Resolution Agreement I. Recitals Parties. The Parties to this Resolution Agreement (“Agreement”) are: The United States Department of Health and Human Services, Office for Civil Rights (“HHS”), which enforces the Federal standards that govern the privacy of individually identifiable health information (45 C.F.R. Part 160 and Subparts A and E of Part 164, the “Privacy Rule”), the Federal standards that govern the security of electronic individually identifiable health information (45 C.F.R. Part 160 and Subparts A and C of Part 164, the “Security Rule”), and the Federal standards for notification in the case of breach of unsecured protected health information (45 C.F.R. Part 160 and Subparts A and D of 45 C.F.R. Part 164, the “Breach Notification Rule”). HHS has the authority to conduct compliance reviews and investigations of complaints alleging violations of the Privacy, Security, and Breach Notification Rules (the “HIPAA Rules”) by covered entities and business associates, and covered entities and business associates must cooperate with HHS compliance reviews and investigations. See 45 C.F.R. §§ 160.306(c), 160.308, and 160.310(b). Banner Health (“Banner”), on behalf of the Banner Health Affiliated Covered Entities (Banner Health ACE)1 which meets the definition of a Covered Entity as defined at 45 C.F.R. § 160.103, and therefore is required to comply with the HIPAA Rules. HHS and Banner shall together be referred to herein as the “Parties.” Factual Background and Covered Conduct. HHS initiated a compliance review of Banner on November 21, 2016, pursuant to a breach report submitted by Banner. The breach report stated that on July 13, 2016, Banner discovered a threat actor gained unauthorized access to the electronic protected health information (ePHI). The total number of individuals involved was determined to be 2.81 million. HHS’s investigation indicated potential violations of the following provisions (“Covered Conduct”): The requirement to conduct an accurate and thorough risk analysis of the potential risks and vulnerabilities to the confidentiality, integrity, and availability of all ePHI held by Banner (see 45 C.F.R. § 164.308(a)(1)(ii)(A)). The requirement to implement sufficient procedures to regularly review records of information system activity (see 45 C.F.R. § 164.308(a)(1)(ii)(D)). The requirement to implement procedures to verify that a person or entity seeking access to electronic protected health information is the one claimed (see 45 CFR § 164.312(d)). The requirement to implement technical security measures to guard against unauthorized access to electronic protected health information that is being transmitted over an electronic communications network. (see 45 C.F.R. 164.312(e)(1)). No Admission. This Agreement is not an admission, concession or evidence of liability by Banner. No Concession. This Agreement is not a concession by HHS that Banner is not in violation of the HIPAA Rules and not liable for civil money penalties (“CMPs”). Intention of Parties to Effect Resolution. This Agreement is intended to resolve OCR Transaction Number: 16-245464 and any potential violations of the HIPAA Rules related to the Covered Conduct associated with the compliance review and investigation specified in paragraph I.2 of this Agreement. In consideration of the Parties’ interest in avoiding the uncertainty, burden, and expense of further investigation and formal proceedings, the Parties agree to resolve this matter according to the Terms and Conditions below. II. Terms and Conditions Payment. HHS has agreed to accept, and Banner has agreed to pay HHS, the amount of $1,250,000. (“Resolution Amount”). Banner agrees to pay the Resolution Amount on the Effective Date of this Agreement as defined in paragraph II.14 pursuant to written instructions to be provided by HHS. Corrective Action Plan. Banner has entered into and agrees to comply with the Corrective Action Plan (“CAP”), attached as Appendix B, which is incorporated into this Agreement by reference. If Banner breaches the CAP and fails to cure the breach as set forth in the CAP, then Banner will be in breach of this Agreement and HHS will not be subject to the Release set forth in paragraph II.8 of this Agreement. Release by HHS. In consideration of and conditioned upon Banner’s performance of its obligations under this Agreement, HHS releases Banner from any actions it may have against Banner under the HIPAA Rules arising out of or related to the Factual Background and Covered Conduct associated with the compliance review identified in paragraph I.2 of this Agreement. HHS does not release Banner from, nor waive any rights, obligations, or causes