Loading...
Item 3.9 Accepting a Statewide Health Improvement Partnership Grant from Wright County Request for City Council Action DEPARTMENT INFORMATION ORIGINATING DEPARTMENT REQUESTOR: MEETING DATE: Parks and Recreation Parks and Recreation Director Jacobs October 13, 2025 PRESENTER(s) REVIEWED BY: ITEM #: Consent City Administrator/Finance Director Flaherty 3.9 – Grant Agreement STRATEGIC VISION MEETS: THE CITY OF OTSEGO: X Is a strong organization that is committed to leading the community through innovative communication. Has proactively expanded infrastructure to responsibly provide core services. Is committed to delivery of quality emergency service responsive to community needs and expectations in a cost-effective manner. X Is a social community with diverse housing, service options, and employment opportunities. X Is a distinctive, connected community known for its beauty and natural surroundings. AGENDA ITEM DETAILS RECOMMENDATION: City staff are recommending City Council accept a Grant from Wright County Health and Human Services. ARE YOU SEEKING APPROVAL OF A CONTRACT? IS A PUBLIC HEARING REQUIRED? Yes No BACKGROUND/JUSTIFICATION: Wright County Health and Human Services reached out to City staff and mentioned they had grant funds available for 2025. The projects had to comply with the outlined mission of the grant. Specifically, in Otsego, Wright County Health and Human Services wanted to provide a lactation space and additional ADA compliant picnic tables. This was at no cost to the City as this grant covers 100% of costs. Staff began looking at options for lactation rooms and converting an entire room at Prairie Center was not an option due to space needs. Wright County offered a solution called a lactation pod from the company Mamava. This pod allows the room to be used but also offers a totally private space for mothers to feel safe and secure for breastfeeding, pumping, or changing their child. The lactation pod is completely wheelchair accessible and ADA compliant meeting the cities accessibility goals. Staff is recommending the lactation pod be placed in the Southwest room at Prairie Center. The other part of the grant was additional funds to purchase ADA compliant picnic tables. The SHIP Grant will pay for 14 new picnic tables to be located and dispersed between Otsego’s Parks system. The Administrative Subcommittee was presented with this information at their October 8, 2025, meeting and recommended consideration of approval by the City Council. SUPPORTING DOCUMENTS ATTACHED: • Wright County Health and Human Services Purchase Contract POSSIBLE MOTION PLEASE WORD MOTION AS YOU WOULD LIKE IT TO APPEAR IN THE MINUTES: Motion to accept the SHIP Grant from Wright County Health and Human Services in the amount of $40,586.00. BUDGET INFORMATION FUNDING: BUDGETED: N/A N/A WRIGHT COUNTY HEALTH & HUMAN SERVICES Purchase of Services Contract Page 1 of 9 CITY OF OTSEGO – PARKS AND RECREATION Contract Term: September 22, 2025, through October 31, 2025 1. This Contract made by and between Wright County doing business as Wright County Health & Human Services, located at 3650 Braddock Ave NE Suite 2100, Buffalo, MN 55313, hereinafter referred to as “Agency,” and City of Otsego – Parks and Recreation located at 13400 90th St NE, Otsego MN 55330, hereinafter referred to as “Contractor,” for the purpose of providing grant funded purchase and installation of one lactation pod and fourteen (14) ADA-compliant picnic tables at Prairie Park. 2. Time Period of Contract a. The term of this Contract shall be from September 22, 2025, through October 31, 2025. b. This Contract may be terminated by the Agency or the Contractor upon thirty (30) days written notice from either party or upon immediate request of the Wright County Health & Human Services Board. Services provided up to the date of termination will be compensated from the Agency to the Contractor. c. This Contract may be immediately terminated for lack of funding by the Agency if it does not obtain funding from the Minnesota Legislature, Minnesota Agencies, or other funding source, or if its funding cannot be continued at a level sufficient to allow payment of the amounts due under this contract. Written notice of termination sent by the Agency to the Contractor, by mail or facsimile, is sufficient notice under the terms of this Contract. The Agency will not be assessed any penalty or damages if the Contract is terminated due to lack of funding. 3. Contractor Responsibilities a. The Contractor verifies that they are capable and willing to provide services for recipients deemed eligible for service by Wright County Health & Human Services. b. The Contractor will assure that services rendered hereunder are provided in accordance with the standards required of the Minnesota Department of Human Services. c. The Contractor shall provide any supplies, materials, or equipment necessary to perform the services under this Agreement. d. The Contractor/Partner will be responsible for the ongoing maintenance and management of the lactation pod and picnic tables. e. The Contractor/Partner is encouraged to make the lactation pod available to other community organizations for use during events and gatherings, as appropriate. f. The Contractor/Partner must track and document usage of the lactation pod, including frequency and type of use, to support reporting and evaluation efforts. g. The Contractor/Partner will install the (14) ADA compliant picnic tables at Prairie Park. h. The Contract/Partner should make the lactation pod and ADA compliant picnic tables equitable and accessible. 