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HomeMy WebLinkAboutContract No. 1826 Employee Assistance Program Agreement: CIGNANovember 14, 2008 Dear Baby, CIGNA Behavioral Health Attached please find fully the executed Employee Assistance Program agreement for City of Farmers Branch. This copy is for your files. Please let me know if you have any questions or if there is anything that I can do for you.. Kind regards, Wra Debra A. Usry Account Manager, Health Solutions CIGNA 4621 Hunter Circle Chattanooga, TN 37415 423.870 -0975 - phone 866.522.1837 - fax CIC N A Behacioi.d Health Inc, is a CIGNA I- lealthCare company. "CIGN \ HeaIthC.ne " ieIers to carious opeIatim, .uh,idiarie, of C IGN,\ ( urpmam") i'ruluCI* and ,.n ii e, :ue prncidrd h, ,ueh .uhridiano. mcludut, Connecticut Cieneral life Inswance'Compuny�, IntraCurp�. Cl( NA Beha,iorr) Health, Inc and 1010 or ,en -ice company ,ubsidiane, ui -CIGNA Health Corpnruiun and CIGNA Dental Health, Inc and not by CIGNA Corporation. 'CIGNA" i.c used to icier tc, these mbechirie, and is a recimered Ven ice mark. COVER SHEET TO AGREEMENT FOR EMPLOYEE ASSISTANCE PROGRAM SERVICES Employer's Name City of Farmers Branch ( "Employer ") Employer's Address 13000 William Dodson Parkway, Dallas, TX 75234 Employer's Contact Person Baby Raley CIGNA Behavioral Health, Inc.'s Name CIGNA Behavioral Health, Inc. ( "CIGNA Behavioral ") CIGNA Behavioral Health, Inc.'s Address 11095 Viking Drive, Suite 350, Eden Prairie, MN 55344 CIGNA Behavioral Health, Inc.'s Contact Person Keith Dixon, President Agreement Effective Date January 1, 2009 Effective Date of Amendment Effective by Cover Sheet N/A Fee for Service Included in the premium paid for LTD policy Number of Employer Account Service Hours 10 per 1000 employees Number of Visits Available Per Episode For Clinical Services 3 Other The rest of this page intentionally left blank. IN WITNESS WHEREOF the parties hereto have caused this Cover Sheet to be executed as of the Effective Date shown on this Cover Sheet. Y: Name: �•,,� 17, �+r -�ca^ Title: O'+,,, 1'Ylar�ae,ear- Date: WITH RESPECT TO THE PRIVACY ADDENDUM (EXHIBIT 5) ONLY: *GROUP HEALTH PLAN (EMPLOYER'S PLAN) Bv:g --,'- _. a'Celi " 20- 7N:L�:A IN Date: 10f 01 x008 CIGNA BEHAVIORA HEALTH, INC. By: Name: Keith Dixon Title: President Date: )11-7 /bq * Group Health Plan is a defined term under HIPAA (see 45 C.F.R. 160.103). It generally refers to an employee welfare benefit plan maintained by an employer for its employees. Typically, an Employer (Plan Sponsor) will designate an individual or a committee to carry out Group Health Plan. An individual so authorized to act on behalf of the Group Health Plan should sign here. AGREEMENT FOR EMPLOYEE ASSISTANCE PROGRAM SERVICES Agreement made as of the date set forth as the Effective Date on the Cover Sheet to this Agreement between CIGNA Behavioral and the Employer identified on the Cover Sheet to this Agreement as Employer. WITNESSETH: WHEREAS, Employer wishes CIGNA Behavioral to provide Employee Assistance Program ( "EAP ") services to Employer's employees and their dependents ( "Participants "); and WHEREAS, CIGNA Behavioral wishes to provide its EAP services for Participants NOW, THEREFORE, in consideration of the mutual promises set forth herein, Employer and CIGNA Behavioral agree as follows: I. Responsibilities of CIGNA Behavioral EAP - Services 1.1. Clinical Service: For mental health, alcoholism or drug abuse service ( "Clinical Service "), CIGNA Behavioral shall provide assessment, referral and/or short-term problem resolution sessions, up to the maximum number of visits per assessed problem ( "Episode ") as set forth on the then effective Cover Sheet, per calendar year. It is considered to be a continuation of the same Episode if a Participant presents within four (4) months of the date on which the Participant's case for the same or a similar issue was closed. 1.2. Life Events Services: For family care, legal /financial information, Healthy Rewards (telephonic), ,and Emotional Well -Being Online (Awareness Series, Frequently Asked Questions, Article Library, AccessCare which includes initial registration, online eligibility check, self - assessment tool, and Provider Directory and Search vehicle), CIGNA Behavioral shall provide assessment and referral services as requested by Participant or Employer. Legal assessment and referral services are not available to Participants if the issue is related to a potential cause of action against Employer. Online behavioral health services ( "Online Services "), shall be provided pursuant to the terms of Exhibit 1 of this Agreement. Any additional services ( "Menu Options ") purchased by Employer are attached hereto as Exhibit 4 of this Agreement. 