HomeMy WebLinkAboutCare Center Services Agreement CARE CENTER SERVICES AGREEMENT
This CARE CENTER SERVICES AGREEMENT (the "Agreement"), is entered into
on ()-6-01- , 2017 by and between ALTERNATIVE HEALTH SOLUTIONS, LLC, a
Kentucky limited liability company, 2843 Brownsboro Road, Suite 201, Louisville, KY
40206 ("AHS"), and The City of Jeffersonville, Indiana at 500 Quartermaster Court,
Jeffersonville, Indiana, 47130 (the "Company").
RECITALS
A. The Company has decided to offer its employees professional health care and
wellness services at Care Centers operated at one or more locations;
B. The Company can choose to have other Employer Groups, upon mutual agreement
between Company and AHS, use the Quartermaster Court Care Center for AHS
services. AHS would execute separate Agreements with other Employer groups as
they may arise;
C. AHS has agreed to employ professional health care providers properly licensed in
the States of Indiana and Kentucky to operate and administer shared healthcare
centers (the "Care Center") operated from time to time in the States of Kentucky
and Indiana for eligible employees, spouse and dependents of the Company
(assessing, diagnosing, charting, planning, counseling, and providing patient care
under the authority of a collaborating physician); and
D. The Company has agreed to contract with AHS to provide the clinical services and
wellness programs as hereinafter described at the Care Center.
AGREEMENT
NOW,THEREFORE, for and in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. Operation of Care Centers. AHS shall be solely responsible for the organization,
operation,management and administration of the Care Center, and Company shall have no
role whatsoever in the organization, operation, management or administration of the Care
Center. AHS shall provide the clinical and administrative staff, relevant documentation
and paperwork, and all supplies necessary for the Care Center to meet the requirements of
all Federal, State, and local laws, rules and regulations.
2. The scope of contracted services (the "Services") to be provided at the Care Center is
described in Exhibit A, attached hereto as a part hereof. Additional Services available
outside the monthly fee are billed at rates described in Exhibit B.
3. Care Center Facilities. AHS shall be responsible for providing the Care Center location
and construction of the Care Center facilities as listed in the Recitals. The Company shall
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have the right to utilize any shared site AHS Care Center that AHS operates from time to
time in the state of Kentucky. Days and times of operation may vary from Care Center to
Care Center.
4. Employees of AHS. AHS shall staff the Care Center with one or more Nurse Practitioners
and such additional employees as necessary to adequately provide the Services (the
"Health Care Providers"). AHS shall select, in its sole discretion, the individuals to be
employed at the Care Center; provided, however that AHS shall ensure that such
individuals are duly qualified to fulfill their roles in accordance with Federal, State and
local laws, rules and regulations and AHS policies and procedures. Company shall have
no role in the selection or supervision of the Health Care Providers.
5. Care Center Schedule. AHS shall operate the Care Center on the dates and at the times
set forth on Exhibit A, and at such other times as AHS may determine appropriate and
necessary.
6. Payment. Company shall pay AHS monthly in advance a minimum fee of$115.00 (One
Hundred Fifteen Dollars) per month per eligible employee for the Services set forth on
Exhibit A at the Care Center. The fee schedule is based on a minimum of 300 eligible
employees. Company shall provide to AHS a monthly reconciliation ("Census") of new
hires and terminated employees by the 201h of each month. Company will receive an invoice
of services provided by AHS by the first of each month and Company agrees to remit
payment to AHS for services by the 15th of each month. All payments shall be sent to AHS
at the address set forth above.
If the Company and AHS mutually agree on other Employer Groups using AHS services
as set forth above, AHS will issue a credit for each month that the Employer groups use
the Care Center. The amount of the credit will be based on the number of eligible
employees the Employer Groups have using AHS services. The credit will be at the rate of
$0.083 per employee per month. The management fee shall not be lower than $55.00 per
month per eligible employee regardless of the amount of credits the Company may receive.
7. Term and Termination. This Agreement shall be effective on March 1, 2017 (the
"Effective Date") and the term shall extend for a term of two (2)years (the "Term"). The
Agreement may be extended by agreement of the parties thereafter. Upon expiration of the
Term, the Company agrees that for a period of one (1) year thereafter the Health Care
Providers will not be allowed to work for the Company or for any other person or entity
providing health care services in a Care Center exclusively serving the employees of the
Company, without the express written consent of AHS. The Company acknowledges that
the Health Care Providers and staff of AHS will receive detailed training, education, and
information that is the intellectual property of AHS and continued employment of such
Health Care Providers by another person or entity may constitute unlawful use of such
intellectual property rights.
8. Compliance with Laws. AHS is responsible for and shall ensure that the Care Center is
organized, operated, managed, administered and staffed in compliance with any and all
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applicable standards set forth by State or Federal law or ordinance as well as all applicable
standards established under the rules and regulations of any federal, state or local agency,
department, commission, association or other pertinent governing, accrediting or advisory
body having authority to set standards for the administration of vaccines, including,
without limitation, guidance released by the Centers for Disease Control.
9. Documentation and Records. Company agrees to provide AHS an initial Census of
eligible employees that will be provided services no later than seven(7)business days prior
to the start of services. The Census shall be in excel format and include eligible employee's
full name (first, middle initial, last) and date of birth. Company also agrees to provide to
AHS completed Eligibility Forms for each eligible employee prior to start of services and
on a monthly basis thereafter included with the census. Thereafter, Company shall provide
names and date of birth of eligible new hires (and eligibility forms) and terminations on a
monthly basis no later than the 201h of each month. Eligible new hires should be for the
upcoming month only, not future months. Each new eligible employee will be eligible to
visit our primary care center beginning on the first business day of the next month
following notification on the 20th. AHS will provide Company, upon signing of this
Agreement, Implementation Packets for dissemination to its eligible employees.
