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HomeMy WebLinkAboutRES 18-174RESOLUTION NO. 18-174 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BEAUMONT: THAT the City Manager and Chief of Police be and they are hereby authorized to execute an Interlocal Agreement between the City of Beaumont and Spindletop (MHMR) to provide community-based mental health and intellectual and developmental disability services. Said Interlocal Agreement is substantially in the form attached hereto as Exhibit "A" and made a part hereof for all purposes. The meeting at which this resolution was approved was in all things conducted in strict compliance with the Texas Open Meetings Act, Texas Government Code, Chapter 551. PASSED BY THE CITY COUNCIL of the City of Beaumont this the 7th day of August, 2018. Vor E- _ STATE OF TEXAS CITY OF BEAUMONT INTERLOCAL COOPERATION AGREEMENT This Agreement is made and entered into by and between Spindletop Center, a unit of local government whose principal office is in Beaumont, Jefferson County, Texas, "Center" and the City of Beaumont, a political subdivision of the State of Texas, "City". The purpose of this Agreement is to fund a Mental Health Liaison position for the Mental Health Liaison Program and is authorized pursuant to Chapter 791, Texas Government Code. Spindletop Center, a community center and an agency of the State of Texas established under the provisions of Chapter 534 of the Texas Health & Safety Code Ann. (Vernon 1992), as amended, is authorized to contract for the services made the subject of this Agreement. In consideration of the mutual agreement contained herein, the parties agree as follows: 1. TERM OF AGREEMENT The initial term of this Agreement is effective immediately upon signature by all parties and shall automatically renew on September 1 of each year thereafter on an annual basis until such time as a modification to the Agreement is executed by both parties or this Agreement is terminated. II. SERVICES Center is designated as a mental health and intellectual and developmental disability local authority by the Health and Human Services Commission (HHSC). Its mission is to plan, coordinate, develop policy, develop and allocate resources, supervise, and ensure the provision of community-based mental health and intellectual and developmental disability services for residents of Jefferson, Orange, Chambers, and Hardin Counties, Texas. These activities sometimes involve coordination of activities with the judicial system. Center requests City to provide a police officer as a Mental Health Liaison to assist in fulfilling the Center's mission. Responsibilities of the City: The City, by and through the Beaumont Police Department, agrees to provide a Mental Health Liaison officer as agreed upon, ("Liaison") for the Mental Health Liaison Program. The Liaison will hold a license of peace officer certified under Section 1701.404, Occupations Code assigned specifically to perform duties pursuant to applicable sections of the Texas Mental Health Code. Both the City and the Center will agree upon the personnel designated as Liaison. Page 1 of 15 EXHIBIT "A" The Liaison's primary responsibilities will include: 1. Be available for and assist the Center Continuity of Care team with Municipal Court and hospital follow-ups; 2. Be available for and assist the Center Mobile Crisis team when they respond to crisis calls in the community; 3. Be available for and assist the Center PATH and CSS teams when they respond to calls in the community; 4. Be available for and assist Center clinical staff when working with aggressive or difficult clients; 5. Provide required number of contacts as designated by the Center; 6. Serve as a Liaison between the Center, law enforcement, hospitals, and judicial entities 7. Collaborate with the Center on any additional training pertinent; and 8. Provide training to Center, law enforcement, hospitals, judicial entities, and the community as directed by the Center. In the performance of these duties, the City shall: • Provide whatever administrative support and assistance within the duties of a police officer as may be required to fulfill the needs of the parties; • Provide the mandated in-service training and any additional training required by the Texas Commission on Law Enforcement (TCOLE); • Provide the same basic and necessary equipment provided to each officer assigned to law enforcement duties and set forth in the Articles of Agreement "Uniforms, safety, and equipment"; The Liaison and other City personnel who provide services pursuant to this Agreement are Employees of the City, and the Police Chief shall maintain supervisory control and command over such Employees. Responsibilities of the Center: The Center agrees to fund clinicians for the Mental Health Liaison Program. This staff's primary responsibilities will include: • Responding to calls with the Liaison to perform crisis assessments; • Responding to calls with the Liaison to provide crisis intervention services; • Responding to calls with the Liaison to provide crisis follow-up services; • Coordinating referrals with the Liaison to various Center and community crisis services; • Coordinating follow-up appointments and providing continuity of care for individuals seen by the team; • Sewing as a Liaison with the Liaison for law enforcement entities (such as police departments, local justices of the peace, and county judges) to the local community mental health system; • Providing secure and adequate office space with designated locking file space to the Liaison to carry out his/her duties and permit access to all necessary facilities; • Coordinating and assisting with all activity scheduling and ensure adequate time is allotted for preparation of any and all required reports; and Page 2 of 15 ® Refening any comments, criticism, suggestions or recommendations concerning the L&ison's assignments or pezd'ormance as soon as possible to the Beaumont Police Department, or his/her designee. In T]EIUYMNA.TI®N This Agreement may be terminated early, with or without cause or for convenimce, by either party giving written notice of its intention to so terminate to the other party thirty (3 0) days before the effective date of termination. This Agreement is contingent upon the avails receipt: of local, state or federal funds that Center has allocated to this Agreement. fiva k ecome unavailable during any budget period, this Agreement may be imm temrinate educed at the discre-tion of Center. Center will be responsible for paym monies due ough and including the date of such termination or reduction. Since Center is responsible6forartial fin ed for the on positions, ii City fails to receive such Funding_reason w due, Liaison ma e imxvediately withdrawn from this service. Taus p not to b as a contract of employment with Liaison. IN. 1�2t1�k V7�C 1 .�/ • • :'�QWI YE.�1bf J. 1 t: / / 1 'e c;L'�li i / i G i`1�� f - IOwL+:I ' I1 : 1 1 ' 7 1 1411WARI " lv City must Vfaimntho, dentiality of information received during the performance of this Agreemi.ent, incon that discloses confidential. personal information or identifies anypersoner in accordance with applicable federal and state laws r Lam" wkir— Page 3 of 15 VI. PAYMENT For the services provided, the Center agrees to reimburse City for equipment utilized by the Mental Health officer, to include a vehicle, standard vehicle equipment, annual fiuel costs, and officer assigned equipment such as a uniform, taser, and cell phone based on the grant funding awarded to the Center. The Center will also provide any specialized training pursuant to assigned responsibilities. The City will pay one hundred percent (100%) of the cost for one (1) peace officer to provide the law enforcement services; including salaries, benefits, deferred liabilities, and any additional expenses the City may incur in providing the services of the Mental Health deputy for the term of the Agreement. Center expressly understands and agrees that if payment is not received within thirty (30) days of the date due, this Agreement may be terminated by City without further notice. Further, failure to make demand for payment due shall not be a waiver of Center's obligation to make timely payments. City, acting through the Central Collections Division, will submit a quarterly billing statement (invoice) to the Spindletop Center, 655 S. 8th Street, Beaumont, Texas, 77701. Center will make payment in accordance with the terms of what is commonly called the Texas Prompt Payment Act. No payment can be made by Center until this