1.3. Services shall be provided by CIGNA Behavioral through its employees and/or independent contractors. CIGNA Behavioral employees and/or contractors shall look solely to CIGNA Behavioral for payment for assessment, referral and/or short-term problem resolution services provided pursuant to this Agreement. Participants may access services from CIGNA Behavioral through a toll -free telephone number maintained by CIGNA Behavioral twenty -four (24) hours a day, seven (7) days a week. 1.4. Participant calls to the CIGNA Behavioral toll -free number shall be handled by a personal advocate who shall refer the Participant to an appropriate resource. A. For Clinical Services, CIGNA Behavioral shall offer an appointment within two (2) business days with a local counselor. In a Clinical Services' emergency, trained clinicians shall be available at CIGNA Behavioral to telephonically address the situation and to make a referral to a local counselor or crisis intervention center for assessment, referral and /or short-term problem resolution. B. For Life Events Services, CIGNA Behavioral may refer Participant to contracted specialty firms or to local resources for assessment and referral. Legal services shall include, at no charge to Participants, an initial thirty (30) minute consultation. Participants shall be responsible for all other costs of services provided pursuant to a referral. Contracted specialty firms might offer Participant a discount rate. 1.5. For Clinical Services, CIGNA Behavioral shall maintain a nationwide network of local mental health and substance abuse counselors who shall assess the problem, provide short-term problem resolution and /or guide the Participant to appropriate local treatment resources. 1.6. Fees for Clinical Services other than assessment, referral and short -term problem resolution services within the maximum number of visits per Episode as shown on the Cover Sheet shall be the Participant's responsibility. CIGNA Behavioral shall not represent to the Participant that CIGNA Behavioral's identification of or referral to treatment resources constitutes coverage under the provisions of Participant's medical coverage plan. 1.7. CIGNA Behavioral shall provide Account Services as set forth in Exhibit 2 1.8. Unless otherwise agreed upon by the parties, CIGNA Behavioral, at its expense, shall supply to Employer the communication materials related to EAP services set forth in Exhibit 3. CIGNA Behavioral shall deliver all communication materials to one location, unless otherwise agreed upon in advance by the parties. 1.9. CIGNA Behavioral shall provide reports concerning utilization of EAP services by Participants on a quarterly basis to Employer. Individually identifiable Participant information shall be the property of CIGNA Behavioral. Without the appropriate written consent of the Participant, CIGNA Behavioral shall provide no information to Employer or any third party that includes any Participant specific identifiable information. 1.10 CIGNA Behavioral and Employer agree not to use for any purposes other than the performance of this Agreement or to disclose to others any confidential or proprietary technical or business information of the other party obtained in connection with the performance of any services rendered, without the prior written consent of the other party. Each party shall treat and shall require its employees to treat as strictly confidential all such technical and business information it has learned in the course of this Agreement, and in discussions and proposals leading up to this Agreement. The provisions of this section shall survive the termination of this Agreement. CIGNA Behavioral shall maintain as confidential all patient identifiable information received in the course of performing services under this Agreement, and shall not use or disclose such information except as may be permitted or required under applicable state and federal law. 1.11. CIGNA Behavioral shall provide management consultations to supervisors who request assistance for work related problems of employees. CIGNA Behavioral shall provide assistance with mandatory referrals for employees who are required, under continuation of employment, drug free workplace or other workplace policies, to receive an assessment under the EAP. However, CIGNA Behavioral shall not nor shall any of its network of providers provide advice and /or make a determination regarding an employee's (a) ability to safely perform the functions of his/her job, (b) ability to return to work after a medical disability, involuntary suspension from duties or administrative leave of absence, and/or (c) potential for workplace violence. No individually identifiable employee information concerning the employee's treatment shall be provided without the employee's written consent on a form approved by CIGNA Behavioral. II. Responsibilities of Employer 2.1. Employer shall distribute to employees the communication materials described in paragraph 1.8 above, at Employer's expense and shall cooperate with CIGNA Behavioral in other reasonable efforts to otherwise communicate with Participants concerning the services available to them pursuant to this Agreement. 2.2. Employer shall inform CIGNA Behavioral of Employer's management policies and procedures that guide supervisors in handling employees with performance concerns in order for CIGNA Behavioral to provide the training set forth in Exhibit 2. CIGNA Behavioral assumes no responsibility for the legal appropriateness of such policies and procedures. 2.3. Employer shall compensate CIGNA Behavioral for services provided under this Agreement in the amount shown on the then effective Cover Sheet. Employer agrees to pay CIGNA Behavioral on the first day of each covered month. Payments by Employer shall be sent to CIGNA Behavioral at the address set forth on the then effective Cover Sheet to this Agreement. 