AHS will be responsible for providing patients receiving services at the Care Centers with
any and all notices, consent forms, releases or other documentation relevant to
administration of Services. AHS is also responsible for compliance with all relevant
reporting and record-keeping requirements under Federal, State or local laws, rules and
regulations. AHS shall train Health Care Providers with respect to the completion of such
documentation and records. AHS shall ensure that the Health Care Providers complete or
obtain such documentation and records as necessary and appropriate. In performing the
Services, AHS may learn or be provided information regarding Company employees. All
such information shall be held in strict confidence. AHS shall not share or divulge to any
other parties (other than its employees involved in providing the Services) the name, any
personal information or any confidential information without the consent of the employee
providing such information, unless AHS is required to do so by laws, rules or regulations
of an applicable governmental entity.
10. Quarterly Reports:
AHS will prepare and supply to Company quarterly reports within thirty (30) days
following the close of the calendar quarter. Reports will include evaluations of the Health
Assessment and clinical statistics,including statistics reflecting the volume of work related
injuries and physician referrals.
11. Marketing and Healthcare Related Materials
AHS will be responsible for the design and layout of health care related materials
consisting of posters, mail-outs, and flyers. Any such health care materials will be
submitted to the Company for review prior to dissemination to their employees.
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AHS will work with Company to coordinate and facilitate an annual Wellness Fair on a
mutually agreed date.
12. Health Savings Account
The Company understands and agrees that applicable law requires that for employees of
the Company who maintain a Health Savings Account ("HSA"), AHS may provide
Services to such employees, free of charge (to that employee (and family members), only
with respect to the type of services described in IRS Publication 969(216)and as it pertains
to 26 U.S. Code § 223 - Health Savings Accounts.
13. Company Responsibilities
• All levels of Company management(including managers and supervisors)embrace
and support AHS Primary Care Centers and wellness programs including personal
usage of the Care Center.
• Company will embrace and support the AHS Primary Care Medical Staff when
discussing the Center and Wellness program with employees.
• Company agrees to provide AHS detailed medical and prescription drug claims
information and demographic data for at least a 24-month period prior to the Care
Center opening and on a quarterly basis after the opening of the Care Center. The
claims information and demographic data will be provided in an .XLS or .CSV
format and content suitable to AHS.
• AHS will need a signed HIPAA Agreement with Company. Exhibit D)
• Company will EMBRACE, SUPPORT and ENCOURAGE biometric screenings
with AHS for the collection of baseline medical data and savings proformas.
14. Indemnification. Company agrees to indemnify, hold harmless, and defend AHS from
and against any and all claims, suits,judgments, including reasonable attorney's fees and
litigation expenses, based upon or arising out of the activities of the Company, its
employees or agents described in this Agreement, where such claims, suits or judgments
are related to the actual or alleged negligence, actions, or omissions of Company or its
employees or agents. Company agrees that the provisions of this section shall survive the
termination of this Agreement.
AHS agrees to indemnify, hold harmless, and defend Company from and against any and
all claims, suits,judgments, including reasonable attorney's fees and litigation expenses,
based upon or arising out of the activities of AHS or its employees or agents described in
this Agreement, where such claims, suits or judgments are related to the actual or alleged
negligence, actions, or omissions of AHS or its employees or agents. AHS agrees that the
provisions of this section shall survive the termination of this Agreement.
15. Insurance of Health Care Providers. AHS shall maintain for itself medical professional
liability insurance and shall ensure that AHS's policy covers each Health Care Provider
when rendering Services at the Care Center, said coverage to be in an amount not less than
$1,000,000 per claim.
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16. Events of Default. The occurrence of any one or more of the following events constitutes
an "event of default" under this Agreement:
• if either party fails to perform its duties in good-faith or in compliance with the
applicable laws; or
• if either party fails to comply with the terms of this Agreement and such failure
continues for more than ten (10) days after receipt of written notice from the non-
defaulting party; except such ten (10) day cure period will be extended as
reasonably necessary to permit the defaulting party to complete cure so long as the
defaulting party commences cure within such ten (10) day cure period and
thereafter continuously and diligently pursues and completes such cure.
17. Remedies. If an event of default occurs which is not cured during any applicable cure
period, the non-breaching party may terminate this Agreement and pursue all remedies
available to the non-breaching party at law or in equity.
18. Notices. All notices,requests,claims,demands,and other communications hereunder shall
be in writing and shall be delivered to the address shown herein or to such other address as
any party may have furnished to the other in writing. Any such notice may be hand
delivered or sent by reliable overnight courier, or certified or registered mail (postage
prepaid, return receipt requested). Notice shall be deemed received on the date of hand
delivery, one (1) business day following deposit with a reliable overnight courier, or three
(3)business days following deposit in the United States mail addressed as required above.
19. Relationship of the Parties. In no case shall the parties be deemed a partnership or a joint
venture. The Company is not a health care provider nor is it qualified to render health care
to its employees. Therefore, to make these services available to its employees, the
Company is contracting with AHS as an independent contractor for the sole purpose of
setting forth the terms by which AHS will provide the Services described herein.
20. HIPAA Confidentiality. AHS agrees to maintain patient confidentiality as required by
federal and state law, including, but not limited to, the Health Insurance Portability and
Accountability Act of 1996 ("HIPAA"). AHS agrees to comply with the provisions of
HIPAA,including,but not limited to,the requirements to provide individuals with a Notice
of Privacy Practices, and to enter agreements relating to use and disclosure of protected
health information with any "business associate" of AHS (as defined in HIPAA). AHS
acknowledges that certain material, which will come into its possession or knowledge in
connection with this Agreement, may include confidential patient information, disclosure
of which to third parties may violate HIPAA and may be damaging to the individual to
whom the information relates and/or the Company. AHS agrees to hold all such material
in confidence, to use it only in connection with performance under this Agreement and to
release it only to those persons requiring access thereto for such performance or as may be
otherwise required by law. There will be a Business Associate Agreement provided by
AHS and put in place between AHS and the Company.
