HomeMy WebLinkAbout064662 - General - Contract - Emory UniversityCSC No. 64662
DATA TRANSFER AGREEMENT
by and between
CITY OF FORT WORTH, TEXAS
and
EMORY UNIVERSITY
This Data Transfer Agreement ("Agreement") is entered this, the 16 day of January, 2026, by and between the
City of Fort Worth, Texas, a Texas home-rule municipality ("Discloser") and Emory University, Through Its Woodruff
Health Sciences Center ("Recipient") with reference to the following:
WITNESSETH
WHEREAS, Recipient has entered into a Memorandum of Understanding with the Centers for Disease
Control and Prevention ("CDC MOU") (the CDC MOU is attached hereto as Exhibit A) to conduct the Cardiac Arrest
Regisriy to Enhance Survival ("CARES") Program ("Program"), which is authorizedby secrions 301(a) and 317(k)(2)
of the Public Health Service Act and
WHEREAS, under the CDC MOU, Recipient has been designated as a Public Health Authority under 45
C.F.R. 164.512(b) and, as such Public Health Authority, is authorized to receive, and Covered Entities are authorized
to disclose, Protected Health Information ("PHI") without patient authorization for the support of quality improvement
and public health surveillance purposes (the "Program Purposes"); and
WHEREAS, pursuant to the Program, Recipient collects data from 911 systems, telecommunicator CPR data,
emergency medical services agencies, and hospitals regarding out-of-hospital cardiac arrests ("OHCA") to further the
Program Purposes and to assist communities in tracking cases of cardiac arrest and identifying opportunities for
improvement in the treatment of OHCAs; and
WHEREAS, Discloser acts as an emergency response dispatch agency, receives calls made to 911 or other
emergency numbers, and records Discloser's interaction with callers (the "911 Recardings"); and
WHEREAS, Discloser regularly and routinely contributes data to the Program, which data is manually
gleaned from the 9ll Recordings and entered into the Program's databases; and
WHEREAS, Recipient desires to develop artificial intelligence tools and systems using language processing
of 911 Recordings in order to reduce Discloser's dependence on manual processes, improve data input accuracy,
expand the Program Purposes by enabling additional, and more accurate', data collection activities (the "Reporting
Tools"); and
WHEREAS, Discloser is willing to provide to Recipient 911 Recordings reflecting recordings of emergency
response dispatch activities from which Discloser has already manually submitted data to the Program and that
Recipient desires to use in training and developing the Reporting Tools on the terms and conditions contained in this
Agreement;
THEREFORE, PREMISES CONSIDERED, and for good and valuable consideration, the legal sufficiency
of which is hereby acknowledged by the parties, Discloser and Recipient agree as follows:
aFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
' Ryan A. Coute, Timothy Smith, Brian H. Nathanson, Joseph D. Richardson, William C. Ferguson, JD Strickland,
Benjamin von Schweinitz & Elizabeth A. Jackson (17 Nov 2025): Discrepancies in Bystander CPR Documentation:
Comparing the Birmingham CARES Data with 9-1-1 Audio Review, Prehospital Emergency Care, DOL•
10.1080/10903127.2025.2584506. Available at: https://doi.org/10.1080/10903127.2025.2584506
Page 1 of 8
I. Discloser Rights and Obligations
A. 911 Recordin�s
Discloser agrees to provide, in bulk, 911 Recordings as provided herein. The 911 Recordings were collected
by Discloser in its regular course of business operations and contain complete and intelligible audio
recordings of calls between Discloser and individuals reporting and assisting in OHCA events. Discloser will
provide 911 Recordings for the Program Purposes using 911 Recording that were manually submitted to the
Program previously.
B. Delivery Method
Discloser agrees to provide the 911 Recordings to Recipient in the manner as set forth in Section ILE on a
schedule agreed to by the parties.