Agreement has been signed and returned to Center. VII. BOOKS AND RECORDS All books, records and other methods of documentation related to this Agreement are and will be open to audit by HHSC during normal business horns. VIII. CENTER CONTRACT REQUIREMENTS The Authority is required to insert the provisions of 25 TAC §412.57 in all of its contracts. Exhibit "A" is a copy of the provisions. The parties agree that the majority of the provisions do not apply to City; however, those that are applicable shall apply. An executed Business Associate Agreement (Exhibit "B") must be on file, in addition to, this Agreement pursuant to which Center may provide City with access to health information that is protected by state and/or federal law. IX. Page 4 of 15 VENUE Venue and/or jurisdiction for this Agreement shall be in Jefferson County, Texas. X. NOTICES All notices to be given under this Agreement shall be sent by certified mail, return receipt requested, at the address shown below. XI. EXECUTION BY CHIEF OF POLICE The City Manager of the City of Beaumont signs this Agreement to evidence his willingness to abide by all terms and conditions imposed upon the Beaumont Police Department. Executed this SPINDLETOP CENTER By: Holly Borel Chief Executive Officer Address: 655 South 8t' St. Beaumont, TX 77701 day of , 2018. CITY OF BE, AUMONT Kyle Hayes City Manager Address: 801 Main. Beaumont, TX 77701 I CERTIFY THAT THIS CONTRACT WAS APPROVED BY THE BOARD OF TRUSTEES OF SPINDLETOP CENTER IN OPEN MEETING ON THE DAY OF , 2018. Lz- Billy Pruett Secretary to the Board of Trustees Page 5 of 15 EXHIBIT "A" TAC §412.57 Texas Administrative Code TITLE 25 HEALTH SERVICES PART 1 DEPARTMENT OF STATE HEALTH SERVICES CHAPTER 412 LOCAL MENTAL HEALTH AUTHORITY RESPONSIBILITIES SUBCHAPTER B CONTRACTS MANAGEMENT FOR LOCAL AUTHORITIES RULE §412.57 Provisions for Community Services Contracts (a) The local authority must ensure that all its community services contracts are consistent with the local authority's performance contract and with the model contracts designed by TDMHMR as required by the Texas Health and Safety Code, §534.055(c). (b) The local authority must include in all of its community services contracts that are funded by TDMHMR provisions stating: (1) the contract term; (2) the community service(s) to be purchased; (3) the identification of all parties; (4) the total allowable payment or, if the community service is procured tiu•ough open enrollment or is on a capitated basis, the rate of payment; (5) the method of payment; (6) that the contractor must comply with all applicable federal and state laws, rules, and regulations, including: (A) Title VI of the Civil Rights Act of 1964; (B) Section 504 of the Rehabilitation Act of 1973; (C) the Americans with Disabilities Act of 1990 (ADA); and (D) the Age Discrimination in Employment Act of 1967; (7) that if, as a result of a change to a TDMHMR rule or state or federal law, the contractual obligations of the contractor are materially changed or a significant financial burden is placed on the contractor, then the parties may renegotiate in good faith to amend the contract; (8) that no consumer will be excluded from participation in, denied the benefits of, or unlawfully discriminated against, in any program or activity funded by the contract on the grounds of race, color, ethnicity, national origin, religion, sex, age, disability, or political affiliation in accordance with applicable laws; (9) that all documents pertinent to the contract, including consumer records, will be retained by the contractor for a period of five years; (10) that all consumer -identifying information will be maintained by the contractor as confidential in accordance with applicable law and Chapter 414, Subchapter A of this title (relating to Client -Identifying Information); (11) that the contractor, its licensed staff, and other appropriate staff (such as QMHP-CS) will be credentialed before services are delivered to consumers by such contractor and staff; (12) a dispute resolution process; (13) the clearly defined performance expectations which directly relate to the community service's objectives, including goals, outputs, and measurable outcomes, and that the contractor must provide services in accordance with such expectations; Page 6 of 15 (14) that any allegation of abuse, neglect, or exploitation of a consumer under the contract will be reported in accordance with applicable law, TDMHMR rules, and Texas Department of Protective and Regulatory Services rules; (15) that AIDS/1-ITV workplace guidelines, similar to those adopted by TDMHMR and AIDS/HTV confidentiality guidelines and consistent with state and federal law, will be adopted and implemented by the contractor; (16) that the contractor will comply with the relevant TDMHMR rules, certifications, accreditations, and licenses, that are specified in the contract; (17) that services will be provided in accordance with consumers' treatment plans; (18) that pursuant to Texas Health and Safety Code, §534.061, TDMHMR, the local authority, and their designees, including independent financial auditors, shall have, with reasonable notice, unrestricted access to all facilities, records, data, and other information under the control of the contractor as necessary to enable the local authority to audit, monitor, and review all financial and programmatic activities and services associated with the contract; (19) any sanctions and remedies the local authority may take in response to the contractor's failure to comply with the contract provisions; and (20) that the contractor will immediately notify the local authority of any change, or potential change, in its status that could affect its inclusion in the provider network. (c) The local authority must include in all of its community services contracts for residential services that are funded by TDMHMR provisions stating; (1) that the contractor shall provide evidence of criminal history record information on the contractor's applicants, employees, and volunteers, pursuant to the Texas Health and Safety Code, §533.007 and Chapter 250; the Texas Government Code, §411.115; and Chapter 414, Subchapter K of this title (relating to Cri ninal History Clearances); and (2) that if an applicant, employee, or volunteer of the contractor has a criminal history relevant to his or her employment as described in Chapter 414, Subchapter K of this title (relating to Criminal History Clearances), then the contractor will take appropriate action with respect to the applicant, employee, or volunteer, including terminating or removing the employee or volunteer from direct contact with consumers served by the contractor. (d) Community services contracts that require the contractor to assume responsibility for the funds of a consumer must contain provisions requiring the contractor to have and abide by a written policy, which is subject to approval by the local authority, for protecting and accounting for such funds in accordance with generally accepted accounting principles. Source Note: The provisions of this §412.57 adopted to be effective April 22, 2001, 26 TexReg 2845 Page 7 of 15 EXHIBIT "B" BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement (the 'BAA"), is hereby entered into between Spindletop Center, ("Covered Entity"), and The City of Beaumont Police Department, ("Business Associate"). WHEREAS, Covered Entity and Business Associate have entered into an agreement to provide Mental Health Liaison Deputy Services -pursuant to which Covered Entity may provide Business Associate with access to health information that is protected by state and/ or federal law; WHEREAS, Business Associate and Covered Entity desire that Business Associate obtain access to such information in accordance with the terms specified herein; and NOW THEREFORE, in consideration of the mutual promises set forth in this BAA and other good and valuable consideration, the sufficiency and.receipt of which are hereby severally acknowledged, the parties agree as follows: 1. Definitions. Unless otherwise specified in this BAA, all capitalized terms not otherwise defined shall have the meanings established in Title 45, Parts 160 and 164, of the United States Code of Federal Regulations, as amended from time to time, and/or in the Health Information Technology for Economic and Clinical Health ("HITECH") Act. For purposes of clarification, the following terms shall have the definitions set forth below: 1.1 "Privacy Rule" shall mean the standards for Privacy of Individually Identifiable Health Information as set forth in 45 C.F.R. Parts 160 and 164, Subparts A and E. 1.2 "Security Rule" shall mean the standards of security requirements of the HIPAA regulations at 45. C.F.R. §§302 through 164.31. 