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Such obligations shall not be construed to negate, abridge, or otherwise reduce any other
right or obligation of indemnity, which would otherwise exist as to any party or person,
described in this Agreement.
21. Insurance. AHS shall maintain the following insurance coverage:
• Commercial General Liability — $1,000,000.00 per occurrence; $1,000,000.00
personal injury; $2,000,000.00 general aggregate. Such coverage shall include
liability assumed by contract.
• Worker's Compensation / Employer's Liability Insurance — Worker's
compensation benefits for the State of Kentucky; employer's liability limits of
$1,000,000.00 per accident by bodily, injury by accident, $1,000,000.00 injury by
disease per employee; $1,000,000.00 annual aggregate.
• Professional Liability Insurance — Professional liability insurance coverage in an
amount not less than $1,000,000.00 per claim for up to three (3) occurrences
covering the conduct of its agent.
The Commercial General Liability and Professional Liability policies shall name the
Company as an additional insured. AHS shall provide the Company with a Certificate of
Insurance evidencing the above coverages.
22. Approvals. This Agreement shall be expressly subject to AHS obtaining all necessary and
required licenses, Certificates of Need, approvals and/or permits (collectively, the
"Approvals"), if any, from any regulatory body that may have jurisdiction over the parties.
AHS will obtain all of such Approvals at its sole costs and expense. If AHS shall fail to
do so,then the Company shall have the right to terminate this Agreement, owing no further
obligations to AHS.
23. Counterparts. This Agreement may be executed in counterparts, and any number of
counterparts signed in the aggregate by the parties will constitute a single, original
instrument.
24. Miscellaneous. This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, representatives, successors and permitted assigns.
Any modification of the terms of this Agreement shall not be effective unless in writing
signed by authorized representatives of both parties. This Agreement shall be governed by
the laws of the Commonwealth of Kentucky. Neither the failure of the parties to insist
upon strict performance of any covenant, agreement, term, or condition of this Agreement
or to exercise a remedy consequent upon a breach thereof, nor the acceptance of full or
partial performance during the continuance of any breach by the other shall constitute a
waiver of any such breach or of such covenant, agreement, term, or condition. Neither
party shall assign or transfer, in whole or in part, this Agreement or any rights, duties or
obligations under this Agreement without the prior written consent of other party, and any
assignment or transfer by a party without such consent shall be null and void, except that
AHS may transfer it obligations to an affiliate thereof, to an entity owned or controlled by
AHS or to an entity that owns or controls AHS provided that AHS gives Company thirty
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(30) days prior notice of any such assignment or transfer. Further, if any such assignment
or transfer would involve a change in location of the premises at which the Services
hereunder are to be performed, such assignment or transfer is subject to Company consent.
[Signature Page to Follow]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.
ALTERNATIVE HEALTH SOLUTIONS,LLC
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Date: of 7-0/
THE CITY OF #FRILLE
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EXHIBIT A
CONTRACTED SERVICES
1. Primary Care/Wellness Services:
Primary Care as defined by the American Academy of Family Physicians: "A
primary care practice serves as the patient's first point of entry into the health care system
and as the continuing focal point for all needed health care services. Primary care practices
provide health promotion, disease prevention, health maintenance, counseling, patient
education, diagnosis and treatment of acute and chronic illnesses."
Pediatric Policy - care provided to children 2-26 is intended to supplement care
provided by the child's regular pediatrician visits. The medical staff at AHS Primary Care
Centers are considered general practitioners. Eligible children ages 2-26 can be seen in our
Care Centers however since our practice is not staffed with pediatric nurse practitioners,
our medical staff, at their sole discretion,will determine the level of treatment provided on
a case by case basis. If necessary, the child will receive a referral from our medical staff to
the child's regular pediatrician or other appropriate specialist.
Wellness Program includes Education, Counseling, Monitoring and Treatment of:
Weight/BMI optimization; Smoking Cessation; Stress Reduction (referral to Psychiatrist,
if necessary).
Appointments (Walk in Visits upon availability) for all Eligible Employees, their
spouses and Eligible Dependents ages 2 to 26 years; if still considered a dependent. We
strongly encourage scheduling an appointment for the most prompt service, especially your
first-time visit. Walk-in and new patient visits must be scheduled prior to one hour before
care center closing. Walk-ins are welcome and will be seen in between scheduled
appointments. Emergencies are given priority status.
Services below are for Eligible Employee and Eligible Dependents. Non Census
employees can be seen for the rate stipulated by the Menu of Services in Exhibit B.
• Biometric screenings for eligible employees and eligible dependents. All
bioscreens will include the following factors:
(a) Height, Weight, and Body Mass Index (BMI)
(b) Blood pressure
(c) Blood sugar screening
(d) Cholesterol screening
Licensed medical staff will conduct medical services. AHS shall supply all
bioscreen related equipment and supplies.
Health Coach/Nurse and/or Nurse Practitioner will review individual analysis
reports with the employees in 20-minute sessions. AHS will provide pertinent
educational materials. If necessary, follow up appointments and physician referrals
at the time of feedback will be documented and recorded. All medical reports are
confidential and will be maintained and controlled by AHS staff in accordance with
applicable laws.