C. Release of Ri�hts in Reportin� Tools
Discloser hereby waives all right, title and interest it may have, or could have whether by operation of law or
passage of time, in and to the Reporting Tools. Discloser hereby assigns, transfers and conveys to Recipient,
exclusively and perpetually, all right, title and interest throughout the world it may have or acquire in the
Reporting Tools, including without limitation all copyrights, patents rights, trade secret right, rights of
reproduction, trademark rights, rights of publicity (collecrively "Intellectual Property Rights") therein or
otherwise arising from the performance of this Agreement. No rights of any kind in and to the Reporting
Tools or Intellectual Property Rights therein are reserved to or by Discloser or will revert to Discloser under
any circumstances. Discloser agrees to execute such further documents and to do such further acts as may be
necessary to perfect, register, or enforce Recipient's ownership of such rights, in whole or in part.
II. Receipt, Use, Safeguards
A. Receipt
Recipient agrees to accept the 911 Recordings from Discloser in the manner as set forth in Section II.E on a
schedule agreed to by the parties.
B. Use of the 911 Recordin�s
The Reporting Tools will be developed using artificial intelligence technology. Recipient will use the 911
Recordings exclusively to train and tune the Reporting Tools, to improve speech analysis and translation, to
enable reporting-speciiic adaptarion, to build enhanced speech models that can be used by Discloser and for
broader reporting processes using 911 recordings from multiple data and audio sources thus expanding the
Program and the Program Purposes.
C. Restrictions on Use
Recipient may use the 911 Recordings only for the purpose for which they were obtained as set forth in
Section ILB. Recipient gives the following assurances with respect to all 911 Recordings:
Recipient will not use nor permit others to use the 911 Recordings in any way except for
development of the Reporting Tools;
Recipient will not release nor permit others to release the 911 Recordings or any part of them to any
person who is not a member of Recipient or one of its authorized agents.
iii. Recipient will not access nor permit others to access (directly or remotely) the data files outside the
United States.
D. 911 Recordin� Exchan�e / Transfer
The 911 Recordings shall be encrypted in transit. The confidenriality and integrity of the 911 Recordings
being transmitted shall be protected and preserved. Both parties shall exchange the 911 Recordings over a
secure data transport, namely Transport Layer Security (TLS) v.1.2 or better. Older variants, such as TLS
vl.l, TLS v.1.0, SSLv3, etc., are not permitted. The data transport using TLS v1.2 or better must be
configured to not permit negotiation of insecure/weak cipher suites. Configurations must follow guidance
provided by the Open Web Application Security Project (OWASP) on TLSv1.2 or better so that only strong
cryptographic ciphers are employed.
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E. Safe�uards; Unauthorized Use or Disclosure
Recipient shall ensure appropriate administrative, physical, and technical safeguards are used to protect the
confidentiality, integrity, and availability of the 911 Recordings and any derivative works thereof (the
"Protect Data") in accordance with 45 CFR §164.308 (Administrative Safeguards), §164310 (Physical
Safeguards) §164312 (Technical Safeguards). Recipient shall promptly report to Discloser any use or
disclosure of the Protected Data not provided for in this Agreement. Recipient shall take reasonable steps to
limit any further such unauthorized use or disclosure. For purposes of this Section, a'breach' shall have the
meaning set forth in 45 CFR § 164.402. Recipient shall norify Discloser of any breach or suspected breach
of Protected Data within 10 days of discovery. Such notification shall include, at a minimum, a description
of the breach, the types of PHI involved, and any steps taken to mitigate harm. Recipient shall comply with
the HIPAA Breach Notification Rule (45 CFR §§ 164.400-414) and the Texas Medical Records Privacy Act
(Texas Health and Safety Code § 181154), including notifying affected individuals within 60 days, HHS
OCR without unreasonable delay (and annually for unsecured breaches affecting fewer than 500 individuals),
and the Texas Attorney General if more than 250 Texas residents are affected. Recipient shall cooperate fully
with Discloser in any investigations, notifications, or mitigation efforts related to a breach. Recipient will
exercise reasonable care and no less than the same degree of care Recipient uses to protect its own
confidenrial, proprietary and trade secret information to prevent the data and 9ll Recordings from being used
in a manner that is not expressly for Program Purposes ar required by law. Recipient will not attempt to
contact any persons whose records are contained in the 911 Recardings without express written authorization
from Discloser. Recipient will not engage in prohibited markering or sale of the 911 Recordings.
