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HomeMy WebLinkAboutparagon business agreementPARAGON DENTAL SERVICES, INC. BUSINESS ASSOCIATE AGREEMENT This agreement ("Agreement') is effective on January 1, 2005 and is between Paragon Dental Services, Inc, on behalf of itself (hereinafter collectively "Company'), and The City of Miami, (hereinafter collectively "City'). The purpose of this Agreement is to comply with the requirements of the Health Insurance Portability and Accountability Act of 1996 and Its implementing regulations (45 C.F.R. Parts 160-84). A. Privacv of Protected Health Information, 1. Permitted and Required Uses and Disdosures, City is permitted or required to use or disclose Protected Health Information it creates or receives for or from Company only as follows: a) Functions and Activities on Company's Behalf. City is permitted to use and disclose Protected Health Information it creates or receives for or from Company to perform the following functions: (i) Quoting(a) Gather census, benefit and dental information (if applicable) needed to provide a quote or renewal; bj Obtain competitive quotes; (c) Present proposal to customer; (d) Submit quotes in various formats over the telephone, by facsimile, or via electronic mail; (ii) Enrollment (a) Conduct or assist with presentation of enrollment meetings, which may be followed by question and Answer sessions or individual, member consultations; (b) Review and submit applications to Company; (c) Provide service on enrollment issues; (d) Submit new business cases, which may include employer and employee applications; (e) When applications on file with Company are incomplete research and respond to list of questions presented by Company to obtain the incomplete information. (f) Submit benefit changes to Company gg Verify enrollment Information; (h) Forward enrollment applications, change applications and termination requests; (i) Address or investigate enrollment or billing issues; and (j) Validate enrollment end! or enrollment information. (ill) Customer Service (a) Provide service on billing and claims issues; (b) Verify "paid to date; (c) Call into Enrollment and Billing Representative or City Services with questions customer may have; (d) Assess prior carrier deductible credit; (e) Contact company to correct a members address, date of birth, or other personal member information; (f) Verify eligibility of dependents, spouse and new hires; (g) Support factual investigation on issues pertaining to eligibility; (h) Request materials and supplies from Company and deliver to customer; Receive from customer such materials as applications, change forms, and premium payments, and deliver to Company; (I) Correct spelling of names; (1) Investigate and verify any other Insurance Information, such as may be needed to evaluate coordination of benefits issues; and (10 Verify over age dependent Info, (Iv) Renewal and related functions (a) Support general renewal activity, including present renewal to individual health plan member or to employer group; (b) Receive and review member information contained in commission payment statements distributed by Company; (c) Submit requests for policy terminations, (v) As otherwise specifically set forth in this Agreement, or other written agreements during their term that may exist between Company and City, or functions necessary to use electronic systems in development at Company that will support City activity, such as electronic enrollment, electronic billing, and electronic customer service. b) City Qperalions. City is permitted to use and disclose Protected Health Information it creates or receives for or from Company as follows: {i) Use of PHI. City may use Protected Health Information it creates or receives for or from Company as necessary for City's proper timpement and administredon or to carry out City's legal responsibilities. {ii)..Aisclosure of PHI. City may disclose such Protected Health Information as necessary for City's proper management and .,:administration or to carry out City's legal responsibilities only if: (a) The disclosure is required by law; or P■raganlsngjarvlaaa, Inc. Pays 1 FOrm Hie007 (b) City obtains reasonable assurance evidenced by written contract, from any person or organization to which City will disclose such Protected Health Information that the person or organization will: -Hold such Protected Health information in confidence and use or further disclose II only for the purpose for which City disclosed it to the person or organization or as required by law; and -Notify City (who will In turn promptly notify Company) of any instance of which the person or organization becomes aware in which the confidentiality of such Protected Health Information was breached. c) Data Aggregation Services. If specifically authorized by the Company, the City may provide data aggregation services relating to the health care operations of the Company. d) Disclosure to Group Health Flan. City may disclose Protected Health Information to the Group Health Plan only If: (i) The Cily is also a Business Associate of the Group Health Plan, or (11) The City has the specific Authorization of the Individual. e) Disclosure to Plan Sponsor. When acting on Company's behalf, City may not disclose Protected Health Information to the Plan Sponsor unless the City has the Authorization of the Individual. f) Minimum Necessary Information. In any instance when City uses, requests or discloses Protected Health Information under this Agreement or in accordance with other agreements that exist between Company and City, City may use or disclose only the minimum amount of Protected Health Information necessary to accomplish the Intended purpose. g) Use by Workforce. City shall advise members of its workforce of their obligations to protect and safeguard Protected Health Information. City shall take appropriate disciplinary action against any member of its workforce who uses or discloses Protected Health Information in contravention of this Agreement. 