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
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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
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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)
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§ § §§§§§§§
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
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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
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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.
DocuSign Envelope ID: B6F8B5AB-DA92-4CE8-B2FE-CD167B10C28A
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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
DocuSign Envelope ID: B6F8B5AB-DA92-4CE8-B2FE-CD167B10C28A
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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).
Digitally signed by /s/ Lacey Lucas #385 Date: 2020.10.19 08:37:59
-05'00'
Philip Huang
DocuSign Envelope ID: B6F8B5AB-DA92-4CE8-B2FE-CD167B10C28A
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
DocuSign Envelope ID: B6F8B5AB-DA92-4CE8-B2FE-CD167B10C28A
POIT-18359
13
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).
Digitally signed by /s/ Lacey Lucas #385 Date: 2020.10.19 08:37:39
-05'00'
Philip Huang
DocuSign Envelope ID: B6F8B5AB-DA92-4CE8-B2FE-CD167B10C28A
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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POIT-18359
15
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.
DocuSign Envelope ID: B6F8B5AB-DA92-4CE8-B2FE-CD167B10C28A
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.
DocuSign Envelope ID: B6F8B5AB-DA92-4CE8-B2FE-CD167B10C28A
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.
DocuSign Envelope ID: B6F8B5AB-DA92-4CE8-B2FE-CD167B10C28A
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.
DocuSign Envelope ID: B6F8B5AB-DA92-4CE8-B2FE-CD167B10C28A
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