In connection with the development and use of the Reporting Tools, Recipient shall implement AI-
specific safeguards, including but not limited to: (i) anonymizing or de-identifying PHI prior to AI
training to minimize re-identification risks, in accordance with 45 CFR § 164.514; (ii) conducting
periodic risk assessments for data inference or extraction vulnerabilities in the AI models; and (iii)
ensuring that no PHI is embedded or retrievable from the final Reporting Tools or any derivative AI
models post-training.
Reservation of Ri�hts in Reportin� Tools
For the avoidance of doubt, Recipient owns and shall have all rights, title, and interest in and to all Reporting
Tools and all related Intellectual Property (as defined in Section I.C), regardless of whether underlying
artificial intelligence models and the Reporting Tools used are wholly or partially developed and iine-tuned
using the 911 Recordings.
G. Reservation of Pronrietary Riehts in the Pro�ram
In addition to Recipient's reservation of rights in the Reporting Tools as addressed in Section II.F, nothing
in this Agreement is intended or shall by construed to grant any rights by implication, or otherwise to imply
the grant of any rights to the Program, including all related documentation and materials, and all intellectual
property rights contained therein, are and shall remain the sole and exclusive property of Recipient and its
licensors. Recipient and/or its licensor reserves all rights, title and interest in and to its property, and all
derivative works thereof, including, but not limited to, any and all now known or hereafter known tangible
and intangible (i) rights associated with works of authorship including, without limitation, copyrights, moral
rights and mask-works, (ii) trademark and trade name rights and similar rights, (iii) trade secret rights, (iv)
rights in software, inventions, designs, algorithms and other industrial property rights, including without
limitation, patents, and (v) all other intellectual and property rights of every kind and nature and however
designated, whether arising by operation of law, contract, license or otherwise. Recipient makes no claims of
ownership in the property of its licensors.
H. Sconc of Information
As provided by 45 C.F.R. § 164.502(b), Discloser must make reasonable efforts to limit PHI disclosure to
the minimum necessary to accomplish the intended purpose of the disclosure. Recipient hereby affirmatively
represents that Recipient has determined the informarion requested from Discloser is the minimum necessary
for the stated purposes under this Agreement and as contemplated by 45 C.F.R. § 164.514(d)(3)(iii)(A).
L Ownershin of 911 Recordin�s
The transfer of the 911 Recordings to Recipient by Discloser does not change the ownership of the data. For
the avoidance of doubt, Discloser retains ownership of the 911 Recordings and all data shared with Recipient.
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Recipient agrees it acquires no title or rights to the 911 Recordings or any data shared with Recipient for the
Program and as contemplated by this Agreement.
Ri�htto Insnect
At any time upon reasonable notice to Recipient, or if Discloser determines that Recipient has violated this
Agreement, Discloser will have the right to inspect the facilities, systems, books and records of Recipient to
monitor compliance with this Agreement.
IIL Financial Arrangements
There shall be no funds or in-kind exchange between the parties relating to this Agreement.
IV. Term And Termination
A. Term: Extension
The term of this Agreement shall begin effective as of the day and date first written above and shall terminate
at such time as Recipient has completed its use of the 911 Recordings. Recipient shall notify Discloser upon
this event. If not previously terminated, this Agreement shall automatically renew for one (1) year periods
unless a party provides notice to the other thirty (30) days before the end of any term of its intent not to renew
this Agreement and the continued use of the 911 Recordings. Either party may terminate this Agreement
immediately upon written norice if Recipient ceases to qualify as a public health authority under 45 CFR §
164.512(b).