2.4. The amount set forth on then effective Cover Sheet shall not include any state premium, sales, use tax, or similar tax (including penalties or interest thereon) assessed on the basis of the services provided by CIGNA Behavioral pursuant to this Agreement. 2.5. CIGNA Behavioral shall have the right to revise CIGNA Behavioral's fees and/or the number of hours available to Employer as Employer Account Services (i) twenty-four (24) months from the effective date of this Agreement, (ii) at any time thereafter, but no more frequently than once every twelve (12) months after the initial twenty-four (24) month term, by giving Employer not less than thirty (30) days' prior written notice, and (iii) when the number of employees varies by more than 10% from the number included on the first CIGNA Behavioral billing for the initial twenty -four (24) month term and each subsequent twelve (12) month period of the Agreement. III. Miscellaneous Provisions 3.1. All notices required or permitted to be given under this Agreement shall be in writing and addressed to the address and contact person set forth on the then effective Cover Sheet to this Agreement and mailed through the United States mail or private mail delivery service. Notices shall be effective upon receipt by the party to which they are addressed. 3.2. No amendment of any of the provisions of this Agreement shall be binding on either party unless in writing and signed by the duly authorized representatives of both parties. Amendments to items contained on the then effective Cover Sheet shall be effected by the execution of a revised Cover Sheet showing the effective date of the revised Cover Sheet and signed by both parties. 3.3. This Agreement is nonassignable without the written consent of the other party, except that CIGNA Behavioral may assign the Agreement to a CIGNA affiliate. Any attempted assignment without such consent shall be void. 3.4. No failure by either party at any time or for any period of time to insist upon full performance by the other party shall be deemed a waiver of any duty owed by the other party to the non - objecting party. 3.5. Employer hereby delegates to CIGNA Behavioral the authority, responsibility, and discretion to determine all questions of eligibility and status under the EAP, to interpret and construe the provisions of the EAP as necessary to reach factually supported conclusions and to make a full and fair review of each claim for EAP benefits which have been denied by CIGNA Behavioral pursuant to the requirements of the Employee Retirement Income Security Act of 1974, as amended ( "ERISA "). CIGNA Behavioral assumes no responsibility for Employer's ERISA plan except as set forth in this section. 3.6. This Agreement contains the entire agreement between Employer and CIGNA Behavioral with respect to the services provided hereunder, and supersedes any and all prior discussions or agreements, written or oral, with respect thereto. 3.7. The parties agree to submit any disputes or claims arising out of or related to this Agreement to binding arbitration pursuant to the commercial arbitration rules of the American Arbitration Association and to conduct such an arbitration in the city of Minneapolis, Minnesota. There shall be a single arbitrator chosen by both parties within thirty (30) days after notice to arbitrate a claim is received by the party against whom arbitration is sought. If the parties are unable to agree upon a single arbitrator within that thirty (30) day period, the arbitrator shall be appointed by the American Arbitration Association. Judgment may be entered upon the award of the arbitrator. Cost of the arbitration shall be borne equally by the parties unless the arbitrator's award directs otherwise. 3.8. This Agreement shall remain in effect from the Effective Date until terminated by CIGNA Behavioral upon Employer's failure to pay CIGNA Behavioral as provided in Section 2.3, or by either party with sixty (60) days' prior written notice to the other party. 3.9 This Agreement shall be governed by, and shall be construed in accordance with all applicable federal laws, including ERISA, and the laws of the state of 3.10 The terms of Exhibit 5, Privacy Addendum, shall be incorporated herein IV. Liability and Indemnity 4.1. In the event that CIGNA Behavioral, its officers, directors, employees or agents are made parties to any judicial or administrative proceeding arising in whole or in part out of any function negligently performed by the Employer, including the functions and obligations set forth in the Privacy Addendum, then the Employer shall indemnify and hold CIGNA Behavioral harmless for any and all judgments, settlements, and costs (including reasonable attorneys' fees) which CIGNA Behavioral incurs or pays in connection therewith except that Employer shall not be required to reimburse for such amounts if the court rendering the judgment or the agency making the award determines that the liability underlying the judgment or award (or attorneys' fees with respect thereto) was caused by the negligence, fraud or criminal conduct of CIGNA Behavioral, its agents, employees, officers or directors. 