2. Sub -Contractors and Agents. City will require any of its subcon7actars and agents to provide reasonable assurance, evidenced by written contract, that subcontractor or agent will comply with the same privacy and security obligations as City with respect to such Protected Health Information. 3. Information Safeguards, City will develop, implement, maintain and use appropriate administrative, technical and physical safeguards, In compliance with Social Security Act § 11 T3(d) (42 U.S.C. § 1324d-2(ds, 45 C.F.R. Part 164.530(c) and any other implementing regulations issued by the U.S. Department of Health and Human Services, to preserve the integrity and confidentiality of and to prevent non -permitted or violating use or disclosure of Protected Health Information created or received for or from Company. City will document and keep these safeguards current. City shall provide Company with such information concerning such safeguards as Company may from time to time request, and shall, upon reasonable request, give Company access to City's facilities used for the maintenance or processing of Protected Health Information, for inspection and copying, and to its books, records, practices, policies and procedures concerning the use and disclosure of Protected Health Information, for the purpose of determining City's compliance with this Agreement. 4. Security Policies, City shall maintain security policies that comply with all applicable laws and regulations. Company has the right to request a copy of City's security policy. 10, Comoliance with Standard Transactions If City conducts in whole or part Standard Transactions on or after October 16, 2003, for or on behalf of Company, City will comply, and will require any subcontractor or agent involved with the conduct of such Standard Transactions to comply, with each applicable requirement of 45 C.F .R. Part 162. City further agrees to comply with any guidelines or requirements adopted by Company consistent with the requirements of HIPM and any regulations promulgated hereunder, governing the exchange of information between City and the Company. C. Protected Health Information Access. Amendment and DisclosuLe AQcountinq 1. Access. City will promptly upon Company's request make available to Company or, at Company's direction, to the individual (or the individual's personal representative) for inspection and obtaining copies any Protected Health Information about the individual which City created or received for or from Company and that is in City's custody or control, so that Company may meet its access obligations pursuant to and required by applicable law, including but not limited to 45 C. F . R. 1 64.524, 2. Amendment. City will, upon receipt of notice from Company, promptly amend or permit Company access to amend any portion of the Protected Health Information which City created or received for or from Company, pursuant to and required by applicable law, including but not limited to 45 C.F.R. Part 164.526. Paragon Dental norvlaaa. Inc. Page 2 Form H10007 City will not respond directly to an Individual's request for an amendment of their protected health information held in the City's Designated Record Set. City wilt refer the Individual to Company so that Company can coordinate and prepare a timely response to the Individual. Broker may inform Individual of hie / her rights to have any statements or requests added to their PHI, however the Company has the right to determine if changes to the actual PHI on record will occur. 3. Disclosure Accounting. So that Company may meet its disclosure accounting obligations pursuant to and required by applicable law, including but not limited b 45 C.F.R. Part 164.528: a) Disclosure Tracking. City will promptly report to Company for each disclosure, not or a third party of Protected Health Information that City creates or receives for or from Company, (i) the disclosure dale, (ii) the name and (if known) address of the person or entity to whom City made the disclosure, (iii) a brief description of the Protected Health Information disclosed, and (Iv) a brief statement of the purpose of the disclosure (items i-lv, collectively, the "disclosure information"). For repetitive disclosures City makes to the same person or entity (including Company) fora single purpose, City may provide (x) the disclosure information for the first of these repetitive disclosures, (y) the frequency, periodicity or number of these repetitive disclosures and (z) the date of the last of these repetitive disclosures. b) Exceptions from Disclosure Tracking. City need not report disclosure of information or otherwise account for disclosures of Protected Health Information that this Agreement or Company in writing permits or requires (I) for -the purpose of Company's treatment activities, payment activities, or health care operations, (ID to the individual who is the subject of the Protected Health Information disclosed, to that Individual's personal representative or to another person or entity authorized by the individual (iii) to persons involved in that indiridual's health care or payment for health care; (iv) for notification for disaster relief purposes, (v) for national security or intelligence purposes, or (vi) to law enforcement olfidals or correctional institutions regarding inmates. City need not report any disclosure of Protected Health Information Ihatwas made before April 14, 2003. c) City will not respond directly to an Individuals request for an accounting of disclosures. City will refer the Individual to Company so that Company can coordinate and prepare a timely accounting to the Individual. 