B. Effect of End of Term
At the end of the term of this Agreement all 911 Recordings and any copies of the 911 Recordings shall be
destroyed by Recipient and Recipient shall provide a certiiicatc of destruction to Discloser. Destruction shall
include all backups, extracts, and derivative works containing PHI, except that Recipient may retain de-
identiiied data (as defined in 45 CFR § 164.514) solely for Program Purposes, provided such retention
complies with HIPAA and the Texas Medical Records Privacy Act. The certificate of destruction shall
confirm compliance with this requirement and detail the methods used (e.g., secure deletion or overwriting).
C. Survival of Certain Obli�ations
Upon the termination of this Agreement, the following rights and obligations to the extent established
hereunder will continue in effect: (i) the Release of Rights in Reporting Tools found in Section I.C; (ii) the
Reservation of Rights in Reporting Tools found in Section II.F; (iii) the Reservation of Proprietary Rights
found in Section II.G; (iv) the obligations regarding destruction and certiiication under Section IV.B; and
(vi) any claim or cause of action for breach of this Agreement existing as of the date of termination, which
claim or cause of action will remain in full force and effect until such rights and obligations are fully
discharged.
V. Representations And Warranties
A. Ri�hts to Disclose
Discloser represents and warrants that it has the right and authority to Disclose the 911 Recordings for
development of the Reporting Tools by Recipient and for the Program Purposes without further consents,
authorization, or approvals from any other state or federal governmental authority.
B. Mutual Renresentations
Each parry covenants, represents and warrants that: (i) it is duly organized, validly exisring, and authorized
to conduct business under applicable federal laws or the laws of the state and country of its organizarion; (ii)
this Agreement when executed and delivered will constitute the party's legal, valid and binding obligation
enforceable in accordance with its terms, except as enforceability may be limited by principles of equity; (iii)
all consents, approvals, resolutions, authorizations, actions or orders required of the party for the
authorization, execution and delivery of this Agreement, and for the rights granted hereunder, have been
obtained; (iv) the execution and delivery of this Agreement, and the perfarmance by such party of its
obligations hereunder, does not and will not conflict with or violate any law, rule, or regulation applicable to
it, any judicial or administrative order, award, judgment or decree of any state or country applicable to the
party, or violate or conflict with any provisions of the party's organizing instruments, or violate or conflict
with the terms of any express or implied contract between a party and any other person or enrity; and (v)
Recipient represents and warrants that it is and will remain a public health authority as defined in 45 CFR §
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164.501 during the term of this Agreement, pursuant to its Memorandum of Understanding with the Centers
for Disease Control and Prevention.
C. Disclaimer Of Warranties
EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS SECTION VII.B, EACH PARTY
EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, ARISING IN CONNECTION
WITH TffiS AGREEMENT, OR ITS IMPLEMENTATION, OR ARISING OUT OF A COURSE OF
PERFORMANCE, DEALING, OR TRADE USAGE, INCLUDING, WITHOUT LIMITATION, ANY
WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE OR UNINTERRUPTED OR ERROR-FREE USE OR OPERATION.
REQUESTOR ACKNOWLEDGES THAT THERE ARE NO IMPLIED WARRANTIES, AND EXCEPT
AS EXPRESSLY PROVIDED IN THIS SECTION V.B, THERE ARE NO OTHER EXPRESS
WARRANTIES.
VL Limitations Of Liability and Indemnity
IN NO EVENT SHALL EITHER PARY BE RESPONSIBLE OR LIABLE TO THE OTHER FOR ANY
INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER
EXTRAORDINARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUES OR LOSS
OF SAVINGS OR PROFITS), EVEN IF A PARTY, ITS AFFILIATES, OR ANY OF ITS OR THEIR
REPRESENTATIVES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT
OF OR RELATING IN ANY WAY TO THE 911 RECORDINGS AND DEVELOPMENT OF THE
REPORTING TOOLS.
