Catto & Catto to HUB Insurance Broker Assignment

1. CITY OF ALAMO HEIGHTS
ADMINISTRATION DEPARTMENT
CITY COUNCIL AGENDA MEMORANDUM
TO: Mayor and City Council
FROM: Phil Laney, Assistant City Manager
SUBJECT: Insurance Broker Contract Assignment Agreement
DATE: December 13, 2021
SUMMARY
Discussion and possible action regarding the assignment of the insurance broker contract from
Catto & Catto Benefits Group, LLP to HUB International, Inc.
BACKGROUND INFORMATION
In 2016, Financial Benefit Services (FBS) in partnership with Catto & Catto became the
Insurance Brokers for the City’s employee insurance benefits. In 2018, Catto & Catto Benefits
Group (“Catto & Catto”) became the sole broker and the fees remained at the initial $26,500 per
year. In 2020, Catto & Catto received a 2% increase in their annual fees for a total of $27,030.
In November 2021, Catto & Catto was acquired by Hub International Inc. Hub purchased the
assets of Catto & Catto and provides the same employee benefits broker services as Catto &
Catto. The City’s insurance broker contract with Catto & Catto will assign, grant, convey and
transfer to Hub. The City existing services and terms will be with Hub.
POLICY ANALYSIS
Catto and Catto have consistently provided quality insurance broker services to the city since
2016. Assignment of the insurance broker contract to Hub International will allow the City to
continue receiving services and terms under the existing contract.
FISCAL IMPACT
No fiscal impact with this item. The City’s annual fee to Hub International, Inc. will remain a
total of $27,030.00.
ATTACHMENT
Attachment A – Broker Services Assignment and Assumption Agreement
Attachment B – COAH-Hub Business Associate Agreement
______________________
Phil Laney
Assistant City Manager
______________________
Buddy Kuhn
City Manager

2. Attachment A
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (“Agreement”), effective as of December 1, 2021
(“Effective Date”), is by and among City of Alamo Heights, a political subdivision of the State
of Texas, located at 6116 Broadway, San Antonio, Texas 78209 (“COAH”), Hub International,
Inc., a Texas corporation (“Hub”), and Catto & Catto Benefits Group, LLP, a Texas limited
liability company (“Catto & Catto”).
WHEREAS, COAH and Catto & Catto entered into an Employee Broker Services Agreement in
September 2020 (“Broker Agreement”);
WHEREAS, Hub has purchased the assets of Catto & Catto and provides the same employee
benefits broker services as Catto & Catto;
WHEREAS, Catto & Catto desires to assign the Broker Agreement to Hub and Hub agrees to
assume all responsibilities under the Broker Agreement, and COAH agrees to Catto & Catto’s
assignment of the Broker Agreement to Hub.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth
herein, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
1. Assignment and Assumption. Catto & Catto hereby assigns, grants, conveys and
transfers to Hub all of Catto & Catto’s right, title and interest in and to the Broker Agreement.
Hub hereby accepts such assignment and assumes all of Catto & Catto’s duties and obligations
under the Broker Agreement and agrees to perform and discharge, as and when due, all of the
obligations of Catto & Catto under the Broker Agreement as of the Effective Date.
2. Consent to Assignment. COAH hereby consents to the assignment of the Broker
Agreement by Catto & Catto to Hub.
3. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas and consent to the exclusive jurisdiction of the
courts residing in Bexar County, Texas.
4. Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which together shall be deemed to be one and the same
agreement. A signed copy of this Agreement delivered by email or other means of electronic
transmission shall be deemed to have the same legal effect as delivery of an original signed copy
of this Agreement.
5. Further Assurances. Each of the parties hereto shall execute and deliver, at the
reasonable request of any other party, such additional documents, instruments, and assurances
and take such further actions as such other party may reasonably request to carry out the
provisions hereof and give effect to the transactions contemplated by this Agreement. All other
terms and conditions of the Broker Agreement shall remain in full force and effect.

3. Attachment A
CITY OF ALAMO HEIGHTS
Assignment of Broker Services Agreement 2
IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the
Effective Date.
City of Alamo Heights
By_____________________
Name: Buddy Kuhn
Title: City Manager
Hub International Texas, Inc.
By_____________________
Name:
Title:
Catto & Catto Benefits Group, LLP
By_______________________
Name:
Title:

4. Attachment B
1
Business Associate Agreement
This Agreement is executed on the 1st day of December 2021 between the City of Alamo Heights (“Covered
Entity”), and Hub International Texas, Inc. ("Business Associate"). Whereas the Covered Entity will make
available to the Business Associate certain PHI (PHI) to enable performance of the resolution of claims issues,
marketing of insurance plans, and negotiation of renewals; and
Therefore, the Covered Entity and Business Associate agree to be bound by the following terms and
conditions:
Article I. Definitions
Terms used, but not otherwise defined, in this Agreement shall have the same meaning as those terms in 45
CFR § §§ 160.103 and 164.501.
A. “Business Associate” shall mean Hub International Texas, Inc.
B. “Covered Entity” shall mean City of Alamo Heights.
C. “Individual” shall have the same meaning as the term "individual"' in 45 CFR § § 164.501, and shall
include a person who qualifies as a personal representative in accordance with 45 CFR § 164.502(g).
D. “Privacy Rule” shall mean the Standards for Privacy of Individually Identifiable Health Information at
45 CFR § part 160 and part 164, subparts A and E.
E. “Protected Health Information” (“PHI”) shall have the same meaning as the term "Protected Health
Information'' in 45 CFR § 164.501, limited to the information created or received by Business
Associate from, or on behalf of, Covered Entity.
F. “Required By Law” shall have the same meaning as the term "required by law'' in 45 CFR § 164.501.
G. “Secretary” shall mean the Secretary of the Department of Health and Human Services or his
designee.
H. “Breach” shall mean the access, acquisition, use or disclosure of PHI in a manner not permitted
under the Privacy Rule that compromises the security or privacy of PHI in accordance with 45 CFR §
164.402.
Article II – Obligations and Activities of Business Associate
A. Business Associate agrees to not use or further disclose PHI other than as permitted or required by
the Agreement or as Required by Law.
B. Business Associate agrees to use appropriate safeguards to prevent use or disclosure of the PHI,
other than as provided for by this Agreement.
C. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to
Business Associate of a use or disclosure of PHI by Business Associate in violation of the
requirements of this Agreement.
D. Business Associate agrees to report to Covered Entity any use or disclosure of the PHI not provided
for by this Agreement.

5. Attachment B
2
E. Business Associate agrees to ensure that any agent, including a subcontractor, to whom it provides
PHI received from, or created or received by Business Associate on behalf of Covered Entity, agrees
to the same restrictions and conditions that apply through this Agreement to Business Associate
with respect to such information.
F. Business Associate agrees to provide access, at the request of Covered Entity, and in the time and
manner designated by Covered Entity, to PHI in a Designated Record Set, to Covered Entity or, as
directed by Covered Entity, to an Individual in order to meet the requirements under 45 CFR §
164.524.
G. Business Associate agrees to make any amendment(s) to PHI in a Designated Record Set that the
Covered Entity directs or agrees to pursuant to 45 CFR § 164.526, at the request of Covered Entity or
an Individual, and in the time and manner designated by Covered Entity.
H. Business Associate agrees to make internal practices, books and records relating to the use and
disclosure of PHI received from, or created or received by Business Associate on behalf of, Covered
Entity available to the Covered Entity or, at the request of the Covered Entity, to the Secretary in a
time and manner designated by the Covered Entity or the Secretary, for purposes of the Secretary
determining Covered Entity's compliance with the Privacy Rule.
I. Business Associate agrees to document such disclosures of PHI and information related to such
disclosures as would be required for Covered Entity to respond to a request by an Individual for an
accounting of disclosures of PHI in accordance with 45 CFR § 164.528.
J. Business Associate agrees to provide to Covered Entity or an Individual, in time and manner
designated by Covered Entity, information collected in accordance with Article II, Section I of this
Agreement, to permit Covered Entity to respond to a request by an Individual for an accounting of
disclosures of PHI in accordance with 45 CFR § 164.528.
K. Business Associate agrees to comply with the Standards for Privacy of Individually Identifiable Health
Information (the “Privacy Rule”) and the Security Standards for the Protection of Electronic PHI (the
“Security Rule”) under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and
Subtitle D of the Health Information Technology for Economic and Clinical Health Act (“HITECH”), and
all applicable provisions of the American Recovery and Reinvestment Act of 2009 and all implementing
regulations (collectively “ARRA”).
L. Business Associate agrees to following the discovery of a breach of unsecured PHI notify the Covered
Entity of such breach. A breach shall be treated as discovered by the business associate as of the first
day on which such breach is known to the business associate or by exercising reasonable diligence
would have been known to the business associate. A business associate shall be deemed to have
knowledge of a breach if the breach is known, or by exercising reasonable diligence would have been
known, to any person, other than the person committing the breach, who is an employee, officer or
other agent of the business associate. The Business Associate will follow the timeliness and content of
notice requirements in accordance with 45 CFR § 164.410.