2. Business Associate Obligations Business Associate may receive from Covered Entity health information that is protected under applicable state and/ or federal law, including without Limitation, Protected Health Information ("PHI"). Business Associate agrees not to Use or Disclose (or permit the Use or Disclosure of) PHI in a manner that would violate the requirements of the Privacy Rule or the Security Rule under HIPAA or HITECH, if the PHI were used or disclosed by Covered Entity in the same manner. Business Associate shall use appropriate safeguards to prevent the Use or Disclosure of PHI other than as expressly permitted under this BAA. Business Associate agrees to not directly or indirectly receive payment in exchange for any PHI, unless Covered Entity obtained from the individual, who is the subject of the PHI, a signed written authorization specifically stating that the, PHI can be exchanged for payment, or otherwise permitted by the limited exceptions as provided in HITECH § 13405(d). Business Associate agrees to mitigate, to the extent reasonably possible, any harmful Page 8 of 15 effect that is known to Business Associate from any use or disclosure of PHI by Business Associate that is not authorized by this Agreement. Business Associate further agrees to mitigate, to the extent reasonably possible, any harmful effect that is known to Business Associate from any Security Incident or, after a reasonable investigation, would be known to Business Associate. 3. Use of PHI. Business Associate may use PHI as necessary (i) for performing services set out in the Underlying Agreement, or (ii) for carrying out its legal responsibilities, provided in each case that such Uses are permitted under federal and state law. Covered Entity shall retain all rights in the PHI not granted herein. 4. Disclosure of PHI. Business Associate may Disclose PHI as' necessary (i) to perform services under the Underlying Agreement, or (ii) to carry out its legal responsibilities, provided that either (a) the Disclosure is Required by Law or (b) the Business Associate obtains reasonable assurances from the person to whom the information is Disclosed that the information will be held confidential and fiirther Used and Disclosed only as Required by Law or for the purpose for which it was Disclosed to the person, and such Person agrees to immediately notify the Business Associate of any instances of which it is aware that the confidentiality of the information has been breached. 5. Reports, Business Associate agrees to report to Covered Entity: 5.1 Any Use or Disclosure of PHI not authorized by this BAA within five (5) days of the Business Associate becoming aware of such unauthorized Use or Disclosure; 5.2 Any Security Incident within five (5) days of the Business Associate becoming aware of the Security Incident; and, 5.3 Any Breach of Unsecured PHI Discovered by Business Associate, to the extent Business Associate accesses, maintains, retains, modifies, records, stores, destroys or otherwise holds, Uses or Discloses Unsecured PHI, unless delayed for law enforcement purposes, without delay and in no case later than five (5) calendar days after Discovery of the Breach, and shall include the identification of each Individual whose Unsecured PHI has been, or is reasonably believed by Business Associate to have been, accessed, acquired or Disclosed ducting such Breach. In addition, Business Associate shall provide the Covered Entity with any other available information that the Covered Entity is required to include in the notification to the individual under 45 C.F.R. § 164.404(c) or as soon thereafter as information becomes available. Page 9 of 15 6. Agents and Subcontractors. IfBusiness Associate discloses PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity, to agents, including a subcontractor (collectively, "Recipients"), Business Associate shall require Recipients to agree in writing in accordance with 45 C.F.R. § 164.504(e)(1)(i) that the Recipient will appropriately safeguard the information by imposing, at minimum, the same restrictions and conditions that apply to the Business Associate under this BAA. 7. Individual Rights to Access and Amendment. 7.1 Access. If Business Associate maintains a Designated Record Set on behalf of Covered Entity, Business Associate shall permit an Individual to inspect or copy PHI contained in that set about the Individual in accordance with the Privacy Rule set forth in 45 C.F.R. § 164.524, as it may be amended from time to time, unless excepted or a basis for denial exists under 45 C.F.R. § 164.524, as determined by the Covered Entity. In the event a Business Associate uses or maintains an Electronic Health Record on behalf of Covered Entity, then, as of the date required by HITECH, an Individual's right of access under 45 C.F.R. § 164.524 shall include the right to obtain a copy of the PHI in an electronic format and, if the Individual chooses in a clear, conspicuous and specific manner, to direct the Business Associate to transmit such copy to any person designated by the Individual. Business Associate shall respond to any request from Covered Entity for access by an Individual within five (5) days of such request unless otherwise agreed to by Covered Entity. 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 may be charged for copying PHI or providing a summary of PHI in accordance with 45 C.F.R. § 164;524(c)(4), provided that any such fee relating to a copy or summary of PHI provided in an electronic form may not be greater than the labor costs incurred in response to the request for the copy or summary. 7.2 Amendment. Business Associate shall accommodate an Individual's right to amend PHI or a record about the Individual in a Designated Record Set in accordance with the Privacy Rule set forth at 45 C.F.R. § 164.526, as it may be amended from time to time, unless excepted or a basis for denial exists under 45 C.F.R. § 164.526, as determined by the Covered Entity. Covered Entity shall determine whether a denial to an amendment request is appropriate or an exception applies. Business Associate shall notify Covered Entity within five (5) days of receipt of any request for amendment by an Individual and shall make any amendment requested by Covered Entity within ten (10) days of such request. Business Associate shall have a process in place for requests for amendments and for appending such requests to the Designated Record Set. 8. Accounting of Disclosures. 8.1 General Accounting Provisions. Business Associate shall make available to Covered Entity in response to a request from an Individual, information required for an accounting of Disclosures of PHI with respect to the Individual, in accordance with 45 C.F.R. § 164.528, as it may be amended from time to time, Page 10 of 15 unless an exception to such Accounting exists under 45 C.F.R, § 164.528. Such Accounting is limited to Disclosures that were made in the six (6) years prior to the request and shall not include any Disclosures that were made prior to the compliance date of the Privacy Rule. Business Associate shall provide such information necessary to provide an accounting within thirty (30) days of Covered Entity's request. 8.2 Special Provisions for Disclosures mace through an Electronic Health Record. As of the date required by HITECH, if Covered Entity uses or maintains an Electronic Health Record with respect to PHI and if Business Associate makes Disclosures of PHI for Treatment, Payment or Health Care Operations purposes through such Electronic Health Record, Business Associate will provide an accounting of Disclosures that Covered Entity has determined were for Covered Entity's Treatment, Payment and/or Health Care Operations purposes to Individuals who request an accounting directly frorn Business Associate. Any accounting made pursuant to this Section 8.2 shall be limited to Disclosures made in the three (3) years prior to the Individual's request for the accounting. The content of the accounting shall be in accordance with 45 C.F.R. § 164.528, as it may be amended from time to time. 8.3 Tees for an Accounting. Any accounting provided under Section 8.1 or Section 8.2 must be provided without cost to the Individual or to Covered Entity if it is the first accounting requested by an Individual within any twelve (12) month period; however, a reasonable, cost based fee may be charged for subsequent accountings if Business Associate informs the Covered Entity and the Covered Entity informs the Individual in advance of the fee, and the Individual is afforded an opportunity to withdraw or modify the request. 