RECIPIENT SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS DISCLOSER AND ITS
RESPECTIVE EMPLOYEES, SUBCONTRACTORS, AGENTS, OR OTHER MEMBERS OF DISCLOSER'S
WORKFORCE (EACH OF THE FOREGOING HEREINAFTER REFERRED TO AS "INDEMNIFIED
PARTY") AGAINST ALL ACTUAL AND DIRECT LOSSES SUFFERED BY THE INDEMNIFIED PARTY
AND ALL LIABILITY TO THIRD PARTIES ARISING FROM OR IN CONNECTION WITH ANY BREACH
OF THIS AGREEMENT OR FROM ANY ACTS OR OMISSIONS RELATED TO THIS AGREEMENT BY
RECIPIENT OR ITS EMPLOYEES, DIRECTORS, OFFICERS, SUBCONTRACTORS, OR AGENTS OR
OTHER MEMBERS OF RECIPIENT'S WORKFORCE. THE DUTY TO INDEMNIFY, DEFEND AND HOLD
HARMLESS IS INDEPENDENT OF THE DUTY TO INSURE. UPON DEMAND, RECIPIENT SHALL
REIMBURSE DISCLOSER FOR ANY AND ALL LOSSES, LIABILITIES, FINES, PENALTIES, COSTS OR
EXPENSES (INCLUDING COSTS OF REQUIRED NOTICES, INVESTIGATION, AND MITIGATION OF
A BREACH, FINES OR PENALTIES IMPOSED ON AN INDEMNIFIED PARTY BY A REGULATORY
AUTHORITY, AND REASONABLE ATTORNEYS' FEES) WHICH MAY BE IMPOSED UPON ANY
INDEMNIFIED PARTY TO THE EXTENT CAUSED BY AND WHICH RESULTS FROM THE
RECIPIENT'S FAILURE TO MEET ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT.
CONTRACTOR'S OBLIGATION TO DEFEND, INDEMNIFY AND HOLD HARMLESS ANY
INDEMNIFIED PARTY WILL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT.
VII. Confidential Information
A. Dutv of Confidentialitv
For purposes of this Section, PHI (as defined in 45 CFR § 160.103) shall be treated as Coniidential
Information and protected in accordance with HIPAA (45 CFR Parts 160 and 164) and the Texas Medical
Records Privacy Act (Texas Health and Safety Code Chapter 181), in addition to the requirements below.
Both parties acknowledge and agree that during the term of this Agreement, each party will become aware
of certain information that constitutes confidential, proprietary information or trade secrets of the other party
or of its licensors. Such information includes confidential, proprietary information relating to each party's
business and/or the Program including but not limited to technical or non technical data, procedures,
processes, files, reports, protocols, and financial data or plans that are not generally known by or available to
the public (collectively, "Confidential Information"). Both parties agree that it will not permit the duplication,
use or disclosure of any such Confidential Information by or to any person (other than its own employees,
agents ar representatives who must have such information for the performance of each party's obligations
under this Agreement) unless such duplication, use or disclosure is specifically authorized by the other party,
or is required by law or regulation. Notwithstanding the foregoing, Confidential Information shall not include
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information that: (a) is publicly known prior to disclosure to the other party hereunder or becomes publicly
known after disclosure to the other party hereunder. other than through acts or omissions of either party or
its employees or representatives; (b) as demonstrated by prior written records, is independently developed by
either party or is already known to either patty at the time of disclosure; or (c) is disclosed to either party by
a third parry that had no duty of confidenrialiry or fiduciary obligation to the other parry with respect to such
informarion.
B. Comnelled Disclosure
If either party is required by law to disclose any Confidential Information, including, without limitation,
disclosure pursuant to the terms of a subpoena or other similar document, it shall givc prior timely notice of
such disclosure to the other party to permit the other party to seek a protective or similar order and, absent
the entry of such an order, either party shall disclose only such Confidential Information that it is advised by
its counsel must be disclosed by law.
C. Survival of Con�dentialitv Provisions
Both parties agree that the foregoing provisions relating to Confidential Information shall survive the
termination or expiration of this agreement and remain in effect for as long as such information qualifies as
a"trade secreY' under Georgia law (O.C.G.A. § 10-1-76 1); and with respect to Confidential Information that
does not qualify as a"trade secret" under Georgia law, the foregoing provisions shall remain in effect during
the term of this Agreement and for a period of five (5) years after termination or expiration of this Agreement.