4.2 In the event that Employer, its officers, directors, employees, agents or affiliates are made parties to any judicial or administrative proceeding arising in whole or in part out of any function negligently performed by CIGNA Behavioral, including the functions and obligations set forth in the Privacy Addendum, then CIGNA Behavioral shall indemnify and hold Employer harmless for any and all judgments, settlements and costs (including reasonable attorneys' fees) which Employer incurs or pays in connection therewith except that CIGNA Behavioral shall not be required to reimburse for such amounts if the court rendering the judgment or the agency making the award determines that the liability underlying the judgment or award (or attorneys' fees with respect thereto) was caused by the negligence, fraud or criminal conduct of Employer, its agents, affiliates, employees, officers or directors. 4.3 In the event that the parties have been found jointly and severally liable to a third party, liability shall be apportioned consistent with the relative degree of fault of each party. 4.4 In the event litigation is instituted by a third party against the Employer and /or CIGNA Behavioral concerning any matter under the Plan, each party to this Agreement shall have sole authority to select legal counsel of its choice. 4.5 The indemnifications provided for by the foregoing paragraphs shall survive the termination of this Agreement. EXHIBIT 1 ONLINE SERVICES 1. Online Services Online Behavioral Health Services are offered as a supplement to the other behavioral health services furnished under this Agreement. These Online Services provide one more way for Participants to get information and help; however, these Online Services: • Are NOT a substitute for therapy • Are NOT a means of requesting or delivery of crisis services, and • Do NOT come with a guarantee of any effect on the utilization of other services, such as therapy, in- patient services or health care services. Confidentiality The parties recognize that the Online Services are most effective if Participants perceive them — and the services actually are — confidential. Consequently, Employer agrees that: • Employer will not institute systems or policies that involve tracking specific use (e.g. specific topics explored) of the Online Services by its Participants. 3. Access CIGNA Behavioral and Employer acknowledge that Employer has sole responsibility for determining the balance to be allowed during working hours and on Employer's work sites of Participant activity to be devoted solely to work activities versus Participant activity that may be devoted to personal topics (including, for example, lunch). Employer acknowledges that the Online Services are intended to increase Participant morale and productivity by providing ready access to useful resources on topics that may be draining Participant energy and attention. Employer further acknowledges that in some circumstances, the only safe or convenient access to the Online Services might be on the work site or during work hours (e.g. in cases of domestic abuse). Employer agrees to develop its policy on use of the Online Services during work hours and using Employer equipment and to communicate that policy to its Participants during the course of communicating the availability of the Online Services. 4. Communications Materials Employer agrees that any of its communications with its Participants or with any other third party describing the Online Services will be consistent with the Online Services descriptions supplied by CIGNA Behavioral and/or the entity hosting the Online Services ( "Online Services Provider "). 5. Copyright Employer acknowledges that the Online Services Provider has copyright interests in the material available through the Online Services. Employer acknowledges further that the material available through the Online Services is not to be considered in the public domain, or to be other than a published work with all rights reserved under the Intellectual Property Laws. Employer agrees not to remove any copyright notices in favor of the Online Services Provider on any electronic or hardcopy materials. Employer agrees not to copy the material available through the Online Services for any purpose whatsoever, except as may be necessary to a) make purchase decisions concerning the Online Services or b) communicate the availability of the Online Services to Participants. (By way of example and not by way of limitation, Employer shall not copy materials off the Online Services and use them as handouts during employee and/or manager training programs unless the materials are specifically so marked as available for such use.) Employer agrees not to take any action inconsistent with the copyright and trademark ownership rights of the Online Services Provider related to the Online Services. 