4. Agency Responsibilities a. The Agency will review outcomes of this Contract prior to renewing the Contract; b. The Agency will review the outcomes of the Contract at its discretion; this review process will be overseen by the Social Services Manager/Agency Director. 5. Reimbursement a. The total reimbursement under this Contract term will not exceed the rates defined below: WRIGHT COUNTY HEALTH & HUMAN SERVICES Purchase of Services Contract Page 2 of 9 List Service to be provided List rate of service per unit (day/hour/month, etc.) Purchase and installation of (1) lactation pod $25,200 Purchase and installation of (14) ADA compliant picnic tables $15,386 b. The contract maximum for rendered services will not exceed $40,586.00. The purchase and installation costs will be funded using the SHIP grant. c. The Agency will reimburse the Contractor for prior-authorized, rendered services only. d. No additional compensation will be provided for travel time or travel expenses. e. The Contractor will submit billing invoices, with sufficient detail to justify reimbursement from the Agency. The Agency shall have the authority to review supporting documentation of services provide, and no payment shall be made without the approval of the Agency. f. The Agency will pay for rendered purchased services within 35 days of receiving an invoice from the Contractor. No payment will be made on invoices submitted more than 90 days after the provision of the service by the Contractor. g. It is understood and agreed by all parties that the Agency will assume no responsibility or obligation to purchase from the Contractor any minimum amount of services. h. Condition of Payment: All services provided by Contractor pursuant to this Contract shall be performed to the satisfaction of the Agency, and in accordance with all applicable federal, state, and local laws, ordinances, rules, and regulations. Payment shall be withheld for work found by the Agency to be unsatisfactory, or performed in violation of federal, state, and local laws, ordinances, rules, or regulations. 6. Contractor Debarment, Suspension, and Responsibility Certification The Contractor shall ensure that neither it nor any of its owners, managers, or employees or its Subcontractors or the owners, managers, or employees of the Subcontractors assigned to provide services pursuant to this Contract have been debarred or excluded from Medicaid or any other federally funded health care program under the provisions of the Social Security Act, 42 USC 1320a-7. If the Contractor learns of any such debarment or exclusion, the Contractor shall immediately notify the Agency in writing and immediately take steps to stop the debarred or excluded individual from performing further services under this Contract, unless the Agency otherwise directs the Contractor in writing. 7. Equal Employment Opportunity, Civil Rights, and Nondiscrimination The Contractor agrees to comply with the Civil Rights Act of 1964, Title VII (42 USC 2000e); including Executive Order No. 11246, and Title VI (42 USC 2000d); and the Rehabilitation Act of 1973 as amended by Section 504; and all applicable federal and state laws, rules, regulations, and orders prohibiting discrimination in employment, facilities, and services. Contractor shall not discriminate in employment, facilities and in the rendering of Purchased Services hereunder on the basis of race, color, religion age, sex, disability, marital status, public assistance status, creed, or national origin. 8. Indemnity Each Contractor does hereby agree that it will at all times hereafter, during the existence of this Contract, indemnify and hold harmless Agency from any and all liability, loss, damages, costs, or expenses which may be claimed against Agency or Contractor (1) by reason of any service client's suffering personal injury, death, or property loss or damages either while participating in or receiving from the Contractor the care and services to be furnished by the Contractor under this Contract, or while on premises owned, leased, or operated by the Contractor, or while being transported to or from said premises in any vehicle WRIGHT COUNTY HEALTH & HUMAN SERVICES Purchase of Services Contract Page 3 of 9 owned, operated, leased, chartered, or otherwise Contracted for by the Contractor or any officer, agent, or employee thereof; or (2) by reason of any service client's causing injury to, or damage to, the property of another person during any time when the Contractor or any officer, agent, or employee thereof has undertaken or is furnishing the care and service called for under this Contract. 