of action other than those arising out of or related to the Covered Conduct associated with the compliance review and referred to in this paragraph. This release does not extend to actions that may be brought under section 1177 of the Social Security Act, 42 U.S.C. § 1320d-6. Agreement by Released Parties. Banner shall not contest the validity of its obligation to pay, nor the amount of, the Resolution Amount or any other obligations agreed to under this Agreement. Banner waives all procedural rights granted under Section 1128A of the Social Security Act (42 U.S.C. § 1320a- 7a) and 45 C.F.R. Part 160 Subpart E, and HHS claims collection regulations at 45 C.F.R. Part 30, including, but not limited to, notice, hearing, and appeal with respect to the Resolution Amount. Binding on Successors. This Agreement is binding on Banner and its successors, heirs, transferees, and assigns. Costs. Each Party to this Agreement shall bear its own legal and other costs incurred in connection with this matter, including the preparation and performance of this Agreement. No Additional Releases. This Agreement is intended to be for the benefit of the Parties only, and by this instrument the Parties do not release any claims against or by any other person or entity. Effect of Agreement. This Agreement constitutes the complete agreement between the Parties. All material representations, understandings, and promises of the Parties are contained in this Agreement. Any modifications to this Agreement shall be set forth in writing and signed by all Parties. Execution of Agreement and Effective Date. The Agreement shall become effective (i.e., final and binding) upon the date of signing of this Agreement and the CAP by the last signatory (“Effective Date”). Tolling of Statute of Limitations. Pursuant to 42 U.S.C. § 1320a-7a(c)(1), a CMP must be imposed within six (6) years from the date of the occurrence of the violation. To ensure that this six-year period does not expire during the term of this Agreement, Banner agrees that the time between the Effective Date of this Agreement (as set forth in Paragraph 14) and the date the Agreement may be terminated by reason of Banner’s breach, plus one-year thereafter, will not be included in calculating the six (6) year statute of limitations applicable to the violations which are the subject of this Agreement. Banner waives and will not plead any statute of limitations, laches, or similar defenses to any administrative action relating to the Factual Background and Covered Conduct associated with the compliance review identified in paragraph I.2 that is filed by HHS within the time period set forth above, except to the extent that such defenses would have been available had an administrative action been filed on the Effective Date of this Agreement. Disclosure. HHS places no restriction on the publication of the Agreement. In addition, HHS may be required to disclose material related to this Agreement to any person upon request consistent with the applicable provisions of the Freedom of Information Act, 5 U.S.C. § 552, and its implementing regulations, 45 C.F.R. Part 5. Execution in Counterparts. This Agreement may be executed in counterparts, each of which constitutes an original, and all of which shall constitute one and the same agreement. Authorizations. The individual(s) signing this Agreement on behalf of Banner represent and warrant that they are authorized by Banner to execute this Agreement. The individual(s) signing this Agreement on behalf of HHS represent and warrant that they are signing this Agreement in their official capacities and that they are authorized to execute this Agreement. For Banner Health /s/ Peter Fine, Chief Executive Officer 12/20/2022 Date For the United States Department of Health and Human Services /s/ Michael Leoz Regional Manager Office for Civil Rights, Pacific Region 12/21/2022 Date Appendix A Banner Health The single affiliated covered entity includes, without limitation, the following operations and components owned or operated directly by Banner Health. Acute Care Hospitals Banner Baywood Medical Center, Mesa, AZ Banner Behavioral Health Hospital, Scottsdale, AZ Banner Boswell Medical Center, Sun City, AZ Banner Casa Grande Medical Center, Casa Grande, AZ Banner Children’s at Desert, Mesa, AZ (renamed from Cardon Children’s Medical Center) Banner Churchill Community Hospital, Fallon, NV Banner Del E Webb Medical Center, Sun City West, AZ Banner Desert Medical Center, Mesa, AZ Banner Estrella Medical Center, Phoenix, AZ Banner Fort Collins Medical Center, Fort Collins, CO Banner Gateway Medical Center, Gilbert, AZ Banner Goldfield Medical Center, Apache