Exhibit 10.103


 


[SEAL]


 


Business Associate Amendment


 


This Amendment (“Amendment”)
supplements and is made a part of the CaliforniaCare Medical Services Agreement
(“Agreement”) dated November 1, 1999 by and between Blue Cross of California
(“Health Plan”) and Professional Care IPA (“Provider”).


 


A.    Health Plan and Provider are parties to the Agreement pursuant to which
Provider provides a service to, or performs a function on behalf of, Health
Plan and, in connection therewith, uses or discloses Protected Health
Information (“PHI”) that is subject to protection under the Health Insurance
Portability and Accountability Act of 1996 (“HIPAA”) and certain regulations
found at 45 CFR Parts 160 through 164 (“HIPAA Regulations”);


 


B.    Health Plan is a Covered Entity as that term is defined in the HIPAA
Regulations.  Provider creates or
receives PHI from or on behalf of Health Plan and is, therefore, a Business
Associate, as defined in the HIPAA Regulations;


 


C.    Pursuant to the HIPAA Regulations, Provider, as a Business Associate of
Health Plan, must agree in writing to certain mandatory provisions regarding
the use and disclosure of PHI; and


 


D.    The purpose of this Amendment is to satisfy the Business Associate
contract requirements as set forth at § 164.504(e) of the HIPAA Regulations, as
they may be amended from time-to-time.


 


NOW, THEREFORE, in
consideration of the mutual promises and covenants contained herein, the
parties agree as follows:


 


1.     Definitions.  Unless otherwise provided in
this Amendment, capitalized terms have the same meaning as set forth in the
HIPAA Regulations.


 


2.     Scope of Use and Disclosure of PHI.  Except as otherwise limited
in this Amendment:


a.     Provider shall use and disclose PHI solely to provide the services, or
perform the functions, described in the Agreement, provided that such use or
disclosure would not violate the HIPAA Regulations if so used or disclosed by
Health Plan.


b.     Provider may use or disclose PHI for the proper management and
administration of Provider or to provide Data Aggregation services to Health
Plan.


 


3.     Obligations of Provider.  In
connection with its use and disclosure of PHI, Provider shall:


a.     Not use or disclose PHI other than as permitted or required by the
Agreement or as Required By Law.


 


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b.     Use reasonable and appropriate safeguards to prevent use or disclosure
of the PHI other than as provided for by this Amendment.


c.     Mitigate, to the extent practicable, any harmful effect that is known
to Provider of a use or disclosure of PHI by Provider in violation of the
requirements of this Amendment.


d.     Report to Health Plan any use or disclosure of the PHI not provided for
by this Amendment of which Provider becomes aware.


e.     Require contractors, subcontractors, and/or agents to whom Provider
provides PHI created or received by Provider on behalf of Health Plan to agree
to the same restrictions and conditions that apply to Provider with respect to
such PHI under this Amendment.


f.      Provide access, within seven
(7) days following Health Plan’s request, to PHI in a Designated Record Set, to Health Plan in order to meet the requirements
under § 164.524 of the HIPAA Regulations. 
If Health Plan and Provider mutually agree, Provider may provide such
access directly to Individual, provided that such access is provided to the
Individual in the time-frames set forth in § 164.524 of the HIPAA Regulations.


g.     Promptly make any amendment(s) to PHI in a Designated Record Set that
the Health Plan directs or agrees to pursuant to § 164.526 of the HIPAA
Regulations at the request of Health Plan.


h.     Make internal practices, books, and records, including, but not limited
to, policies and procedures, relating to the use and disclosure of PHI created
or received by Provider on behalf of Health Plan available to the Secretary,
and to Health Plan, if requested, in a time and manner designated by the
Secretary, for purposes of the Secretary determining Health Plan’s compliance
with the HIPAA Regulations.


i.      Maintain for a period of six (6) years an accounting of all disclosures
of PHI that are required to be maintained under § 164.528 of the HIPAA
Regulations.  Such accounting will
include the date of the disclosure, the name of the recipient, a description of
PHI disclosed and the purpose of the disclosure.


j.      Provide within seven (7) days following Health Plan’s request,
information collected in accordance with Section 3.i. of this Amendment, to
permit Health Plan to respond to a request by an Individual for an accounting
of disclosures of PHI in accordance with § 164.528 of the HIPAA
Regulations.  If Health Plan and
Provider mutually agree, Provider may provide such accounting directly to
Individual, provided that such accounting is provided to the Individual in the
time-frames set forth in § 164.528 of the HIPAA Regulations.


k.     Make reasonable efforts to implement any restriction of the use or
disclosure of PHI that Health Plan has agreed to under Section 4.c. of this
Amendment.