6. Limitations of Liability NEITHER CIGNA BEHAVIORAL NOR THE ONLINE SERVICES PROVIDER MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE ONLINE SERVICES, AND BOTH CIGNA BEHAVIORAL AND THE ONLINE SERVICES PROVIDER EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ALL WARRANTIES OF MERCHANTABILITY AND WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE ONLINE SERVICES. NEITHER CIGNA BEHAVIORAL NOR THE ONLINE SERVICES PROVIDER SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM THE USE OF THE ONLINE SERVICES. EXHIBIT 2 EMPLOYER ACCOUNT SERVICES Employer is entitled to utilize, for the delivery of the Employer Account Services listed below, the number of hours set forth on the then effective Cover Sheet to this Agreement in each twelve month period from the Effective Date of this Agreement. Pro -rata adjustments in this number of hours may be computed pursuant to Section 2.5 of this Agreement. * Employee Orientation Sessions * Management/Supervisory Training Sessions * Educational /Wellness Seminars * Critical Incident Response Services * Other Employer Account Services - Employer Account Services requested by Employer for which CIGNA Behavioral notifies Employer that those services shall be counted against Employer Account Services' hours, including but not limited to, executive briefings, reduction in workforce counseling, and Employer's on -site EAP promotional activities conducted by CIGNA Behavioral EAP managers or CIGNA Behavioral contracted EAP affiliates. Delivery of these Employer Account Services shall be as agreed upon by the parties. In the event Employer does not utilize or only partially utilizes these Employer Account Services' hours during the twelve (12) month period to which they relate, Employer shall not be entitled to any refund or account credit, or to carry those hours forward. If Employer cancels its request for these services or reduces the number of hours initially requested after an independent provider has been secured by CIGNA Behavioral, CIGNA Behavioral shall deduct that number of hours the provider had been secured from Employer Account Services' hours. Additional Employer Account Services' hours may be purchased by Employer from CIGNA Behavioral at CIGNA Behavioral's then current fee - for - service rates for such Employer Account Services. Delivery of these additional Employer Account Services' hours shall be as agreed upon by the parties. EXHIBIT 3 EAP COMMUNICATION MATERIALS Employee Brochures: a. For the initial twelve (12) month period from the Effective Date of this Agreement: 1 for each employee eligible for EAP services. b. In each subsequent twelve (12) month period of this Agreement: 1 for 40% of employees eligible for EAP services. Participant Wallet Cards: 2 for each employee Poster: 1 poster for every 100 employees at each Employer location In the event Employer does not utilize or only partially utilizes these EAP Communication Materials during the twelve (12) month period to which they relate, Employer shall not be entitled to any refund or account credit, or to carry any quantities forward. EXHIBIT 4 MENU OPTIONS**** This page intentionally left blank. * * ** Only those additional Menu Options purchased by Employer will be listed on this page. EXHIBIT 5 PRIVACY ADDENDUM I. GENERAL PROVISIONS Section 1. Effect. Effective as of , 200, the terms and provisions of this Addendum are incorporated in and shall supersede any conflicting or inconsistent terms and provisions of the Agreement for Employee Assistance Program Services to which this Addendum is attached, including all exhibits or other attachments thereto and all documents incorporated therein by reference (the "Agreement "), except for any provisions of the Agreement which are more stringent regarding the use or disclosure of PHI by CIGNA Behavioral than this Addendum. Any such more stringent provisions in the Agreement shall prevail over this Addendum. This Addendum sets out terms and provisions relating to the use and disclosure of protected health information without written authorization from the individual. Section 2. Amendment. CIGNA Behavioral, Employer (also referred to as "Plan Sponsor ") and the Group Health Plan that is the subject of the Agreement (also referred to as "the Plan ") agree to amend this Addendum to the extent necessary to allow either CIGNA Behavioral or the Group Health Plan to comply with the Privacy Rules (45 C.F.R. Parts 160 and 164), the Standards for Electronic Transactions (45 C.F.R. Parts 160 and 162) and the Security Standards (45 C.F.R. Part 142) (collectively, the "Standards ") promulgated or to be promulgated by the Secretary and all other applicable regulations or statutes. CIGNA Behavioral, Employer and the Group Health Plan will fully comply with all applicable Standards and will amend this Addendum to incorporate any material required by the Standards. Section 3. Definitions. Capitalized terms used herein without definition shall have the respective meanings assigned to such terms in Part IV of this Addendum. H. OBLIGATIONS OF CIGNA BEHAVIORAL Section 1. Use and Disclosure of Protected Health Information. CIGNA Behavioral may use and disclose Protected Health Information, ( "PHI ") only as required to satisfy its obligations or as permitted under the Agreement, or as permitted or required by law, but shall not otherwise use or disclose any Protected Health Information. CIGNA Behavioral shall not use or disclose, and shall ensure that its directors, officers and, employees do not use or disclose, Protected Health Information in any manner that would constitute a violation of the Privacy Standards if done by the Group Health Plan, except that CIGNA Behavioral may use and disclose Protected Health Information (i) for the proper management and administration of CIGNA Behavioral, (ii) to carry out the legal responsibilities of CIGNA Behavioral or (iii) to provide Data Aggregation services relating to the health care operations of the Group Health Plan. Section 2. Disclosure of Protected Health