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HomeMy WebLinkAboutResolution - 2019-R0029 - Triple Aim Ventures - 02/12/2019Resolution No. 2019-R0029 Item No. 8.10 February 12, 2019 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and on behalf of the City of Lubbock, Service Contract No. 14465 for Consulting Services as per RFP 19-14465-MA, by and between the City of Lubbock and Triple Aim Ventures, LLC, d/b/a TAVHealth, of San Antonio, Texas, and related documents. Said Contract is attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council. Passed by the City Council on _ Eehnjarly I?I ?()l9 DANIEL M. POPE, MAYOR ATTEST: Reb cca Garza, City Sec eta APPROVED AS TO CONTENT: APPROVED AS TO FORM: R B oke, As stant City Attorney ccdocs/RES.Contract 14465 - Consulting Services-TAV Health January 22, 2019 Resolution No. 2019-R0029 City of Lubbock, TX Consulting Services for Social Determinants of Health Contract 14465 This Service Agreement (this "Agreement") is entered into as of the day of F�hn,,g 2019 {"Effective Date) by and between Triiple Aim Ventures LLC dlblal TAV Health, (the Contractor), and the City of Lubbock (the "City"). RECITALS WHEREAS, the City has issued a Request for Proposals 19-14465-MA, Consulting Services for Social Determinants of Health. WHEREAS, the proposal submitted by the Contractor has been selected as the proposal which best meets the needs of the City for this service; and , WHEREAS, Contractor desires to perform as an independent contractor to provide Consulting Services for Social Determinants of Health Services, upon terms and conditions maintained in this Agreement; and NOW THEREFORE, for and in consideration of the mutual promises contained herein, the City and Contractor agree as follows: City and Contractor acknowledge the Agreement consists of the following exhibits which are attached- hereto and incorporated herein by reference, listed in their order of priority in the event of inconsistent or contradictory provisions: 1. This Agreement 2. Exhibit A — General Requirements 3. Exhibit B — Proposal 4. Exhibit C --- Price Sheet 5. Exhibit D — Insurance Scope of Work Contractor shall provide the services that are specified in Exhibit A. The Contractor shall comply with all the applicable requirements set forth in Exhibit B, C and D attached hereto. Article 1 1.1 The contract shall be for a term of one year, with the option of a 6 month extension if approved by both parties. 1.2 The- Contractor shall not assign any interest in this Agreement and shall not transfer any interest in the Agreement, whatsoever, without prior consent of the City. 1.3 All funds for payment by the City under this Agreement are subject to the availability of an annual appropriation for this purpose by the City. In the event of non -appropriation of f mds by the City Council of the City of Lubbock for the goods or services provided under the Agreement, the City will terminate the Agreement, without termination charge or other liability, on the last day of the then -current fiscal year or when the appropriation made for the then -current year for the goods or services covered by this Agreement is spent, whichever event occurs first. If at any time funds are not appropriated for the continuance of this Agreement, cancellation shall be accepted by the contractor on 30 days prior written notice, but failure to give such notice shall be of no effect and the City shall not be obligated under this Agreement beyond the date of termination. 1.4 This contract shall remain in effect until the first of the following occurs: (1) the expiration date, (2) performance of services ordered, or (3) termination of by either party with a 30 day written notice. The City of Lubbock reserves the right to award the canceled contract to the next lowest and best bidder as it deems to be in the best interest of the city. Article 2 Miscellaneous. 2.1 This Agreement is made in the State of Texas and shall for all purposes be construed in accordance with the laws of said State, without reference to choice of law provisions. 2.2 This Agreement is performable in, and venue of any action related or pertaining to this Agreement shall lie in, Lubbock, Texas. 2.3 This Agreement and its Exhibits contains the entire agreement between the City and Contractor and supersedes any and all previous agreements, written or oral, between the parties relating to the subject matter hereof. No amendment or modification of the terms of this Agreement shall be binding upon the parties unless reduced to writing and signed by both parties. 2.4 This Agreement may be executed in counterparts, each of which shall be deemed an original. 2.5 In the event any provision of this Agreement is held illegal or invalid, the remaining provisions of this Agreement shall not be affected thereby. 2.6 The waiver of a breach of any provision of this Agreement by any parties or the failure of any parties otherwise to insist upon strict performance of any provision hereof shall not constitute a waiver of any subsequent breach or of any subsequent failure to perform. 