court order 2020-1115

COURT ORDER 2020-1115
Transition From DCHHS Electronic Health Record (EHR) System, Greenway Health, Inc., Prime Suites, To Parkland Health & Hospital System’s EMR System, Epic and Interlocal Agreement
with Dallas County Hospital District
On a motion made by Commissioner John Wiley Price, and seconded by Commissioner Dr. Elba Garcia, the following order was passed and adopted by the Commissioners Court of Dallas County, State of Texas:
BRIEFING DATE: October 20, 2020
FUNDING SOURCE: N/A
Be it resolved and ordered that the Dallas County Commissioners Court does hereby
approve the ILA with Dallas County Hospital District and authorize the transition of the DCHHS EHR to Epic under the licensure of Parkland, and associated costs to implement the project for this purpose.
Done in open Court October 20, 2020 by the following vote:
IN FAVOR: County Judge Clay Jenkins, Commissioner Dr. Theresa Daniel, Commissioner JJ Koch, Commissioner John Wiley Price, and Commissioner Dr. Elba Garcia
OPPOSED: None ABSTAINED: None ABSENT: None
Recommended by: Philip Huang, MD, MPH
Originating Department: Health and Human Services
Page 72 of 75
DocuSign Envelope ID: B6F8B5AB-DA92-4CE8-B2FE-CD167B10C28A
Resolution Solicitation/Contract Executive Session Addendum
Transition From DCHHS Electronic Health Record (EHR) System, Greenway
Health, Inc., Prime Suites, To Parkland Health & Hospital System’s EMR System, Epic and Interlocal Agreement with Dallas County Hospital District
Briefing Date: Oct 20 2020 Funding Source: N/A Originating Department: Health and Human Services Prepared by: Erika Ramirez, Recommended by: Philip Huang, MD, MPH, HHS Director BACKGROUND INFORMATION: Dallas County Health and Human Services (DCHHS) Department currently utilizes Greenway Health, Inc., Prime Suite, Electronic Health Record (EHR) system initially approved by Commissioners Court on July 2, 2013 (Court Order No. 2013-1145). DCHHS is proposing transitioning from its current EHR system, Greenway Health, Inc. Prime Suites, to Parkland Health and Hospital System’s (Parkland) Electronic Medical Records (EMR), Epic. The proposed plan entails leveraging Parkland’s Epic Electronic Medical Records (EMR) system through Epic’s Community Connect, amongst Parkland’s other IT services described in Exhibit F, to better support the same patient population. Epic’s enhanced functionalities will enable DCHHS and Parkland to share patient records ensuring better treatment and management of patients common to both parties. Epic’s strong focus on patient engagement and facilitating remote care, along with enhanced layout, easy navigation and customization capabilities, will enable great patient care and effective coordination of patient treatment. OPERATIONAL IMPACT: After the execution of the Inter-Local Agreement (ILA) the proposed transition is planned to be implemented in two (2) phases. Phase I: DCHHS network infrastructure preparedness for EPIC; and Phase II: Epic foundational work for the clinics. Attachment A details DCHHS clinics, patient volume and approximate square footage of clinic space. Exhibit D-1 of the ILA provides preliminary cost estimates for the project. The Project Manager appointed by the Dallas County Information & Technology department will oversee the transition to Epic. Parkland will procure all required equipment, peripherals and licenses to operationalize the project. The project will require one new position, Senior Systems Analyst (IT9) to coordinate between DCHHS Clinics and Parkland, to assist in the implementation of the system, and provide ongoing support for the system. FINANCIAL IMPACT: The estimated start-up cost and year one recurring cost for the project is $1,255,011 and $402,777 respectively, as shown in Exhibit D-1. The estimated cost of servers, storage, integrations, network
and other back-end expenses is $1,873,963 as reflected in Exhibit D-2. The estimated recurring cost for Year two, three and four is $414,861, $427,306 and 440,126 respectively. Dallas County plans on leveraging the Coronavirus Relief Fund funded through the Dallas County CARES Act Relief Funding to the extent allowable for the project to not exceed $1,000,000. DCHHS will seek to identify other sources of funding to offset expenses for the project. Dallas County will fund the balance off expenses to onboard the project as necessary. Cost of the new position is approximately $130,000. LEGAL IMPACT: The Civil Division of the District Attorney's Office has approved the Inter-Local Agreement. PROJECT SCHEDULE: N/A SBE PARTICIPATION: N/A ADMINISTRATIVE PLAN COMPLIANCE: This request is consistent with the County Administrative Plan Vision #2 – “Dallas County is a healthy community”, and is in line with the County IT Strategic Plan Section 5.0 – “Support Continuous Business Process Improvement”. Having this interface will significantly facilitate and automate the sharing of patient information between the County’s two major health services organizations, and reduce the number of issues associated with the generation of, transport of, and tracking the paper records of patients being seen by both organizations. RECOMMENDATION: That the Commissioners Court approve the ILA with Dallas County Hospital District and authorize the transition of the DCHHS EHR to Epic under the licensure of Parkland, and associated costs to implement the project for this purpose. MOTION: On a motion made by TBD, and seconded by TBD, the following order will be voted on by the Commissioners Court of Dallas County, State of Texas: Be it resolved and ordered that the Dallas County Commissioners Court does hereby approve the ILA with Dallas County Hospital District and authorize the transition of the DCHHS to costs associated and Parkland, of the under Epic to EHR licensure implement the project for this purpose. ATTACHMENTS: Briefing Attachment A EPIC - DCHD HHS FINAL CLEAN LL(revised)
§ § §§§§§§§
And Dallas County Hospital District
For Extending IT Services to DCHHS Health Department Clinics
Pursuant to the Texas Government Code, Chapter 791: Interlocal Cooperation Act, this Interlocal Agreement (“Agreement”) is entered into by Dallas County, Texas on behalf of the Dallas County Department of Health and Human Services (“County”) and the Dallas County Hospital District d/b/a Parkland Health & Hospital System (“Parkland”) for support from Parkland to the County regarding the extension of IT products offered by Epic to DCHHS Health Department Clinics.
