HomeMy WebLinkAboutContract 45969 SCUM SEC MA Y � c
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BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement ("Agreement") is entered into on this 15th day
of September, 2014(the "Effective Date"), by and between the City of Fort Worth on behalf
of itself and its group health and welfare plans (collectively the "Covered Entity") and
Airrosti Rehab Centers.LLC ("Business Associate").
RECITALS:
WHEREAS, Business Associate performs or assists in performing a function or
activity on behalf of Covered Entity that involves the use and/or disclosure of the Covered
Entity's"protected health information"(such information,as defined in 45 C.F.R. 160-103,as
such provision is currently drafted and if applicable subsequently updated, amended, or
revised;referred to herein as"Protected Health Information"or"PHI");and
WHEREAS, the parties desire to enter into this Business Associate Agreement to
govern the use and/or disclosure of Protected Health Information as required by the Health
Insurance Portability and Accountability Act of 1996 ("HIPAA"), the Health Information
Technology for Economic and Clinical Health Act("HITECH"),the Standards for Privacy of
Individually Identifiable Health Information (the"Privacy Rule"), and the Security Standards
for the Protection of Electronic Protected Health Information (the "Security Rule")
promulgated thereunder(collectively,the"HIPAA Privacy Rules and/or Security Standards").
NOW,THEREFORE,the parties hereto agree as follows:
1. Definitions. When used in this Agreement and capitalized, the following
terms have the following meanings:
(a) "Breach" shall have the same meaning as the term `Breach" in 45
C.F.R. §164.402.
(b) "Electronic Protected Health Information" or "ePHI" shall mean
Protected Health Information transmitted by electronic media or maintained in
electronic media.
(c) "Individual" shall have the same meaning as the term "Individual" in
45 C.F.R. §160.103 and shall include a person who qualifies as a personal
representative in accordance with 45 C.F.R. §164.502(g).
(d) "Privacy Rule" shall mean the Standards for Privacy of Individual
Identifiable Health Information as set forth at 45 C.F.R. Parts 160 and 164 Subparts A
and E.
(e) "Protected Health Information"or"PHI" shall have the same meaning
as the term "protected health information" in 45 C.F.R. § 160.103, limited to the
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OFFICIAL RECORD
CITY SECREUNRY RECLIVED SFP P, 5
FT.WORTH,TX
(f) Business Associate agrees to make internal practices books and records
relating to the use and disclosure of PHI available to the Secretary, in a reasonable
time and manner as designated by the Covered Entity or Secretary, for purposes of the
Secretary determining Covered Entity's compliance with the Privacy Rule. Business
Associate shall immediately notify Covered Entity upon receipt or notice of any
request by the Secretary to conduct an investigation with respect to PHI received from
the Covered Entity.
(g) Business Associate agrees to document any disclosures of PHI that are
not excepted under 45 C.F.R. § 164.528(a)(1)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 C.F.R. § 164.528.
(h) Business Associate agrees to provide to Covered Entity or an
Individual, in a time and manner designated by Covered Entity, information collected
in accordance with paragraph (g) above, to permit Covered Entity to respond to a
request by an Individual for an accounting of disclosures of PHI in accordance with 45
C.F.R. § 164.528.
(i) Business Associate agrees to use or disclose PHI pursuant to the
request of Covered Entity; provided, however, that 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.
3. Permitted Uses and Disclosures of PHI by Business Associate.
(a) Business Associate may use or disclose PHI to perform functions,
activities or services for, or on behalf of, Covered Entity in accordance with the terms
of this Agreement,provided that such use or disclosure would not violate the Privacy
Rule if done by Covered Entity.
(b) Business Associate may use PHI for the proper management and
administration of Business Associate and to carry out the legal responsibilities of
Business Associate.
(c) Business Associate may disclose PHI for the proper management and
administration of Business Associate and to carry out the legal responsibilities of
Business Associate if
(i) such disclosure is Required by Law,or
(ii) Business Associate obtains reasonable assurances from the person
to whom the information is disclosed that such information will remain
confidential and used or further disclosed only as Required by Law or
for the purposes for which it was disclosed to the person, and the
person agrees to notify Business Associate of any instances of which it
City of fort Worth Business Associate Agreement Page 3 of 9
Associate agrees to report the Security Incident to the Covered Entity as soon as
reasonably practicable, but not later than 10 business days from the date the Business
Associate becomes aware of the incident.
