HomeMy WebLinkAboutContract 49581 CITY SECRETARY
CONTRACT N0.
ME
11
P.4081LE HEALTHCARE
EQUIPMENT LEASE
INFORMATION TECHNOLOGY SUPPORT SERVICES AGREEMENT
This agreement ("Agreement") to lease equipment and provide hosting, software, and information
technology (IT) support services for FD to participate in MedStar's clinical records and reporting platform
is made between the Metropolitan Area EMS Authority d/b/a MedStar Mobile Healthcare ("MedStar")and
The City of Fort Worth, Texas Fire Department ("FD"). For and in consideration of the mutual promises
and covenants set forth herein and intending to be legally bound thereby, the parties agree as follows:
1. TERM: The initial term of this Agreement shall be for three calendar months, commencing on the
later of the date the Agreement is signed by MedStar or FD. The Agreement may be renewed for
additional terms of one month upon written agreement of the parties. Either party may terminate
this Agreement or any renewal term thereof at any time and for any reason by giving the other party
five days' prior written notice.
2. PRICING AND PAYMENT TERMS: MedStar shall lease FD the six (6) Microsoft Surface Pro
4s tablets listed on Exhibit A ("Leased Equipment") for payments of one dollar($1.00) per month
per tablet so that FD may evaluate the feasibility of using MedStar's clinical records and reporting
platform. MedStar shall not charge FD for use of the Software under MedStar's license.
3. SCOPE OF IT SUPPORT SERVICES: MedStar shall provide the following at no cost to FD:
a. Provide and maintain the hosted infrastructure for a server site for FD to host clinical data
and access the modules of MedStar's ImageTrend Elite software ("Software") identified on
Exhibit"A" herein.
b. Provide hardware maintenance and support services to FD for the Leased Equipment.
c. Ensure that the Leased Equipment meets original equipment manufacturer (OEM) and
Software specifications. MedStar will coordinate with the OEM and the Software vendor
as necessary to maintain the Leased Equipment and Software and shall process repairs, or
other agreements with the OEM necessary to obtain information, know-how, software
vendor requirements, and any other support reasonably required from the OEM. MedStar
will maintain an equipment environment consistent with OEM and software vendor's
specifications.
d. Provide FD with 24 hours a day technical support services for Leased Equipment via
telephone.
4. OBLIGATIONS OF FD: FD shall:
a. Make the lease payments required under this Agreement
b. Be responsible for all remote connection capable telecommunication devices necessary to
upload data with acceptable minimum speed and security requirements.
OFFICIAL RECORD
CITY SECRETARY
FT.WORTFI,TX
c. Deliver the Leased Equipment to MedStar for service as required by the manufacturer and/or
Software vendor and/or MedStar.
d. Not permit the Leased Equipment or Software to be altered, modified, or serviced by any
third party without prior written approval by MedStar.
e. Maintain control and possession of the Leased Equipment at all times.
f. Return the Leased Equipment to MedStar Agreement in good working condition at the
termination of this Agreement.
5. RISK OF LOSS: FD shall bear the risk of loss or damage to the Leased Equipment not covered
by warranty or insurance, unless caused by the gross negligence or intentional act of MedStar
personnel. See paragraphs 8 and 9 below for additional limitations on warranties, liability, and
damages.
6. DELIVERY OF LEASED EQUIPMENT FOR MAINTENANCE OR REPAIR: Leased
Equipment in need of replacement, repair, or maintenance may be delivered to MedStar Monday
through Friday between 0700 hours and 1700 hours, unless prior arrangements have been made for
MedStar personnel to receive the Leased Equipment at other times. MedStar shall notify FD when
Equipment is ready for pickup by FD.