• Chronic Disease Management — Diagnosis and initial treatment of Hypertension,
Diabetes/Metabolic syndrome, and Cholesterol syndrome. Communicating with
Primary Care Physician and other Specialists.
• Physicals: Annual Wellness, Sports, and School.
• Well Woman Exams that do not include outside lab results.
• Well Men Exams that do not include outside lab results.
• Asthma Breathing Treatments and/or Allergy Treatment (including allergy shots,
if serum is provided by patient)
o AHS will store and administer patient provided allergy serums. AHS does
not provide a prescription for or cost of allergy serums.
• EKGs w/Basic Interpretation—Annual Physical EKGs, etc.
• Trivalent Influenza Vaccine serum will be ordered and handled by AHS. Influenza
Vaccines. Due to limited amounts of influenza vaccines that are manufactured,
AHS cannot guarantee stock.
• Eye Care - Vision Acuity only(eye chart and color deficiency testing)
• Hearing Screening (Non Occupational)
• Colon Cancer Screening—Fecal occult blood testing only
• Foot Health Care— Simple wound Care
• Minor Suturing and Splinting
• Skin Cancer(Screening only)
• Prescription Capabilities in Care Center by Nurse Practitioner(Non-Narcotic,Non-
Psychotropic)
• Vendor Supplied Medications at no cost for initial dose pack per diagnosis. Care
Center will stock a minimum of 35 most commonly prescribed primary care related
generic Rx Medications. If the patient requires additional refills, they may, at their
cost, use the mail order pharmacy through AHS vendor or their usual pharmacy
prescription plan.
• Alcohol Saliva screening with Alco II swabs.
• Patient Referrals—Mammograms, local Specialties, etc.
Occupational Health Services (Requires AHS Screening Authorization Form From
Company)
• Work Related Injuries —Treatment of minor work related injuries for covered
eligible employees that fall within Primary Care related service.Treatment for work
related injuries that fall outside the scope of primary care shall be referred to an
appropriate specialist.
• Non-DOT/DOT Alcohol
o Alcohol Saliva screening with DOT approved Alco II.
• Collection and Testing of Urine 12 panel Drug Screenings (Non-DOT & DOT
Approved) urine collection kit. The first 300 per year are included in the monthly
management fee.Additional tests will be billed on a monthly basis at a pass through
cost. Mandatory confirmation required on all inconclusive readings at an additional
fee to Company at"cost" of screen.
o Company requested Federal DOT high complexity drug screening will be
performed on a"pass through cost" basis to the Company.
• FMLA — AHS will provide FMLA paperwork assistance at no charge, when
applicable to the patients care at the Care Center.
• Pre-employment physicals—no charge.
• DOT and Pre-Employment physicals—no charge.
• Hep B Injections — Injections will be billed on a monthly basis according to cost
listed on the Menu of Services—Exhibit B.
• Mobile x-rays—provided through third party vendor and billed to Company at AHS
negotiated rate.
ADDITIONAL INFORMATION
AHS will provide the following Clinical hours, staff, and Clinical coverage:
• Care Center will be open 40 hours per week Monday through Friday.
• PRN Physician/Medical Review Officer (MRO) for collaboration and chart
reviewing
• Nurse Practitioner on-site at Care Center: 8 hours per day
• Medical Staff on-site at Care Center: 8 hours per day
These times will exclude the following holidays: Wednesday noon through Friday for
Thanksgiving,Christmas Eve and Christmas Day,noon New Year's Eve through New Year's Day,
Good Friday, Memorial Day, July 4th and Labor Day. If the holiday falls on a Saturday it will be
observed the prior Friday and if it falls on a Sunday, it will be observed on the following Monday.
Care Center will remain open during Nurse Practitioners' leave for scheduling, drug screens, labs,
etc.,patients will be scheduled accordingly, and notices will be posted in Care Center of upcoming
holiday, etc. AHS will provide fill-ins for any Nurse Practitioner who takes such a leave.
In order to provide you with the most up-to-date care,our staff will be receiving continuing training
and education quarterly, on the following dates (these dates are subject to change with advance
notice):
• The second Wednesday in January
• The second Wednesday in April
• The second Wednesday in July
• The second Wednesday in October
The Care Center will be closed on the above dates. You will receive communication from our
Corporate Office prior to any training or changed schedule.
AHS will notify Company 24-hours prior to any of the above dates.
In cases of inclement weather,AHS may decide to change the hours or close a particular Care Cter
or Onsite Care. AHS will notify the designated company contacts when such cases arises.
Exhibit B
ADDITIONAL SERVICES
MENU OF AHS SERVICES 2017
Urine Drug Screen (12 Panel Dip) (Once maximum of 300 reached) $6.00 **
Hair Follicle Drug Test $65.00 **
Federal DOT Send-Out Drug Screen $20.00 **
Mobile X-ray $70.00 **
Hepatitis B Vaccine (per injection) $55.00 **
**Approximately — at cost to AHS. Prices/Vaccines based on availability and are subject to
change.
All of the above services require a signed AHS Screening Authorization completed by a
company representative and must be sent with the individual at time of visit.
Per Company, only employees on the census will be seen at the Care Center.
Exhibit D
HIPAA AGREEMENT WITH ALTERNATIVE HEALTH SOLUTIONS, LLC
BUSINESS ASSOCIATE AGREEMENT
Name of Other Party: City of Jeffersonville, Indiana
Address of Other Party: City Hall, Suite 250, 500 Quartermaster Court, Jeffersonville, IN
Effective Date: March 1, 2017
Reference Number as applicable:
DEFINITIONS
Unless otherwise specified in this document, all CAPITALIZED terms, and/or references to
HIPAA compliancy, shall have the same meaning and be used with the same intent as given in
the Privacy and Security sections of the Health Insurance Portability and Accountability Act of
1996, (HIPAA) , (including the ancillary Privacy and Security Rules of 2001 and 2003,
respectively). In addition, the American Recovery and Reinvestment Act of 2009, (ARRA),
Title XIII entitled "Health Information Technology," (HITECH Act), specifically Subtitle D
entitled Privacy. CAPITALIZED terms, and/or references to HIPAA compliancy, shall also
have the same meaning in accordance with additional guidance provided by the Federal
Department of Health and Human Services, DHHS, (as appropriate).