Junction, AZ Banner Heart Hospital, Mesa, AZ Banner Ironwood Medical Center, San Tan Valley, AZ Banner Lassen Medical Center, Susanville, CA Banner MD Anderson Cancer Center, Gilbert, AZ Banner Ocotillo Medical Center, Chandler, AZ Banner Payson Medical Center, Payson, AZ Banner Thunderbird Medical Center, Glendale, AZ Banner--University Medical Center Phoenix, Phoenix, AZ Banner--University Medical Center South, Tucson, AZ Banner--University Medical Center Tucson, Tucson, AZ Community Hospital, Torrington, WY East Morgan County Hospital, Brush, CO McKee Medical Center, Loveland, CO North Colorado Medical Center, Greeley, CO Ogallala Community Hospital, Ogallala, NE Page Hospital, Page, AZ Platte County Memorial Hospital, Wheatland, WY Sterling Regional Medical Center, Sterling, CO Washakie Medical Center, Worland, WY Wyoming Medical Center, Casper, WY AFFILIATED COVERED ENTITIES OF BANNER HEALTH Arizona Alzheimer’s Research Center, Inc. Arizona Medical Sleep Institute, LLC Banner Air, LLC (51% owned by Banner) Banner Ambulatory Provider Group, LLC Banner Ambulatory Provider Group Colorado, LLC Banner Anesthesiologists—Colorado, LLC Banner Anesthesiologists West, LLC Banner Cancer Center Specialists, LLC Banner Children’s—Banner Health Clinic, LLC Banner Employer Services, LLC Banner Health and Aetna Health Insurance Company Banner Health and Aetna Health Plan Inc. Banner Health Insurance Companies, LLC Banner Health Insurance Group, Inc. Banner Health Physicians—Colorado, LLC Banner Health Physicians—West, LLC Banner Health Plan, Inc. Banner Hospital-Based Physicians—Arizona, LLC Banner Hospital-Based Physicians—Colorado, LLC Banner Hospital-Based Physicians—West, LLC Banner Imaging Services, LLC Banner Imaging Services Colorado, LLC Banner Medical Group (various locations in AZ, CA, NE, NV, WY) Banner Medical Group Colorado (various locations in CO) Banner Medical Group Adult Sleep, LLC Banner Medical Group Colorado Adult Sleep, LLC Banner Medical Group Dental Services, LLC Banner Medical Group Pediatric Sleep, LLC Banner Northern Colorado Imaging, LLC Banner Occupational Health—Arizona, LLC Banner Occupational Health Colorado, LLC Banner Occupational Health—Colorado, LLC Banner Occupational Health—Onsite, L.L.C. Banner Orthopedic Management, LLC Banner Pharmacy Services, LLC Banner Physician Specialists—Arizona, LLC Banner Physician Super-Specialists—Arizona, LLC Banner Primary Care Physicians—Arizona, LLC Banner Quick Care, LLC Banner Quick Care Colorado, LLC Banner Sleep Centers Colorado, LLC Banner Sleep Centers, LLC Banner Surgery Centers, LLC Banner Telehealth Colorado, LLC Banner Telehealth, LLC Banner-University Care Advantage Banner—University Dental Services, LLC Banner-University Family Care Banner—University Hospital Based Physicians, LLC Banner—University Medical Group (various locations in Phoenix and Tucson, AZ) Banner—University Medical Group Adult Sleep, LLC Banner—University Medical Group Pediatric Sleep, LLC Banner—University Physician Specialists, LLC Banner—University Primary Care Physicians, LLC Banner—University Super Specialists, LLC Banner Urgent Care—Arizona, LLC Banner Urgent Care—Colorado, LLC Banner Urgent Care Services, LLC Banner West Valley Cardiology Management, LLC B—UMCP Hospital Based Physicians LLC B—UMCP Physician Specialists LLC B—UMCP Primary Care Physicians LLC B—UMCP Super Specialists LLC B—UMG Integrated Health Clinic, LLC B—UMG Tucson AP Physicians LLC Horizon Laboratory, LLC (CO) Laboratory Sciences of Arizona, L.L.C. Navjeet K. Gandhok MD LLC TOCA at Banner Health, LLC Any other entity that is or becomes designated as a member of Banner Health ACE. Corrective Action Plan Between the U.S. Department of Health and Human Services And Banner Health I. Preamble Banner Health (Banner) hereby enters into this Corrective Action Plan (“CAP”) with the United States Department of Health and Human Services, Office for Civil Rights (“HHS”). Contemporaneously with this CAP, Banner is entering into a Resolution Agreement (“Agreement”) with HHS, and this CAP is incorporated by reference into the Resolution Agreement as Appendix B. Banner enters into this CAP as part of consideration for the release set forth in paragraph II.8 of the Agreement. II. Contact Persons and Submissions Contact Persons Banner contact persons for Banner regarding the implementation of this CAP and for receipt and submission of notifications and reports: Kristen Eversole, BS, RHIA, CHPC Senior Director, Privacy/Chief Privacy Officer Banner Corporate Center – Phoenix Plaza 2901 N. Central Ave, Suite 160 Phoenix, AZ 85012 HHS has identified the following individual as its authorized representative and