7. EXPENSES: FD shall bear directly or reimburse MedStar for the expense of any equipment other
than the Leased Equipment required by MedStar to provide the IT Support Services and provide
FD with access to the Software and to MedStar's clinical records and reporting platform. FD shall
be responsible for the expense of necessary third party repair of the Leased Equipment not covered
by insurance or third party warranty, including shipping and handling, FD shall also bear the cost
of telecommunication services for data transmission by FD and all associated hardware required for
the same, and the cost of any third party software required for the same (other than the Software)
required by FD to access and use the hosted platform. FD shall bear the cost of any enhancement
requests to the Software or additional Software modules that FD requests, absent a written
agreement to the contrary from MedStar. Any changes to the Software must be coordinated with
and approved by MedStar in advance.
8. LIMITATION OF LIABILITY AND DAMAGES: MEDSTAR AND FD SHALL NOT BE
LIABLE TO EACH OTHER OR TO ANY THIRD PARTY FOR ANY PUNITIVE, INDIRECT,
SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT
LIMITATION LOST PROFITS, LOSS OR CORRUPTION OF DATA, AND THE COST OF
PROCUREMENT OF SUBSTITUTE GOODS OR TECHNOLOGY) ARISING OUT OF THE
SUBJECT MATTER OF THIS AGREEMENT, THE HARDWARE AND/OR SOFTWARE, OR
OUT OF ANY SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER SUCH
CLAIMS ARE BASED ON NEGLIGENCE, STRICT LIABILITY OR OTHER TORT
THEORIES, IRRESPECTIVE OF WHETHER A PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. FD'S DAMAGES UNDER THIS AGREEMENT
SHALL BE LIMITED TO THE LEASE PAYMENTS MADE HEREUNDER.
9. DISCLAIMER OF WARRANTIES: EXCEPT AS EXPRESSLY PROVIDED HEREIN,
MEDSTAR SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED STANDARDS,
GUARANTEES, OR WARRANTIES, INCLUDING ANY WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-
INFRINGEMENT AND ANY WARRANTIES THAT MAY BE ALLEGED TO ARISE AS
A RESULT OF CUSTOM OR USAGE. MedStar does not warrant or guarantee that use of the
Software and platform will be uninterrupted or error-free. MedStar does not guarantee that the
information accessed by FD will be accurate or complete. FD acknowledges that performance of
the Leased Equipment,the clinical records and reporting platform,and the Software may be affected
by any number of factors, including without limitation, technical failures, the acts or omissions of
third parties, and other causes reasonably beyond the control of MedStar. Certain features of the
Leased Equipment and/or Software may not be forward-compatible and future versions of the
Leased Equipment and Software may require FD to purchase additional equipment, hardware, and
third party software.
10. GENERAL INDEMNITY: To the extent allowed by the Texas constitution and the laws of the
state of Texas, each parry shall defend, indemnify and hold harmless the other and it's officers,
directors, shareholders, partners, employees, agents from any and all threatened or actual claims,
proceedings, losses, damages, fines, penalties, liabilities, costs and expenses of any nature,
including attorneys' fees and court costs sustained or incurred by or asserted against the other parry
arising from the parry's own breach of this agreement in any material respect or(ii)the party's own
conduct in connection with the performance of this Agreement that constitutes gross negligence,
fraud, willful misconduct or a knowing violation of law. Nothing in the provision shall otherwise
limit or waive any other immunity available to FD or MedStar or their agents and employees.
11. FORCE MAJEURE: Service from MedStar is subject to floods, strikes or other labor
disturbances, fire, accidents, war, delays of carriers, inability to obtain equipment, hardware, and
materials, failure or allocation of normal sources of supply, terrorist act, machinery or equipment
breakdown,plant shutdown,restraints of government, (whether or not it later proves to be invalid),
or any other similar or dissimilar cause beyond Med Star's reasonable control ("Force Majeure
Event"). MedStar shall not be liable in damages or otherwise resulting from a Force Majeure Event,
and FD waives any right to assert a claim against MedStar in respect thereof. MedStar shall advise
FD in writing of the reason for and anticipated length of any such event. FD may source products
from another supplier for the duration of the Force Majeure Event.