9. Withdrawal of Consent or Authorization. If the use or disclosure of PHI in this BAA is based upon an Individual's specific consent or authorization for the use of his or her PHI, and (i) the Individual revokes such consent or authorization in writing, (ii) the effective date of such authorization has expired, or (iii) the consent or authorization is found to be defective in any manner that renders it invalid, Business Associate agrees, if it has notice of such revocation or invalidity, to cease the Use and Disclosure of any such Individual's PHI except to the extent it has relied on such Use or Disclosure, or where an exception under the Privacy Rule expressly applies. 10. Records and Audit. Business Associate shall make available to Covered Entity and to the Secretary of Health and Human Services ("Secretary") or her agents, its 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 for the purpose of determining Covered Entity's compliance with the Privacy Rule and the Security Rule or any other health oversight agency, in a timely a manner designated by Covered Entity or the Secretary. Except to the extent prohibited by law, Business Associate agrees to notify Covered Entity immediately upon receipt by Business Associate of any and all requests served upon Business Associate by or on behalf of any and all government authorities relating to PHI received from, or created or received by, Business Associate on behalf of Covered Entity. Page 11 of 15 11. Notice of Privacy Practices. Covered Entity shall provide to Business Associate its Notice of Privacy Practices ("Notice'D, including any amendments to the Notice. Business Associate agrees that it will abide by any limitations set forth in the Notice, as it may be amended from time to time, ofwhich it has knowledge. An amended Notice shall not affect permitted Uses and Disclosures on which Business Associate has relied prior to receipt of such Notice. 12. Securijy Business Associate will (i) implement Administrative, Physical and Technical Safeguards that reasonably and appropriate protect the confidentiality, integrity and availability of the Electronic Protected Health Information that it creates, receives, maintains, or transmits on behalf of Covered Entity as required under the Security Rule•, and (ii) ensure that any agent, including a subcontractor, to whom it provides Electronic Protected Health Information agrees to implement reasonable and appropriate safeguards to protect such information as required under the Security Rule. Further, as of the date required by HITECH, Business Associate shall comply with the standards and implementation specifications set forth in 45 C.F.R. §§ 164.308,164.3 10, 164.312 and 164.316 with respect to such Administrative, Physical and Technical Safeguards. 13. Term and Tennination. 13.1 This BAA shall commence on the effective date of the Agreement and shall remain in effect until terminated in accordance with the terms of this Section 13, provided, however, that any termination shall not affect the respective obligations or rights of the parties arising under this BAA prior to the effective date of termination, all of which shall continue in accordance with their terms. 13.2 Covered Entity shall have the right to terminate this BAA for any reason upon thirty (30) days written notice to Business Associate. 13.3 Covered Entity, at its sole discretion, may immediately terminate this BAA and shall have no further obligations to Business Associate hereunder if any of the following events shall have occurred and be continuing: i) Business associate shall fail to observe or perform any material covenant or agreement contained in this. BAA for ten (10) days after written notice thereof has been given to Business Associate by Covered Entity; or ii) A violation by Business Associate of any provision of the Privacy Rule, Security Rule, or other applicable federal or state privacy law. 13.4 Upon the termination of negotiations for a possible business relationship with Covered Entity, this BAA shall terminate simultaneously without additional notice. 13.5 Upon termination of this BAA for any reason, Business Associate agrees either to return to Covered Entity or to destroy all PHI received from Covered Entity or otherwise created through the performance of the Agreement Services for Page 12 of 15 Covered Entity that is in the possession or control of Business Associate or its agents. In the case of information for which it is not feasible to "return or destroy", Business Associate shall continue to comply with the covenants in this BAA with respect to such PHI and shall comply with other applicable state or federal law, which may require a specific period of retention, redaction, or other treatment. Termination of this BAA shall be cause for Covered Entity to terminate the Agreement. 14, Miscellaneous. 14.1 Notice. All notices, requests, demands and other communications required or permitted to be given or made under this BAA shall be in writing, shall be effective upon receipt or attempted delivery, and shall be sent by (i) personal delivery; (ii) certified or registered United States mail, return receipt requested; or (iii) overnight delivery service with proof of delivery. Notices shall be sent to the addresses below. Business Associate: Covered Entity: City of Beaumont Police Department Spindletop Center 255 College St. 655 S. 8" St. Beaumont TX 77701 Beaumont, TX 77701 Attention: Chief James Singletary Attention: Holly Borel, CEO 14.2 Waiver. No provision of this BAA or any breach thereof shall be deemed waived unless such waiver is in writing and signed by the party claimed to have waived such provision or breach. No waiver of a breach shall constitute a waiver of or excuse any different or subsequent breach. 14.3 Assignment. Neither party may assign (whether by operation or law or otherwise) any of its rights or delegate or subcontract any of its obligations under this BAA without the prior written consent of the other party. Notwithstanding the foregoing, Covered Entity shall have the right to assign its rights and obligations hereunder to any entity that is an affiliate or successor of Covered Entity, without the prior approval of Business Associate. 14.4 Compliance with HITECH; Agreement to Amend BAA. The parties agree that it is their intention (i) to comply with the privacy and security provisions contained in HITECH and (ii) to incorporate those provisions into this BAA to the extent required by HITECH. The parties further agree to amend this BAA to the extent necessary to comply with state and federal laws, including without limitation, the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and HITECH, and any regulations promulgated or other guidance issued pursuant to HIPAA and HITECH. Page 13 of 15 1.4.5 Entre Agreement. This BAA constitutes the complete agreement between Business Associate and Covered Entity relating to the matters specified in this BA.A., and supersedes all prior representations or agreements, whether oral or written, with respect to such matters. In the event of any conflict between the terms of this BAA and the terms of any such later agreement(s), the terms of this BAA shall control unless the terms of such later agreement comply with the Privacy Rule and the Security Rule. No oral modification or waiver of any of the provisions of this BAA shall be binding on either party. This BAA is for the benefit of, and shall be binding upon the parties, their affiliates and respective successors and assigns. No third party shall be considered a third party beneficiary under this BAA, nor shall any arty have any rights as a result of tbis BAA. 14.6 Governing Law.. This BAA shall be with the laws of the State where VCA,t-e- to, e&A, toA 14.7 i Covex ntity, its officers,-- ect 14.8 against all liabilid� penalties (includint of every kind Whd Business Associate claims, demaaa&, Doi or duty and interpreted in accordance Located.49 n 5 ` p d civil monetary and reason ttorneY. fees) arising out o e violation of 33yeement; and (ii) any nil=DrOCeany _ _ T- r- - ____ ._ rl� -'� •h • ajy..t.T i t �5!• or duty !! • • •. • K•!