9. Insurance: The Contractor agrees that in order to protect itself, as well as Agency and the Minnesota Department of Human Services, under the indemnity provisions set forth above, it will at all times during the term of this Agreement, keep in force the following insurance protection in the limits specified as marked with an ☒: ☒ Commercial General Liability with contractual liability coverage in the amount of the County’s tort liability limits set forth in Minnesota Statute 466.04. The minimum limits should be 1. $1.5 million each occurrence 2. $3 million general aggregate 3. $3 million products and completed operations aggregate ☐ Contractor shall name Agency as an additional insured. ☒ Worker’s Compensation in the statutory amount. The minimum limits should be: 4. Bodily injury by accident $500,000 each employee 5. Bodily injury by accident $1.5 million each accident 6. Bodily injury by disease $500,000 each employee 7. Bodily injury by disease $1.5 million policy limit ☐ Professional Liability (errors and omissions) insurance coverage of 8. $2 million per wrongful act or occurrence 9. $4 million annual aggregate ☐ Cyber Liability coverage of 1. $2 million per occurrence or claim 2. $4 million aggregate Contractor shall procure and maintain for the duration of the contract insurance covering claims arising out of its services and including, but not limited to, loss, damage, theft or other misuse of data, infringement of intellectual property, invasion of privacy and breach of data. ☐ Automobile liability coverage when transportation of eligible recipients is provided by the Contractor. The minimum limits should be 3. $1,500,000 per occurrence and aggregate. ☐ Contractor shall name Agency as an additional insured. ☐ Contractor will be required to maintain at all times, during the term of this Contract, a fidelity bond or insurance policy covering theft or embezzlement by the organization’s officers or employees. The minimum bonded amount must be enough to cover the average amount of money you handle for Social Security beneficiaries each month plus any conserved Social Security or SSI funds you are holding. A copy of the Contractor’s bond or insurance certificate shall be delivered to this County at the beginning of this Contract term and on an annual basis thereafter. An excess or umbrella policy may be used in conjunction with primary coverage limits to meet the WRIGHT COUNTY HEALTH & HUMAN SERVICES Purchase of Services Contract Page 4 of 9 minimum limit requirements for each line of coverage. The Contractor agrees as a condition subsequent to increase the required insurance coverage as the liability limits in section 466.04 increase. Failure to abide by this provision shall be deemed a substantial breach of contract. Nothing in this Agreement shall constitute a waiver by Agency of any statutory limits upon liability. A Certificate of Insurance naming Wright County as certificate holder shall be furnished to Agency prior to commencement of services and shall specify Wright County as an additional insured. The Contractor will furnish an original Certificate of Insurance as evidence of required coverage, showing coverage meets liability limits for the independent contractor. 10. Independent Contractor Status It is agreed that nothing contained in the Contract is intended or should be construed as creating the relationship of co-partners, joint ventures, or an association with Wright County and the Contractor. The Contractor is an independent contractor and neither it, or its employees, agents, nor representatives shall be considered employees, agents, representatives of Agency. Except as otherwise provided herein, the Contractor shall maintain in all respects its present control over the application and intake procedures and requirements to clients and the means and personnel by which this Contract is performed. From any amounts due the Contractor, there will be no deduction for Federal income tax or FICA payments nor for any State income tax, nor for any other purposes which are associated with an employer/employee relationship unless required by law. Payment of Federal income tax, FICA payments, and State income tax are the responsibility of the Contractor. 11. Subcontracting Upon approval of the Agency, the Contractor may hire employees and/or enter into subcontracts for performance of any of the services contemplated under this contract. All agreements in place with employees and subcontractors must contain provisions that make all employees and subcontractors subject to all the requirements of this contract. 12. Conflict of Interest Contractor guarantees that no officer, employee, owner, agent, subcontractor, or assignee shall have any interest in and will not acquire any interest, direct or indirect, that would conflict in any manner or degree with performance of this contract. 13. Data Privacy All data collected, created, received, maintained, or disseminated for any purposes in the course of the Contractor’s performance of this Contract is governed by the Minnesota Statute Chapter 13, or any other application State statutes, any State rules adopted to implement the Act, as well as Federal regulations on data privacy. The Contractor agrees to abide strictly by these statutes, rules, and regulations along with the attached Business Associate Agreement. 