2.7 This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, representatives and successors and may be assigned by Contractor or the City to any successor only on the written approval of the other party. 2.8 All claims, disputes, and other matters in question between the Parties arising out of or relating to this Agreement or the breach thereof, shall be formally discussed and negotiated between the Parties for resolution. In the event that the Parties are unable to resolve the claims, disputes, or other matters in question within 30 days of written notification from the aggrieved party to the other Party, the aggrieved Party shall be free to pursue all remedies available at law or in equity. 2.9 At any time during the term of the contract, or thereafter, the City, or a duly authorized audit representative of the City or the State of Texas, at its expense and at reasonable times, reserves the right to audit Contractor's records and books relevant to all services provided to the City under this Contract. In the event such an audit by the City reveals any errors or overpayments by the City, Contractor shall refund the City the full amount of such overpayments within 30 days of such audit findings, or the City, at its option, reserves the right to deduct such amounts owing the City from any payments due Contractor. 2.10 The City reserves the right to exercise any right or remedy to it by law, contract, equity, or otherwise, including without limitation, the right to seek any and all forms of relief in a court of competent jurisdiction. Further, the City shall not be subject to any arbitration process prior to exercising its unrestricted right to seek judicial remedy. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. To the extent of any conflict between this provision and another provision in, or related to, this do. 2.11 The contractor shall not assign or sublet the contract, or any portion of the contract, without written consent from the Director of Purchasing and Contract Management. Should consent be given, the Contractor shall insure the Subcontractor or shall provide proof of insurance from the Subcontractor that complies with all contract Insurance requirements document, this provision shall control. 2.12 Contractor acknowledges by supplying any Goods or Services that the Contractor has read, fully understands, and will be in full compliance with all terms and conditions and the descriptive material contained herein and any additional associated documents and Amendments. The City disclaims any terms and conditions provided by the Contractor unless agreed upon in writing by the parties. In the event of conflict between these terms and conditions and any terms and conditions provided by the Contractor, the terms and conditions provided herein shall prevail. The terms and conditions provided herein are the final terms agreed upon by the parties, and any prior conflicting terms shall be of no force or effect. 2.13 The Vendor warrants that it complies with Chapter 2270, Subtitle F, Title 10 of the Texas Government Code by verifying that: (1) The Vendor does not boycott Israel; and (2) The Vendor will not boycott Israel during the term of the Agreement. 2.14 SB 252 prohibits the City from entering into a contract with a vendor that is identified by The Comptroller as a company known to have contracts with or provide supplies or service with Iran, Sudan or a foreign terrorist organization. -----INTENTIONALLY LEFT BLANK----- IN WITNESS WHEREOF, this Agreement is executed as of the Effective Date. CITY OF LUBBOCK, TX: Daniel M. Pope, Mayor ?htra�ct�or's Signature James Rubin Printed Name ATTEST: _ _ _ Title Rebe ca Garza, City Secre ' APPROVE A� O CONTENT: Katherine Wells, Director of Public Health, Health Services APPROVED AS TO FORM: Ryan B ke ssis rtt I-ty Attorn CEO GENERAL. REQUIREMENTS 1 INTENT Exhibit A a) The City of Lubbock, acting by and through the City of Lubbock Health Department seeking proposals from qualified Consultant to develop and deliver a Strategic Recommendation on the establishment of a community based network focused on solving the Social Determinants of Health (SDoH) of individuals in and around Lubbock, Texas. b) Offerors are invited to submit demonstrated competence and qualifications of their firm for providing these services. c) The. information contained within this document is intended to provide interested firms with the requirements and criteria that will be used to make the selection. z SCOPE OF WORK The proposal should contain strategies to generate positive outcomes for those being served and stakeholders of the network, with the goal being to provide a long-term sustainable solution. The Strategic Recommendation will focus on innovative solutions for improving the health and quality of care for vulnerable people/patients, to include: • Identify gaps in the safety