�. A may cuted in one or more counterparts, each of 9 Z -m- 0 U Z,)Fu d 'IN ill Ut all of which together shall con�titatlo one, XJL ;Eula.. Xe: t!p u! t y 6r11�i� 1 :'i'� • of of t BAA, • ! : not benecessary • •..;ri a n c : • , r ed1 ! • u • �'a�3i t one : t countepart executed by the party W&DANI ME 9 .4 kw. BAA is sought Page 14 of 15 AGREED AND ACKNOWLEDGED: BUSINESS ASSOCIATE: Company Name: City of Beaumont Police Department M. Name: James Singletary Title: Chief of Police Date: COVERED ENTITY: Spindletop Center M Name: Holly Borel Title: Chief Executive Officer Date: Page 15 of 15 STATE OF TEXAS CITY OF BEAUMONT INTERLOCAL COOPERATION CONTRACT This Agreement is made and entered into by and between Spindletop Center, a unit of local government whose principal office is in Beaumont, Jefferson County, Texas, "Center" and the City of Beaumont, a political subdivision of the State of Texas, "City". The purpose of this Agreement is to fund a Mental Health Liaison position for the Mental Health Liaison Program and is authorized pursuant to Chapter 791, Texas Government Code. Spindletop Center, a community center and an agency of the State of Texas established under the provisions of Chapter 534 of the Texas Health & Safety Code Ann. (Vernon 1992), as amended, is authorized to contract for the services made the subject of this Agreement. In consideration of the mutual agreement contained herein, the parties agree as follows: 1. TERM OF AGREEMENT The initial term of.this Agreement shall begin immediately upon signature by all parties and shall automatically renew on September 1 of each year thereafter, on a year-to-year basis at the same amount in effect at the time of the initial term until such time as a modification to the Agreement is executed by both parties or this Agreement is terminated, H. SERVICES Center is designated as a mental health and intellectual and developmental disability local authority by the Health and Human Services Commission (HHSC). Its mission is to plan, coordinate, develop policy, develop and allocate resources, supervise, and ensure the provision of community -based mental health and ' intellectual and developmental disability services for residents of Jefferson, Orange, Chambers, and Hardin Counties, Texas. These activities sometimes involve coordination of activities with the judicial system. Center requests City to provide a police officer as a Mental Health Liaison to assist in fulfilling the Center's mission. Responsibilities of the City: The City, by and through the Beaumont Police Department, agrees to provide a Mental Health Liaison deputy as agreed upon, ("Liaison") for the Mental Health Liaison Program. The Liaison will hold a license of peace officer certified under Section 1701.404, Occupations Code assigned specifically to perform duties pursuant to applicable sections of the Texas Mental Health Code. Both the County and the Center will agree upon the personnel designated as Liaison. Page 1 of 15 The Liaison's primary responsibilities will include: 1. Be available for and assist the Center Continuity of Care team with City Jail and hospital follow-ups; 2. Be available for and assist the Center Mobile Crisis team when they respond to crisis calls in the community, 3. Be available for and assist the Center PATH and CSS teams when they respond to calls in the community; 4. Be available for and assist Center clinical staff when working with aggressive or difficult clients; 5. Provide required number of contacts as designated by the Center; 6. Serve as a Liaison between the Center, law enforcement, hospitals, and judicial entities 7. Collaborate with the Center on any additional training pertinent; and S. Provide training to Center, law enforcement, hospitals, judicial entities, and the community as directed by the Center. In the performance of these duties, the City shall: m Provide whatever administrative support and assistance within the duties of a police officer as may be required to fulfill the needs of the parties; • Provide the mandated in-service training and any additional training required by the Texas Commission on Law Enforcement (TCOLE); Provide the same basic and necessary equipment provided to each officer assigned to law enforcement duties and set forth in the Articles of Agreement "Uniforms, safety, and equipment"; The Liaison and other City personnel who provide services pursuant to this Agreement are Employees of the City, and the Police Chief shall maintain superviso%y control and command over such Employees. Responsibilities of the Center: The Center agrees to fund clinicians for the Mental Health Liaison Program. This staffs primary responsibilities will include: • Responding to calls with the Liaison to perform crisis assessments; • Responding to calls with the Liaison to provide crisis intervention services; • Responding to calls with the Liaison to provide crisis follow-up services; • Coordinating referrals with the Liaison to various Center and community crisis services; • Coordinating follow-up appointments and providing continuity of care for individuals seen by the team; • Serving as a Liaison with the Liaison for law enforcement entities (such as police departments, Iocal justices of the peace, and county judges) to the local community mental health system; • Providing secure and adequate office space with designated locking file space to the Liaison to carry out his/her duties and permit access to all necessary facilities; • Coordinating and assisting with all activity scheduling and ensure adequate time is allotted for preparation of any and all required reports; and Page 2 of 15 Referring any comments, criticism, suggestions or recommendations concerning the Liaison's assignments or performance as soon as possible to the Beaumont Police Department, or his/her designee. in. TERMINATION This Agreement may be terminated early, with or without cause or for convenience, by either party giving written notice of its intention to so terminate to the other party thirty (30) days before the effective date of termination. This Agreement is contingent upon the availability and receipt of local, state or federal fiends that Center has allocated to this Agreement. If such funds become unavailable during any budget period, this Agreement may be immediately terminated or reduced at the discretion of Center. Center will be responsible for payment of all monies due up through and including the date of such termination or reduction. Since Center is responsible for partial funding as required for the Liaison positions, if City fails to receive such funding for any reason when it is due, Liaison will be immediately withdrawn from this service. This paragraph is not to be construed as a contract of employment with Liaison. IV. DOCUMENTATION Liaison shall complete such reports of work -related activities as may be required by Center. The documentation of all reports will be in the manner and on forms prescribed by the Center. V. CONFIDENTIALITY City must maintain the confidentiality of information received during the performance of this Agreement, including information as required by and in that discloses confidential personal information or identifies any person served by Center, in accordance with applicable federal and state laws. Page 3 of 15 W PAYMENT For the services provided, the Center agrees to pay the City for equipment utilized by the Mental Health officer, to include a vehicle, standard vehicle equipment, annual fuel costs, and officer assigned equipment such as a uniform, taser, and cell phone based on the grant funding awarded to the Center. The Center will also provide any specialized training pursuant to assigned responsibilities. The City will pay one hundred percent (100%) of the cost for one (1) peace officer to provide the law enforcement services; including salaries, benefits, deferred liabilities, and any additional expenses the City may incur in providing the services of the Mental Health deputy for the term of the Agreement. r Center expressly understands and agrees that if payment is not received within thirty (30) days of the date due, this Agreement may be terminated by City without further notice. Further, failure to make demand for payment due shall not be a waiver of Center's obligation to make timely payments. City, acting through the Central Collections Department, will submit a quarterly billing statement (invoice) to the Spindletop Center, 655 S. 811' Street, Beaumont, Texas, 77701.. Center will make payment in accordance with the terms of what is commonly called the Texas Prompt Payment Act. No payment can be made by Center until this Agreement has been signed and returned to Center. VH. BOOKS AND RECORDS All books, records and other