Shepherd Insurance/HR/Business Associates Agreement aRop
Business Associates Agreement 440
This Business Associates Agreement ("Agreement") by and between Shepherd Insurance and City
of Carmel on behalf of its group health plan ("GHP"), collectively the "Parties," is effective on
April 1, 2019.
1. Definitions
Catch-all definition:
The following terms used in this Agreement shall have the same meaning as those terms
in the HIPAA Rules: Breach, Data Aggregation, Designated Record Set, Disclosure, Health
Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Protected
Health Information, Required By Law, Secretary, Security Incident,Subcontractor,
Unsecured Protected Health Information, and Use.
Specific definitions:
a) Business Associate. "Business Associate" shall generally have the same
meaning as the term "business associate" at 45 CFR 160.103, and in reference
to the party to this agreement, shall mean Shepherd Insurance.
b) Covered Entity. "Covered Entity" shall generally have the same meaning as the
term "covered entity" at 45 CFR 160.103,and in reference to the party to this
agreement,shall mean City of Carmel.
c) HIPAA Rules. "HIPAA Rules" shall mean the Privacy, Security, Breach
Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164.
2. Obligations and Activities of Business Associate
Business Associate agrees to:
a) Not use or disclose protected health information other than as permitted or
required by the Agreement or as required by law;
b) Use appropriate safeguards, and comply with Subpart C of 45 CFR Part 164
with respect to electronic protected health information, to prevent use or
disclosure of protected health information other than as provided for by the
Agreement;
c) Report to covered entity any use or disclosure of protected health information
not provided for by the Agreement of which it becomes aware, including
breaches of unsecured protected health information as required at 45 CFR
164.410, and any security incident of which it becomes aware;
d) In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), if applicable,
ensure that any subcontractors that create, receive, maintain, or transmit
protected health information on behalf of the business associate agree to the
same restrictions, conditions, and requirements that apply to the business
associate with respect to such information;
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e) Make available protected health information in a designated record set to the
covered entity as necessary to satisfy covered entity's obligations under 45
CFR 164.524;
f) Make any amendment(s) to protected health information in a designated
record set as directed or agreed to by the covered entity pursuant to 45 CFR
164.526, or take other measures as necessary to satisfy covered entity's
obligations under 45 CFR 164.526;
g) Maintain and make available the information required to provide an
accounting of disclosures to the [Choose either"covered entity" or
"individual"] as necessary to satisfy covered entity's obligations under 45 CFR
164.528;
h) To the extent the business associate is to carry out one or more of covered
entity's obligation(s) under Subpart E of 45 CFR Part 164, comply with the
requirements of Subpart E that apply to the covered entity in the performance
of such obligation(s); and
i) Make its internal practices, books, and records available to the Secretary for
purposes of determining compliance with the HIPAA Rules.
3. Permitted Uses and Disclosures by Business Associate
a) Business associate may only use or disclose protected health information as
necessary to perform broker services for the GHP.
b) Business associate may use or disclose protected health information as
required by law.
c) Business associate agrees to make uses and disclosures and requests for
protected health information consistent with covered entity's minimum
necessary policies and procedures.
d) Business associate may not use or disclose protected health information in a
manner that would violate Subpart E of 45 CFR Part 164 if done by covered
entity (e) [Optional] Business associate may use protected health information
for the proper management and administration of the business associate or to
carry out the legal responsibilities of the business associate.
e) Business associate may provide data aggregation services relating to the
health care operations of the covered entity.
4. Provisions for Covered Entity to Inform Business Associate of Privacy Practices and
Restrictions
a) Covered entity shall notify business associate of any limitation(s) in the notice
of privacy practices of covered entity under 45 CFR 164.520,to the extent
that such limitation may affect business associate's use or disclosure of
protected health information.
b) Covered entity shall notify business associate of any changes in, or revocation
of, the permission by an individual to use or disclose his or her protected
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health information, to the extent that such changes may affect business
associate's use or disclosure of protected health information.
c) Covered entity shall notify business associate of any restriction on the use or
disclosure of protected health information that covered entity has agreed to
or is required to abide by under 45 CFR 164.522,to the extent that such
restriction may affect business associate's use or disclosure of protected
health information.
5. Permissible Requests by Covered Entity
Covered entity shall not request business associate to use or disclose protected health
information in any manner that would not be permissible under Subpart E of 45 CFR Part
164 if done by covered entity.
6. Term and Termination
a) Term.The Term of this Agreement shall be effective as of April 1, 2019, and
shall renew annually until rescinded in writing by City of Carmel or Shepherd
Insurance or on the date covered entity terminates for cause as authorized in
paragraph (b) of this Section,whichever is sooner.
b) Termination for Cause. Business associate authorizes termination of this
Agreement by covered entity, if covered entity determines business associate
has violated a material term of the Agreement and business associate has not
cured the breach or ended the violation within the time specified by covered
entity.
c) Obligations of Business Associate Upon Termination. Upon termination of this
Agreement for any reason, business associate,with respect to protected
health information received from covered entity, or created, maintained, or
received by business associate on behalf of covered entity,shall:
i. Retain only that protected health information which is necessary for
business associate to continue its proper management and administration
or to carry out its legal responsibilities;
ii. Return to covered entity or, if agreed to by covered entity, destroy the
remaining protected health information that the business associate still
maintains in any form;
iii. Continue to use appropriate safeguards and comply with Subpart C of 45
CFR Part 164 with respect to electronic protected health information to
prevent use or disclosure of the protected health information, other than
as provided for in this Section,for as long as business associate retains the
protected health information;
iv. Not use or disclose the protected health information retained by business
associate other than for the purposes for which such protected health
information was retained and subject to the same conditions set out at
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Section 3, paragraph (e) above under"Permitted Uses and Disclosures By
Business Associate" which applied prior to termination; and
v. Return to covered entity or, if agreed to by covered entity, destroy the
protected health information retained by business associate when it is no
longer needed by business associate for its proper management and
administration or to carry out its legal responsibilities.
d) Survival. The obligations of business associate under this Section shall survive
the termination of this Agreement.
7. Miscellaneous
a) Regulatory References. A reference in this Agreement to a section in the
HIPAA Rules means the section as in effect or as amended.
b) Amendment. The Parties agree to take such action as is necessary to amend
this Agreement from time to time as is necessary for compliance with the
requirements of the HIPAA Rules and any other applicable law.
c) Interpretation. Any ambiguity in this Agreement shall be interpreted to permit
compliance with the HIPAA Rules.
IN WITNESS WHEREOF,the Parties hereto have authorized this Agreement to be executed.
City of Carmel Shepherd Insurance
One Civic Square 111 Congressional Blvd,Suite 100
Carmel,IN 46032 Carmel,IN 46032
CITY OF CARMEL, INDIANA
by and through its Board of Public
Works and Safety
By: By: n
il,e-1" p oc.cy --I hauj
James Brainard, Presiding Officer Authorized Signature
Date:
Dau;d epl'.rd
Printed Name
Mary n Burke em r CCU
Date: 1 C has rvon
Title
Lori Wat , Me ber Date: \t3\zoicl
Dat •
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ATTEST:
(
CiX0-4u-
ChrNtine S. Pauley, Clerk-Trieaurer
Date: ._•(:).-/( 7/2
1
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