The following terms have the following meanings as provided by all relevant authorities
mentioned in this section of this agreement, directly above.
HIPAA Regulations:
This term is defined in this Agreement to mean all relevant legal mandates and requirements
existing at present or guidance, updates and changes in the law. This term includes the
Administrative Simplification statute, the Code of Federal Regulations, (including all relevant
parts), the American Recovery and Reinvestment Act, the Health Information Technology for
Economic and Clinical Health Act, (HITECH), and any current or additional guidance provided
by the Federal Department of Health and Humans Services, (DHHS).
ARRA:
This means the American Recovery and Reinvestment Act of 2009.
BA:
This term means "Business Associate," as defined in the HIPAA Regulations.
CE:
This term means "Covered Entity," as defined in the HIPAA Regulations.
HITECH Act:
This means the Health Information Technology for Economic and Clinical Health Act'
Subtitle D:
This refers to "Subtitle D" of the HITECH Act entitled "Privacy"
BREACH:
The term "breach" means the unauthorized acquisition, access, use, or disclosure of protected
health information which compromises the security or privacy of such information, except where
an unauthorized person to whom such information is disclosed would not reasonably have been
able to retain such information.
Exceptions to the term BREACH:
The term "breach" does not include (i) any unintentional acquisition, access, or use of protected
health information by an employee or individual acting under the authority of a covered entity or
business associate if(I)• such- acquisition, access, or use was made in good faith and within the
course and scope of the employment or other professional relationship of such employee or
individual, respectively, with the covered entity or business associate; and (1I) such information
is not further acquired, accessed, used, or disclosed by any person; or(ii) any inadvertent
disclosure from an individual who is otherwise authorized to access protected health information
at a facility operated by a covered entity or business associate to- another similarly situated
individual at same facility; and (iii) any such information received as a result of such disclosure
is not further acquired, accessed, used, or disclosed without authorization by any person.
DHHS:
This means the Federal Department of Health and Human Services
OCR:
This means the Office of Civil Rights
CMS:
This means the Centers for Medicare and Medicaid
NOTIFICATION:
NOTIFICATION OF COVERED ENTITY BY BUSINESS ASSOCIATE.—A business
associate of a covered entity that accesses, maintains, retains, modifies, records, stores, destroys,
or otherwise holds, uses, or discloses unsecured protected health information shall, following the
discovery of a breach of such information, notify the covered entity of such breach. Such notice
shall include the identification of each individual whose unsecured protected health information
has been, or is reasonably believed by the business associate to have been, accessed, acquired, or
disclosed during such breach. The term Notification shall include all references and definitions
as provided in the HITECH Act.
PHI:
This definition includes all relevant case law interpretations of the term "Protected Health
Information," and all relevant regulatory definitions of this term including "Health Information,"
"Individually Identifiable Health Information ," and "Protected Health Information". This term
includes all legislative amendments or changes to this term found in the "HIPAA Regulations."
This term also includes electronic Protected Health Information, as that term is defined in all
relevant HIPAA Regulations. All of the terms and associated definitions may be collectively
referred to as "PHI," in this agreement.
UNSECURED PROTECTED HEALTH INFORMATION:
The term `unsecured protected health information "means protected health information that is not
secured through the use of a technology or methodology specified by the Secretary in the
guidance issued under paragraph (2)" of the HITECH Act section 13402. This term includes all
additional guidance from the Secretary of DHHS, including all relevant changes in the law as
provided for by the HIPAA Regulations.
1. PURPOSE
This Business Associate Agreement (Agreement) is hereby entered into by and between
ALTERNATIVE HEALTH SOLUTIONS, LLC, (ALTERNATIVE HEALTH SOLUTIONS,
LLC) and the Other Party, (known as "the party" who is a COVERED ENTITIY(CE),
(hereinafter referred to as the CE), to become effective as of
Both parties understand that ALTERNATIVE HEALTH SOLUTIONS, LLC is acting as a
Business Associate for the CE, in addition, the parties, in their business relationship, are entering
into this Agreement in order to comply with the relevant requirements of HIPAA as stated in the
Code of Federal Regulations, specifically 45 Code of Federal Regulations, Parts 160 -164,
including but not limited to Part 164.504 (e) (1); the ARRA, (specifically the HITECH Act,
Subtitle D—entitled "Privacy"), including any legal amendments, DHHS guidance and/or
changes to these regulations/laws as they relate to all appropriate compliance
activities/responsibilities of each party respectively according to, and specified in these
laws/regulations/guidance, (hereinafter referred to as "HIPAA Regulations").
2. HIPAA REGULATIONS - COMPLIANCE
Both parties to this agreement understand and agree that ALTERNATIVE HEALTH
SOLUTIONS, LLC strives to maintain compliance with all relevant HIPAA Regulations
pertaining to their status as a Business Associate, or BA.