Whereas, County and Parkland have a history of working together to share capabilities to manage risks to public health; and Whereas, IT capabilities are critical to public health; and Whereas, the ongoing integrated care of individuals in Dallas County is of extreme importance to the community; and Whereas, Parkland has the expertise necessary to assist County in its efforts to leverage IT capabilities to manage the integrated care of individuals in Dallas County; and Whereas, Parkland has a separate contract (license) with and from Epic Systems Corporation and any of its affiliates (collectively “Epic”) that allows Parkland to permit various Community Clinics to become authorized users of Epic software as further described in general terms in Exhibit F, including Electronic Medical Record (“EMR”) and the Community Connect application (collectively “Epic Software”) that is available via a Parkland- established secure connection to its on-premises data center(s) on Parkland’s servers (collectively “Parkland Infrastructure”) via virtual application publishing software; and
Whereas, both Parties wish to bolster each other’s efforts of caring for historically underserved communities in Dallas County; Whereas, this Agreement is intended to establish the agreement between County and Parkland regarding the matters set forth herein;
Now, therefore, County and Parkland (together the “Parties”) acknowledge and agree to the following:
Background County currently uses Greenway, a third-party vendor to support electronic medical record (EMR) functionality. In efforts to better serve the patients of Dallas County, County seeks lawful use of Epic’s Software and Parkland’s IT Services and Supplies described in Exhibit C, to better support the same patient population. Epic’s Community Connect provides an opportunity for Parkland and County to share electronic medical record information via their mutual use of Epic Software, with the goal of providing more informed patient care, reduced costs for Dallas County as a whole, and increased efficiency. The process of installing Epic’s hospital-based software applications at a community clinic involves two main players: the host organization and the community clinic.
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• The host organization (Parkland) is the organization that previously purchased and has an appropriately licensed instance of the necessary Epic Software. During the Community Clinic implementation, the host organization is responsible for communicating project timelines, completing the steps necessary to provide County with access to the Epic Software, and providing Community Clinic personnel the with the Services and Supplies described in Exhibit C.
• The Community Clinics are the 15 County-operated clinic sites identified by name, address and square footage in Exhibit G at which the Workstations described in Exhibit C are installed. The Community Clinics provide care to patients who could also receive services at the host organization. This gives clinicians at both sites a more complete view of the patient’s encounters, allowing for streamlined care delivery, and better-informed clinical decisions.
Understanding
Up to 15 DCHHS Health Department Clinics (“Community Clinics”) specified by DCHHS may access the Epic Software deployed on Parkland Infrastructure. Parkland will provide IT Services and Supplies as described in Exhibit C for those Community Clinics. Existing third-party systems, licenses, and integrations will be supplied by County unless otherwise determined in Exhibit C or through a subsequent Change Order handled under the Change Order provisions of this Agreement. The Parties also contemplate that after the clinic site survey steps are complete, further expenses may be identified that are necessary for successful completion of the Agreement. Any expenses not provided for in this Agreement must be handled by a Change Order through the Change Order provisions of this Agreement. County understands that Parkland will not start work under any Change Order until any necessary approvals are obtained. Third Party Fees: Third-party fees for County are the sole responsibility of County. There will be some third-party licenses, devices, or services that may need to be adopted to properly integrate with Epic Software and/Parkland Infrastructure. County will pay Parkland on a Change Order basis if it asks Parkland to provide integration assistance. If more third-party products are discovered during the project discovery phase, County shall follow the Change Order process. Software Usage: County agrees to comply with all Epic data use policies and requirements in connection with use of the Epic Software. Change in Location: Any change in Community Clinic location must be agreed to by both Parties in writing and if further Parkland Infrastructure, Services or Supplies as described in Exhibit C are required, follow a formal Change Order process, which shall provide sufficient time and payment to accommodate the change. Data: All data provided to County by Parkland shall be necessary for patient care and treatment, the health care operations of County and/or Parkland, and/or required State or Federal reporting. All requests outside these parameters shall go through a formal and documented request process through the Parkland Enterprise Data Services department within the Parkland Information Technologies Division. This includes but is not limited to reports, dashboards, extracts, work queues, data models, work with 3rd party vendors, and/or predictive models. These requests must have a Data Use Agreement (DUA) with similar terms to those shown in Exhibit B or as otherwise mutually agreed to by the Parties. Security Standards: County must comply with all Parkland’s IT security standards and best practices when using the Workstations and Parkland Infrastructure to access the Epic Software. This includes on-boarding processes, training requirements and periodic audits. Non-compliance will result in denied access to the Parkland Infrastructure and network connection required to access the Epic Software. Parkland Provided Support: Parkland will provide IT project support and ongoing IT Services and Supplies support (through tier 1 and tier 2) Monday – Friday from 8:00 am to 5:00pm, as further described in Exhibit C Cost: Parkland will issue an invoice to the County for the actual costs of provision of the Services and Supplies described in Exhibit C and D, including all costs expended to provide project management, implementation, network interfacing, Parkland Infrastructure, deployment, training, triage, and/or providing break/fix support for the Parkland-provided in-scope
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IT Services and Supplies described in Exhibit C for the Community Clinic sites. County will be responsible for any costs incurred by County and Parkland will have no obligation to cover or reimburse County for any incurred cost. Both Parkland and County acknowledge that the estimated overall cost for the implementation and operation of the agreement contemplated herein is forecasted to be $3,550,000 in the first year regardless of the amount paid to Parkland. This is an estimate based on the experience of Parkland in the implementation of the Epic network to the existing Parkland COPC clinic system. This value is based on the information known at this time but could be either higher or lower depending on the final assessment. Both Parkland and County acknowledge that this value is representative of costs and could vary based on the actual costs incurred at the time. Parkland will strive to keep the cost within the $ 3,550,000 estimate however County acknowledges that this is an estimate and the actual cost may vary. The first-year fee will be broken down as follows:
• $ 1,657,788.20 (Exhibit D – 1) Invoiced upon execution of the agreement. Invoice will be due within 30 days of execution of the agreement. No work will proceed until funds are received by Parkland.
• ESTIMATED $ 1,873,963 (Exhibit D – 2) Invoiced at actual cost upon completion of the work to allow 15 Community Clinics (Exhibit G) to access the Parkland Epic software via the Parkland Infrastructure. All costs incurred in this aspect of the project will be documented through the change order process. Invoice will contain actual cost supporting documentation to justify the amount of the final invoice. Invoice will be due within 30 days of invoice date. If County disputes the justification of costs provided in the invoice the full amount will be paid by County to Parkland per the invoice due date. Parkland and County will mutually work together to resolve any discrepancies within the documentation. Upon mutual resolution any amounts due or owing between the parties will be paid/reimbursed.