(d) Business Associate agrees to establish procedures to mitigate, to the
extent possible, any harmful effect that is known to Business Associate of a use or
disclosure of PHI by Business Associate in violation of this Agreement.
(e) Business Associate agrees to immediately notify Covered Entity upon
discovery of any Breach of Unsecured Protected Health Information (as defined in 45
C.F.R. §§ 164.402 and 164.410)and provide to Covered Entity, to the extent available
to Business Associate, all information required to permit Covered Entity to comply
with the requirements of 45 C.F.R.Part 164 Subpart D.
(0 Covered Entity agrees and understands that the Covered Entity is
independently responsible for the security of all PHI in its possession (electronic or
otherwise), including all PHI that it receives from outside sources including the
Business Associate.
6. Term and Termination.
(a) Term. This Agreement shall be effective as of the Effective Date and
shall remain in effect until the Business Associate relationship with the Covered Entity
is terminated in accordance with this Section 6 herein, and all PHI is returned,
destroyed or is otherwise protected as set forth in Section 6(e).
(b) Termination for Cause by Covered Entity. Upon Covered Entity's
knowledge of a material breach by Business Associate, Covered Entity shall provide
an opportunity for Business Associate to cure the breach. If Business Associate does
not cure the breach within 30 days from the date that Covered Entity provides notice
of such breach to Business Associate, Covered Entity shall have the right to
immediately terminate this Agreement and any existing underlying services agreement
between Covered Entity and Business Associate.
(c) Termination by Business Associate. This Agreement may be
terminated by Business Associate upon 30 days prior written notice to Covered Entity
in the event that Business Associate, acting in good faith, believes that the
requirements of any law, legislation, consent decree, judicial action, governmental
regulation or agency opinion, enacted, issued, or otherwise effective after the date of
this Agreement and applicable to PHI or to this Agreement, cannot be met by Business
Associate in a commercially reasonable manner and without significant additional
expense.
(d) Termination for Convenience. Either party may terminate this
Agreement for convenience, for any reason, upon sixty (60) days written notice to the
other party.
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10. Notices.
All notices,requests, consents and other communications hereunder will be in writing,
will be addressed to the receiving party's address set forth below or to such other address as a
party may designate by notice hereunder, and will be either (i) delivered by hand, (ii) made
facsimile transmission, (iii) sent by overnight courier, or (iv) sent by registered mail or
certified mail,return receipt requested,postage prepaid.
If to the Covered Entity: If to the Business Associate:
Assitant City Manager for HR
1000 Throckmorton 911 Central Parkway North, Suite 300
Fort Worth,Texas 76102 San Antonio,TX 78232
with copy to:
City Attorney's Office at same address
11. Regulatory References.
A reference in this Agreement to a section in the Privacy Rule means the referenced
section or its successor, and for which compliance is required.
12. Headings and Captions.
The headings and captions of the various subdivisions of the Agreement are for
convenience of reference only and will in no way modify or affect the meaning or
construction of any of the terms or provisions hereof.
13. Entire Agreement.
This Agreement sets forth the entire understanding of the parties with respect to the
subject matter set forth herein and supersedes all prior agreements, arrangements and
communications,whether oral or written,pertaining to the subject matter hereof.
14. Binding Effect.
The provisions of this Agreement shall be binding upon and shall inure to the benefit
of both parties and their respective successors and assigns.
15. No Waiver of Rights,Powers and Remedies.
No failure or delay by a party hereto in exercising any right, power or remedy under
this Agreement, and no course of dealing between the parties hereto, will operate as a waiver
of any such right, power or remedy of the party. No single or partial exercise of any right,
power or remedy under this Agreement by a party hereto, nor any abandonment or
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ordinance or other authorization of the entity. The other party is fully entitled to rely on this
warranty and representation in entering into this Agreement.
IN WITNESS WHEREOF, the parties have executed this Business Associate
Agreement as of the Effective Date.
COVERED ENTITY: BUSINESS ASSOCIAT
By: By:
Name: .�A6ari Name: NI,c,�&,�e cldl t�,
Title: Assistant City Manager Title: '�F, jt1�i ne55 C�pVytie
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APPROVED AS TO FORM AND LEGALITY:
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Denis t.McElr y Asst. City Attorney
No M&C Required
8FFICOAL RECORD
City of Fart Worth Business Associate Agreement �o V SE RE
YARY
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