net system and work toward addressing them • Identify and solve social determinants of health • Improve collaboration and visibility to the work each organization is providing to high risk populations The successful Consultant will work collaboratively with the City of Lubbock Health Department staff to: • Develop identify key stakeholders and preliminary targeted outcomes directly related to vision of success • Participating in required meetings as set forth in the timeline • Informing stakeholders of the objectives, purpose, and process of the engagement as well as gaining agreement to participate • Approving recommended timeline and holding participants accountable for adherence to the plan • Assisting with coordination of staff availability for meetings and interviews with network organizations • Providing reasonable access to leadership for progress reports and questions • Completing decision making process and identifying next steps within 30 days of project completion. 3 DELIVERABLE The Consultant will deliver the Strategic Recommendation, including an onsite meeting to review the findings. The Strategic Recommendation will include: • Review of the process and summary of findings Assessment of current strengths and weaknesses of the network as determined during needs assessment • Recommended path for creation of a compliant and accountable network of community - based resources aligned with goals and outcome targets identified, and examples of a specific pathway for addressing those targets • Recommended plan for translating the pathway into action to collaboratively address SDoH, generating positive outcomes for health, quality, and financial return Exhibit B Project Description TAVHealth will develop and deliver a Strategic Recommendation on the establishment of a community -based network focused on solving Social Determinants of Health (SDoH). The plan will include strategies to generate positive outcomes for those being served and stakeholders of the network, with the goal of providing a long-term and sustainable solution. The Strategic Recommendation will focus on Innovative solutions for improving the health and quality of care for vulnerable people/patients. The recommendation will contain a roadmap to create an alliance among network partners, potentially including community -based organizations, collaboradves, health plans, health systems, agencies, and funders. This alliance will address SDoH, generating positive outcomes for health, quality, and financial return. Parameters The Strategic Recommendation will: • Address creating an accountable network of community resources, business Intelligence, and collaboration tools for efficiently and effectively addressing SDoH • Present a recommended process to generate social care plans to resolve health disparities that mightotherwise derail clinical care plans • Recommend workflows in which covered and non -covered network partners collaboratively navigate social care plans while remaining within legal boundaries • Focus on opportunities that exist within agreed upon targeted populations. Examples may include conditions related to high -risky maternal/child health, behavioral health, homelessness, jail re-entry, contract incentive populations, HEDIS measures, and CAHPS and Star metrics • Identify potential for leveraging existing system resources within the network • Provide a framework for positive financial returns • Include recommendations for technology necessary to achieve the strategic goals • Create a roadmap for a community -wide, multi -sector alliance whose shared goal is addressing SDoH Exhibit c Total for Engagement = $ 55,r900 Administrative fee for consulting engagement = $49,000 Travel estimate for three on -site visits from two TAVHealth consultants = $6,900 Airfare $500/roundtrip + $800/roundtrip = $1,300 $120/day x 2 people x 2 nights = $480 $3,900 Lodging Car Rental $1,440 $65/day x 2 days = $130 $30/day x 2 days = $60 $390 i Parking $180 Meals L55/day x 2 people x 3 days = $330 $990 .. Estimated Travel Total for Engagement $6,90Q Team TAVHealth will staff the project with appropriate subject matter experts in areas such as: community -based network development, healthcare, managed care, legal, technical support, and process improvement. Joint Accountability TAVHealth will be responsible for: • Collaborating with Executive Sponsor/Convener to Identify key stakeholders and preliminary targeted outcomes directly related to vision of success • Understanding primary dependencies of key stakeholders as well as the overall SDoH network • Identifying perceived gaps and availability of specific resources • Reviewing federal and state -specific laws regarding confidential information and recommending legal structures to promote safe sharing • Discussing guidelines, governance, and requirements for network formation and management • Conducting a needs assessment that results In a Strategic Recommendation focused on solving the SDoH • Presenting the Strategic Recommendation to key stakeholders Executive Sponsor/Convener will be responsible for: • Collaborating with TAVHealth to Identify key stakeholders and preliminary targeted outcomes directly related to vision of success • Participating in required meetings as set forth in the timeline • Informing stakeholders of the objectives, purpose, and process of the engagement as well as gaining agreement to participate • Approving recommended timeline and holding participants accountable for adherence to the plan • Assisting with coordination of staff availability for meetings and Interviews with network organizations 5 f{ ,,';k' Providing reasonable access to leadership for progress reports and questions Completing decision making process and identifying next steps within 30 days of project completion Both parties will Inform each other immediately of any unforeseen changes, new developments, or other challenges that may impact and influence this engagement and adjust the timellne accordingly. Exhibit D CITY OF LUBBOCK, TX Consulting Services for Social Determinants of Health CONTRACT 19-14465-MA INSURANCE SECTION A. Prior to the approval of this contract by the City, the Contractor shall furnish a completed Insurance Certificate to the City, which shall be completed by an agent authorized to bind the named underwriter(s) to the coverages, limits, and termination provisions shown thereon, and which shall firrnish and contain all required information referenced or indicated thereon. THE CITY SHALL HAVE NO DUTY TO PAY OR PERFORM UNDER THIS CONTRACT UNTIL SUCH CERTIFICATE SHALL HAVE BEEN DELIVERED TO THE CITY. INSURANCE COVERAGE REQUIRED SECTION B. The City reserves the right to review the insurance requirements of this section during the effective period of the contract and to require adjustment of insurance coverages and their limits when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, or the claims history of the industry as well as the Contractor. SECTION C. The Contractor shall obtain and maintain in full force and effect for the duration of this contract, and any extension hereof, at Contractor's sole expense, insurance coverage written by companies approved by the State of Texas and acceptable to the City, in the following type(s) and amount(s): TYPE OF INSURANCE ,L LIABILITY Commercial General Liability ❑ Other Claims Made ❑ Occurrence W/Ileavy Equipment To Include Products of Complete Operation Endorsements COMBINED SINGLE LIMIT General Aggregate $1,000,000 Products-Comp/Op AGG x Personal & Adv. Injury x Contractual Liability Fire Damage (Any one Fire) Med Exp (Any one Person) PROFESSIONAL LIABILITY ® General Aggregate $1,000,000 AUTOMOTIVE LIABILITY ® Any Auto ❑ Scheduled Autos ❑ Non -Owned Autos EXCESS LIABILITY ❑ Umbrella Form ;AGE LIABILITY Any Auto BUILDER'S RISK INSTALLATION FLOATER POLLUTION CARGO ❑ All Owned Autos ❑ Hired Autos Combined Single Limit Each Occurrence $1,000,000 Each Occurrence Aggregate Auto Only - Each Accident Each Accident Aggregate ❑ 100% of the Total Contract Price ❑ 100% of the Total Material Costs WORKERS COMPENSATION - STATUTORY AMOUNTS OR OCCUPATIONAL MEDICAL AND DISABILITY EMPLOYERS' LIABILITY $500,000 OTHER: COPIES OF ENDOSEMENTS ARE REQUIRED City of Lubbock named as additional insured on Auto/General Liability on a primary and non-contributory basis. ❑ To include products of completed operations endorsement. ❑ Waiver of subrogation in favor of the City of Lubbock on all coverages, except The City of Lubbock shall be named as an additional insured on a primary and non-contributory basis and shall include waivers of subrogation in favor of the City on all coverage's. Copies of the Certificates of insurance and all applicable endorsements are required. ADDITIONAL POLICY ENDORSEMENTS The City shall be entitled, upon request, and without expense, to receive copies of the policies and all endorsements thereto and may make any reasonable request for deletion, revision, or modification of particular policy terms, conditions, limitations, or exclusions (except where policy provisions are established by law or regulation binding upon either of the parties hereto or the underwriter of any of such policies). Upon such request by the City, the Contractor shall exercise reasonable efforts to accomplish such changes in policy coverages, and shall pay the cost thereof. REQUIRED PROVISIONS The Contractor agrees that with respect to the above required insurance, all insurance contracts and certificate(s) of insurance will contain and state, in writing, on the certificate or its attachment, the following required provisions: a a. Name the City of Lubbock and its officers, employees, and elected representatives as additional insureds, (as the interest of each insured may appear) as to all applicable coverage; b. Provide for thirty (30) days' notice to the City for cancellation, nonrenewal, or material change; c. Provide for notice to the City at the address shown