3. SATISFACTORY ASSURANCES & COMPLIANCE
Both parties to this agreement understand and agree that this Business Associate Agreement
(BAA) provides the satisfactory assurances as required in the HIPAA Regulations as follows:
Both parties are incompliance with all HIPAA Regulations including but not limited to, (45 CFR
§ 164.502 (e)(1) disclosures to BA's), entitled "Uses and disclosures of protected health
information - general rules" as follows:
The CE understands and agrees that they may disclose PHI to ALTERNATIVE HEALTH
SOLUTIONS, LLC as a BA, and may allow ALTERNATIVE HEALTH SOLUTIONS, LLC to
create, or receive PHI on its behalf through this BA Agreement, (as appropriate, and including all
of the terms and conditions of this agreement including but not limited to all of the following
activities completed by ALTERNATIVE HEALTH SOLUTIONS, LLC), as follows:
ALTERNATIVE HEALTH SOLUTIONS, LLC follows all HIPAA Regulations relating to
Safeguarding PHI appropriately,
Both parties to this agreement understand and agree that this BA Agreement represents the
Satisfactory Assurances requirement associated with 45 CFR 45 CFR § 164.502 (e)(2) and §
164.308(b)(4), entitled "Administrative Safeguards" in addition that ALTERNATIVE HEALTH
SOLUTIONS, LLC has meet all of the applicable requirements associated with 45 CFR
§164.504(e) as stated in this Agreement,
In accordance with 45 CFR § 164.308 (b)(1), the CE agrees and understands that under this BA
Agreement, (and in accordance with 45 CFR §164.306), that they may permit ALTERNATIVE
HEALTH SOLUTIONS, LLC to create, receive, maintain, or transmit electronic PHI on the
CE's behalf as appropriate, since the CE has received satisfactory assurances that
ALTERNATIVE HEALTH SOLUTIONS, LLC has complied with 45 CFR §164.314(a)
The CE understands and agrees that this BAA between the CE and ALTERNATIVE HEALTH
SOLUTIONS, LLC meets all legal requirements of 45 CFR § 164.314 (a)(2)(i) through(ii) as
applicable and as follows:
The CE agrees that ALTERNATIVE HEALTH SOLUTIONS, LLC is in compliance with all
relevant section §164.502(e) and section 164.314(a) requirements of the HIPAA Regulations
since the CE understands and agrees that ALTERNATIVE HEALTH SOLUTIONS, LLC has
not engaged in any activity or practice that constitutes a material breach or violation of this BA
Agreement. In addition,both parties have fulfilled all HIPAA compliance responsibilities as
referenced directly below in the section entitled, "HIPAA COMPLIANCE
RESPONSIBILITIES."
The CE understands and agrees that ALTERNATIVE HEALTH SOLUTIONS, LLC has
implemented all required 45 CFR § 164.314 (a)(2) organizational requirements as follows:
ALTERNATIVE HEALTH SOLUTIONS, LLC has implemented all administrative, physical,
and technical safeguards that reasonably and appropriately protect the confidentiality, integrity,
and availability of the electronic protected health information that it creates, receives, maintains,
or transmits on behalf of the covered entity as required by the HIPAA Regulations.
ALTERNATIVE HEALTH SOLUTIONS, LLC has ensured that any ALTERNATIVE
HEALTH SOLUTIONS, LLC agent, including subcontractors to whom it provides PHI have
agreed to implement reasonable and appropriate safeguards to protect that PHI.
ALTERNATIVE HEALTH SOLUTIONS, LLC has the capability, and as appropriate, will
provide reports to the CE on any security incident of which ALTERNATIVE HEALTH
SOLUTIONS, LLC becomes aware as required by 45 CFR § 164.314 and all appropriate HIPAA
Regulations.
4. HIPAA REGULATIONS - COMPLIANCE RESPONSIBILITES OF THE
PARTIES
Both parties to this agreement understand and agree that they are each individually responsible
for achieving and maintaining compliance with all appropriate HIPAA Regulations as those
Regulations define each party's specific compliance responsibilities, referenced to herein.
This shall include, but not be limited to the "Safeguarding requirements" of Protected Health
Information and electronic Protected Health Information(as stated above in the DEFINITONS
Section, collectively referred to as "PHI") received from or processed on behalf of the other in
the course of providing the services described in the agreement between them (collectively
referred to as "the Services").
Both parties to this agreement understand and agree that ALTERNATIVE HEALTH
SOLUTIONS, LLC shall not be responsible for any failure of compliance by the CE as the sole
result of the CE's failure to implement any HIPAA Regulations as required by law pertaining to
the CE solely.
Both parties to this agreement understand and agree that ALTERNATIVE HEALTH
SOLUTIONS, LLC shall comply with all relevant HIPAA Regulations including but not limited
to the Breach Notification requirements associated with the HIPAA Regulations, and in
accordance with definitions provided directly above and found in the HIPAA Regulations in
relation to the CE as follows:
ALTERNATIVE HEALTH SOLUTIONS, LLC has implemented all HIPAA Regulations and
guidance provided by DHHS in relation to the encryption of"unsecured PHI," rendering that
PHI secured.
In the event ALTERNATIVE HEALTH SOLUTIONS, LLC accesses, maintains, retains,
modifies, records, stores, destroys, or otherwise holds, uses, or discloses "unsecured protected
health information"under this agreement, (to perform their responsibilities under this
agreement), ALTERNATIVE HEALTH SOLUTIONS, LLC shall, following the discovery of a
breach of such unsecured PHI, promptly notify the CE of such breach.
In addition, such notice shall include the identification of each individual whose unsecured
protected health information has been, or is reasonably believed by the business associate to have
been, accessed, acquired, or disclosed during such breach.
ALTERNATIVE HEALTH SOLUTIONS, LLC shall treat a breach as discovered as of the first
day on which such breach of unsecured PHI is known to ALTERNATIVE HEALTH
SOLUTIONS, LLC including any person, other than the individual committing the breach, that
is an employee, officer, or other agent of ALTERNATIVE HEALTH SOLUTIONS, LLC, or
should reasonably have been known to ALTERNATIVE HEALTH SOLUTIONS, LLC, or
person, to have occurred.