12. DISASTER RECOVERY: In the event of a disaster or catastrophe totally or partially disabling
FD's computing capability, whether due to natural or man-made causes, MedStar agrees to use its
best efforts to aid in the prompt restoration of computing capability, including but not limited to
emergency loans of Equipment, provision of maintenance services, and provision of technical
assistance to FD in its attempts to recover services. FD and MedStar shall negotiate in good faith
to provide reimbursement to MedStar for the actual costs of equipment, parts, materials, and
shipping involved in such emergency response.
13. COMPLIANCE: It is the responsibility of FD to comply with all applicable laws, ordinances,
codes and regulations of the federal, state and local governments including but not limited to:
Compliance with HHS/GSA Excluded Individuals/Entities Social Security Act Sections 1128,
1128A, 1156,Health Insurance Portability and Accountability Act and its implementing regulations
(45 C.F.R. Parts 160-164), and the Health Information Technology for Economic and Clinical
Health Act, as incorporated in the American Recovery and Reinvestment Act of 2009, and its
implementing regulations, each as issued and amended by the Secretary (all the foregoing,
collectively"HIPAA"). FD agrees to enter into a BAA with MedStar in the form attached as Exhibit
"B."
14. HIPAA OBLIGATIONS: Both Parties acknowledge Obligations and Other Regulations
Implementing the Health Insurance Portability and Accountability Act of 1996(42 U.S.C. § 1320(d)
("HIPAA"). The Parties acknowledge that federal regulations set forth in HIPAA and the Health
Information Technology for Economic and Clinical Health Act of 2009 (42 U.S.C. 17921-53)
("HITECH Act") relating to the confidentiality, integrity and accessibility of individually
identifiable health information (whether created, maintained, accessed, stored or transmitted
electronically or otherwise) require covered entities to comply with the privacy and security
standards adopted by the U.S. Department of Health and Human Services as they may be amended
from time to time, 45 C.F.R. parts 160 and 164, subparts A and E ("Privacy Rule") and 45 C.F.R.
parts 160 and 164, subparts A and C ("Security Rule"). The Privacy Rule and Security Rule are
collectively referred to herein as the "Privacy and Security Standards." The Privacy and Security
Standards require a covered entity to ensure that those who receive, access, store, or transmit
confidential information in the course of providing services on behalf of a covered entity comply
with certain obligations regarding the confidentiality, integrity and availability of health
information as defined in the aforementioned regulations. Accordingly,the Parties agree to comply
with those regulations as they may apply in the course of providing services hereunder.
15. SEVERABILITY. If any provision of this Agreement shall be held by a court of competent
jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions shall remain in full
force and effect.
16. GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the
substantive law of the State of Texas, without regard to its conflict of laws principles The venue of
any litigation arising from this Agreement will be in the United States District Courts, Fort Worth
Division of the Northern District of Texas if the litigation arises in Federal Court or in the District
Courts of Tarrant County, Texas if the litigation arises in State Court.
17. NO WAIVER: FD and MedStar are governmental entities created under the laws of the State of
Texas and nothing contained in this Agreement waives or relinquishes FD or MedStar's right to
claim any exemptions,privileges, or immunities as may be provided by law.
18. MODIFICATION. No supplement, modification, or amendment of any term, provision, or
condition of this Agreement shall be binding or enforceable on either Party hereto unless in writing
signed by both Parties.
19. NOTICES: All notices provided for by this Agreement shall be made in writing either(a)by actual
delivery (e.g., personally, by commercial courier service, or by confirmed telefacsimile) of the
notice, or (b) by the mailing of the notice by United States Postal Service certified or registered
mail,return receipt requested, and addressed to the party to be notified at the address set forth below
(or at such other address as may be given by notice by a party). The notice shall be deemed to be
received (i) if by actual delivery, on the date of its receipt by the party, or (ii) if by mail, on the
second day on which mail is delivered following the date of deposit in the United States Postal
Service.