The Parties agree that County will pay Parkland annual maintenance and support costs at an estimated $414,862.00 for year two with the exact amount to be determined and mutually agreed upon by the Parties no later than August 1, 2021. The annual maintenance and support costs will be reviewed and mutually agreed to in successive years on or before August 1 of each year through the term and any renewals, extensions or amendments, which determination and agreement will take place during the development of the parties respective Fiscal Year budgets. Invoices for annual maintenance will be billed for the full year in a single invoice on October 1 of each year and will be due and payable in full within 30 days of invoice date. All invoices submitted by Parkland to County for any work will be due and payable within 30 days of the date of invoice. Political Subdivision of the State of Texas: Parties acknowledges that the Parkland is a political subdivision of the State of Texas. Notwithstanding anything in the Agreement to the contrary, Parkland shall have the right, upon failure of the governing body of Parkland and/or the Dallas County Commissioners Court to appropriate finances to meet the terms and obligations herein, to terminate the Agreement for Parkland’s convenience pursuant to Section 20.4 as of the effective date of such lack of fiscal funding County Point of Contact: County’s point-of-contact will be responsible for receipt, approval, and payment of the invoices. Parkland may submit invoices to the point of contact: Ganesh Shivaramaiyer, [email protected]. All other notices shall go to:
Dr. Philip Huang Dallas County Health and Human Services 2377 N. Stemmons Fwy Dallas, TX75207
Change Orders
• In the event that any services or products not included in this Agreement are requested by the County, or if a deliverable contained herein is altered, a change order will be processed. This change order will outline the new scope of work, duration, impacts to current timeline, and costs. County agrees to follow the change order process as reflected in Exhibit E.
• Change order process must be agreed upon up front to control scope and ensure costs are accounted for as the Parties encounter add-ons, unknowns, and misses. County will identify the single point of contact within County that will be responsible for review, approval, and execution of all change orders.
• Added services/labor hours shall be handled on a time and materials basis. • 3rd party costs (licenses, service, interfaces, volume-based increases, etc.) will be handled directly and paid by
the County or by a pass through from Parkland where it has an agreement with a third party vendor that allows provision of the vendor’s services, products or supplies to County. These shall be handled through the change order process as they are discovered during the project discovery phase.
Term. This Agreement is effective as of the last signature and will remain in effect for four (4) years subject to Fiscal Funding by the Commissioners’ Court subsequent to the Agreement’s first year. This Agreement may be terminated by either Party upon: (1) Epic’s notification to Parkland and Parkland’s subsequent notification to County that either Parkland or Community Clinics may not use the Epic Software; (2) 30 days’ prior written notice; or (3) the County notifying Parkland that the Commissioners’ Court has declined to provide funding for the next fiscal year, with any termination being effective on the last date of the notice period. County will be responsible to reimburse Parkland for all costs incurred until the effective date of the written notice. Parkland also has the right to suspend or terminate access for any user and any or all of the Community Clinics if Parkland determines, in its sole discretion, that there is a violation of Parkland’s IT and/or HIPAA policies; a security threat to the Parkland Infrastructure or network; or a violation of the terms governing use of the Epic Software. Amendment. The Parties may amend this Agreement in a subsequent written document signed by each Party’s duly authorized representatives. Entire Agreement. This Agreement (with all referenced exhibits, attachments, and provisions incorporated by reference) embodies the entire agreement of the Parties, superseding all oral or written previous and contemporary agreements between the Parties relating to matters set forth in this Agreement. Except as otherwise provided elsewhere in this Agreement, this Agreement cannot be modified unless in writing and signed by all Parties. The Parties will perform their respective obligations under this Agreement in accordance with the terms hereof and all applicable federal, state, and local laws, rules, and regulations. Indemnification. County and Parkland, including their respective employees and elected officials, agree that each shall be responsible for its own negligent acts or omissions or other tortious conduct or its own violation of regulation or statute in the course of performance of this MOU, without waiving any governmental immunity available to County or Parkland under Texas and other applicable laws, and without waiving any available defenses under Texas and other applicable laws. Nothing in this paragraph shall be construed to create or grant any rights, contractual or otherwise, in or to any third persons or entities. Sovereign Immunity. This Agreement is expressly made subject to Parkland and County’s sovereign immunity, Title 5 of the Texas Civil Remedies Code and all applicable state and federal law. The Parties expressly agree that no provision of this Agreement is in any way intended to constitute a waiver of any immunities from suit or from liability that the Parties have by operation of law. Nothing in this Agreement is intended to benefit any third-party beneficiary. LIMITATION OF LIABILITY. NOTWITHSTANDING ANY OF THE FORGOING, PARKLAND SHALL NOT BE RESPONSIBLE FOR ANY LOST PROFITS, LOST REVENUE OR OPPORTUNITIES, DOWNTIME OR ANY CONSEQUENTIAL DAMAGES OR COSTS RESULTING FROM ANY CLAIM OR CAUSE OF ACTION BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTORY VIOLATION OR OTHER LEGAL THEORY IN ANY WAY RELATED TO THE SERVICES AND SUPPLIES DESCRIBED IN
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THIS AGREEMENT AND ITS EXHIBIT C OR THE EPIC SOFTWARE. IN NO EVENT SHALL PARKLAND’S AGGREGATE LIABILITY TO COUNTY AND ANY THIRD PARTY WHO CLAIMS THROUGH COUNTY EXCEED THE AMOUNT ACTUALLY PAID PURSUANT TO THE TERMS OF THIS AGREEMENT BY COUNTY TO PARKLAND IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT(S) GIVING RISE TO THE CLAIM. Relationship of Parties. Each Party hereto shall be, and at all times will remain, an independent contractor and will not represent itself to be the agent, joint venture, or partner of the other Party or related to such Party. No representations will be made, or acts done by any Party which would establish any apparent relationship of agency, joint venture, or partnership. The provisions of this Section shall survive expiration or other termination of this Agreement, regardless of the cause of such termination. Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be considered as if such invalid, illegal, or unenforceable provision had never been contained in this Agreement.
Miscellaneous Parties shall act in accordance with the attached Exhibit A: Business Associate Agreement, incorporated by reference for all purposes. Any and all public use of the name and/or logo of either Party in print or digital format shall only be as required for the public health response support provided under this Agreement and any other use shall be in accordance with specific written agreement of the Parties. Any intellectual property created by Parkland or its affiliated entities in carrying out the understanding set forth in this Agreement will be solely owned by Parkland. County will execute and cause its employees or agents to execute any documents reasonably requested by Parkland in order for Parkland to assert a claim to and protect such intellectual property. County acknowledges that it remains fully responsible for all legal compliance related to its patients’ electronic PHI and providing them access to electronic PHI when the County owes a legal duty to provide it to a requesting party. The Effective Date of this Agreement, the Business Associate Agreement (Exhibit A) and the Data Use Agreement (Exhibit B) is the last date on which any Party signs as reflected below. The Parties acknowledge that the Agreement must be approved by the Dallas County Commissioners’ Court, and that should it fail to be approved, the Agreement will be rescinded by mutual consent.
Signatures on following page.