6. Attachment B
3
Permitted Uses and Disclosures by Business Associate
Article III – General Use and Disclosure Provisions
Except as otherwise limited in this Agreement, Business Associate may use or disclose PHI to perform
functions, activities or services for, or on behalf of, Covered Entity as specified in Business Service
Agreement provided that such use or disclosure would not violate the Privacy Rule if done by Covered
Entity.
Article IV - Specific Use and Disclosure Provisions
A. Except as otherwise limited in this Agreement, 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.
B. Except as otherwise limited in this Agreement, Business Associate may disclose PHI for the proper
management and administration of the Business Associate, provided that disclosures are required
by law, or Business Associate obtains reasonable assurances from the person to whom the
information is disclosed that it will remain confidential and used or further disclosed only as
required by law, or for the purpose for which it was disclosed to the person, and the person notifies
the Business Associate of any instances of which it is aware in which the confidentiality of the
information has been breached.
C. Except as otherwise limited in this Agreement, Business Associate may use PHI to provide Data
Aggregation services to Covered Entity as permitted by 42 CFR § 164.504(e)(2)(i)(B).
D. Notwithstanding any other provision of this Agreement or the Broker Services Agreement and
except as otherwise Required by Law, Business Associate may not share any PHI beyond Summary
Health Information and enrollment/disenrollment information with the plan sponsor of Covered
Entity unless there is an authorization in place that meets the requirements set forth in 45 CFR §
164.508. For this purpose, Business Associate may put the authorization in place, or may rely on
written assurance from the plan sponsor that it has a valid authorization in place.
Article V - Obligations of Covered Entity
A. Provisions for Covered Entity to Inform Business Associate of Privacy Practices and Restrictions.
a. Covered Entity shall provide Business Associate with any changes in, or revocation of,
permission by individual to use or disclose PHI, if such changes affect Business Associate’s
permitted or required uses and disclosures.
b. Covered Entity shall notify Business Associate of any restriction to the use or disclosure of
PHI that Covered Entity has agreed to in accordance with 45 CFR § 164.522.
B. Permissible Requests by Covered Entity.
Covered Entity shall not request Business Associate to use or disclose PHI in any manner that would not
be permissible under the Privacy Rule if done by Covered Entity.

7. Attachment B
4
Article VI - Term and Termination
A. Term.
The Term of this Agreement shall be effective as of December 1, 2021, and shall terminate when all of
the PHI provided by Covered Entity to Business Associate, or created or received by Business Associate
on behalf of Covered Entity, is destroyed or returned to Covered Entity or, if it is infeasible to return or
destroy PHI, protections are extended to such information, in accordance with the termination
provisions in this Section.
B. Termination for Cause.
Upon knowledge of a material breach of the agreement by either party, non-breaching party will
provide written notice of breach or violation to the other party specifying the nature of the breach or
violation. Non-breaching party will provide an opportunity for the breaching party to cure the breach or
end the violation within a reasonable time frame. If the breaching party does not cure the breach or end
the violation within a time frame specified by the non-breaching party, immediately terminate the
agreement. If termination of the agreement is not feasible then the non-breaching party must report it
to the Secretary of Health and Human Services.
C. Effect of Termination.
a. Except as provided in paragraph (b) of this section, upon termination of this Agreement, for
any reason, Business Associate shall return or destroy all PHI received from Covered Entity,
or created or received by Business Associate on behalf of Covered Entity. This provision shall
apply to PHI that is in the possession of subcontractors or agents of Business Associate.
Business Associate shall retain no copies of the PHI.
b. In the event that Business Associate determines that returning or destroying the PHI is
infeasible, Business Associate shall provide to Covered Entity notification of the conditions
that make return or destruction infeasible. Upon mutual agreement of the Parties that
return or destruction of PHI is infeasible, Business Associate shall extend the protections of
this Agreement to such PHI and limit further uses and disclosures of such PHI to those
purposes that make the return or destruction infeasible, for so long as Business Associate
maintains such PHI.
Article VII- Security Requirements
A. The Business Associate agrees to implement in accordance with 45 CFR § 164.308
administrative, 164.310 physical and 164.312 technical safeguards that reasonably and
appropriately protect the confidentiality, integrity and availability of the electronic PHI that the
business associate creates, receives, maintains or transmits on behalf of the Covered Entity.
Business Associate in accordance with 45 CFR § 164.316 agrees to document aforementioned
administrative, physical and technical safeguards.

8. Attachment B
5
B. The Business Associate ensures that any agent, including a subcontractor that creates, receives,
maintains or transmits electronic PHI on behalf of the business associate agrees to comply with
same citations listed above and enters into a contract or other arrangement with agent or
subcontractor much the same as the contract or other arrangement between a covered entity
and a business associate.
C. The Business Associate agrees to report to the Covered Entity any security incident of which it
becomes aware including breaches of unsecured PHI.
D. The Business Associate authorizes the Covered Entity to terminate the contract if the Covered
Entity determines that the Business Associate has violated a material term of this Agreement.
Article VIII - Miscellaneous
A. Regulatory References. A reference in this Agreement to a section in the Privacy Rule means the
section as in effect or as amended, and for which compliance is required.
B. Amendment. The Parties agree to take such action, as is necessary, to amend this Agreement
from time to time, as is necessary, for Covered Entity to comply with the requirements of the
Privacy Rule and the Health Insurance Portability and Accountability Act, Public Law 104-191.
C. Survival. The respective rights and obligations of Business Associate under Article VI, Section C of
this Agreement shall survive the termination of this Agreement.
D. Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that
permits Covered Entity to comply with the Privacy and Security Rule.
AGREED:
City of Alamo Heights Hub International Texas, Inc.
Signature____________________________ Signature______________________________
Name Buddy Kuhn____________________ Name_________________________________
Title City Manager____________________ Title__________________________________