If to FD:
Attn:
Email:
If to MedStar: MedStar Mobile Healthcare
2900 Alta Mere Drive
Fort Worth, TX 76116
Attn: Douglas Hooten, CEO
Email: DHootengmedstar911.ora
With copy to: MedStar Mobile Healthcare
2900 Alta Mere Drive
Fort Worth, TX 76116
Attn: General Counsel
Email: Compliance@,medstar9l l.org
20. INDEPENDENT CONTRACTORS: MedStar is an independent contractor. Nothing in this
Agreement shall be construed as creating any relationship between MedStar and FD other than that
of support service provider and equipment lease and software system user, respectively. This
Agreement is not intended to be, nor shall it be construed as, a joint venture, association,
partnership,franchise,or other form of business organization or agency relationship or licensor and
licensee agreement. FD will not obtain any ownership interest in, any of MedStar's trademarks,
logos or trade secrets, or leased equipment pursuant to this Services Agreement or otherwise.
21. HEADINGS:Headings are included in this Agreement for ease of reference only and will not affect
the interpretation or construction of this Agreement.
22. ACCEPTANCE: This Agreement shall not be binding on FD and MedStar until it is accepted in
writing by a duly authorized representative of each party. This Agreement with any exhibits
represents the entire Agreement between MedStar and FD in relation to the clinical records and
reporting platform,Information Technology Support Services,and leased equipment. Amendments
to this Agreement shall be in writing and no acceptance by MedStar of any acknowledgment, or
other document specifying different and/or additional terms or conditions shall be effective.
Metropolitan Area EMS Authority d/b/a City of Fort Worth(Fire Department)
MedStar Mobile Healthcare (MedStar)
ouglas If. Hooten Printed Name: WeJ teWAANiA 'I'D^
Chief Executive Officer Title: WlqA^Y
Date: 1 t-n Date: t 11,01
A.
LFFICIAL
RECORD APPROVED S TO FORM AND LEGALITY: *`:
SECRETARY
�i'�'`; �LXAS
ORTH,TX CITYATTORN -
Tonald Gonzales, s . City Secretary
EXHIBIT A
EQUIPMENT LEASE
INFORMATION TECHNOLOGY SUPPORT SERVICES AGREEMENT
L SOFTWARE: MedStar configured ImageTrend Elite Software system for EMS patient care
records and reporting
2. EQUIPMENT: Leased from MedStar to Fire Department under this Agreement:
MODEL MANUFACTURER SERIAL NUMBER
Surface Pro 4s Microsoft 029994271153
Surface Pro 4s Microsoft 020192771153
Surface Pro 4s Microsoft 020222871153
Surface Pro 4s Microsoft 020233471153
Surface Pro 4s Microsoft 030037171153
Surface Pro 4s Microsoft 016898371153
Updated (date)
Approved for MedStar by
Name:
Title:
Approved for FD by:
Name:
Title:
EXHIBIT B
EQUIPMENT LEASE
INFORMATION TECHNOLOGY SUPPORT SERVICES AGREEMENT
BUSINESS ASSOCIATE AGREEMENT
This BUSINESS ASSOCIATE AGREEMENT (the "Agreement") is entered into on ,
2017 (the "Effective Date"), by and between the City of Fort Worth(Fire Department) (the "Business Associate")
and MedStar Mobile Healthcare the("Covered Entity"),(collectively the"Parties").
RECITALS
WHEREAS, the Parties are entering into this Agreement in order to comply with the Health
Insurance Portability and Accountability Act of 1996 ("HIPAA") federal standards for privacy and
security of identifiable health information, located at 45 C.F.R. parts 160 and 164, Subparts A and
E (the "Privacy Rule") and Part 164, Subparts A and C (the "Security Rule"); as amended by the
Health Information, Technology for Economic and Clinical Health (HITECH) Act, Title XIII of
Division A and Title IV of Division B of the American Recovery and Reinvestment Act of 2009
("ARRA"), and the HIPAA Omnibus Final Rule, 78 Fed. Reg. 5566 (Jan. 25, 2013) (collectively the
"HIPAA Rules").