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Dallas County: Dallas County Hospital District: ____________________________ ________________________________ Signature Signature ________________________________ Printed Name Printed Name ________________________________ Title Title ____________________________ ________________________________ Date Date Recommended by: _____________________________ Philip Huang, MD, MPH Director, DCHHS *Approved as to Form: JOHN CREUZOT District Attorney _____________________________ Lacey B. Lucas Assistant District Attorney Dallas County DA’s Office, Civil Division *By law, the District Attorney’s Office may only advise or approve contracts or legal documents on behalf of its clients. It may not advise or approve a contract or legal document on behalf of other parties. Our review of this document was conducted solely from the legal perspective of our client. Our approval of this document was offered solely for the benefit of our client. Other parties should not rely on this approval and should seek review and approval by their own respective attorney(s).
Digitally signed by /s/ Lacey Lucas #385 Date: 2020.10.19 08:38:22 -05'00'
Philip Huang
EXHIBIT A
BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement (“Agreement”) is entered into by and between the Dallas County Hospital District d/b/a Parkland Health & Hospital System, a political subdivision of the State of Texas (“Business Associate”) and Dallas County, on behalf of Dallas County Health and Human Services, 2377 N. Stemmons Freeway, Dallas, Texas 75207 (“Covered Entity”). Whereas, Covered Entity and Business Associate have entered or are entering into an Interlocal Agreement and a Data Use Agreement and/or other documented arrangements, (collectively, “Business Arrangements”) that require Business Associate to access health information that is protected by state and/or federal law, Now therefore, Covered Entity and Business Associate agree as follows:
1.0 Definitions.
1.1 Breach. “Breach” shall mean the acquisition, access, use or disclosure of Protected Health Information in a manner not permitted by the Privacy Rule that compromises the security or privacy of the Protected Health Information as defined, and subject to the exceptions set forth in 45 C.F.R. Section 164.402.
1.2 Designated Record Set. “Designated Record Set” shall mean a group of records maintained by or for a Covered Entity that is: (i) the medical records and billing records about Individuals maintained by or for a covered health care provider; (ii) the enrollment, payment, claims adjudication, and case or medical management record systems maintained by or for a health plan; or (iii) used, in whole or in part, by or for the covered entity to make decisions about Individuals. For purposes of this definition, 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 a covered entity.
1.3 Discovery of Breach. “Discovery of Breach” shall have the same meaning given to such term under the
Privacy Rule, including, but not limited to, 45 CFR 164.410.
1.4 HITECH. “HITECH” means the Health Information technology for Economic and Clinical Health Act and its implementing regulations (collectively “HITECH”), adopted as part of the American Recovery and Reinvestment Act of 2009, 42 U.S.C. 17921-17954.
1.5 Individual. "Individual" shall have the same meaning as the term "Individual" in 45 CFR 160.103 and shall include a person who qualifies as a personal representative in accordance with 45 CFR 164.502(g).
1.6 MRPA. “MRPA” shall mean the Texas Medical Records Privacy Act, as codified in Section 181 et seq. of the
Texas Health and Safety Code and as implemented through regulations including the Standards Relating to the Electronic Exchange of Health Information, codified at Title 1, Section 390.1 et seq. of the Texas Administrative Code.
1.5 Privacy Rule. "Privacy Rule" shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 CFR Part 160 and Part 164, Subparts A and E.
1.6 Protected Health Information. "Protected Health Information" or “PHI” shall have the same meaning as the term "protected health information" in 45 CFR 160.03, limited to the information created or received by Business Associate from or on behalf of Covered Entity.
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1.7 Required By Law. "Required By Law" shall have the same meaning as the term "required by law" in 45 CFR 164.103.
1.8 Secretary. "Secretary" shall mean the Secretary of the Department of Health and Human Services or his designee.
1.9 Security Incident. “Security Incident” shall have the meaning given to such term under the Security Rule, including, but not limited to, 45 CFR Section 164.304 but does not include minor incidents that occur on a daily basis, such as scans, “pings”, or unsuccessful random attempts to penetrate computer networks or servers maintained by Business Associate.
1.10 Security Rule. “Security Rule” shall mean the Security Standards for the Protection of Electronic Protected Health Information at 45 CFR Part 160 and Part 164, Subparts A and C.
1.11 Subcontractor. “Subcontractor” shall have the same meaning as the term “subcontractor” in 45 C.F.R. §160.103.
1.12 Unsecured Protected Health Information. “Unsecured Protected Health Information” shall mean Protected Health Information that is not rendered unusable, unreadable, or indecipherable to unauthorized individuals, through the use of technology or methodology, and subject to the Privacy Rule at 45 CFR Section 164.402, as applied to the information created or received by Business Associate from or on behalf of Covered Entity.
1.13 Terms used but not otherwise defined in this Agreement shall have the same meanings as set forth in the
Privacy Rule or the Security Rule.
2.0 Use and Disclosure of Protected Health Information.
2.1 Covered Entity and Business Associate agree to comply with the requirements of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and HIPAA’s implementing regulations, Title 45, Parts 160 and 164, Subparts A and E of the Code of Federal Regulations (the “Privacy Rule”), the Security Rule, the requirements of HITECH with respect to privacy, security and breach notification (the “HITECH BA Provisions”), and the MRPA.
2.2 The HITECH BA Provisions which are required to be incorporated by reference in a business associate agreement are hereby incorporated as of the dates as may be specified in the applicable HITECH BA Provisions or the implementing regulations.
2.3 Business Associate agrees to not use or disclose PHI other than (i) as permitted or required by this Agreement or in the Business Arrangements, (ii) as required by applicable law, or (iii) as otherwise authorized in writing by Covered Entity. Business Associate will not sell PHI or use or disclose PHI for marketing or fundraising purposes as set forth in the HITECH Act.
3.0 Permitted Uses and Disclosures by Business Associate.
3.1 Except as otherwise described in this Section 3, Business Associate may use or disclose PHI only to the extent necessary to perform the functions, activities, or services for, or on behalf of, Covered Entity as specified in the Business Arrangements.
3.2 Business Associate may use and/or disclose PHI as Required By Law; or 3.3 Business Associate may use PHI to report violations of law to appropriate Federal and State authorities
consistent with 45 CFR 164.502(j)(1). 3.4 Business Associate may disclose PHI for the proper management and administration of business associate
or to carry out the legal responsibilities of the Business Associate, provided the disclosures are Required by Law, or Business Associate obtains reasonable assurances from the person to whom the information is
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disclosed that the information will remain confidential and used or further disclosed only as Required by Law or for the purposes for which it was disclosed to the person, and the person notifies Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached.
3.5 Except as otherwise limited in this Agreement, Business Associate may use PHI to provide Data Aggregation services to Covered Entity as permitted by 45 CFR 164.504(e)(2)(i)(B).