below by registered mail; d. The Contractor agrees to waive subrogation against the City of Lubbock, its officers, employees, and elected representatives for injuries, including death, property damage, or any other loss to the extent same may be covered by the proceeds of insurance; e. Provide that all provisions of this contract concerning liability, duty, and standard of care together with the indemnification provision, shall be underwritten by contractual liability coverage sufficient to include such obligations within applicable policies. NOTICES The Contractor shall notify the City in the event of any change in coverage and shall give such notices not less than 30 days prior the change, which notice musf he accompanied by a replacement CERTIFICATE OF INSURANCE. All notices shall be given to the City at the following address: Marta Alvarez, Director of Purchasing and Contract Management City of Lubbock 1625 131 Street, Room 204 Lubbock,Texas79401 SECTION D. Approval, disapproval, or failure to act by the City regarding any insurance supplied by the Contractor shall not relieve the Contractor of full responsibility or liability for damages and accidents as set forth in the contract documents. Neither shall the bankruptcy, insolvency, or denial of liability by the insurance company exonerate the Contractor from liability. BUSINESS ASSOCIATE AGREEMENT This HIPAA Business Associate Agreement (the "Agreement") is entered into on January 26, 2019 ("Effective Date") by and between the City of Lubbock), and Triple Aim Ventures, LLC, d/b/a TAVHealth. ("Business Associate") (each a "Party" and collectively the "Parties"). 1. BACKGROUND Business Associate performs functions, activities or services for, or on behalf of Covered Entity, a political subdivision of the State of Texas, and Business Associate creates, receives, maintains, or transmits Protected Health Information ("PHI"), including Electronic Protected Health Information ("EPHI"), in order to perform such functions, activities or services (referred to collectively as the "Services") secured through a Master Services Agreement. The purpose of this Agreement is to set forth the terms and conditions of disclosure of PHI by Covered Entity to Business Associate, to set forth the terms and conditions of Business Associate's use and disclosure of PHI, and to ensure the confidentiality, integrity and availability of EPHI that Business Associate creates, receives, maintains or transmits on behalf of Covered Entity. It is the intent of Covered Entity and Business Associate that this Agreement will meet the requirements of the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), the American Recovery and Reinvestment Act of 2009, Public Law 111-5 ("ARRA"), the Privacy Rule, and the Security Rule, 45 CFR Parts 160 and 164. 2. DEFINITIONS Terms used, but not otherwise defined, in this Agreement shall have the same meaning as those terms in HIPAA, ARRA, the Privacy Rule, and the Security Rule. Following are some of the key terms of this Agreement. 2.1 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). 2.2 Limited Data Set. "Limited Data Set" shall have the same meaning as a "limited data set" described in 45 CFR § 164.514(e)(2). 2.3 Minimum Necessary. "Minimum Necessary" shall have the same meaning as "minimum necessary" described in 45 CFR § 164.502(b) and Section 13405(b) of ARRA. 2.4 Privacy Rule. "Privacy Rule" shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 CFR Parts 160 and Part 164, subparts A and E. 2.5 Security Rule. "Security Rule" shall mean the Security Standards for the Protection of EPHI at 45 CFR Parts 160 and 164, subparts A and C. 2.6 Protected Health Information. "Protected Health Information" or "PHI" shall have the same meaning as the term "protected health information" in 45 CFR § 160.103, but shall be limited to the information created, received, maintained, or transmitted by Business Associate on behalf of Covered Entity. 2.7 Electronic Protected Health Information. "Electronic Protected Health Information" or "EPHI" shall have the same meaning as the term "electronic protected health information" in 45 CFR § 160.103, but shall be limited to the EPHI that Business Associate creates, receives, maintains, or transmits on behalf of Covered Entity. 2.8 Required By Law. "Required By Law" shall have the same meaning as the term "required by law" in 45 CFR § 164.103. 2.9 Secretary. "Secretary" shall mean the Secretary of the United States Department of Health and Human Services or his designee. 2.10 Security Incident. "Security Incident" shall have the same meaning as "security incident" in 45 CFR § 164.304. 2.11 Subcontractor. "Subcontractor" shall have the same meaning as "subcontractor" in 45 CFR § 160.103. 3. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE 3.1 Use and Disclosure. Business Associate agrees to not use or disclose PHI other than as permitted or required by this Agreement and any underlying agreement(s) related to the Services, or as Required By Law. Business Associate shall also comply, where applicable, with the Privacy Rule and the Security Rule. 3.2 Safeguards. Business Associate agrees to use appropriate safeguards and comply, where applicable, with 45 CFR Part 164 Subpart C with respect to EPHI, to prevent use or disclosure of the information other than as provided for by this Agreement. 3.3 Mitigation. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of PHI by Business Associate in violation of the requirements of this Agreement. 3.4 Reports of Non -Permitted Use or Disclosure. Business Associate agrees to report to Covered Entity any use or disclosure of the PHI not provided for by this Agreement of which Business Associate becomes aware. Where applicable, such report shall comply with the requirements outlined in Sections 3.5 and 3.11. 3.5 Reports of Security Incidents. Business Associate agrees to report to Covered Entity any Security Incident of which it becomes aware. Where applicable, such report shall comply with the requirements outlined in Sections 3.4 and 3.11. This Agreement serves as Business Associate's notice to Covered Entity that attempted but unsuccessful Security Incidents, ra such as pings and other broadcast attacks on Business Associate's firewall, port scans, unsuccessful log -on attempts, denials of service and any combination of the above, regularly occur and that no further notice will be made by Business Associate unless there has been a successful Security Incident. 3.6 Subcontractors. Business Associate agrees to ensure that any Subcontractor that creates, receives, maintains, or transmits PHI (including EPHI) on behalf of Business Associate agrees to the same restrictions and conditions that apply through this Agreement to Business Associate with respect to such information, including but not limited to, compliance with the applicable requirements of 45 CFR Parts 160 and 164. Such agreement between Business Associate and the Subcontractor must be made in writing and must comply with the terms of this Agreement and the requirements outlined in 45 CFR §§ 164.504(e) and 164.314. 3.7 Designated Record Set. (a) If Business Associate maintains PHI in a Designated Record Set, Business Associate agrees to provide access, at the request of Covered Entity, to PHI in a Designated Record Set, to Covered Entity or, as directed by Covered Entity, to an Individual in order to meet the requirements under 45 CFR § 164.524. (b) If Business Associate maintains PHI in a Designated Record Set, Business Associate agrees to make available such PHI for amendment and incorporate any amendment(s) to PHI in a Designated Record Set that Covered Entity directs or agrees to pursuant to 45 CFR § 164.526 at the request of Covered Entity or an Individual. 3.8 Internal Practices. Business Associate agrees to make internal practices, books, and records 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 for purposes of the Secretary determining Covered Entity's compliance with the Privacy Rule and Security Rule. 39 Accounting of Disclosures. (a) Business Associate agrees to document such disclosures of PHI and information related to such disclosures as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR § 164.528. (b) Business Associate agrees to provide to Covered Entity or an Individual information collected in accordance with Section 3.9(a) of this Agreement, to permit Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR § 164.528. 3.10 Compliance with Law. To the extent Business Associate is expressly obligated under the underlying agreement(s) to carry out one or more of Covered Entity's obligation(s) under Subpart E of 45 CFR Part 164, comply with the requirements of Subpart E that apply to Covered 3 Entity in the performance of such obligation(s). 3.11 Business Associate's Obligations Related to Breach of Unsecured PHI. (a) For purposes of this section, "Breach" and "Unsecured PHI" shall have the same meaning as "breach" and "unsecured protected health information," respectively, as such terms are defined by 45 CFR § 164.402. (b) Following the discovery of a Breach of Unsecured PHI, Business Associate shall notify Covered Entity of the Breach. Such notification shall be made without unreasonable delay after discovering the Breach, but no later than sixty (60) calendar days after its discovery. (c) Business Associate's notice shall include, to the extent possible, the identification of each Individual whose Unsecured PHI has been, or is reasonably believed by Business Associate to have been, accessed, acquired, used, or disclosed during or as a result of the Breach. Business Associate shall also provide Covered Entity with at least the following information: a description of the Breach, including the date of Breach and the date of discovery of the Breach, if known; a description of the types of Unsecured PHI involved in the Breach; any steps Individuals should take to protect themselves from potential harm resulting from the Breach; a brief description of what Business Associate is doing to investigate the Breach, to mitigate harm to Individuals, and to protect against any further Breaches; and any other information Covered Entity is required to include in notification to the affected Individual(s) under 45 CFR § 164.404(c). Business Associate shall promptly supplement such notice with additional information as it becomes available. 4. PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE 4.1 General Use and Disclosure. (a) Except as otherwise limited in this Agreement, Business Associate may use or disclose PHI to perform Services for, or on behalf of, Covered Entity as such services may be specified in any underlying agreement(s), provided that such use or disclosure would not violate the Privacy Rule or the Security Rule if done by Covered Entity. (b) Business Associate must request, use, and disclose only the Minimum Necessary PHI to accomplish the intended purpose of the request, use, or disclosure. The Party disclosing PHI shall determine what constitutes the Minimum Necessary to accomplish the intended purpose of the disclosure. 4.2 Specific Use and Disclosure. (a) Business Associate may use or disclose PHI to carry out Business Associate's II W legal responsibilities and for the proper management and administration of Business Associate, provided that any such disclosures are Required by Law, or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential and used or further disclosed only as Required by Law or for the purpose for which it was disclosed to the person, and the person notifies Business Associate of any instances of which it becomes aware in which the confidentiality of the information has been breached. (b) Business Associate may use PHI to provide Data Aggregation services to Covered Entity as permitted by 45 CFR § 164.504(e)(2)(i)(B). (c) Business Associate may use and disclose PHI to report violations of law to appropriate state and federal authorities, to the extent permitted or required by 45 CFR § 164.5020)(1) and state law. (d) Business Associate may de -identify PHI in accordance with the requirements outlined in the Privacy Rule. Data that has been de -identified will no longer be subject to the terms of this Agreement. 5. OBLIGATIONS OF COVERED ENTITY 5.1 Privacy Practices. Covered Entity shall provide Business Associate with the notice of privacy practices that Covered Entity produces in accordance with 45 CFR § 164.520, and shall promptly provide Business Associate with any changes to such notice. 5.2 Notice of Changes and Restrictions. Covered Entity shall notify Business Associate of any changes in, or revocation of, permission by Individual to use or disclose PHI, if such changes affect Business Associate's permitted or required uses and disclosures. Such notification shall include any restriction that Covered Entity has agreed to in accordance with 45 CFR § 164.522. If Business Associate receives a request to restrict the disclosure of PHI directly from an Individual, Business Associate shall notify Covered Entity of such request and Covered Entity shall be responsible for making the determination, in accordance with the Privacy Rule, as to whether Business Associate shall comply with the Individual's request. 5.3 Permissible Requests by Covered Entity. Covered Entity shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under the Privacy Rule or the Security Rule if done by Covered Entity, except that Business Associate may use or disclose PHI for data aggregation or management and administrative activities of Business Associate. 5.4 Safeguards. Covered Entity shall use appropriate safeguards to maintain the confidentiality, privacy, and security of PHI in transmitting PHI to Business Associate pursuant to this Agreement. 6. TERM AND TERMINATION 6.1 Term. This Agreement shall be effective upon the Effective Date and shall remain, in effect for the duration of the Services giving rise to the necessity of a Business Associate Agreement, and until all of the PHI provided by Covered Entity to Business Associate, or created or received by Business Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity, or, if it is infeasible to return or destroy PHI, protections are extended to such information, in accordance with Section 6.3(b). 6.2 Termination. (a) Termination Resulting from the End of Services. This Agreement shall terminate in the event that the underlying agreement(s) under which Covered Entity discloses PHI to Business Associate terminates for any reason, or if the Services that give rise to the necessity of a Business Associate Agreement terminate for any reason. (b) Termination for Cause. Upon either Party's knowledge of a material breach of this Agreement by the other Party, the non -breaching Party must either: 1. Provide an opportunity for the breaching Party to cure the breach or end the violation, and if the breaching Party does not cure the breach or end the violation within the time specified by the non -breaching Party, the non - breaching Party shall terminate this Agreement and any underlying agreement(s); or 2. Immediately terminate this Agreement and any underlying agreement(s). 