WHEREAS,the"Agreement" is intended to ensure that Business Associate will establish and
implement appropriate safeguards for the Protected Health Information ("PHI") (as defined under
the HIPAA Rules)that Business Associate may receive,create,maintain,use or disclose in connection
with the functions, activities and services that Business Associate performs for Covered Entity. The
functions, activities and services that Business Associate performs for Covered Entity are defined in
the EQUIPMENT LEASE & INFORMATION TECHNOLOGY SUPPORT SERVICES
AGREEMENT (the"Underlying Agreement").
WHEREAS,the purpose of this Agreement is to comply with the requirements of the HIPAA
Rules and Texas state law.
NOW THEREFORE, in consideration of the mutual promises and covenants herein, and for
other good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged,
the Parties agree as follows:
Article I
GENERAL PROVISIONS
1.1 Definitions. Unless the context clearly indicates otherwise,the following terms in this Agreement
shall have the same meaning as those terms in the HIPAA Rules: Breach, Data Aggregation, Designated
Record Set, Disclosure, Electronic Media, Electronic Protected Health Information (ePHI), Health Care
Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Required By Law, Secretary,
Security Incident, Subcontractor, Unsecured PHI and Use.
1.2 Regulatory References. Any reference in this Agreement to a regulatory section means the section
currently in effect or as amended.
1.3 Interpretation. Any ambiguity in this Agreement shall be interpreted to permit compliance with
HIPAA.
Article II
OBLIGATIONS OF BUSINESS ASSOCIATE
2.1 Use and Disclosure of PHI. Business Associate agrees not to use or disclose PHI, other than as
permitted or required by this Agreement or as Required by Law, or if such use or disclosure does not
otherwise cause a Breach of Unsecured PHI.
2.2 Safefluards. Use appropriate safeguards and comply, where applicable, with the HIPAA Security
Rule with respect to electronic protected health information("e-PHI")and implement appropriate physical,
technical and administrative safeguards to prevent use or disclosure of PHI other than as provided for by
this Agreement;
2.3 Minimum Necessary. Business Associate agrees that when requesting, using or disclosing PHI in
accordance with 45 C.F.R. §502(b)(1) that such request, use or disclosure shall be to the minimum extent
necessary, including the use of a "limited data set" as defined in 45 C.F.R. §I64.514(e)(2), to accomplish
the intended purpose of such request, use or disclosure, as interpreted under related guidance issued by the
Secretary from time to time. Business Associate shall provide specific training regarding the minimum
necessary guidelines and the consequences of access to PHI beyond that required for providing its services
to or for the Covered Entity.
2.4 Duty to Mitigate. Business Associate agrees to mitigate, to the extent practicable, any harmful
effect that is known to Business Associate as a result of a use or disclosure of PHI by Business Associate
in violation of this Agreement's requirements or that would otherwise cause a Breach of Unsecured PHI.
2.5 Security Incident. The Business Associate agrees to the following breach notification
requirements:
2.5.1 Business Associate agrees to report orally and in writing to Covered Entity any Breach of
Unsecured PHI not provided for by the Agreement within 10 calendar days of discovery, including any
Security Incident and any breaches of Unsecured PHI. Notice 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 in connection with such Breach. In addition, Business Associate shall
provide any additional information reasonably requested by Covered Entity for purposes of investigating
the Breach and any other available information that Covered Entity is required to include to the individual
under 45 C.F.R. §164.404(c) at the time of notification or promptly thereafter as information becomes
available. Business Associate's notification of Breach of Unsecured PHI under this Section shall comply
in all respects with each applicable provision of section 13400 of Subtitle D (Privacy)or ARRA,the HIPAA
Rules and related guidance issued by the Secretary or the delegate of the Secretary from time to time;
2.5.2 In the event of Business Associate's use or disclosure of Unsecured PHI in violation of
HIPAA, the HITECH Act or ARRA, Business Associate bears the burden of demonstrating that notice as
required under this Section 2.4 was made, including evidence demonstrating the necessity of any delay, or
that the use or disclosure did not constitute a Breach of Unsecured PHI.