3.6 Business Associate may not use or disclose PHI inconsistent with any Notice of Restriction that is delivered by Covered Entity to Business Associate during the term hereof, setting forth a specific restriction granted to an Individual regarding their PHI.
3.7 Business Associate may not use or request more than the minimum necessary PHI to perform the services under this Agreement. Business Associate shall be responsible for advising Covered Entity what is the minimum necessary PHI required by Business Associate to perform the services.
4.0 Business Associate Safeguards.
4.1 In the event that Business Associate and Covered Entity exchange PHI electronically, Business Associate
shall use appropriate administrative, technical and physical security measures to preserve the confidentiality, integrity and availability of all electronically maintained or transmitted PHI received from, or on behalf of, Covered Entity.
4.2 Business Associate shall report to Covered Entity any Security Incident of which Business Associate becomes aware.
4.3 Business Associate’s security measures must be consistent with the Security Rule. 5.0 Subcontractors and Agents. If Business Associate is permitted to subcontract under the Business
Arrangements, and if Business Associate provides any PHI which was received from, or created for or received by Business Associate on behalf of Covered Entity, to a Subcontractor, then Business Associate shall require the Subcontractor to agree in writing to substantively the same restrictions and conditions as are imposed on Business Associate by this Agreement.
6.0 Duty to Mitigate. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is actually known to Business Associate of a misuse or unauthorized disclosure of PHI by Business Associate in violation of the requirements of this Agreement.
7.0 Duty to Report.
7.1 Business Associate agrees to report to Covered Entity any use or disclosure of PHI not provided for by the Agreement of which it becomes aware, including breaches of unsecured PHI as required at 45 C.F.R. 164.410, and any security incident of which it becomes aware.
7.2 Covered Entity will be responsible for providing notification to Individuals whose unsecured PHI has been
disclosed, as well as the Secretary and the media, as required by the HITECH Act.
8.0 Duty to Produce Internal Practices, Books and Records. Business Associate agrees to make internal practices, books, and records, including policies and procedures and PHI, relating to the use and disclosure of PHI received from, or created or received by Business Associate on behalf of Covered Entity available to the Secretary of Health and Human Services (“Secretary”), in a time and manner as designated by the Secretary, for purposes of determining Covered Entity’s compliance with the Privacy Rule. If directed and permitted by the Secretary, Business Associate shall notify Covered Entity of communications with the Secretary regarding PHI provided by or created by Covered Entity and shall provide Covered Entity with copies of any information Business Associate has made available to the Secretary under this provision.
9.0 Duty to Account for Disclosures. Business Associate agrees to maintain and make available the information
required to provide an accounting of disclosures to the Covered Entity as necessary to satisfy the Covered Entity’s obligations under 45 C.F.R. 164.528.
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10.0 Duty to Provide Access to PHI. Business Associate agrees that if it maintains a Designated Record Set for
Covered Entity that is not maintained by Covered Entity, it will permit an Individual to inspect or copy PHI about the Individual in that set as directed by Covered Entity to meet the requirements of 45 C.F.R. § 164.524 and Section 181.102 of the MRPA when applicable. If the PHI is in electronic format, the Individual shall have a right to obtain a copy of such information in electronic format and, if the Individual chooses, to direct that an electronic copy be transmitted directly to an entity or person designated by the individual in accordance with HITECH section 13405 (c). Business Associate agrees to notify Covered Entity of any such requests by Individuals within two (2) days from Business Associate’s receipt of such request and to make available to Individual all PHI in Business Associate’s possession or control related to such requests within fifteen (15) days from Business Associate’s receipt of such request. The information shall be provided in the form or format requested if it is readily producible in such form or format; or in summary, if the Individual has agreed in advance to accept the information in summary form. A reasonable, cost-based fee for copying health information may be charged to Individual. If Covered Entity maintains the requested records, Covered Entity, rather than Business Associate shall permit access according to its policies and procedures implementing the Privacy Rule.
11.0 Duty to Amend and Correct PHI. At the direction of Covered Entity and in a time and manner specified by Covered Entity, Business Associate agrees to amend, or correct PHI held by Business Associate and that Covered Entity has determined to be part of Covered Entity’s Designated Record Set.
12.0 Duty to Provide Training. Business Associate shall provide information and training to members of its “workforce”, as defined by 45 CFR §160.103, regarding using or disclosing PHI and the confidentiality requirements of the HIPAA Rules, the MRPA and this Agreement.
13.0 Term and Termination.
13.1 This Agreement shall take effect upon the effective date of the Business Arrangements. 13.2 In addition to the rights established by the Business Arrangements, if Covered Entity reasonably
determines in good faith that Business Associate has materially breached any of its obligations under this Agreement, Covered Entity, in its sole discretion, shall have the right to exercise any or all of the following rights: 13.2.1 Obtain reports, secure access and conduct inspection under this Agreement; 13.2.2 Require Business Associate to submit to a plan of monitoring compliance with this Agreement; 13.2.3 Provide Business Associate with a specified period of time to cure the breach; or 13.2.4 Terminate the Business Arrangements immediately.
13.3 Before exercising any of these options, Covered Entity shall provide written notice to Business Associate describing the violation and the action it intends to take.
14.0 Return or Destruction of PHI. Upon termination, cancellation, expiration or other conclusion of the Business
Arrangements, Business Associate shall:
14.1 Return to Covered Entity or, if return is not feasible, destroy all PHI in whatever form or medium that Business Associate received from or created on behalf of Covered Entity. This provision shall also apply to all PHI that is in the possession of Subcontractors or agents of Business Associate. In such case, Business Associate shall retain no copies of such information, including any compilations derived from and allowing identification of PHI. Business Associate shall complete such return or destruction as promptly as possible, but no more than thirty (30) days after the effective date of the conclusion of this Agreement. Within such thirty (30) day period, Business Associate shall certify on oath in writing to Covered Entity that such return or destruction has been completed.
14.2 If Business Associate believes that the return or destruction of PHI is not feasible, Business Associate
shall provide written notification of the conditions that make return or destruction infeasible. Upon mutual agreement of the Parties that return or destruction is not feasible, Business Associate shall
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extend the protections of this Agreement to PHI received from or created on behalf of Covered Entity, and limit further uses and disclosures of such PHI, for so long as Business Associate maintains the PHI.
15.0 Miscellaneous.
15.1 Automatic Amendment: Upon the effective date of any amendment to the regulations promulgated
by HHS with regard to PHI, this Agreement shall automatically amend so that the obligations imposed on Business Associate remain in compliance with such regulations.
15.2 Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits Covered Entity and Business Associate to comply with the Privacy Rule.
