covered Entity may meet its access obligations
under 45 CFR § 164.524.
f.Make any amendment(s) to PHI in a Designated Record Set in
Business Associate’s custody or control as directed in writing by the
Covered Entity pursuant to 45 CFR 164.526 no later than 60 days after
receipt of such request, so that Covered Entity may meet its
amendment obligations under 45 CFR 164.526.
g.Maintain and make available the information required to provide an
accounting of Disclosures to the Covered Entity as requested by
Covered Entity in writing and as necessary to satisfy the Covered
Entity’s obligations under 45 CFR 164.528.
h.Make its internal practices, books, and records, available to the
Secretary for purposes of determining compliance with the HIPAA
Rules.
i.Not directly or indirectly receive remuneration in exchange of PHI.
j.Comply with the administrative simplification rules applicable to
standard transactions, if Business Associate conducts such
transactions under the electronic data interchange rules on behalf of
Covered Entity.
k.To the extent the parties agree that Business Associate will carry out
directly one or more of Covered Entity’s obligations under the Privacy
Rule, the Business Associate will comply with the requirements of the
Privacy Rule that apply to the Covered Entity in the performance of
such obligations.
3.PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE
Plan # 800565
MissionSquare Retirement Agreement 13 of 16
a.Business Associate may only Use or Disclose PHI as necessary to
perform the services set forth in the Administrative Services
Agreement and as permitted by this BA Agreement.
b.Business Associate may Use or Disclose PHI as required by law or to
report violations of law to appropriate Federal and State authorities,
consistent with 45 CFR 164. 502(j)(1).
c.Except as otherwise limited by this BA Agreement, Business Associate
agrees to make Uses and Disclosures and requests for PHI consistent
with the Covered Entity’s Minimum Necessary policies and procedures
when such are provided by the Covered Entity to Business Associate.
d.Business Associate is authorized to de-identify information in
accordance with 45 CFR 164.514(a)-(c).
e.Business Associate may not Use or Disclose PHI in a manner that
would violate Subpart E of 45 CFR Part 164 if done by Covered Entity,
except for the specific Uses and Disclosures set forth below.
f.Business Associate may Use PHI for the proper management and
administration of the Business Associate or to carry out the legal
responsibilities of the Business Associate.
g.Business Associate may provide Data Aggregation services relating to
the Health Care Operations of the Covered Entity.
4.OBLIGATIONS AND ACTIVITIES OF COVERED ENTITY
a.Covered Entity shall notify Business Associate of any limitations in the
Notice of Privacy Practices that Covered Entity provides to individuals
pursuant to 45 CFR 164.520, to the extent that such limitation may
affect Business Associate’s Use or Disclosure of PHI.
b.Covered Entity shall notify Business Associate of any changes in, or
revocation of, the permission by an individual to Use or Disclose his or
her PHI, to the extent that such changes may affect Business
Associate’s Use or Disclosure of PHI.
c.Covered Entity shall notify Business Associate of any restrictions on the
Use or Disclosure of PHI that Covered Entity has agreed to or is
required to abide by under 45 CFR 164.522, to the extent that such
restriction may affect Business Associate’s Use or Disclosure of PHI.
d.Covered Entity shall not request Business Associate to Use or Disclose
PHI in any manner that would not be permissible under Subpart E of
45 CFR Part 164 if done by Covered Entity, except to the extent that
Business Associate will Use or Disclose PHI for Data Aggregation or
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MissionSquare Retirement Agreement 14 of 16
management and administration and legal responsibilities of the
Business Associate.
e.Covered Entity shall notify Business Associate of any confidential
communication requests with which the Covered Entity has agreed to
in accordance with 45 CFR 164.522, to the extent such requests would
affect Business Associate’s Use or Disclosure of PHI.
5.TERM AND TERMINATION
a.This BA Agreement shall be effective as of the Effective Date, and shall
terminate upon the termination of the Administrative Services
Agreement, subject to the provisions below regarding the return or
destruction of PHI.
b.Business Associate authorizes termination of this BA Agreement by
Covered Entity, if Covered Entity determines Business Associate has
violated a material term of the BA Agreement, and Business Associate
has not cured the Breach or ended the violation, following written
notice to the Business Associate, within a reasonable period of time
not to exceed any reasonable cure period defined in the Administrative
Services Agreement.
c.Upon termination of this BA Agreement for any reason, Business
Associate, with respect to PHI Received from Covered Entity, or
created, maintained, or received from Business Associate on behalf of
Covered Entity, shall:
i.Retain only that PHI which is necessary for Business Associate
to continue its proper management and administration or to
carry out its legal responsibilities;
ii.Return to Covered Entity or, if agreed to by Covered Entity,
destroy the remaining PHI that the Business Associate still
maintains in any form;
iii.Continue to use appropriate safeguards and comply with
Subpart C of 45 CFR Part 164 with respect to electronic PHI to
prevent Use or Disclosure of the PHI, other than as provided for
in this Section, for as long as Business Associate retains PHI;
iv.Not Use or Disclose the PHI retained by Business Associate other
than for the purposes for which such PHI was retained and
subject to the same conditions set out at Paragraph 3(f);
v.Return to Covered Entity or, if agreed to Covered Entity, destroy
the PHI retained by Business Associate when it is no longer
needed by Business Associate for its proper management and
administration or to carry out its legal responsibilities;
Plan # 800565
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vi.Notwithstanding any other provision of this BA Agreement,
upon termination, Business Associate may also transmit PHI to
another Business Associate of the Covered Entity upon the
written request of the Covered Entity.
d.The obligations of Business Associate under Section 5, Term and
Termination, shall survive the termination of this BA Agreement.
6.GENERAL PROVISIONS
a.A reference in this BA Agreement to a section in the HIPAA Rules
means the section as in effect or amended.
b.The parties agree to take such action as is necessary to amend this BA
Agreement from time to time as is necessary for compliance with the
requirements of the HIPAA Rules and any other applicable laws.
c.Any ambiguity in this BA Agreement shall be interpreted to permit
compliance with the HIPAA rules.
d.Nothing in this BA Agreement shall be construed as creating any
rights or benefits to any third parties.
e.The invalidity and unenforceability of any provision of this BA
Agreement shall not affect the enforceability of any other provision of
this BA Agreement or the Administrative Services Agreement, which
shall remain in full force and effect.
f.All notices and communications required by this BA Agreement shall
be in writing. Such notices and communications shall be given in one
of the following forms: (i) by delivery in person, (ii) by a nationally
recognized, next-day courier service, (iii) by first-class, registered or
certified mail, postage prepaid, or (iv) by electronic mail to the address
that each party specifies in writing.
g.This BA Agreement and the Administrative Services Agreement
constitute the entire agreement between the parties with respect to
its subject matter and constitute and supersede all prior agreements,
representations, and understandings of the parties, written or oral,
with regard to the same subject matter.
Plan # 800565
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CITY OF WAUKEE RHS
By _____________________________
Signature / Date
_____________________________
Name and Title (Please Print)
THE INTERNATIONAL CITY MANAGEMENT ASSOCIATION
RETIREMENT CORPORATION doing business as MISSIONSQUARE
RETIREMENT
By _____________________________
Erica McFarquhar
Assistant Secretary