2.6 Disclosure to Agents and Subcontractors. Business Associate agrees, in accordance with 45
C.F.R. §164.502(e)(1)(ii)and §164.308(b)(2), ensure that any agents or subcontractors that create,receive,
maintain, or transmit PHI on behalf of Business Associate agree to the same restrictions, conditions, and
requirements that apply to Business Associate with respect to such information. Business Associate further
expressly warrants that its agents or subcontractors will be specifically advised of, and will comply in all
respects with the terms of this Agreement.
2.7 Individual Rights Regarding Designated Record Sets. If Business Associate maintains a
Designated Record Set on behalf of Covered Entity, Business Associate agrees as follows:
2.7.1 Individual Right to Copy or Inspection. Business Associate agrees that if it maintains a
Designated Record Set for Covered Entity that is not maintained by Covered Entity, it will permit an
Individual to inspect or copy PHI about the Individual in that set as directed by Covered Entity to meet the
requirements of 45 C.F.R. §164.524. Under the Privacy Rule, Covered Entity is required to take action on
such requests as soon as possible, but not later than 30 days following receipt of the request. Business
Associate agrees to assist Covered Entity in meeting this deadline without unreasonable delays. 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.
2.7.2 Individual Right to Restrict Disclosure. Business Associate agrees to comply with an
individual's request to restrict the disclosure of their personal PHI in a manner consistent with 45 C.F.R
§164.522, except where such use,disclosure is required or permitted under applicable law.
2.7.3 Individual Right to Amendment. Business Associate agrees, if it maintains PHI in a
Designated Record Set, to make amendments to PHI at the request of Covered Entity pursuant to 45 C.F.R.
§164.526. If Business Associate maintains a record in a Designated Record Set that is not also maintained by
the Covered Entity, Business Associate agrees that it will accommodate an Individual's request to amend PHI
only in conjunction with a determination by Covered Entity that the amendment is appropriate according to 45
C.F.R. §164.526.
2.7.4 Request for Electronic Health Record. If an Individual requests in writing a copy of the
individual's electronic health record, Business Associate shall provide the electronic health record to the
Individual within 30 days of the initial request and in electronic format unless the individual consents otherwise.
2.8 Accounting of Disclosures. Business Associate agrees to maintain documentation of the
information required to provide an accounting of disclosures of PHI in accordance with 45 C.F.R.
§164.528, and to make this information available to Covered Entity upon Covered Entity's request, in order
to allow Covered Entity to respond to an Individual's request for accounting of disclosures. Such
accounting is limited to disclosures that were made in the six (6) years prior to the request (not including
disclosures prior to the compliance date of the Privacy Rule) and shall be provided for as long as Business
Associate maintains the PHI Business Associate shall be able to provide Covered Entity with the following
information related to each disclosure:(a) The date of disclosure; (b) The name of the entity or person who
received the protected health information and, if known, the address of such entity or person; (c) A brief
description of the protected health information disclosed; and (d) A brief statement of the purpose of the
disclosure that reasonably informs the individual of the basis for the disclosure.
2.9 Internal Practices, Policies and Procedures. Except as otherwise specified herein, Business
Associate shall make available its internal practices,policies and procedures relating to the use an disclosure of
PHI, received from or on behalf of Covered Entity to the Secretary or his or her agents for the purpose of
determining Covered Entity's compliance with the HIPAA Rules, or any other health oversight agency, or to
Covered Entity. Records requested that are not protected by an applicable legal privilege will be made available
in the time and manner specified by Covered Entity or the Secretary.
2.10 Red Flag Rule. If Covered Entity is subject to the Red Flags Rule (found at 16 C.F.R. §681.1 et
seq.),Business Associate agrees to assist Covered Entity in complying with its Red Flags Rule obligations
by: (a) implementing policies and procedures to detect relevant Red Flags (as defined under 16 C.F.R.
