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BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement (the "BAA") is made and entered into by and between
Alpha Dental Programs, Inc., an affiliate of Delta Dental Insurance Company(the "Covered
Entity") and City of Forth Worth (the "Business Associate").
Definitions:
Business Associate—"Business Associate" shall have the same meaning as the term "business
associate"at 45 CFR §160.103, and in reference to the party to this agreement, shall be the
party designated as a Business Associate in the first paragraph of this agreement.
Covered Entity—"Covered Entity" shall have the same meaning as the term "covered entity"
at 45 CFR §160.103, and in reference to the party to this agreement, shall be the party
designated as a Covered Entity in the first paragraph of this agreement.
Terms capitalized and used herein but not otherwise defined in this Business Associate
Agreement ("BAA") shall have the same meaning as those terms are defined in the Health
Insurance Portability and Accountability Act and related regulations found at 45 CFR Part
160 and Part 164, and the HITECH Act of 2009 (Health Information Technology for
Economic and Clinical Health) as amended,revised or updated from time to time.
I. Obligations and Activities of Business Associate.
A. Business Associate may use or disclose Protected Health Information
("PHI") as follows:
1. as reasonably necessary to provide the services described in the
separate primary agreement with Covered Entity ("Agreement"), and
to undertake other activities of Business Associate permitted or
required to satisfy its obligations under such Agreement;
2. as Required by Law;
3. for the proper management and administration of Business
Associate, provided, that such use or disclosure is Required by
Law;
4. to carry out the legal and compliance responsibilities of Business
Associate;and
5. to report violations of law to appropriate Federal and State authorities.
B. Business Associate will:
1. use reasonable and appropriate safeguards to prevent use or disclosure of
PHI other than as provided for by the Agreement;
OFFICIAL RECORD
September 17,2013 Page 1 of 7 CITY SECRETARY
FT.WORTH,TX
3. a description of the Unsecured PHI involved in the Breach;
4. steps that the Individual(s) could take to protect him/herself from
potential harm; and
5. a brief description of steps taken by Business Associate to
investigate, mitigate or protect against the Breach.
G. To the extent applicable, Business Associate shall provide PHI contained in a
Designated Record Set held by Business Associate (that is not duplicative of
PHI in possession of Covered Entity) to Covered Entity in order for Covered
Entity to meet the requirements under 45 CFR §164.524 or 45 CFR §164.526,
as applicable. If any Individual requests access to his or her PHI directly from
Business Associate, Business Associate shall forward such request to Covered
Entity so that Covered Entity can comply with the request. Any disclosure of,
or decision not to disclose, the PHI requested by an Individual or a personal
representative and compliance with the requirements applicable to an
Individual's right to obtain access to PHI shall be the sole responsibility of the
Covered Entity. If the PHI that is requested is maintained electronically and
the Individual requests an electronic copy of such information, Business
Associate will provide access to the information in an electronic format that
complies with 45 CFR § 164.524(c)(2)(ii).
H. Business Associate shall document 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. Business Associate shall provide to
Covered Entity, within a timeframe mutually agreed to by Covered Entity and
Business Associate, information collected in accordance with this Section, 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. If
any Individual requests access to the foregoing information directly from
Business Associate, Business Associate shall forward such request to Covered
Entity so that Covered Entity can comply with the request.
1. Business Associate agrees to make its internal practices, books and records,
including policies and procedures, 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 Secretary of Health and Human Services
(HHS), in a time and manner designated by the Secretary, for purposes of the
Secretary determining Covered Entity's compliance with the Privacy Rule.
J. Business Associate acknowledges that the additional requirements of the
HITECH Act (Health Information Technology for Economic and Clinical
Health Act enacted as part of the American Recovery and Reinvestment Act
September 17,2013 Page 3 of 7
III. Term and Termination.
A. The term of the BAA shall commence as of the date of execution and shall
continue in full force and effect until it expires or is terminated as set forth
herein.
B. This BAA may be terminated by Covered Entity if Business Associate
materially breaches these terms or its Agreement and fails to cure such
breach within fifteen (15) business days after receipt of written notice of the
breach. This BAA will automatically terminate upon the expiration or
termination of the Agreement (or such portion of the Agreement which gave
rise to the requirement for this Business Associate Agreement). If, in its
reasonable discretion following consultation with the other party, it is
determined that neither termination of this BAA nor a cure is feasible; the
non-breaching party may report the breach to the Secretary.
C. Upon expiration or termination of this BAA for any reason, Business
Associate will return or destroy all PHI to Covered Entity. Business
Associate shall not retain any copies of the PHI. However, to the extent that
Business Associate determines that it is infeasible to return or destroy
Covered Entity's PHI, Business Associate shall notify Covered Entity in
writing of the conditions that make return or destruction infeasible. For any
PHI for which return or destruction is infeasible, Business Associate will
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.