methods of documentation related to this Agreement are and will be open to audit by HHSC during normal business hours. VUL CENTER CONTRACT REQUIREMENTS The Authority is required to insert the provisions of 25 TAC §412.57 in all of its contracts, Exhibit "A" is a copy of the provisions. The parties agree that the majority of the provisions do not apply to City; however, those that are applicable shall apply. An executed Business Associate Agreement (Exhibit `B") must be on file, in addition to, this Agreement pursuant to which Center may provide City with access to health information that is protected by state and/or federal law. Page 4 of 15 IX. VENUE Venue and/or jurisdiction for this Agreement shall be in Jefferson County, Texas. X. NOTICES All notices to be given under this Agreement shall be sent by certified mail, return receipt requested, at the address shown. below. XI. EXECUTION BY CHIEF OF POLICE The City Manager of the City of Beaumont signs this Agreement to evidence his willingness to abide by all terms and conditions imposed upon the Beaumont Police Department. Executed this 42 1 S l� day of of , 2018. SPINDLETOP CENTER CITY OF BEAUMONT POLICE DEPT. By: By: Holly Borel Chief Executive Officer Address: 655 South 8" St. Beaumont, TX 77701 Ll� Kyle Hayes City Manager Address: 801 Main Beaumont, TX 77701 I CERTIFY THAT THIS CONTRACT WAS APPROVED BY THE BOARD OF TRUSTEES OF SPINDLETOP CENTER IN OPEN MEETING ON THE L—L DAY OF 2018. By: Billy Pruett Secretary to the Board of Trustees Page 5 of 15 EXIMIT "A" TAC §412.57 Texas Administrative Code TITLE 25 HEALTH SERVICES PART 1 DEPARTMENT OF STATE HEALTH SERVICES CHAPTER 412 LOCAL MENTAL HEALTH AUTHORITY RESPONSIBILITIES SUBCHAPTER B. CONTRACTS MANAGEMENT FOR LOCAL AUTHORITIES RULE §412.57 Provisions for Community Services Contracts (a) The local authority must ensure that all its community services contracts are consistent with the local authority's performance contract and with the model contracts designed by TDMHMR as required by the Texas Health and Safety Code, §534.055(c). (b) The local authority must include in all of its community services contracts that are funded by TDMHMR provisions stating: (1) the contract term; (2) the community service(s) to be purchased; (3) the identification of all parties; (4) the total allowable payment or, ifthe community service is procured through open enrollment or is on a capitated basis, the rate of payment; (5) the method of payment; (6) that the contractor must comply with all applicable federal and state laws, rules, and regulations, including: (A) Title VI of the Civil Rights Act of 1964; (B) Section 504 of the Rehabilitation Act of 1973; (C) the Americans with Disabilities Act of 1990 (ADA); and (D) the Age Discrimination in Employment Act of 1967; (7) that if, as a result of a change to a TDMII1v1R rule or state or federal law, the contractual obligations of the contractor are materially changed or a significant financial burden is placed on the contractor, then the parties may renegotiate in good faith to amend the contract; (8) that no consumer will be excluded from participation in, denied the benefits of; or unlawfully discriminated against, in any program or activity funded by the contract on the grounds of race, color, ethnicity, national origin, religion, sex, age, disability, or political affiliation in accordance with applicable laws; (9) that all documents pertinent to the contract, including consumer records, will be retained by the contractor for a period of five years; (10) that all consumer -identifying information will be maintained by the contractor as confidential in accordance with applicable law and Chapter 414, Subchapter A of this title (relating to Client -Identifying Information); (11) that the contractor, its licensed staff, and other appropriate staff (such as QMHP-CS) will be credentialed before services are delivered to consumers by such contractor and staff; (12) a dispute resolution process; Page 6 of 15 (13) the clearly defined performance expectations which directly relate to the community service's objectives, including goals, outputs, and measurable outcomes, and that the contractor must provide services in accordance with such expectations; (14) that any allegation of abuse, neglect, or exploitation of a consumer under the contract will be reported in accordance with applicable law, TDMHMR rules, and Texas Department of Protective and Regulatory Services rules; (15) that AIDS/HIV workplace guidelines, similar to those adopted by TDMHMR and AIDS/HIV confidentiality guidelines and consistent with state and federal law, will be adopted and implemented by the contractor; (16) that the contractor will comply with the relevant, TDMHMR rules, certifications, accreditation, and licenses, that are specified in the contract; (17) that services will be provided in accordance with consumers' treatment plans; (18) that pursuant to Texas Health and Safety Code, §534.061, TDMHMR, the local authority, and their designees, including independent financial auditors, shall have, with reasonable notice, unrestricted access to all facilities, records, data, and other information under the control of the contractor as necessary to enable the local authority to audit, monitor, and review all financial and programmatic activities and services associated with the contract; (19) any sanctions and remedies the local authority may take in response to the contractor's failure to comply with the contract provisions; and (20) that the contractor will immediately notify the local authority of any change, or potential change, in its status that could affect its inclusion in the provider network. (c) The local authority must include in all of its community services contracts for residential services that are funded by TDMPIlVIR provisions stating: (1) that the contractor shall provide evidence of criminal history record information on the contractor's applicants, employees, and volunteers, pursuant to the Texas Health and Safety Code, §533.007 and Chapter 250; the Texas Government Code, §411.115; and Chapter 414, Subchapter K of this title (relating to Criminal History Clearances); and (2) that if an applicant, employee, or volunteer .of the contractor has a criminal history relevant to his or her employment as described in Chapter 414, Subchapter K of this title (relating to Criminal History Clearances), then the contractor will take appropriate action with respect to the applicant, employee, or volunteer, including terminating or removing the employee or volunteer from direct contact with consumers served by the contractor. (d) Community services contracts that require the contractor to assume responsibility for the funds of a consumer must contain provisions requiring the contractor to have and abide by a written policy, which is subject to approval by the local authority, for protecting and accounting for such funds in accordance with generally accepted accounting principles. Source Note: The provisions of this §412.57 adopted to be effective April 22, 2001, 26 TexReg 2845 Page 7 of 15 BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement (the "BAA"), is hereby entered into 'between Spindletol? Center, ("Covered Entity"), and The City of Beaumont Police Department, ("Business Associate"). WHEREAS, Covered Entity and Business Associate have entered into an agreement to provide Mental Health Liaison Deputy Services pursuant to which Covered Entity may provide Business Associate with access to health information that is protected by state and/ or federal law; WHEREAS, Business Associate and Covered Entity desire that Business Associate obtain access to such information in accordance with the terms specified herein; and NOW THEREFORE, in consideration of the mutual promises set forth in this BAA and other good and valuable consideration, the sufficiency and receipt of which are hereby severally acknowledged, the parties agree as follows: 1. Definitions. Unless otherwise specified in this BAA, -all capitalized terms not otherwise defined shall have the meanings established in Title 45, Parts 160 and 164, of the United States Code of Federal Regulations, as amended fiom time to time, and/or in the Health Information Technology for Economic and Clinical Health ("HITECH") Act. For purposes of clarification, the following terms shall have the definitions set forth below: 1.1 "Privacy Rule" shall mean the standards for Privacy of Individually Identifiable Health Information as set forth in 45 C.F.R. Parts 160 and 164, Subparts A and E. 1.2 "Security Rule" shall mean the standards of security requirements of the HIPAA regulations at 45. C.F.R. §§302 through 164.31. 