15.3 Survival. The respective rights and obligations of Business Associate under Sections 14 shall survive termination of the Business Arrangements and this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives. Dallas County: Dallas County Hospital District: ____________________________ ________________________________ Signature Signature Clay Lewis Jenkins ________________________________ Printed Name Printed Name Dallas County Judge ________________________________ Title Title Date ___________ ____________ Date ____________________________ Recommended by: _____________________________ Philip Huang, MD, MPH Director, DCHHS *Approved as to Form: JOHN CREUZOT District Attorney _____________________________ Lacey B. Lucas Assistant District Attorney Dallas County DA’s Office, Civil Division *By law, the District Attorney’s Office may only advise or approve contracts or legal documents on behalf of its clients. It may not advise or approve a contract or legal document on behalf of other parties. Our review of this document was conducted solely from the legal perspective of our client. Our approval of this document was offered solely for the benefit of our client. Other parties should not rely on this approval and should seek review and approval by their own respective attorney(s).
Philip Huang
Parkland / County
PURPOSE
This DUA shall be effective on the same effective date as the Parties’ Interlocal Agreement for which this Agreement is an Exhibit, and is made by and between the Dallas County Hospital District d/b/a Parkland Health & Hospital System (“Parkland” or “Covered Entity”) and Dallas County on behalf of the Dallas County Department of Health and Human Services (“County” or “Recipient”) for purposes of complying with the federal Standards for Privacy of Individually Identifiable Health Information set forth at 45 C.F.R. Parts 160 and 164 (the “Privacy Standards”).
The data referenced in the DUA is to be provided to County by Parkland. All data provided to DCHHS by Parkland under this DUA shall be for provided for patient care treatment, health care operations, population health, public health, and/or required State or Federal reporting. Any and all other requests for data outside the scope of this DUA shall go through a formal and documented request process through the Parkland Enterprise Data Services department within the Parkland Information Technologies Division.
This Data Exchange and Use Project (“Project”) is between Covered Entity and County;
RECITALS
WHEREAS, there is an existing Organized Health Care Arrangement (OHCA) between Dallas County Hospital District d/b/a Parkland Health & Hospital System and County for clinical patient care and public health activities;
WHEREAS, Recipient recognizes that Covered Entity is a covered entity under the Administrative Simplification provisions of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and that Covered Entity is required by the Privacy Standards adopted pursuant to HIPAA to protect the privacy of the individually identifiable health information maintained by Covered Entity; WHEREAS, the Privacy Standards permit Covered Entity to disclose a Protected Health Information (“PHI”) and/or a Limited Data Set of information to Recipient for purposes of treatment, health care operations, research and/ or public health reasons; NOW THEREFORE, in consideration of the mutual promises and covenants, herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Any PHI that does not fall within the HIPAA provisions for which no patient Authorization is required (e.g., treatment; health care operations; specified public health purposes) will not be shared between the Parties except under the terms of the Business Associate Agreement and further Data Use Agreements that define the permissible uses and type of data required (e.g., Limited Data Set; deidentification). 2. The Interlocal Agreement is intended to provide the Community Clinics with access to the Epic Software via the Parkland Infrastructure so that the Parties can coordinate care and treatment of their mutual patients. This DUA does not change the intent of the Interlocal Agreement or alter the Parties’ existing relationship with
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respect to advanced data analytics, modeling and related work that is already covered by separate agreements between County and Parkland.
3. Rights to Proprietary Information. Covered Entity retains any and all rights to the proprietary information, confidential information, and/or any Limited Data Set Covered Entity discloses to Recipient.
DALLAS COUNTY HOSPITAL DISTRICT Dallas County D/B/A PARKLAND HEALTH & HOSPITAL By: By: _______________ Name: Clay Lewis Jenkins Name: ______________ Title: Dallas County Judge Title: ______________ Date: Date: ____________________ Recommended by: _____________________________ Philip Huang, MD, MPH Director, DCHHS *Approved as to Form: JOHN CREUZOT District Attorney _____________________________ Lacey B. Lucas Assistant District Attorney Dallas County DA’s Office, Civil Division *By law, the District Attorney’s Office may only advise or approve contracts or legal documents on behalf of its clients. It may not advise or approve a contract or legal document on behalf of other parties. Our review of this document was conducted solely from the legal perspective of our client. Our approval of this document was offered solely for the benefit of our client. Other parties should not rely on this approval and should seek review and approval by their own respective attorney(s).
Philip Huang
EXHIBIT C Parkland Services, Supplies and Estimated Charges
(Charges will be based upon actual costs to Parkland) Capitalized terms used in this Exhibit C and not defined here have the same meaning as provided in the Agreement. Services and Supplies. Parkland will provide the following Services and Supplies to County:
1. Parkland will create a project management plan including projected timelines for provision of the Services and Supplies described in this Exhibit C, which will include the following and such other parameters as the Parties agree upon:
• Survey of up to 15 Community Clinics to determine if they have the technical and physical infrastructure to support the Supplies and Services, use of the Parkland Infrastructure to access and effectively use the Epic Software.
• Identification of needed remedial steps. • If County requests that Parkland undertake the remedial steps and Parkland
agrees to do so, such request will be implemented via a separately payable Change Order handled in accord with the Parties’ Agreement and Exhibit E.
• Assessment of County’s onboarding process for employees which County proposes be given access to the Workstations, the Parkland Infrastructure and Epic Software.
• Communication to County of any additional processes and procedures which must be followed prior to County giving them access to Workstations, Parkland Infrastructure and Epic Software.
• County agrees to follow Parkland’s IT, Privacy and Security Policies in connection with their use of the Workstations, the Parkland Infrastructure and Epic Software.
• IT project management support as described in the Agreement.
2. County will purchase workstations, peripheral devices and secure printers as defined in Exhibit D-1 (collectively “Workstations”) from Parkland as shown in Exhibit D-1. Tech assets purchased separately by County must meet Parkland specifications to ensure secure connectivity and effective use of the Epic Software and will not be repaired by Parkland. The Workstations will be configured by Parkland to provide secure connection to the Parkland Infrastructure and secure and efficient use of the Epic Software within the Parkland environment. However, Parkland does not control the development or upgrades to the Epic Software and thus cannot certify it for any purpose. PARKLAND PROVIDES THE COUNTY’S CONNECTION TO THE EPIC SOFTWARE THROUGH NETWORK CONNECTIONS TO PARKLAND INFRASTRUCURE THAT CONTAINS AN INSTANCE OF THE EPIC SOFTWARE WHICH IS “AS IS” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY
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WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY PARKLAND EMPLOYEE, REPRESENTATIVE OR AGENT WILL CREATE A WARRANTY OF ANY KIND FOR THE EPIC SOFTWARE, NETWORK, PARKLAND INFRASTRUCTURE OR WORKSTATIONS.