contact person with whom Banner is to report information regarding the implementation of this CAP: Annette Tagliaferro, Equal Opportunity Specialist Department of Health and Human Services Office for Civil Rights 90 7th Street, Suite 4-100 San Francisco, California 94103-6705 Banner and HHS agree to promptly notify each other of any changes in the contact persons or the other information provided above. Proof of Submissions. Unless otherwise specified, all notifications and reports required by this CAP may be made by any means, including email, certified mail, overnight mail, or hand delivery, provided that there is proof that such notification was received. For purposes of this requirement, internal facsimile confirmation sheets do not constitute proof of receipt. III. Effective Date and Term of CAP The Effective Date for this CAP shall be calculated in accordance with paragraph II.14 of the Agreement (“Effective Date”). The period for compliance (“Compliance Term”) with the obligations assumed by Banner under this CAP shall begin on the Effective Date of this CAP and end two (2) years from the Effective Date, unless HHS has notified Banner under Section VIII.B hereof of its determination that Banner breached this CAP. In the event HHS notifies Banner of a breach under section VIII.B hereof, the Compliance Term shall not end until HHS notifies Banner that HHS has determined Banner failed to meet the requirements of section VIII.C of this CAP and issues a written notice of intent to proceed with an imposition of a civil money penalty against Banner pursuant to 45 C.F.R. Part 160. After the Compliance Term ends, Banner shall still be obligated to: (a) submit the final Annual Report as required by section VI; and (b) comply with the document retention requirement in section VII. Nothing in this CAP is intended to eliminate or modify Banner’s obligation to comply with the document retention requirements in 45 C.F.R. § 164.316(b) and § 164.530(j). IV. Time In computing any period of time prescribed or allowed by this CAP, all days referred to shall be calendar days. The day of the act, event, or default from which the designated period of time begins to run shall not be included. The last day of the period so computed shall be included, unless it is a Saturday, a Sunday, or a legal holiday, in which event the period runs until the end of the next day which is not one of the aforementioned days. V. Corrective Action Obligations Banner agrees to the following: Conduct an Accurate and Thorough Risk Analysis Banner shall conduct and complete an accurate, thorough, enterprise-wide analysis of security risks and vulnerabilities that incorporates all electronic equipment, data systems, programs and applications controlled, administered, owned, or shared by Banner or its affiliates that are owned, controlled or managed by Banner that contain, store, transmit or receive Banner ePHI. As part of this process, Banner shall develop a complete inventory of all electronic equipment, data systems, off-site data storage facilities, and application that contain or store ePHI which will then be incorporated in its Risk Analysis. Banner shall provide the Risk Analysis, consistent with section V.A.1, to HHS within ninety (90) days of the Effective Date for HHS’ review. Within sixty (60) days of its receipt of Banner’s Risk Analysis, HHS will inform Banner whether HHS approves or disapproves of the Risk Analysis. If HHS disapproves of the Risk Analysis, HHS shall provide Banner with technical assistance, as necessary, regarding the basis for disapproval so that Banner may prepare a revised Risk Analysis. Banner shall have thirty (30) days in which to revise its Risk Analysis accordingly, and then submit the revised Risk Analysis to HHS for review and approval. This submission and review process shall continue until HHS approves the Risk Analysis. Develop and Implement a Risk Management Plan Banner shall develop an enterprise-wide Risk Management Plan to address and mitigate any security risks and vulnerabilities identified in the Risk Analysis specified in section V.A.1. above. The Risk Management Plan shall include a process and timeline for Banner’s implementation, evaluation, and revision of its risk remediation activities. Within Sixty (60) days of HHS’s final approval of the Risk Analysis described in section V.A.1 above, Banner shall submit a Risk Management Plan to HHS for HHS’s review and approval. HHS shall have sixty (60) days to approve, or, if necessary, require revisions to Banner’s Risk Management Plan. Upon receiving HHS’s notice of required revisions, if any, Banner shall have thirty (30) days to revise the Risk