14. HIPAA Compliance Contractor agrees to comply with Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 (HIPAA), the HIPAA Privacy rule (Privacy rule), 45 CFR Parts 160 and 164, and the HIPAA Security Rule (Security Rule), 45 CFR Parts 160, 162 and 164. Contractor further agrees to review and sign the “BUSINESS ASSOCIATE AGREEMENT Health Insurance Portability and Accountability Act (HIPAA)” which is attached to this contract and is incorporated herein. WRIGHT COUNTY HEALTH & HUMAN SERVICES Purchase of Services Contract Page 5 of 9 15. State Audits The books, records, documents, and accounting procedures and practices of the CONTRACTOR relevant to this contract shall be subject to examination by the contracting department and the Legislative Auditor for a minimum period of six (6) years from the termination of this contract. 16. Severability The provisions of this Contract shall be deemed severable. If any part of this Contract is rendered void, invalid, or unenforceable, such rendering shall not affect the validity and enforceability of the remainder of this Contract unless the part or parts that are void, invalid or otherwise unenforceable shall substantially impair the value of the entire Contract with respect to either party, in which event either party may end this Contract by written notice. 17. Entire Agreement It is understood and agreed that the entire agreement of the parties is contained herein and that this Contract supersedes all oral agreements and negotiations between the parties relating to the subject matter hereof as well as any previous agreements presently in effect between the parties relating to the subject matter hereof. Any material alterations, variations, modifications, or waivers of provisions of this Contract shall be valid only when they have been reduced to writing as an amendment and signed by the parties. THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK WRIGHT COUNTY HEALTH & HUMAN SERVICES Purchase of Services Contract Page 6 of 9 APPROVED AS TO FORM AND EXECUTION BY Nick Jacobs, Parks and Recreation Director Date City of Otsego ☒ Contracts under $50,000.00 Department Head or designee; ☐ Contracts $50,000.01 - $200,000.00 County Administrator or designee; ☐ Contracts over $200,000.01 County Board; Signatures: BY Jami Goodrum, Director Date Wright County Health & Human Services BY n/a Greg Kryzer, Wright County Administrator Date Wright County Administration Department BY n/a Commissioner/Chairperson Date Wright County Board WRIGHT COUNTY HEALTH & HUMAN SERVICES Purchase of Services Contract Page 7 of 9 BUSINESS ASSOCIATE AGREEMENT Health Insurance Portability and Accountability Act (HIPAA) Whereas, Wright County, Minnesota (Covered Entity) and City of Otsego, Contractor (Business Associate), intend to protect the privacy and provide for the security of certain Protected Health Information (PHI) to which Business Associate may have access in order to provide services to or on behalf of Covered Entity, in accordance with the Health Insurance Portability and Accountability Act of 1996, Public Law 104 -191 (HIPAA), the HIPAA Privacy rule (Privacy rule), 45 CFR Parts 160 and 164, and the HIPAA Security Rule (Security Rule), 45 CFR Parts 160, 162 and 164. WHEREAS, Business Associate may receive PHI from Covered Entity, or may create or obtain PHI from other parties for use on behalf of Covered Entity, which PHI can be used or disclosed only in accordance with this Agreement and the standards established by HIPAA and the Privacy rule. WHEREAS, Business Associate may receive PHI from Covered Entity, or may create or obtain PHI from other parties for use on behalf of Covered Entity, that is in electronic form, which PHI must be handled in accordance with this Agreement and the standards established by HIPAA and the Security Rule, beginning as soon as practicable but in no event later than the effective date of the Security Rule. NOW, THEREFORE, Covered Entity and Business Associate agree as follows: 1. Definitions. A. “Business Associate” shall have the meaning given to such term under the Privacy and Security Rules, including but not limited to, 45 CFR §160.103. B. “Covered Entity” shall have the meaning given to such term under the Privacy and Security Rules, including, but not limited to, 45 CFR §160.103. C. “HIPAA” shall mean the Health Insurance Portability and Accountability Act of 1996, Public Law 104 -191. D. “Privacy rule” shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 CFR Parts 160 and 164. E. “Protected Health Information” or “PHI” means any information, transmitted or recorded in any form or medium; (i) that relates to the past, present or future physical or mental condition of an individual; the provision of health care t o an individual; or the past, present or future for the provision of health care to an individual, and (ii) that identifies the in dividual or with respect to which there is a reasonable basis to believe the information can be used to identify the individual, and s hall have the meaning given to such term under HIPAA and the HIPAA Regulations at 45 CFR Parts 160, 162 and 164, including, but not limited to 45 CFR §164.501. F. “Security Rule” shall mean the Security Standards at 45 CFR Parts 160, 162 and 164. G. Terms used, but not otherwise defined, in this Agreement shall have the same meaning as those terms in 45 CFR Parts 160, 162 and 164. 