3. Parkland will establish secure network connections for the purpose of County accessing the Parkland Infrastructure and using the Epic Software.
4. County will pay Parkland its actual costs, including technician time, for its use of Parkland Infrastructure, hardware, networking and storage.
5. Parkland will provide all network hardware and network maintenance if purchased from Parkland.
6. Parkland will provide maintenance and support for the Workstations if purchased from Parkland.
7. Parkland will provide technical and engineering support for the network and Parkland Infrastructure if purchased from Parkland.
8. Parkland does not provide development of or improvements to the Epic Software, although County will enjoy the benefit of any development of and improvement to the Epic Software that Epic provides to Parkland.
9. Any other IT Services and Supplies support as described in the Agreement, this Exhibit C or a Change Order.
10. Any necessary standard operating procedures (collectively “SOP”) will be agreed to by the Parties and maintained by Parkland.
Annual Cost Year One Estimate
Year Two Cost (Estimated*)
Year Three Cost (Estimated*)
Year Four Cost (Estimated*)
Parkland Principal Trainer Fees(4 wks prep, 6 wks training) 400 22,000$ Technical Support Hours - Annualized 111.60 6,138$
1 call/user/month; Avg call 3 mins
Desktop Support costs (2.0 FTE's) 2 @ $20.67/hr
x2080 85,987$ Total Laptops Computers 35 52,500$ Total Tiny Computers 151 136,643$ Total Workstation Peripherals and Acc. 186 456,124$ Total Printer Costs per location 4,998.00$ 74,970$ Total Physical Locations 15 Total Square Footage for DCHHS Clinics 25,942
Estimated End User Training Costs Total Users 186 Physician and Mid-Level Providers est. end user training cost 35 @ $200/hr. 56,000$
RNs, Techs, and all other users est. end user training cost 151 @ $150/hr. 181,200$
Epic Fees Epic Professional Fees (Amb & PB Advisors) 150,000$ Epic Boost Fees (Analyst, PM, & Proj. Dir.) $25,000/month 225,000$
Epic CC100 and CC200 Community Connect Training (not required) 2,165.00$ Cache costs (per concurrent user)
User Access Fees 859.00$ 159,774$ Annual Maintenance 189.00$ 35,154$
Visit Volume Cost Breakdown Total Annual Visits FY20 115,000
Total Visits * 17% MD & Mid Level Visits 19,550 Percentage of total Parkland License Vol. 1.72%
Parkland Annual Ambulatory Visit Vol. 1,120,000 Annual Maintenance Fee - Ambulatory 950,000.00$
16,298$
Annual Cost 1,657,788$ 414,861$ 427,306$ 440,126$
* Costs will be billed at actual value agreed by the parties on or before August 1 of each year. A standard CPI index of 3% has been included in the calculation of Years two through four for illustration purposes. Actual bill will be based on the actual cost to Parkland
EXHIBIT D - 1
Estimates in D - 1 are based on 15 locations with a combined squaqre footage of 25,942. Changes to these values will result in a change order.
Estimate Year One
EXHIBIT D - 2
Estimated cost for Clinic Space including costs for servers, storage, integrations, network, & other back end expenses. This value is estimated and will be billed at cost upon completion of the work. The ability of the County clinics to access the Epic Software is evidence of the completion of the work.
METHODOLOGY OF CHANGE ORDER MANAGEMENT
1. A Change Order authorizes a change in the Scope of the Work, Service offerings, or an adjustment in the Agreement Price or the Agreement Time as shown in Exhibit C or as otherwise agreed to by the Parties. Work performed under a Change Order is subject to all provisions of the Agreement.
2. A Change Order shall only be issued if the change is an adjustment in the Service and Supply offerings. The Scope of Work will be set at the time the Agreement is established and will be as indicated in Exhibit C, including but not limited to: (i) Workstations provided, (ii) network; (iii) Parkland Infrastructure; (iv) permitted access to the Epic Software; (v) implementation services provided, (vi) long-term support services or labor provided. A change to the Scope of Work which results in a change to the Agreement Time or Agreement price shall be accomplished only by approved Change Order or Agreement Amendment.
3. Modifications for which a Change Order is required. All changes in the Scope of the Work or Service offerings Agreement price and/or the Agreement Time shall be documented by a Change Order. Change Orders are the exclusive method for modifying the Agreement price or Agreement Time. Parkland’s Authorized Representative or any other party may not change the Scope of the Work or Service offerings, the Agreement price or the Agreement Time by any method, expressed or implied, other than by way of an approved Change Order.
4. Agreed and Unilateral Change Orders. A Change Order may be initiated as either an Agreed Change Order or a Unilateral Change Order.
4.1 Agreed Change Orders. An Agreed Change Order is a Change Order jointly executed by Parkland and County, in which each agrees to all the terms of the amendment.
4.2 Effect of an Agreed Change Order. The execution of an Agreed Change Order by Parkland and County constitutes the full, final and complete settlement of all claims with regard to the modifications contained in the Change Order, provided however, that an Agreed Change Order may be reformed by a modification signed by the County and Parkland for the limited purpose of correcting an error.
5. Unilateral Change Order (ULCO). A Unilateral Change Order is a Change Order issued by Parkland without the prior agreement of the County
5.1 Effect of a Unilateral Change Order conversion to an Agreed Change Order. The issuance of a ULCO does not prejudice any of the County’s rights to relief otherwise available under the Agreement. The County may preserve such rights by submitting to Parkland’s Authorized Representative a written objection to the ULCO setting forth in detail the reasons for its objections and the Agreement provisions on which the objection is based within 45 days of receipt of the ULCO. If the County does not submit a written objection within that time, County shall be deemed to have accepted the terms of the ULCO and waived all claims related to the ULCO and the ULCO shall have the full force and effect of an Agreed Change Order.
6. Who May Request Change Orders. Change Order Requests may be initiated by Parkland’s Authorized Representative or by the County as provided in this Exhibit.
7. Type I Change Orders. A Type I Change Order adjusts the Agreement Price and/or Agreement Time because of a change in the Scope or character of the Work or Services. I Change Orders are initiated in one of two ways:
7.1 Parkland-Initiated Changes. Parkland, without invalidating the Agreement and without approval of the Surety, may order changes in the Work or Services within the general Scope of the Agreement consisting of additions, deletions or other revisions.
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7.2 County Changes. The County, without invalidating the Agreement and without approval of the Surety, may order changes in the Work or Services within the general Scope of the Agreement consisting of additions, deletions or other revisions.