2. Business Associate Obligations, Business Associate may receive from Covered Entity health information that is protected under applicable state and/ or federal law, including without limitation, Protected Health Information ("PHI"). Business Associate agrees not to Use or Disclose (or permit the Use or Disclosure of) PHI in a manner that would violate the requirements of the Privacy Rule or the Security Rule under HIPAA or HITECH, if the PHI were used or disclosed by Covered Entity in the same manner. Business Associate shall use appropriate safeguards to prevent the Use or Disclosure of PHI other than as expressly permitted under this BAA. Business Associate agrees to not directly or indirectly receive payment in exchange for any PHI, unless Covered Entity obtained from the individual, who is the subject of the PHI, a signed written authorization specifically stating that the PHI can be exchanged for payment, or otherwise permitted by the limited exceptions as provided in HITECH § 13405(d). Business Associate agrees to mitigate, to the extent reasonably possible, any harmful Page 8 of 15 effect that is known to Business Associate from any use or disclosure of PHI by Business Associate that is not authorized by this Agreement. Business Associate further agrees to mitigate, to the extent reasonably possible, any harmful effect that is known to Business Associate from any Security Incident or, after a reasonable investigation, would be known to Business Associate. 3. Use of PHI, Business Associate may use PHI as necessary (i) for performing services set out in the Underlying Agreement, or (ii) for carrying out its legal responsibilities, provided in each case that such Uses are permitted under federal and state law. Covered Entity shall retain all rights in the PHI not granted herein. 4. Disclosure of PHI. Business Associate may Disclose PHI as necessary (i) to perform services under the Underlying Agreement, or (ii) to carry out its legal responsibilities, provided that either (a) the Disclosure is Required by Law or (b) the Business Associate obtains reasonable assurances from the person to whom the information is Disclosed that the information will be held confidential and further Used and Disclosed only as Required by Law or for the purpose for which it was Disclosed to the person, and such person agrees to immediately notify the Business Associate of any instances of which it is aware that the confidentiality of the information has been breached. 5. Reports, Business Associate agrees to report to Covered Entity: 5.1 Any Use or Disclosure of PHI not authorized by this BAA within five (5) days of the Business Associate becoming aware of such unauthorized Use or Disclosure; 5.2 Any Security Incident within five (5) days of the Business Associate becoming aware of the Security Incident; and, 5.3 Any Breach of Unsecured PHI Discovered by Business Associate, to the extent Business Associate accesses, maintains, retains, modifies, records, stores, destroys or otherwise holds, Uses or Discloses Unsecured PHI, unless delayed for law enforcement purposes, without delay and in no case later than five (5) calendar days after Discovery of the Breach, and shall include the identification of each Individual whose Unsecured PHI has been, or is reasonably believed by Business Associate to have been, accessed, acquired or Disclosed during such Breach. In addition, Business Associate shall provide the Covered Entity with any other available information that the Covered Entity is required to include in the notification to the individual under 45 C.F.R. § 164.404(c) or as soon thereafter as information becomes available. Page 9 of 15 6. Agents and Subcontractors. If Business Associate discloses PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity, to agents, including a subcontractor (collectively, "Recipients"), Business Associate shall require Recipients to agree in writing in accordance with 45 C.F.R. § 164.504(e)(1)(i) that the Recipient will appropriately safeguard the information by imposing, at minimum, the same restrictions and conditions that apply to the Business Associate under this BAA. 7. Individual Rights to Access and Amendment. 7.1 Access. If Business Associate maintains a Designated Record Set on behalf of Covered Entity, Business Associate shall permit an Individual to inspect or copy PHI contained in that set about the Individual in accordance with the Privacy Rule set forth in 45 C.F.R. § 164.524, as it may be amended fiom time to time, unless excepted or a basis for denial exists under 45 C.F.R. § 164,524, as determined by the Covered Entity. In the event a Business Associate uses or maintains an Electronic Health Record on behalf of Covered Entity, then, as of the date required by HITECH, an Individual' s right of access under 45 C.F.R. § 164.524 shall include the right to obtain a copy of the PHI in an electronic format and, if the Individual chooses in a clear, conspicuous and specific manner, to direct the Business Associate to transmit such copy to any person designated by the Individual. Business Associate shall respond to any request fiom Covered Entity for access by an Individual within five (5) days of such request unless otherwise agreed to by Covered Entity. 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 may be charged for copying PHI or providing a summary of PHI in accordance with 45 C.F.R. § 164.524(c)(4), provided that any such fee relating to a copy or summary of PHI provided in an electronic form may not be greater than the labor costs incurred in response to the request for the copy or summary. 7.2 Amendment. Business Associate shall accommodate an Individual's right to amend PHI or a record about the Individual in a Designated Record Set in accordance with the Privacy Rule set forth at 45 C.F.R. § 164.526, as it may be amended from time to time, unless excepted or a basis for denial exists under 45 C.F.R. § 164.526, as. determined by the Covered Entity. Covered Entity shall determine whether a denial to an amendment request is appropriate or an exception applies. Business Associate shall notify Covered Entity within five (5) days of receipt of any request for amendment by an Individual and shall make any amendment requested by Covered Entity within ten (10) days of such request. Business Associate shall have a process in place for requests for amendments and for appending such requests to the Designated Record Set. 8. Accounting of Disclosures. 8.1 General Accounting Provisions. Business Associate shall make available to Covered Entity in. response to a request from an Individual, information required .for an accounting of Disclosures of PHI with respect to the Individual, in accordance with 45 C.F.R. § 164,528, as it may be amended fiom-time to time, Page 10 of 15 unless an exception to such Accounting exists under 45 C.F.R. § 164.528, Such Accounting is limited to Disclosures that were made in the six (6) years prior to the request and shall not include any Disclosures that were made prior to the compliance date of the Privacy Rule. Business Associate shall provide such information necessary to provide an accounting within thirty (30) days of Covered Entity's request. 8,2 Special Provisions for Disclosures made through an Electronic Health Record. As of the date required by HITECH, if Covered Entity uses or maintains an Electronic Health Record with respect to PHI and if Business Associate makes Disclosures of PHI for Treatment, Payment or Health Care Operations purposes through such Electronic Health Record, Business Associate will provide an accounting of Disclosures that Covered Entity has determined were for Covered Entity's Treatment, Payment and/or Health Care Operations purposes to Individuals who request an accounting directly fiom Business Associate. Any accounting made pursuant to this Section 8,2 shall be limited to Disclosures made in the three (3) years prior to the Individual's request for the accounting. The content of the accounting shall be in accordance with 45 C.F.R. § 164,528, as it may be amended from time to time, 8.3 Fees for an Accounting. Any accounting provided under Section 8.1 or Section 8.2 must be provided without cost to the Individual or to Covered Entity if it is the first accounting requested by an Individual within any twelve (12) month period; however, a reasonable, cost based fee may be charged for subsequent accountings if Business Associate informs the Covered Entity and the Covered Entity informs the Individual in advance of the fee, and the Individual is afforded an opportunity to withdraw or modify the request. 