ALTERNATIVE HEALTH SOLUTIONS, LLC shall notify the CE, (in the event of a breach of
unsecured PHI), without unreasonably delay, and in no case later than 60 calendar days after the
discovery of the breach by ALTERNATIVE HEALTH SOLUTIONS, LLC. ALTERNATIVE
HEALTH SOLUTIONS, LLC has in place all capability to notify the CE within the time frame
specified in all relevant HIPAA Regulations, and can fulfill all burden of proof requirements
associated with such notification in the event of a breach of unsecured PHI as required by the
HIPAA Regulations.
However in no case shall ALTERNATIVE HEALTH SOLUTIONS, LLC be responsible for the
CE's "Breach Notification" legal compliance responsibilities, that may result from a"Breach"
related to the failure on the part of the CE solely, (and not involving ALTERNATIVE HEALTH
SOLUTIONS, LLC), to follow all relevant HIPAA Regulations involving "Unsecured PHI," as
those legal mandates have been specified in the HIPAA Regulations.
Both parties to this agreement understand and agree that ALTERNATIVE HEALTH
SOLUTIONS, LLC IS NOT responsible for any HIPAA compliance activities that are the
responsibility of the CE specified in the HIPAA Regulations.
ALTERNATIVE HEALTH SOLUTIONS, LLC's use and disclosure of PHI is in compliance
with each applicable requirement of section 164.504(e) of the HIPAA Regulations. In addition
ALTERNATIVE HEALTH SOLUTIONS, LLC understands and is in compliance with all
appropriate requirements of Subtitle D - entitled "Privacy," of the HITECH Act, that relate to
privacy and security.
Both parties to the agreement understand and agree (according to the HIPAA Regulations,
specifically the HITECH Act amendments), that if either party knows of a pattern of activity or
practice of the other party that constitutes a material breach or violation of the other party's
obligation relating to compliance with the HIPAA Regulations, then both parties would not be in
compliance with the standards in §164.502(e) and §164.504(e), unless one or both of the parties
took reasonable steps to cure the breach or end the violation, as applicable. If such steps were
unsuccessful then both parties must terminate the contract or arrangement as feasible.
Both parties to this agreement understand and agree to provide the breaching party with notice,
(delivered by first class mail) to the contact person listed in this section as follows. In addition,
the non-breaching party agrees to provide 30 days to the breaching party to take reasonable steps
to cure the breach or end the violation as applicable.
ALTERNATIVE HEALTH SOLUTIONS, LLC contact person:
Name: Roger Hayes, COO and Privacy Officer
Address: 718 West Main Street, Suite 201N
Louisville, KY 40202
Telephone Number: 502-384-1917
E-mail address: rmhayes@ahsprimarycare.com
CE contact person:
Name: Cj M
Address: Svc? d Vk-01 �-e,, ,-7,r,,1,�e I-
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Te 4 e3U hl v'l P T�/J
Telephone Number: �S I a- ) e (, Y 0'�_
E-mail address: 42,C-a. L I-, co (Z) e,i
In accordance with all relevant HIPAA Regulations specifically sections 164.308, 164.310,
164.312, and 164.316 of title 45, Code of Federal Regulations, ALTERNATIVE HEALTH
SOLUTIONS, LLC shall achieve and maintain compliance with all of these sections in the same
manner as if ALTERNATIVE HEALTH SOLUTIONS, LLC were a covered entity.
If and to the extent the parties cease to function in the rolls indicated above, specifically with
respect to each other, this Agreement shall be of no effect.
5. ESTABLISHED PERMITTED USES AND DISCLOSURES UNDER THIS
AGREEMENT
Both parties to this agreement understand and agree that ALTERNATIVE HEALTH
SOLUTIONS, LLC may use or disclose the CE's PHI only as permitted or required by this
agreement, or as otherwise required by Law, in addition ALTERNATIVE HEALTH
SOLUTIONS, LLC understands and agrees that they may not further use or further disclose PHI
other than is permitted by this agreement or as required by law. The following list of PHI uses
and disclosures have been contemplated and agreed to by both parties:
• Administrative and Technical Uses Disclosures
• Data Aggregation Uses of PHI
• Management and Legal Uses and Disclosures
BA will disclose PHI to, and permit the use of PHI by its employees, contractors, agents or other
representatives only to the extent directly related to and be necessary for the performance of the
Services
BA will request from the Other Party, no more than the minimum PHI necessary to perform the
Services
BA will not use or disclose PHI in a manner—
• deemed to be inconsistent with the CE's obligation under the HIPAA Regulations,
or
• that would violate the HIPAA Regulations, if disclosed or used in such a manner
by the CE.
6. SAFEGUARDS FOR THE PROTECTION OF PHI
BA will implement and maintain commercially appropriate security safeguards to ensure that
PHI obtained by, or on behalf of the CE is not used or disclosed by the BA or its staff in
violation of this agreement.
BA will implement administrative, physical, and technical safeguards that reasonably and
appropriately protect the confidentiality, integrity, and availability of PHI in accordance with the
requirements of the HIPAA Regulations including but not limited to the HIPAA Security Rule
including all amendments and updates to the HIPAA Regulations now and in the future.
7. REPORTING UNAUTHORIZED USES AND DISCLOSURES
If the BA gains knowledge of the any use or disclosure of PHI, not provided for by this
Agreement, it will notify the CE in accordance with the agreed upon notice procedures.