Information to Group Health Plan Sponsor. (a) The Group Health Plan acknowledges and agrees that the Privacy Rules allow the Group Health Plan to permit CIGNA Behavioral to disclose or provide access to PHI, other than Summary Health Information, to the Plan Sponsor only after the Plan Sponsor has amended its plan documents to provide for the permitted and required uses and disclosures of PHI and to require the Plan Sponsor to provide a certification to the Plan that certain required provisions have been incorporated into the Plan documents before the Plan may disclose, either directly or through a business associate, such as CIGNA Behavioral, any PHI to the Plan Sponsor. The Group Health Plan hereby warrants and represents that no PHI will be provided to the Plan Sponsor nor to any of its employees, agents or other persons under its control. Therefore no such Plan document amendments have been made nor any such certification received from the Plan Sponsor. Section 3. Other Information to Plan Sponsor or Plan. Upon the written request of Plan or Plan Sponsor, CIGNA Behavioral will provide certain other information including, but not limited to, information about CIGNA Behavioral's arrangements with health care providers ( "Other Information ") to Plan Sponsor's designated employee. Plan Sponsor acknowledges that in receiving Other Information under these provisions, it acts in its capacity as Plan Administrator, as that term is defined by the Employee Retirement Income Security Act of 1974, as amended. Other Information will be kept confidential and will be used by Plan Sponsor solely for the purpose of satisfying its fiduciary responsibilities with respect to administration of the Plan, and will be handled and maintained in accordance with all fiduciary obligations owed to participants in the Plan. Section 4. Safeeuards Aeainst Misuse of Information. CIGNA Behavioral agrees that it will use appropriate safeguards to prevent the use or disclosure of Protected Health Information other than as allowed under the terms and conditions of this Addendum or as permitted or required by law. Section 5. Reaortine of Violations. CIGNA Behavioral shall report to the Group Health Plan any use or disclosure of the Protected Health Information not provided for by this Addendum of which it becomes aware. Section 6. Disclosures to and Aereements by Third Parties. (a) CIGNA Behavioral shall ensure that each agent and subcontractor to whom it provides PHI received from the Plan, or created by CIGNA Behavioral on behalf of the Plan agrees to substantially similar restrictions and conditions with respect to Protected Health Information that apply to CIGNA Behavioral pursuant to this Addendum. (b) Upon Group Health Plan's or Employer's written request, CIGNA Behavioral will provide Protected Health Information and /or Other Information to certain designated third - parties who assist in administering the Plan and are authorized by the Group Health Plan to receive such information ( "Designated Third Parties ") solely for the purpose of assisting in the carrying out of Plan administration functions. Such parties may include, but are not limited to, third -party administrators, consultants, brokers, auditors, successor administrators or insurers, and stop -loss carriers. Group Health Plan shall enter into and maintain an agreement with each agent and subcontractor or other third party to which it directs CIGNA Behavioral to disclose PHI under which such agent, subcontractor or other third party is legally bound by substantially similar restrictions with respect to Protected Health Information that apply to CIGNA Behavioral pursuant to this Addendum. (c) It is acknowledged and agreed that the Privacy Rules require the Group Health Plan to maintain policies and procedures to ensure that any PHI that it uses, requests or discloses be no more than the minimum necessary to accomplish the intended purpose. The Group Health Plan hereby warrants and represents that any requests that it makes for PHI to be disclosed to it or to any third parties will be for no more than the minimum amount necessary for the intended purpose. (d) Any other provision of this Addendum notwithstanding, CIGNA Behavioral may decline to disclose to any third party any information which the Agreement provides may not be disclosed to the Employer. Section 7. Access to Information. (a) Request made to the Plan. When an individual requests access to PHI contained in a designated record set and such request is made directly to the Plan or Employer, the Plan shall so notify CIGNA Behavioral within two (2) business days of receipt of such request. CIGNA Behavioral shall make such PHI available directly to the Participant within the time required in 45 C.F.R. Section 164.524. (b) Request made to CIGNA Behavioral. If a Participant directs a request for access to PHI contained in such designated record set to CIGNA Behavioral, CIGNA Behavioral will provide the PHI to the individual within the time required in 45 C.F.R. Section 164.524. (c) Responsibility for denials and responding to requests. In the case of either subsection (a) or (b) above, the Plan delegates to CIGNA Behavioral the duty to determine, on behalf of the Plan, whether to deny access to PHI requested and the duty to provide any required notices and review. (d) Agent