Management Plan accordingly and forward for review and approval. This process shall continue until HHS approves the Risk Management Plan. Within sixty (60) days of HHS’s approval of the Risk Management Plan, Banner shall finalize and officially adopt the Risk Management Plan in accordance with its applicable administrative procedures. Policies and Procedures Banner shall develop, maintain, and revise, as necessary, its written policies and procedures to address the Minimum Content set forth in Section V.E. to confirm compliance with the Federal standards that govern the privacy and security of individually identifiable health information (45 C.F.R. Part 160 and Subpart C of Part 164, the “Security Rule”). Banner shall provide such policies and procedures to HHS within (30) thirty days of receipt of HHS’s approval of the Risk Management Plan required by paragraph V.B. above. Within sixty (60) days, HHS shall approve, or, if necessary, require revisions to policies and procedures. Upon receiving HHS’s notice of required revisions, if any, Banner shall have thirty (30) days to revise the policies and procedures accordingly and provide the revised policies and procedures to HHS for review and approval. This process shall continue until HHS approves the policies and procedures. Within thirty (30) days of HHS’s approval of the policies and procedures, Banner shall implement such policies and procedures. Distribution of Policies and Procedures Banner shall distribute the policies and procedures identified in section V.C. to all members of the workforce subject to those policies and procedures within thirty (30) days of Banner’s adoption of such policies and procedures. HHS’s approval of such policies and to new workforce members within thirty (30) days of their beginning of service. Banner shall require, at the time of distribution of such policies and procedures, a signed written or electronic initial compliance certification from all workforce members subject to those policies and procedures stating that such workforce members have read, understand, and shall abide by such policies and procedures. Banner shall not provide access to PHI to any workforce member subject to those policies and procedures if that workforce member has not signed or provided the written or electronic certification required by paragraph 2 of this section. Minimum Content of the Policies and Procedures The Policies and Procedures subject to this CAP shall include and be limited to policies and procedures that address the following Security Rule Provisions: Risk Analysis 45 C.F.R. § 164.308(a)(1)(ii)(A); Risk Management 45 C.F.R. § 164.308(a)(1)(ii)(B); Information System Activity Review 45 C.F.R § 164.308(a)(1)(ii)(D); including a process(es) for the regular review of all records of information system activity collected by Banner and processes for evaluating when the collection of new or different records needs to be included in the review; Person or Entity Authentication 45 C.F.R. § 164.312(d); and Transmission Security 45 C.F.R § 164.312(e)(1). Reportable Events During the Compliance Term, Banner shall, upon learning that a workforce member subject to the policies and procedures under section V.C. failed to comply with those policies and procedures, promptly investigate the matter. If Banner determines, after review and investigation, that a workforce member subject to the policies and procedures under Section V.C. failed to comply with those policies and procedures, and such failure was material Banner shall immediately report the event to HHS within thirty (30) days. Such violations shall be known as Reportable Events. The report to HHS shall include the following: A description of the event, including the relevant facts, the persons involved, and the applicable provision(s) of the policies and procedures under section V.C implicated; and A description of the actions taken and any further steps Banner plans to take to address the matter to mitigate any harm, and to prevent it from recurring, including sanctions, if any. If no Reportable Events occur during the Compliance term, Banner shall so inform HHS in the Annual Report as specified in Section VI below. VI. Implementation Report and Annual Reports Implementation Report. Within one hundred and twenty (120) days after receiving HHS’s approval of the policies and procedures specified in section V.C., Banner shall submit a written report with the documentation described below to HHS summarizing the status of its implementation of this CAP for review and approval. The report, known as the “Implementation Report” shall include: An attestation signed by an officer of Banner attesting that