2. Stated Purposes For Which Business Associate May Use Or Disclose PHI. Except as otherwise limited in this Agreement, Business Associate shall be permitted to use or disclose PHI provided by or obtained on behalf of Covered Entity to perform those functions, activities, or services for, or on behalf of, Covered Entity that a re specified in the Statement of Work, provided that such use or disclosure would not violate the Privacy rule if done by Covered Entity or the minimum necessary policies and procedures of the Covered Entity. 3. Additional Purposes For Which Business Associate May Use Or Disclose Information. In addition to the Stated Purposes, Business Associate may use or disclose PHI provided by, created or obtained on behalf of Covered Entity for the following additional purpose(s): A. Use Of Information For Management, Administration And Legal Responsibilities. Business Associate is permitted to use PHI if necessary for the proper management and administration of Business Associate or to carry out legal responsibilities of the Business Associate, except as otherwise limited in this Agreement. B. Disclosure Of Information For Management, Administration And Legal Responsibilities. Business Associate is permitted to disclose PHI provided by, or created or obtained on behalf of Covered Entity for the proper management and administration of Business Associate or to carry out legal responsibilities of Business Associate, except as othe rwise limited in this Agreement, provided: 1. The disclosure is required by law: or 2. The Business Associate obtains reasonable assurances in writing from any third party to whom the information WRIGHT COUNTY HEALTH & HUMAN SERVICES Purchase of Services Contract Page 8 of 9 is disclosed that it will be held confidentially and used or further disclosed only as required by law or for the purposes fo r which it was disclosed to the third party, the third party will use appropriate safeguards to prevent other use or disclosure of the information, and the third party agrees to immediately notify the Business Associate of any instance of which it is aware in which the confidentiality of the information has been breached. C. Data Aggregation Services. Business Associate may also be permitted to use or disclose PHI to provide data aggregation services, as that term is defined by 45 CFR §164.501, if specific authorization is received from the Covered Entity. 4. BUSINESS ASSOCIATE OBLIGATIONS: A. Limits On Use And Further Disclosure Established By This Agreement Or Required By Law. Business Associate hereby agrees that the PHI provided by, or created or obtained on behalf of Covered Entity shall not be further used or disclosed other than as permitted or required by this Agreement or as required by law. B. Appropriate Safeguards. Beginning as soon as practicable but in no event later than the effective date of the Security Rule, Business Associate shall establish and maintain appropriate safeguards to prevent any use or disclosure of PHI other than as provided for by this Agreement. Appropriate safeguards shall include implementing administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the electr onic PHI that is created, received, maintained, or transmitted on behalf of the Covered Entity. C. Reports Of Improper Use Or Disclosure. Business Associate hereby agrees that it shall report to the Agency Director within two (2) days of discovery any use or disclosure of PHI not provided for or allowed by this Agreement. D. Reports Of Security Incidents. Beginning as soon as practicable but in no event later than the effective date of the Security Rule, Business Associate shall report to the Agency Director within two (2) days of discovery any security incident of which it becomes aware. E. Subcontractors And Agents. Business Associate hereby agrees that any time PHI is provided or made available to any subcontractors or agents, Business Associate shall provide only the minimum necessary PHI for the purpose of the covered transaction and shall first enter into a subcontract or contract with the subcontractor or agent that contains the same terms, conditions and restrictions on the use and disclosure of PHI as contained in this Agreement. F. Right Of Access To PHI. Business Associate hereby agrees to allow an individual who is the subject of PHI maintained in a designated record set, to have access to and copy that individual’s PHI within 10 business days of receiving a written request from the Covered Entity. Business Associate shall provide PHI in the format requested, unless it cannot readily be produced in such format, in which case it shall be provided in standard hard copy. If any individual requests from Business Associate or its agents or subcontractors access to PHI, Business Associate shall notify Covered Entity of same within 5 business days. Business Associate shall further conform with and meet all of the requirements of 45 CFR §164.524. G. Amendment And Incorporation Of Amendments. Within 10 business days of receiving a request