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BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement ("Agreement") is entered into on this 17th day of
December, 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 Cigna
Health and Life Insurance Company ("Business Associate").
RECITALS:
WHEREAS, Business Associate and Covered Entity are evaluating entering into an
agreement for services,the same being City of Fort Worth RFP No. 3328468; and
WHEREAS, in order to evaluate the relationship, Business Associate will perform or
assist 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 ("HITECIT), 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 "ePH7" 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. §I64.502(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.
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City of Fort Worth Business Associate Agree nt n Pagel of9
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C.F.R. § 164.526 in a reasonable time and manner designated by Covered Entity.
(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 promptly 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, if permitted.
(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, 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
City of Fort Worth Business Associate Agreement Page 3 of 9
(c) Business Associate agrees to report to Covered Entity any Security
Incident (as defined 45 C.F.R. Part 164.304) of which it becomes aware. Business
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.
(f) 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 it is terminated or expires, the Business Associate
relationship with the Covered Entity is terminated, and all PHI is returned, destroyed
or is otherwise protected as set forth in Section 6(d).
(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.
(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.
City of Fort Worth Business Associate Agreement Page 5 of 9
if any provision, or part thereof, is held to be unenforceable because of the duration of such
provision, the Covered Entity and the Business Associate agree that the court making such
determination will have the power to modify such provision, and such modified provision will
then be enforceable to the fullest extent permitted by law.
1. 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 Deb Hampton, Privacy Officer
1000 Th rockmorton Cigna
Fort Worth,Texas 76102 900 Cottage Grove Rd_ Wilde
Hartford, Connecticut 06152
with copy to:
City Attorney's Office at same address
2. 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.
1 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.
4. 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.
5. 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.
City of Fart Worth Business Associate Agreement Page 7 of 9
the extent possible consistent with its purposes, to conform to law.
18. Review of Counsel. The parties acknowledge that each party and its counsel
have had the opportunity to review and revise this Agreement and that the normal rules of
construction to the effect that any ambiguities are to be resolved against the drafting party
shall not be employed in the interpretation of this Agreement or exhibits hereto.
19. Signature Authority. The person signing this Agreement hereby warrants
that he or she has the legal authority to execute this Agreement on behalf of his or her
respective party, and that such binding authority has been granted by proper order, resolution,
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 ASSOCIATE:
By: By- VA1&V0X1A-AL)
Name: SOSOLAA lR n s Name: Victoria A. Sirica
Title: Assistant City Manager Title: Contractual Agreement Unit Manager
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Mary Ka e ty cr ry
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APPROVED AS TO FORM AND LEG
Denis C.McE oy Asst. City Attorney
CONTRACT AUTHORIZATION:
OFFICIAL RECORD
No M&C Required CITY SECRETARY
FT. W ORTH9 TX
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