for the Plan. It is understood and agreed that in all activities performed pursuant to this section, CIGNA Behavioral acts as agent of and on behalf of the Plan and /or Employer. When responding to an individual's request for access, it may inform such individual of that fact and that there may be other PHI about that individual created or maintained by the Plan and/or its other business associates and not included in CIGNA Behavioral's response. CIGNA Behavioral shall not be responsible for performing any of the duties described herein with respect to any such other PHI. Section 8. Availability of Protected Health Information for Amendment (a) Handling of Requests by CIGNA Behavioral. When an individual requests amendment of PHI contained in a designated record set and created or received by CIGNA Behavioral or its subcontractors, and such request is made directly to the Plan or Employer, within two (2) working days of its request, the Plan shall forward such request to CIGNA Behavioral for handling except that the Plan shall retain and handle all requests to the extent that they pertain to individually identifiable health information (i.e. enrollment information) originated by the Plan, Plan Sponsor, or its other business associates. CIGNA Behavioral shall respond to such forwarded requests as well as to any such requests that it receives directly as required by Section 164.526 except that CIGNA Behavioral shall forward to the Plan for handling any requests for amendment of PHI originated by the Plan, Plan Sponsor or its other business associates. (b) Responsibility for denial of request. With respect to those requests handled by CIGNA Behavioral under subparagraph (a) above, the Plan delegates to CIGNA Behavioral the duty to determine, on behalf of the Plan, whether to deny a request for amendment of any PHI and the duty to provide any required notices and review as well as, in the case of its determination to grant such a request, the duty to make any amendments in accordance with the terms of the Privacy Rules. In all other instances, the Plan retains all responsibility for handling such requests, including any denials, in accordance with the Privacy Rules. (c) Amendments by the Plan. Whenever CIGNA Behavioral is notified by the Plan that the Plan has agreed to make an amendment pursuant to such a request which it handles hereunder, CIGNA Behavioral shall incorporate any such amendments in accordance with Section 164.526. (d) Agent for the Plan. It is understood and agreed that in all activities performed pursuant to this section, CIGNA Behavioral acts as agent of, and on behalf of, the Plan and/or Employer. When responding to requests for amendment of PHI, CIGNA Behavioral may inform such individual of that fact and that there may be other PHI about that individual created or maintained by the Plan and /or its other business associates and not included in CIGNA Behavioral's response. CIGNA Behavioral shall not be responsible for performing any of the duties described herein with respect to any such other PHI. Section 9. Accounting of Disclosures (a) Request made to the Plan. When an individual requests an accounting of disclosures pursuant to Section 164.528, and such request is made directly to the Plan or Employer, the Plan shall so notify CIGNA Behavioral within two (2) business days of receipt of such request. (b) Request made to CIGNA Behavioral. If a Participant directs a request for accounting to CIGNA Behavioral, CIGNA Behavioral will provide the accounting to the participant within the time required in 45 CFR Section 164.528. (c) Agent for the Plan. It is understood and agreed that in all activities performed pursuant to this section, CIGNA Behavioral acts as agent of, and on behalf of, the Plan and /or Employer. When responding to requests for an accounting of disclosures, CIGNA Behavioral may inform such individual of that fact and that there may be other disclosures of PHI about that individual made by the Plan and/or its other business associates and not included in CIGNA Behavioral's response. CIGNA Behavioral shall not be responsible for performing any of the duties described herein with respect to any such other PHI or disclosures. Section 10. Other Requests. CIGNA Behavioral shall handle Participant requests made to it for privacy protection for PHI pursuant to the requirements of the Privacy Rules at Section 164.522. Section 11. Processes and Procedures. In carrying out its duties set forth in Sections 11, 7, 8, 9 and 10 above, CIGNA Behavioral may establish procedures and processes for requests from individuals as permitted by the Privacy Rules, including the requirement that requests be made in writing and the creation of a form for use by individuals in making such requests. As appropriate, CIGNA Behavioral shall utilize the same or similar procedures regarding requests from individuals for access to PHI that it applies to its own health care plan administration business. Section 12. Availability of Books and Records. CIGNA Behavioral hereby agrees to make its internal practices, books and records relating to the use and disclosure of Protected Health Information available to the Secretary for purposes of determining the Group Health Plan's compliance with the Privacy Rules. Section 13. Protection of Electronic PHI. With respect to Electronic