 


4.     Obligations of Health Plan. 
Health Plan shall:


a.     Provide Provider with the notice of privacy practices that Health Plan
furnishes to Individuals in accordance with § 164.520 of the HIPAA Regulations.


 


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b.     Promptly notify Provider of any changes in, or revocation of, permission
by Individual to use or disclose PHI, to the extent that such changes may
affect Provider’s use or disclosure of PHI.


c.     Promptly notify Provider of any restriction to the use or disclosure of
PHI that Health Plan has agreed to in accordance with § 164.522 of the HIPAA
Regulations, to the extent that such restriction may affect Provider’s use or
disclosure of PHI.


d.     Not request Provider to use or disclose PHI in any manner that would
not be permissible under the HIPAA Regulations if so used or disclosed by
Health Plan, unless such use or disclosure is necessary for the purposes of
Data Aggregation or management and administrative activities of Provider under
the Agreement.


e.     Pay Provider five cents ($0.05) per page for all records and documents that
Provider is obligated to provide to Health Plan under the terms of this
Amendment.


 


5.     Termination for Breach.  Upon
Health Plan’s knowledge of a material breach of the terms of this Amendment by
Provider, Health Plan shall, in accordance with the notification requirement
and cure period set forth in the Agreement, provide an opportunity for Provider
to cure the breach or end the violation. 
Health Plan may terminate the Agreement if Provider does not cure the breach
or end the violation within the cure period set forth in the Agreement.


 


6.     Future Confidentiality of PHI. 
Upon the expiration or earlier termination of the Agreement, for any
reason, Provider shall return or destroy all PHI received from Health Plan, or
created or received by Provider on behalf of Health Plan that Provider still
maintains and retain no copies of such PHI; provided that if such return or
destruction of PHI is infeasible, Provider shall provide to Health Plan
notification of the conditions that make return or destruction infeasible and
shall extend the protections of this Amendment to such PHI and limit further
uses and disclosures of such PHI to those purposes that make the return or
destruction infeasible, for so long as Provider maintains such PHI.


 


7.     Amendment.  The parties agree to take
such action to amend this Amendment from time-to-time as is necessary for
Health Plan to comply with the requirements of HIPAA and the HIPAA Regulations.


 


8.     Survival.  The respective rights and
obligations of Provider under Section 6 of this Amendment shall survive the
termination of the Agreement.


 


9.     Interpretation.  Any
ambiguity in this Amendment shall be resolved to permit Health Plan to comply
with the HIPAA Regulations.


 


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10.   Conflict of Terms. 
Whenever the terms of the Agreement and this Amendment are in conflict,
the terms of this Amendment shall control.


 


11.   Other Terms Remain in Force. 
Except as expressly modified by the terms of this Amendment, all of the
terms and conditions set forth in the Agreement shall remain in full force and
effect.


 


Effective
Date.  This Amendment shall be effective on April
14, 2003.


 


IN WITNESS WHEREOF, the
parties have executed this Amendment as of the date(s) set forth below.


 


 


	
  Professional
  Care IPA

  	
  BLUE
  CROSS OF CALIFORNIA

  
	
   

  	
   

  
	
  /s/ Rick Shinto

  	
   

  	
  /s/ Barry Ford

  
	
  Signature

  	
  Signature

  
	
   

  	
   

  
	
  Rick Shinto, MD

  	
   

  	
  BARRY FORD

  
	
  Print Name

  	
  Print Name

  
	
   

  	
   

  
	
  Medical Director

  	
   

  	
  V.P. Network
  Services

  
	
  Title

  	
  Title

  
	
   

  	
   

  
	
  4/28/03

  	
   

  	
  5/8/03

  
	
  Date

  	
  Date

  
				



 


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