7.3 Commencement of Work. Neither Parkland nor the County shall commence work on a Type I change work prior to receipt of an executed Change Order, or an authorized Notice to Proceed.
8. Type II (Claim) Change Orders. A Type II Change Order adjusts the Agreement Price or Agreement Time because of a change in the conditions of performance of the Work that changes the cost or time required for performance without changing the Scope of the Work or Services under the Agreement and which are not otherwise resolved as a Type I change.
9. Administration of Change Order Requests
9.1 Time Extension Requests. Any request for a Time Extension will be governed by the Change Order Process. A single Change Order may be issued, adjusting both Agreement Time and Agreement Price, where both arise from the same claim.
9.2 Requests for Cost Adjustment. All requests for adjustment in the Agreement Price shall be made as a change order.
10. Type I Change Orders. Type I change orders are either Parkland-initiated changes or County -initiated changes.
10.1 The execution of all Potential Change Orders (PCO’s) and all Change Orders (CO’s) shall be completed through the IT Business Partner Strategic Business Case Process. Potential change orders shall be accompanied by a complete cost breakdown including, but not limited to, estimates, material quotes, third party costs/licenses, labor costs, and time and material as needed. All related Parkland quotes and costs must be provided before the Change Order is finalized and ready for review and sign off.
10.2 County -initiated Changes. When the County wishes to order changes in the Work and/or Services, the County’s Authorized Representative shall submit to Parkland a written Parkland Change Request, consisting of IT Business Partner Strategic Business Case, description of the request, including Specifications as are reasonably necessary to inform Parkland of the nature of the change. The process is facilitated by Parkland provided IT Business Partner.
10.3 Within 60 days of receipt of the County Change Request, Parkland shall submit an cost itemized by Scope as a Potential Change Order (PCO) through the IT Business Partner with all pertinent backup attached to the County’s Authorized Representative, stating that the proposed change is a no-cost change, or proposing an adjustment in the Agreement Price , proposed method, and feasible timeline.
10.4 Following resolution of impact of cost and/or time for the change, the County Authorized Representative shall issue and Parkland shall execute a Change Order documenting the change in Scope of the Work; provided that to the extent such Change Order increases the Agreement Price , such Change Order must be executed by Parkland Designee to be effective. Parkland may process formal Change Orders that accumulate several separate several potential change orders (PCO’s).
10.5 Parkland-initiated Changes. When Parkland considers that any written instruction or interpretation of the County Documents issued by the County or the County’s Authorized Representative constitutes a change in the Work affecting the Agreement Price, Parkland shall so notify the County’s Authorized Representative in writing and shall submit a Potential Change Order (PCO) to the County’s Authorized Representative.
11. Type II (Claim) Change Orders
11.1 The execution of all potential change orders (PCO’s) and all Change Orders (CO’s) shall be completed through IT Business Partner Strategic Business Case Process. Potential change orders shall be accompanied by a complete cost breakdown including, but not limited to, estimates, material quotes, third party costs/licenses, labor costs, and time and material as needed. All related Parkland quotes and costs must be provided before the Change Order is finalized and ready for review and sign off.
12. Processing Requests for Change.
12.1 Response to Potential Change Order. As soon as practical allowing for review after receipt of any Potential Change Order submitted by Parkland, the County’s Authorized Representative shall respond either directly to Parkland through the IT Business Partner in writing as to the County response by either (1) accepting Parkland's proposal, (2) rejecting the same, (3) initiating negotiations with Parkland concerning the proposed cost adjustment, or (4) requesting additional information.
12.2 Multiple signed Potential Change Orders may be combined in a Change Order as long as the Potential Change Orders have been reviewed and signed by the County’s Authorized Representative and Parkland alike.
12.3 Change Authorization. When agreement has been reached concerning the adjustment of cost, the County shall accept Parkland's Potential Change Order, or any subsequently revised Potential Change Order issued pursuant to negotiation, by signing the IT Business Partner Strategic Business Case Change Order document, with the date, and returning it to Parkland. The Change Order is effective upon receipt and constitutes Parkland's notice to proceed with planning, scheduling, or executing the changed work, entitles Parkland to prepare to submit the adjusted cost of the Work or Services to be incorporated in an Amendment to the MOU and payment obligations of the County, in the form of the Change Order document.
13. Unilateral Change Orders. For any Type I or Type II change, Parkland Designee may issue a Unilateral Change Order (ULCO), establishing such adjustment of cost or time, if any, as Parkland deems fair and reasonable, under the following circumstances:
13.1 If negotiations fail to achieve an agreed price
13.2 During an annual review of Parkland’s costs of Services and Supplies as described in Exhibit C renders a change in Parkland’s costs
13.3 If Parkland’s cost basis changes for any unforeseen reasons
13.4 If there is a need for immediate action by Parkland to ensure IT security, integrity and data privacy;
13.5 In addition to the above, Parkland Designee shall issue a Unilateral Change Order on any potential change order that remains unresolved one hundred eighty (180) days.
Clinical Area Clinic Name Address Approximat e Square Footage
Sexual Health SHC - Sexual Health Clinic 2377 N. Stemmons Freeway, Dallas, Texas 75207 1,200 DIS - Disease Intervention Specialists 2377 N. Stemmons Freeway, Dallas, Texas 75207 1,150
Employee Health Employee Health Clinic 900 Jackson Street, Suite 250, Dallas, Texas 75202 1,400
Immunizations Immunizations Clinic Stemmons 2377 N. Stemmons Freeway, Dallas, Texas 75207 775 North Dallas Imms Clinic 8202 Spring Valley, Suite 200, Dallas, Texas 2,496
Farmer’s Branch Imms Clinic 2774 Valwood Parkway, Farmers Branch, Texas 75234 2,500
Grand Prairie Imms Clinic 1710 Small Street, Grand Prairie, Texas 75051 1,600 John West Imms Clinic 3312 N. Buckner, Dallas, TX 75228 2,800 Jefferson Imms Clinic 1113 E. Jefferson, Dallas, 75203 2,400 Irving Imms Clinic 440 Nursery, Irving, Texas 75060 2,200 International Travel /Adult SafetyNet 2377 N. Stemmons Freeway, Dallas, Texas 75207 500
Preventive Health Communicable Disease 2377 N. Stemmons Freeway, Dallas, Texas 75207 825
Refugee Clinic 601 Clara Barton, Suite 210, Garland, TX 75043 2,495 Tuberculosis Clinic
Tuberculosis Clinic 2377 N. Stemmons Freeway, Dallas, Texas 75207 1,250 DHHS Lab
Dallas County Lab 2377 N. Stemmons Freeway, Dallas, Texas 75207 1,401
TOTALS 24,992