from Covered Entity for an amendment of PHI maintained in a designated record set, Business Associate shall make the PHI available and incorporate the amendment to enable Covered Entity to comply with 45 CFR §164.526. If any individual requests an amendment from Business Associate or its agents or subcontractors, Business Associate shall notify Covered Entity of same within 10 business days. H. Provide Accounting Of Disclosures. Business Associate agrees to maintain a record of all disclosures of PHI in accordance with 45 CFR §164.528. Such records shall include, for each disclosure, the date of the disclosure, the name and address of the recipient of the PHI, a description of the PHI disclosed, the name of the individual who is the subject of the PHI disclosed, the purpose of the disclosure, and shall include disclosures made on or after the date which is 6 years prior to the request or April 14, 2003, whichever is later. Business Associate shall make such record available to the individual or t he Covered Entity within 10 business days of a request for an accounting of disclosures. I. Access To Books And Records. Business Associate hereby agrees to make its internal practices, books, and records relating to the use or disclosure of PHI received from, or created or received by Business Associate on behalf of the Covered Entity, available to the Secretary of Health and Human Services or designee for purposes of determining compliance with the HIPAA Privacy Regulations. J. Return Or Destruction Of PHI. At termination of this Agreement, Business Associate hereby agrees to return or destroy all PHI provided by or obtained on behalf of Covered Entity. Business Associate agrees not to retain any copies of the PHI after termination of this Agreement. If return or destruction of the PHI is not feasible, Business Associate agrees to extend the protections of this Agreement to limit any further use or disclosure until such time as the PHI may be returned or destroyed. If Business Associate elects to destroy the PHI, it shall certify to Covered Entity that the PHI has been destroyed. K. Maintenance of PHI. Notwithstanding Section 12 of this Agreement, Business Associate and its subcontractors or agents shall retain all PHI throughout the term of the Agreement and shall continue to maintain the information required under Section 12 of this Agreement for a period of six (6) years after termination of the Agreement, unless Covered Entity and Business Associate agree otherwise. L. Mitigation Procedures. Business Associate agrees to establish and to provide to Covered Entity upon request, procedures for mitigating, to the maximum extent practicable, any harmful effect from the use or disclosure of PHI in a manner contrary to this Agreement or the Privacy Rule. 45 CFR §164.530(f). Business Associate further agrees to mitigate WRIGHT COUNTY HEALTH & HUMAN SERVICES Purchase of Services Contract Page 9 of 9 any harmful effect that is known to Business Associate of a use or disclosure of PHI by Business Associate in violation of this Agreement or the Privacy rule. M. Sanction Procedures. Business Associate agrees that it shall develop and implement a system of sanctions for any employee, subcontractor or agent who violates this Agreement or the Privacy rule. N. Grounds For Breach. Any non-compliance by Business Associate with this Agreement or the Privacy or Security Rules will automatically be considered to be a breach of the Agreement, if Business Associate knew or reasonably should have known of such non-compliance and failed to immediately take reasonable steps to cure the non-compliance. O. Termination by Covered Entity. Business Associate authorizes termination of this Agreement by the Covered Entity if the Covered Entity determines, in its sole discretion, that the Business Associate has violated a material term of this Agreement. P. Failure to Perform Obligations. In the event Business Associate fails to perform its obligations under this Agreement, Covered Entity may immediately discontinue providing PHI to Business Associate. Covered Entity may also, at its option, require Business Associate to submit to a plan of compliance, including monitoring by Covered Entity and reporting by Business Associate, as Covered Entity in its sole discretion determines to be necessary to maintain compliance with this Agreement and applicable law. 5. OBLIGATIONS OF COVERED ENTITY: A. Provision of Notice of Privacy Practices. Covered Entity shall provide Business Associate with the notice of privacy practices that the Covered Entity produces in accordance with 45 CFR §164.520, as well as changes to such notice. B. Permissions. Covered Entity shall provide Business Associate with any changes in, or revocation of, permission by individual to use or disclose PHI of which Covered Entity is aware, if such changes affect Business Associate’s permitted or required uses and disclosures. C. Restrictions. Covered Entity shall notify Business Associate of any restriction to the use or disclosure of PHI that the Covered Entity has agreed to in accordance with 45 CFR §164.522, to the extent that such restriction may affect Business Associate’s use or disclosure of PHI.