4. Confidential Communications. City will promptly, upon receipt of notice from Company, send an Individual's communications to the identified alternate address. 5. Disclosure to U.S. Department of Health and Human Services. City shall make its Internal practices, books, and records relating to the use and disclosure of Protected Health Information received from Company (or created or received by City on behalf of Company) available to the Secretary of the United States Department of Health and Human Services, for purposes of determining Company'e compliance with 45 C.F.R. Parts 16064. Unless the Secretary directs otherwise, City shall promptly notify Company of City'a receipt of such request, so that Company can assist in compliance with that request. p. Breach of Privacv Obliaations 1. Reporting. City will report to Company any use or disclosure of Protected Health Information not permitted by this Agreement or in writing by Company City will promptly make the report to Company's Legal Department after City teams of such non -permitted or violating use or disclosure. Clty's report will: a) Identify the nature of the non -permitted or violating use or disclosure; b) Identify the Protected Health Information used or disclosed; c) -Identify who made the non -permitted or violating use or received the non -permitted or violating disclosure; d) -Identify what corrective action City took or will take to prevent further non -permitted or violating uses or disclosures; e) -Identify what City did or will do to mitigate any deleterious effect of the non- permitted or violating use or disclosure; f) -Provide such other information, including a written report, as Company may reasonably request- g) Provide any additional information that may not have been requested but Broker / Producer believes will assist In current orfuture mitigation. 2. Breach. Without limiting the rights of the parties elsewhere set forth in the Agreement or available under applicable law, if City breaches Its obligations under this Agreement, Company may, at its option: a) Exercise any of its rights of access and inspection under paragraph 3 of section A of this Agreement Paragon Denial Services. Inc. Pegs 3 Form H10007 b) Require City to submit to a plan of monitoring and reporting, es Company may determine appropriate to maintain compliance with this Agreement and Company shall retain the right to report to the Secretary of the United States Department of Health and Human Services any failure by City to comply with such monitoring and reporting; or c) Immediately and unilaterally, terminate the Agreement, without penalty to Company or recourse to City, and with or without an opportunity to cure the breach. Company's remedies under this Section and set forth elsewhere in this Agreement shall be cumulative, and the exercise of any remedy shall not preclude the exercise of any other. E. Obligations Upon Termination 1. Return or Destruction. Upon termination, cancellation, expiration or other conclusion of the Agreement, City will" if feasible" retum to Company or destroy all Protected Health Information, in whatever form or medium (Including In any electronic medium under Clty's custody or control), That City created or received br or from Company, including all copies of and any data or compilations derived from and allowing identification of any individual who is a subject of the Protected Health Information. City will complete such retum or destruction as promptly as possible, but not later than 30 days after the effective date of the termination, cancellation, expiration or other conclusion of Agreement. City will identify any Protected Health Information that City created or received for or from Company that cannot feasibly be retumed to Company or destroyed, and will limit its further use or disclosure of that Protected Health Information to those purposes that make return or destruction of that Protected Health Information Infeasible along with an explanation of the lack of feasibility. Within such 30 days, City will certify In writing, executed by an officer of the Broker 1 Producer, to Company that such return or destruction has been completed, will deliver to Company the identification of any Protected Health Information for which return or destruction is infeasible and, for that Protected Health Information, will certify that it will only use or disclose such Protected Health Information for those purposes that make retum or destruction infeasible. 2. Continuing Privacy Obligation. City's obligation to protect the privacy of the Protected Health Information 11 created or receved for or from Company will be continuous and survive termination, cancellation, expiration or other conclusion of this Agreement Broker 1 Producer Is responsible for keeping abreast of enhancements, changes or new regulations that may be Implemented by HHS / CMS (See F(2) Amendment). F. General Provisions 1. Definitions. The capitalized terms "Protected Health information," "Standard Transaction," "Data Aggregation,' "Plan Sponsor," "Designated Record Set,' and "Group Health Plan' have the meanings set out In 45 C.F.R. Part 164.501 and 45 C.F.R. Part 160.103. 