9. Withdrawal of Consent or Authorization. If the use or disclosure of PHI in this BAA is based upon an Individual's specific consent or authorization for the use of his or her PHI, and (i) the Individual revokes such consent or authorization in writing, (ii) the effective date of such authorization has expired, or (iii) the consent or authorization is found to be defective in any manner that renders it invalid, Business Associate agrees, if it has notice of such revocation or invalidity, to cease the Use and Disclosure of any such Individual's PHI except to the extent it has relied on such Use or Disclosure, or where an exception under the Privacy Rule expressly applies. 10, Records and Audit. Business Associate shall make available to Covered Entity and to the Secretary of Health and Human Services ("Secretary") or her agents, its 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 for the purpose of determining Covered Entity's compliance with the Privacy Rule and the Security Rule or any other health oversight agency, in a timely a manner designated by Covered Entity or the Secretary. Except to the extent prohibited by law, Business Associate ' agrees to notify Covered Entity immediately upon receipt by Business Associate of any and all requests served upon Business Associate by or on behalf of any and all government authorities relating to PHI received from, or created or received by, Business Associate on behalf of Covered Entity. Page 11 of 15 11. Notice of Privacy Practices. Covered Entity shall provide to Business Associate its Notice of Privacy Practices ("Notice"), including any amendments to the Notice. Business Associate agrees that it will abide by any Iimitations set forth in the Notice, as it may be amended from time to time, of which it has knowledge. An amended Notice shall not affect permitted Uses and Disclosures on which Business Associate has relied prior to receipt of such Notice. 12. Security. Business Associate will (i) implement Administrative, Physical and Technical Safeguards that reasonably and appropriate protect the confidentiality, integrity and availability of the Electronic Protected Health Information that it creates, receives, maintains, or transmits on behalf of Covered Entity as required under the Security Rule; and (ii) ensure that any agent, including a subcontractor, to whom it provides Electronic Protected Health Information agrees to implement reasonable and appropriate safeguards to protect such information as required under the Security Rule. Further, as of the date required by HITECH, Business Associate shall comply with the standards and implementation specifications set forth in 45 C.F.R, §§ 164.308, I64.310, 164,312 and 164,316 with respect to such Administrative, Physical and Technical Safeguards. 13. Term and Termination. 13.1 This BAA shall commence on the effective date of the Agreement and shall remain in effect until terminated in accordance with the terms of this Section 13, provided, however, that any termination shall not affect the respective obligations or rights of the parties arising under this BAA prior to the effective date of termination, all of which shall continue in accordance with their terns. 13.2 Covered Entity shall have the right to terminate this BAA for any reason upon thirty (30) days written notice to Business Associate. 13.3 Covered Entity, at its sole discretion, may immediately terminate this BAA and shall have no further obligations to Business Associate hereunder if any of the following events shall have occurred and be continuing: i) Business associate shall fail to observe or perform any material covenant or agreement contained in this BAA for ten (10) days after written notice thereof has been given to Business Associate by Covered Entity; or ii) A violation by Business Associate of any provision of the Privacy Rule, Security Rule, or other applicable federal or state privacy law. 13.4 Upon the termination of negotiations for a possible business relationship with Covered Entity, this BAA shall terminate simultaneously without additional notice. 13.5 Upon termination of this BAA for any reason, Business Associate agrees either to return to Covered Entity or to destroy all PHI received from Covered Entity or otherwise created through the performance of the Agreement Services for Page 12 of 15 Covered Entity that is in the possession or control of Business Associate or its agents. In the case of information for which it is not feasible to "return or destroy", Business Associate shall continue to comply with the covenants in this BAA with respect to such PHI and shall comply with other applicable state or federal law, which may require a specific period of retention, redaction, or other treatment. Termination of this BAA shall be cause for Covered Entity to terminate the Agreement. 14, MiscelIaneous. 14.1 Notice. All notices, requests, demands and other communications required or permitted to be given or made under this BAA shall be in writing, shall be effective upon receipt or attempted delivery, and shall be sent by (i) personal delivery; (ii) certified or registered United States mail, return receipt requested; or (iii) overnight delivery service with proof of delivery. Notices shall be sent to the addresses below. Business Associate; Covered Entity: City of Beaumont Spindletop Center 8001 Main 655 S. 8`t' St. Beaumont, TX 77701 Beaumont, TX 77701 Attention: Kyle Hayes, City Manager Attention: Holly Borel, CEO 14.2 Waiver. No provision of this BAA or any breach thereof shall be deemed waived unless such waiver is in writing and signed by the party claimed to have waived such provision or breach. No waiver of a breach shall constitute a waiver of or excuse any different or subsequent breach. 14.3 Assignment. Neither party may assign (whether by operation or law or otherwise) any of its rights or delegate or subcontract any of its obligations under this BAA without the prior written consent of the other party. Notwithstanding the foregoing, Covered Entity shall have the right to assign its rights and obligations hereunder to any entity that is an affiliate or successor of Covered Entity, without the prior approval of Business Associate. 14.4 Compliance with HITECH,- Agreement to Amend BAA. The parties agree that it is their intention (i) to comply with the privacy and security provisions contained in HITECH and (ii) to incorporate those provisions into this BAA to the extent required by HITECH. The parties further agree to amend this BAA to the extent necessary'to comply with state and federal laws, including without limitation, the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and HITECH, and any regulations promulgated or other guidance issued pursuant to HIPAA and HITECH. Page 13 of 15 14.5 Entire agreement. This BAA constitutes the complete agreement between Business Associate and Covered Entity relating to the matters specified in this BAA, and supersedes all prior representations or agreements, whether oral or written, with respect to such matters. In the event of any conflict between the terms of this BAA and the terms of any such later agreement(s), the terms of this BAA shall control unless the terms of such later agreement comply with the Privacy Rule and the Security Rule. No oral modification or waiver of any of the provisions of this BAA shall be binding on either party. This BAA is for the benefit of, and shall be binding upon the parties, their affiliates and respective successors and assigns. No third party shall be considered a third party beneficiary under this BAA, nor shall any third party.have any rights as -a result of this BAA. 14.6 Governing Law. This BAA shall be governed by and interpreted in accordance with the laws of the State where Covered Entity is located, jurisdiction and venue in Jefferson County, Texas . 14.7 Counterparts. This BAA may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document. In malting proof of this BAA, it shall not be necessary to produce or account for more than one such counterpart executed by the party against whom enforcement of this BAA is sought. Page 14 of 15 AGREED AND ACKNOWLEDGED: BUSINESS ASSOCIATE: Company Name: City of Beaumont Police Department By: Name: Kyle Hgyes Title: Cijy Manager Date:I. I.1__ COVERED ENTITY: Spindletop C nter By: Name; Holly Borel Title: Chief Executive Officer Date: Page 15 of 15