Protected Health Information, no later than the compliance date for the Security Standards and at all times thereafter CIGNA Behavioral shall: (a) Implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the Electronic Protected Health Information that CIGNA Behavioral creates, receives, maintains, or transmits on behalf of the Plan as required by the Security Standards; (b) Ensure that any agent, including a subcontractor, to whom CIGNA Behavioral provides such information agrees to implement reasonable and appropriate safeguards to protect it; and (c) Report to the Plan any Security Incident of which it becomes aware. III. TERMINATION OF AGREEMENT WITH CIGNA BEHAVIORAL Section 1. Termination Upon Breach of Provisions Anplicable to Protected Health Information. Any other provision of this Agreement notwithstanding, this Agreement may be terminated by the Group Health Plan upon ten (10) business days prior written notice to CIGNA Behavioral in the event that CIGNA Behavioral materially breaches any obligation of this Addendum and fails to cure the breach within such ten (10) day period; provided that in the event that termination of this Agreement is not feasible, in the Group Health Plan's sole discretion, CIGNA Behavioral hereby acknowledges that the Group Health Plan shall have the right to report the breach to the Secretary. Section 2. Use of Protected Health Information upon Termination. The parties hereto agree that it is not feasible for CIGNA Behavioral to return or destroy PHI at termination of this Agreement, therefore, the provisions of this Addendum shall survive termination of this Agreement and CIGNA Behavioral shall limit any further uses and disclosures of such PHI to the purpose or purposes which make the return or destruction of such PHI infeasible. IV. DEFINITIONS FOR USE IN THIS ADDENDUM "Data Aggregation" shall mean the combining of Protected Health Information by CIGNA Behavioral with the Individually Identifiable Health Information created or received by CIGNA Behavioral in its capacity as a business associate of another covered entity, to permit data analyses that relate to the health care operations of the Group Health Plan and the other covered entity. "Designated Record Set" shall mean the, payment, claims adjudication, and case or medical management record systems maintained by or for the Group Health Plan, or used, in whole or in part, by or for the Group Health Plan to make decisions about individuals. As used herein the term "Record" means any item, collection, or grouping of information that includes Protected Health Information and is maintained, collected, used, or disseminated by or for the Group Health Plan. "Electronic Protected Health Information" shall mean PHI that is transmitted by or maintained in electronic media as that term is defined in 45 CFR 160.103 "Group Health Plan" shall mean the Group Health Plan (as defined in the Employee Retirement Income Security Act of 1974, as amended, (ERISA) at 29 U.S.C. §1191b(a)) maintained by the Plan Sponsor that is identified in this Agreement as the health Plan for or on behalf of which CIGNA Behavioral is obligated to perform any function or activity involving the use or disclosure of Protected Health Information pursuant to this Agreement. "Individually Identifiable Health Information" shall mean information that is a subset of health information, including demographic information collected from an individual, and: (i) is created or received by a health care provider, Health Plan, health care clearinghouse (as those terms are defined in the Privacy Standards), or employer; and (ii) relates to the past, present, or future physical or mental health or condition of an individual; the provision of health care to an individual; or the past, present or future payment for the provision of health care to an individual; and (a) identifies the individual, or (b) with respect to which there is a reasonable basis to believe the information can be used to identify the individual. "Privacy Standards" shall mean the Standards for Privacy of Individually Identifiable Health Information, 45 C.F.R. Parts 160 and 164. "Protected Health Information" shall mean Individually Identifiable Health Information transmitted or maintained in any form or medium that CIGNA Behavioral creates or receives from or on behalf of the Group Health Plan in the course of fulfilling its obligations under this Agreement. "Protected Health Information" shall not include (i) education records covered by the Family Educational Rights and Privacy Act, as amended, 20 U.S.C. §1232g, and (ii) records described in 20 U.S.C. §1232g(ax4)(B)(iv). "Secretary" shall mean the Secretary of the United States Department of Health and Human Services. "Security Incident" shall have the same meaning as the term "security incident' as set forth in 45 CFR 164.304. "Summary Health Information" shall mean information, that may be Individually Identifiable Information, and (i) that summarizes the claims history, claims expenses, or type of claims experienced by individuals covered by the Group Health Plan; and (ii) from which the information described at 45 C.F.R. § 164.514(b)(2)(i) has been deleted, except that the geographic information described in 45 C.F.R. § I64.514(b)(2)(i)(B) need only be aggregated to the level of a five -digit zip code.