2. Amendment. From time to time local, state or federal legislative bodies, boards, departments or agencies may enact or issue laws, rules, or regulations pertinent to this Agreement. In such event, City agrees to immediately abide by all said pertinent laws, rules, or regulations end to cooperate with Company to carry out any responsibilities placed upon Company or City by said laws, rules, or regulations, subject to City's right to terminate this Agreement with thirty (30) days advance written notice to Company. 3, Conflicts. The terms and conditions of this Agreement will override and control any conflicting term or condition of any other existing agreement between the parties. All non-conflictng terms and conditions of the other agreement remain in full force and effect. 4, Owner of Protected Health Information. Company is the exclusive owner of Protected Health Information generated or used under the terms of the Agreement. 5, Subpoenas. City agrees to relinquish to Company control over subpoenas City receives with regard to Protected Health Information belonging to Company. 6. Disclosure of De -identified Data. The process of converting Protected Health Information to De- identified Data (DID) is set forth in 45 C.F .R Part 164.514. to the event that Company provides City with DID, City shall not be given access to, nor shall City attempt to develop on its own, any keys or codes that can be used to re -identify the data. 7. Creation of De -identified Data. In the event City wishes to convert Protected Health information to DID, it must first subject its proposed plan for accomplishing the conversion to Company for Company's written approval. which shall not be unreasonably withheld provided such conversion meets the requirements of 45 C.F.R. Part 164.514. 8. Assignment/Subcontract, Company shall have the right to review and approve, al its discretion, any proposed assignment or subcontracting of City's duties and responsibilities arising under the Agreement, es it relates to the use or creation or use of Protected Health Information (or DID if applicable). 9, Audit. Company shall have the right to audit and monitor all applicable activities and records of City to determine City's compliance with the requirements relating to the creation or use of Protected Health Information [and DID, if applicable] as It relates to the privacy and security sections of this Agreement. Prngan D.ntn1 Simians, Ina. Page 4 Form H10007 10. Intent. The parties agree that there are no intended third party beneficiaries under this Agreement. 11. Indemnity. City will indemnify and hold harmless Company and any Company affiliate, officer, director, employee or agent from and against any claim, cause of action, liability, damage, cost or expense, including attorneys' fees and court or proceeding costs, arising out of or in connection with any non -permitted or violating use or disclosure of Protected Health Information or other breach of this Agreement by City or any subcontractor, agent, person or entity under City's control. a) Right to Tender or Undertake Defense. If Company is named a party in any judicial, administrative or other proceeding arising out of or in connection with any non -permitted or violating use or disclosure of Protected Health Information or other breach of this Agreement by City or any subcontractor, agent, person or entity under City control, Company will have the option at any time either: (1) To tender its defense to City, in which case City will provide qualified attorneys, consultants and other appropriate professionals to represent Company's interests et City's expense, or (II) undertake its own defense, choosing the attorneys, consultants and other appropriate professionals to represent Its interests, In which case City will be responsible for and pay the reasonable fees and expenses of such atbmeye, consultants and other professionals. b) Right to Control Resolution. Company wit have the sole right and discretion to settle, compromise or otherwise resolve any and all claims, causes of actions, liabilities or damages against it, notwithstanding that Company may have tendered its defense to City. Any such resolution will not relieve City of its obligation to Indemnify Company under Section F.1 1 of this Agreement 12. Miscellaneous. This Agreement was prepared solely to comply with the requirements of the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (45 C.F.R. Parts 160- 64), and unless so provided in such law does not affect or change the legal relationship between Company and City. IN WITNESS WHEREOF, Company and City execute this Agreement in multiple originals to be effective on the last date written below: Paragon Dental Servlcas, Inc.: City of Miami: By: By: (Signature) Title: Privacy Officer Title: Date: Paragon Dental 8arvlcaa, Inc. (Printed Name here) Tax ID or SSN: Date: Page n Form H10007 8751 West Broward Blvd., Suite 300 Fort Lauderdale. Florida 33324 Phone: 877-760-2247 Fax: 954-476-8816 CONFIRMATION OF RECEIPT OF REQUIRED DOCUMENTS Paragon Dental Services, Inc. has presented to the City of Miami the following documents for review and signature. The executions of these documents will active the group dental coverage for the City of Miami voluntary employee dental plan. ❑ Group Dental Contract — Part A O Certificate of Coverage — Part B © Addendum to Group Contract (Schedule of Benefits) — Part C ❑ Shenandoah Group Contract and Dental Application O Business Associates Agreement (HIPAA Notice) Initial each page of the Group Dental Contract, which will signify satisfactory review. Authorized signature Print Name Date Paragon Dental Services, Inc. Pag. 4 of 1