6.3 Return or Destruction of PHI. (a) Except as provided in paragraph (b) of this section, upon termination of this Agreement for any reason, Business Associate shall return or destroy all PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity, that Business Associate still maintains in any form. This provision shall also apply to PHI that is in the possession of Subcontractors of Business Associate. Business Associate shall retain no copies of the PHI. (b) In the event that Business Associate determines that returning or destroying the PHI is infeasible, Business Associate and its Subcontractors shall extend the protections of this Agreement to such PHI and limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as Business Associate and/or its Subcontractors maintain such PHI. 7. MISCELLANEOUS 7.1 Regulatory References. A reference in this Agreement to a section in the Privacy Rule, the Security Rule, HIPAA, or ARRA, or any other reference to a law or regulation, means 6 the section or law as in effect as of the date of this Agreement or as subsequently amended. 7.2 Amendment. The Parties agree to take such action as is necessary to amend this Agreement from time to time to comply with the requirements of the Privacy Rule, the Security Rule, HIPAA, and ARRA. 7.3 Survival. The respective rights and obligations of Business Associate under Section 6.3 of this Agreement shall survive the termination of this Agreement. 7.4 Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits compliance with the Privacy Rule, the Security Rule, HIPAA, and ARRA. 7.5 Relationship to Other Agreement Provisions. In the event that a provision of this Agreement is contrary to a provision of an underlying agreement or agreements under which Covered Entity discloses PHI to Business Associate, the provision of this Agreement shall control. Otherwise, this Agreement shall be construed under, and in accordance with, the terms of such underlying agreement or agreements between the Parties. 7.6 Prior Business Associate Agreements. Consistent with Section 7.5, this Agreement shall supersede any and all prior business associate agreement(s), or terms of other agreements addressing the privacy and security of PHI, between the Parties. 7.7 Modification ofAgreement. No alteration, amendment or modification of the terms of this Agreement shall be valid or effective unless in writing and signed by Business Associate and Covered Entity. 7.8 Relationship of Parties. Business Associate, in furnishing services to Covered Entity, is acting as an independent contractor, and Business Associate has the sole right and obligation to supervise, manage, contract, direct, procure, perform, or cause to be performed, all work to be performed by Business Associate under this Agreement. Business Associate is not an agent of Covered Entity, and has no authority to represent Covered Entity as to any matters, except as expressly authorized in this Agreement. 7.9 Notices. Any notices required or permitted to be given under this Agreement by either Party shall be given in writing: (a) by personal delivery; (b) by electronic facsimile with confirmation sent by United States first class mail; (c) by bonded courier or nationally recognized overnight delivery service; or (d) by United States first class registered or certified mail, postage prepaid, return receipt requested, addressed to the Parties at the addresses set forth below or to such other addresses as the Parties may request in writing by notice pursuant to this Section 7.9. Notices shall be deemed received on the earliest of personal delivery, upon the next business day after delivery by electronic facsimile with confirmation that the transmission was completed or upon receipt by any other method of delivery. Covered Entity: City of Lubbock, c/o Katherine Wells, Director of Public Health, Health Services, P.O. Box 2000, Lubbock, Texas 79457. 7 Business Associate: Triple Aim Ventures, LLC, dlbla TAVHealth., c/o Stacey Rubin, Privacy Officer, 100 NE Loop 410, Suite 1450, San Antonio, Texas 78216. 7.10 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and when taken together shall constitute one agreement. 7.11 Governing Law. This Agreement will be governed by and construed in accordance with the laws of Texas. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized officers and made effective as of the Effective Date. The City of Lubbock (Covered Entity) Print Name: Daniel M. Pope Title: MAYOR ATTEST: Reb ca Garza, City Secre ry APP V AS TO CONTENT: Ka erine Wells, Director of Public Health, Health Services APPROVED AS TO FORM Rya roo , Assistant City Attorney Triple Aim e tures, LLC, d/b/a TAVHe usiness Associate) { By 4�" Print Name: Laura K. Dice Title: Controller