The BA will report promptly any Breach as required by the HIPAA Regulations as provided for
in this Agreement, (including section 4 directly above), and according to all appropriate HIPAA
Regulations, that pertains to the BA and the CE as set forth in this Agreement, without
unreasonably delay, and in no case later than 60 calendar days after the discovery of the breach
by ALTERNATIVE HEALTH SOLUTIONS, LLC.
8. USE & DISCLOSURE OF PHI BY AGENTS & REPRESENTATIVES
The BA will require that any agent and/or representative, including a subcontractor, to whom it
provides PHI received from, or created under the Agreement, agrees to the same restrictions and
conditions that, apply through this agreement to BA.
9. INDIVIDUAL RIGHTS
• Right of Access: The BA agrees to provide access to PHI at the request of the CE, in a
timely manner by retrieving the specified document/item of media and providing directly
to the CE, in a designated format or, as directed, to an authorized Individual, in order to
meet the requirements under 45 CFR 164.524.
• Right of Amendment: The BA agrees to make any amendment to PHI that the CE
requests directs or agrees to pursuant to CFR 164.526 and according to a time and
manner designated by the Other Party.
• Right to Accounting of Disclosures: The BA agrees to document such disclosures of
PHI and information related to such disclosures as would be required for the CE to
respond to a request by an Individual for an accounting of disclosures of Protected Health
Information in accordance with 45 CFR 164.528., and agrees to provide such information
in the time and manner designated by the CE.
10. USE & DISCLOSURE FOR BA PURPOSES
• Except as otherwise limited in this Agreement, the BA may use or disclose PHI to
perform functions, activities, and services for the CE, as is their legal responsibility.
• Except as otherwise limited in this Agreement, the BA may disclose PHI for the proper
management and administration of the BA in matters required by law.
• Except as otherwise limited in this Agreement, the BA will obtain reasonable assurances
from any person to whom PHI must be disclosed for the reasons noted above, that it will
remain confidential and be used or further disclosed only as required by law and for the
purpose for which it was intended. The person to whom the PHI has been disclosed,
must notify the BA of any instances of which it becomes aware in which the
confidentiality of the PHI has been breached in accordance with all appropriate HIPAA
Regulations.
11. INSPECTION & ENFORCEMENT BY THE OTHER PARTY
ALTERNATIVE HEALTH SOLUTIONS, LLC agrees to make internal practices, books and
records relating to the use and disclosure of PHI received from, or created or received by
ALTERNATIVE HEALTH SOLUTIONS, LLC on behalf of the CE available to the CE, the
federal Department of Health and Human Services ("DHHS") the Office for Civil Rights
("OCR"), and/or their agents, for the purpose of monitoring compliance with the conditions of
this Agreement and the statements of all relevant HIPAA Regulations including but not limited
to the Privacy Rule.
12. OBLIGATIONS OF THE CE
The CE shall not request BA to use or disclose PHI in any manner that would not be permissible
under HIPAA if done by the CE.
13. TERM AND TERMINATION
Term - The term will commence as of the Effective Date set forth above, and will terminate at
the sooner of three years from that date, or as updates/changes to the legislation require
significant substantive changes be made to the current terms of the Agreement.
Termination - Either party may terminate this Agreement if it determines that the other has
executed a material breach. Prior to such termination, the non-breaching party shall provide the
other with written notice of the existence of the material breach and afford them a reasonable
period of time, as specified in such notice, to cure the material breach. In the event that the
breaching party fails to cure the material breach within such time period, the non-breaching party
may immediately terminate the Agreement.
Effect of Termination - Upon termination of this agreement by either party, for any reason, the
breaching party shall return or destroy all PHI received from, or created or received on behalf
of the non-breaching party, its subcontractors, agents or representatives, and they will retain no
copies of the PHI. If the breaching party determines that returning or destroying the PHI is
infeasible, they shall provide to the non-breaching party written notification of the conditions
that make return or destruction infeasible. Upon mutual agreement of the parties that return or
destruction of PHI is infeasible, the breaching party will ensure that any and all protections,
requirements and restrictions contained in this Agreement will be extended to any PHI retained
after the termination of the Agreement, and that any further uses and/or disclosures will be
limited to the purposes that make the return or destruction of the PHI infeasible.
14. MISCELLANEOUS
Regulatory References - A reference in this Business Associate Agreement to a section in the
Privacy Rule or Security Rule, or HIPAA Regulations, means the section as in effect or as
amended, and for which compliance is required. The parties agree to negotiate in good faith any
amendment to this Agreement that may be required from time to time as is necessary to comply
with the requirements of the HIPAA Regulations, the Privacy Rule, and the Security Rules. If
the parties cannot reach mutual agreement on the terms of any such amendment within sixty(60)
days following the date of receipt of any such written request made by either party to the other,
then the requesting party will have the right to terminate this Agreement upon providing not less
than thirty(30) days written notice to the non-requesting party.
• Survival The respective rights and obligations of the parties under Sections 11, (Inspections
and enforcement), 13 (Effect of termination)and 15 (Miscellaneous)will survive termination
of the Agreement indefinitely.
• Compliance with the HIPAA Regulations and the Privacy Rule Any ambiguity in this
Agreement shall be resolved in favor of a meaning that permits the other party to comply
with the HIPAA Regulations and the Privacy Rule.
• This agreement supersedes and cancels all previous agreements and is in effect as of the date
of the signing(the effective date), as noted below, of this successor agreement between the
parties, and through the duration of this successor agreement,the parties agree to perform as
contained herein.
Covered Entity Business Associate
(Other Party): (ALTERNATIVE HEALTH SOLUTIONS,LLC):
By: By.
1'� i Ke
Print: /'1_D�1rC' Print:
Title: r I..yo Y Title:
Date: 0 i-1- 0 1 Z.;11-0 Date: ' 17