If Business Associate elects to destroy all PHI, it shall, if requested in writing
by Covered Entity, certify in writing to Covered Entity that such PHI has
been destroyed.
The terms of this section shall survive the expiration or termination of this BAA.
IV. Confidential Information
A. "Confidential Information" means any information disclosed by or on behalf
of a Party ("Disclosing Party") to the other Party ("Receiving Party") in
writing and on whatever medium, concerning the Disclosing Party's business
and/or operations and includes without limitation any materials, trade secrets,
know-how, formulas, processes, policies and procedures, training materials,
IT security, algorithms, ideas, strategies, inventions, data, designs, flow
charts, drawings, proprietary information, business and marketing plans,
financial and operational information, and all other non-public information,
material or data relating to the current and/or future business and operations
of the Disclosing Party.
September 17,2013 Page 5 of 7
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VII. Indemnification.
The Parties agree that the indemnification provision contained in the Agreement
between the Business Associate and the Covered Entity shall apply to each party's
performance and that of their respective agents or subcontractors under this BAA.
Business Associate:
Group Name: City of Fort Worth
Group Number: 76983
Signature:
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Covered Entity: �S �,��Ica(k''
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Signature:
Printed Name: Anthony S. Barth
Title: President Adead by:
Organization: Alpha Dental Programs, Inc. K C1 ecmtM
Date: September 12, 2014 OF �®
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OFFICIAL RECORD
September 17,2013 Page 7 of 7 CITY SECRETARY
FT WORTH9 TX
M&C Review Page 1 of 2
Official site of the City of Fort Worth,Texas
I`i`i COUNCIL AGENDA FOR TIC
COUNCIL ACTION: Approved on 7/22/2014
DATE: 7/22/2014 REFERENCE NO.: C-26884 LOG NAME: 14DENTAL
CODE: C TYPE: NON-CONSENT PUBLIC HEARING: NO
SUBJECT: Authorize Execution of a Contract with Delta Dental for the Administration of Dental
Insurance with Participants Paying All Premiums and No Financial Impact to the City (ALL
COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a contract with Delta Dental for the
administration of dental insurance with participating employees and retirees paying all premiums and
no financial impact to the City.
DISCUSSION:
The Human Resources Department (HRD) will use this Contract to provide City employees and
retirees with access to dental insurance plans.
The City of Fort Worth currently contracts with Cigna Insurance to provide employees access to this
type of insurance. Having worked with the same carrier for many years, HRD staff determined that it
would be in the best interest of City employees and retirees to go out to the market and give all
providers an opportunity to compete for the City's business to ensure that City employees are getting
the best overall policies and prices.
The City issued a Request for Proposals (RFP) on February 19, 2014. This RFP was advertised in
the Fort Worth Star-Telegram every Wednesday starting on February 19, 2014 through March 27,
2014. Fifty-nine vendors were solicited from the purchasing database; eight responses were
received. The proposals were thoroughly reviewed by an evaluation team consisting of Staff from the
following departments: Transportation and Public Works, Fire, Water, Parks and Communiy Services
and Human Resources. The evaluation team was provided with resources and assistance by the
City's benefits consultant, Arthur J. Gallagher, and by staff in the Human Resources Department and
Purchasing Division.
The evaluation team ranked the proposals based on the following factors: technical proposals,
qualifications, adherence to terms and conditions of the RFP, financial stability, value-added services
and pricing competitiveness. Two finalists were selected for presentations. Following the
presentations, the evaluation team determined that Delta Dental provides the best overall solution to
the City.
The proposed contract will offer enhanced dental benefits at reduced costs to City employees and
retirees. Delta Dental will provide a three-year rate guarantee through December 31, 2017 with a 7.5
percent rate cap in years four and five.
AGREEMENT TERMS - Upon City Council approval, the initial three-year term of this contract shall
begin on January 1, 2015 and expire on December 31, 2017,
RENEWAL OPTIONS -This contract may be renewed up to two one-year terms at the City's sole
discretion. This action does not require specific City Council approval provided that sufficient funds
are appropriated for the City to meet its obligations during the renewal period.
http://apps.cfwnet.org/council 12/17/2014
M&C Review Page 2 of 2
M/WBE OFFICE -A waiver of the goal for MBE/SBE sub-contracting was requested by the
Purchasing Division and approved by the M/WBE Office, in accordance with the BDE Ordinance,
because the purchase of goods or services is from sources where sub-contracting or supplier
opportunities are negligible.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that this action does not have material effect
on City funds.
TO Fund/Account/Centers FROM Fund/Account/Centers
Submitted for City Manager's Office by: Susan Alanis (8180)
Originating Department Head: Brian Dickerson (7783)
Additional Information Contact: Margaret Wise (8058)
ATTACHMENTS
http://apps,cfwnet.org/council_packet/mc review.asp?ID=20034&councildate=7/22/2014 12/17/2014