§681.2); (b) taking all steps necessary to comply with the policies and procedures of Covered Entity's
Identity Theft Prevention Program; (c) ensuring that any agent or third party who performs services on its
behalf in connection with covered accounts of Covered Entity agrees to implement reasonable policies and
procedures designed to detect, prevent, and mitigate the risk of identity theft; and (d) alerting Covered
Entity of any red flag incident (as defined by the Red Flag Rules) of which it becomes aware, the steps it
has taken to mitigate any potential harm that may have occurred,and provide a report to Covered Entity of
any threat of identity theft as a result of the incident.
Article III
PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE
3.1 Uses and Disclosure of PHI. The specific uses and disclosures of PHI that may be made by
Business Associate on behalf of Covered Entity are those in connection with services provided by Business
Associate to or for Covered Entity only in a manner that is consistent with this Agreement, the Privacy
Rule or Security Rule;provided that the use or disclosure would not violate the Privacy Rule, including 45
C.F.R. §164.504(e), if the use or disclosure would be done by Covered Entity.
3.2 De-identified Information. Business Associate may use and disclose de-identified health
information if (i) the use is disclosed to Covered Entity and permitted by Covered Entity in its sole
discretion and(ii)the de-identification is in Compliance with 45 C.F.R. §I64.502(d), and the de-identified
health information meets the standard and implementation specifications for de-identification under 45
C.F.R. §164.514(a) and (b).
Article IV
TERM AND TERMINATION
4.1 Term. This Agreement shall be effective as of the Effective Date and shall be terminated when all
PHI provided to Business Associate by Covered Entity, or created or received by Business Associate on
behalf of Covered Entity, is destroyed or returned to Covered Entity.
4.2 Termination for Breach. If Business Associate breaches any provision in this Agreement,
Covered Entity may, at its option, access and audit the records of Business Associate related to its use and
disclosure of PHI, require Business Associate to submit to monitoring and reporting, and such other
conditions as Covered Entity may determine is necessary to ensure compliance with this Agreement, or
Covered may terminate this Agreement on a date specified by Covered Entity.
4.3 Effect of Termination. Upon termination of this Agreement for any reason Business Associate
agrees to return or destroy all PHI received from Covered Entity, or created or received by Business
Associate on behalf of Covered Entity, maintained by Business Associate in any form. If Business
Associate determines that the return or destruction of PHI is no feasible, Business Associate shall inform
Covered Entity in writing of the reason thereof,and shall agree to extend the protections of this Agreement
to such PHI and limit further uses and disclosures of the PHI to those purposes that make the return or
destruction of the PHI not feasible for so long as Business Associate retains the PHI.
4.4 Warranties. Business Associate represents and warrants to Covered Entity that Business
Associate (i) is not currently excluded,debarred or otherwise ineligible to participate in any Federal health
care program as defined in 42 U.S.C. §1320a-7b(f) ("the Federal Healthcare Programs"); (ii) has not been
convicted of a criminal offense related to the provision of health care items or services and not yet been
excluded, debarred, or otherwise declared ineligible to participate in the Federal Healthcare Programs, and
(iii) is not under investigation or otherwise aware of any circumstances which may result in Business
Associate being excluded from participation in the Federal Healthcare Programs. This shall be an ongoing
representation and warranty during the term of this Agreement, and Business Associate shall immediately
notify Covered Entity of any change in the status of the representations. Any breach of this section shall
give Covered Entity the right to terminate this Agreement immediately with or without cause.
Agreed to this on the day of , 2017.
Covered Entity: Business Associate:
Metropolitan Area EMS Authority d/b/a City of Fort Worth (Fire Department)
MedStar Mobile Healthcare (MedStar)
uglas R. A ooten Printed Name:
Chief Executive Officer Title:
Date: 9—f S— /7 Date:
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all performance and reporting requirements.
Name of Employee/Signature
Title
l�/This form is N/A as No City Funds are associated with this Contract
Printed Name Signature