the policies and procedures required by Section V.C. of this CAP: (a) have been adopted and implemented; and (b) have been distributed to all appropriate workforce members; An attestation signed by an officer of Banner stating that he or she has reviewed the Implementation Report, has made a reasonable inquiry regarding its content and believes that, upon such inquiry, the information is accurate and truthful. Annual Reports. The one (1) year period beginning on the Effective Date and each subsequent one (1) year period during the course of the period of compliance obligations shall be referred to as “the Reporting Periods.” Banner also shall submit to HHS Annual Reports with respect to the status of and findings regarding Banner’s compliance with this CAP for each of the three Reporting Periods. Banner shall submit each Annual Report to HHS no later than sixty (60) days after the end of each corresponding Reporting Period. The Annual Report shall include: A summary of Reportable Events (defined in Section V.G.1) identified during the Reporting Period and the status of any corrective and preventative action relating to all such Reportable Events; An attestation signed by an officer of Banner attesting that he or she has reviewed the Annual Report, has made a reasonable inquiry regarding its content and believes that, upon such inquiry, the information is accurate and truthful. VII. Document Retention Banner shall maintain for inspection and copying, and shall provide to HHS upon request, all documents and records relating to compliance with this CAP for six (6) years from the Effective Date. VIII. Breach Provisions Banner is expected to fully and timely comply with all provisions contained in this CAP. Timely Written Requests for Extensions Banner may, in advance of any due date set forth in this CAP, submit a timely written request for an extension of time to perform any act required by this CAP. A “timely written request” is defined as a request in writing received by HHS at least five days prior to the date such an act is required or due to be performed. This requirement may be waived by OCR only. Notice of Breach of this CAP and Intent to Impose Civil Monetary Penalty. The parties agree that a breach of this CAP by Banner constitutes a breach of the Agreement. Upon a determination by HHS that Banner has breached this CAP, HHS may notify Banner of: (1) its determination that Banner has breached the agreement and the basis thereof; and (2) HHS’s intent to impose a CMP pursuant to 45 C.F.R. Part 160, or other remedies for the Covered Conduct associated with the compliance review set forth in paragraph I.2 of the Agreement and any other conduct that constitutes a violation of the HIPAA Privacy, Security, or Breach Notification Rules (“Notice of Breach and Intent to Impose CMP”), including the amount of such CMP. Banner’s Response. Banner shall have thirty (30) days from the date of receipt of the Notice of Breach and Intent to Impose CMP to demonstrate to HHS’s satisfaction that: Banner is in compliance with the obligations of the CAP that HHS cited as the basis for the breach; The alleged breach has been cured; or The alleged breach cannot be cured within the thirty (30) day period, but that: (a) Banner has begun to take action to cure the breach; (b) Banner is pursuing such action with due diligence; and (c) Banner has provided to HHS a reasonable timetable for curing the breach. Imposition of CMP. If at the conclusion of the thirty (30) day period, Banner fails to meet the requirements of Section VIII.C. of this CAP to HHS’s satisfaction, HHS may proceed with the imposition of a CMP against Banner pursuant to 45 C.F.R. Part 160 for any violations of the Covered Conduct associated with the compliance review set forth in paragraph I.2 of the Agreement and for any other act or failure to act that constitutes a violation of the HIPAA Rules. HHS shall promptly notify Banner in writing of its determination to proceed with the imposition of a CMP pursuant to 45 C.F.R. Part 160. HHS must offset any CMP amount levied under this section by the amounts already paid by Banner in lieu of CMPs under this Resolution Agreement. Any such offset will apply only to Covered Conduct up to and including the Effective Date. For Banner Health /s/ Peter Fine, Chief Executive Officer 12/20/2022 Date For United States Department of Health and Human Services /s/ Michael Leoz Regional Manager Office for Civil Rights, Pacific Region 12/21/2022 Date Endnotes 1 The health care entities set forth in Appendix A, attached hereto and incorporated by reference, have been designated as Banner Health ACE pursuant to 45 C.F.R. § 164.105(b).