Notwithstanding the foregoing, obligations related to Pffi shall survive indefinitely or as required by
applicable law.
D. Irreparable Iniurv: Iniunction
Both parties acknowledge and agree that the restrictions in this Article are reasonable and necessary to protect
legitimate interests of the other party, as applicable, and that any violation of such restrictions would result
in irreparable injury. Both parties further acknowledge that, in the event of a violation of such restrictions,
and without limiting other possible remedies the other party, as applicable, shall be entitled to preliminary
and permanent injunctive relief without having to prove actual damages or immediate or irreparable harm or
to post a bond, cash or otherwise.
VIII. General Provisions
A. Severabilitv
If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be
unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so
that this Agreement shall otherwise remain in full force and effect and be enforceable.
B. Waiver
No waiver of any breach of this Agreement will be effective unless made in writing and signed by an
authorized representative of the waiving party. The waiver by either party of any breach of this Agreement
will not operate or be interpreted as a waiver of any other or subsequent breach.
C. Headin�s
Headings used in this Agreement are for reference purposes only and in no way define, limit, construe or
describe the scope or extent of such section or in any way affect this Agreement.
D. Relationshin of the Parties
Nothing in this Agreement shall create or be construed to create any partnership, joint venture, franchise,
iiduciary or employment relationship between the parties. Except as speciiically set forth in this Agreement,
neither party shall have any right, power or authority to act or create any obligation, express or implied, on
behalf of the other.
E. Force Maieure
Except as otherwise provided in this Agreement, the failure of either party to perform any obligation (other
than the payment of fees and charges by Recipient) otherwise due as a result of governmental action, laws,
orders, regulations, directions or requests, or as a result of events, such as war, acts of public enemies, strikes
or other labor disturbances, iires, floods, acts of God or any causes of like or different kind beyond the
reasonable control of that parry (` force majeure") is excused for so long as said cause exists.
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F. Notice
Any notices required or permitted hereunder shall be given in writing to Discloser or Recipient at the address
specified below such party's signature, or at such other address as the party may specify in writing. Such
notice shall be deemed given: (i) if delivered personally, upon delivery as evidenced by delivery records; or
(ii) if sent by certified ar registered mail, postage prepaid, or by a national courier services, the date of actual
receipt.
G. Countemarts
This Agreement may be executed in two or more counterparts each of which shall be dcemed an original and
all of which shall be taken together and deemed to be one instrument.
H. Entire A�reement
This Agreement, including the exhibits and schedules attached hereto, sets forth the entire understanding and
agreement of the parties and supersedes and terminates any and all prior or contemporaneous oral or written
agreements or understanding between the parties as to the subject matter of this Agreement. This Agreement
may be modified or amended only by a writing signed by both Discloser and Recipient. Neither party is
relying upon any warranties, representations, assurances or inducements not expressly set forth herein.
I. No Third-Partv Beneficiaries
This Agreement shall not confer any rights or remedies upon any person other than the parties hereto and
their respective successors and permitted assigns.
IN WITNESS WHEREOF, the parties have entered this Agreement as of the day and date first written above,
City of Fort Worth
��,_ I✓�st�^-,�L
By:
Valerie Washington (Feb 2, 20261024:53 CST)
Name: Valerie Washin�ton
Title: Assistant City Manager
Feb 2, 2026
Date:
Address for norice:
100 Fort Worth Trail
Fort Worth, Texas 76102
Emory University, Through Its Woodruff Health
Sciences Center
By:
����, �, ��
Name:
Bryan McNally, MD, MPH
Title:
Exccutive Director CARES
Date:
January 16"', 2026
Address for notice:
w/Copy to City Attorney's Office at same address
Bryan McNally, MD, MPH
Executive Director, CARES: Cardiac Arrest
Registry to Enhance Survival
Emory University
Woodruff Health Sciences Center
Mailstop 1599/001/1BQ
1599 Clifton Road NE
Atlanta, Georgia 30322Phone: 404.886.5392
E-mail address: bmcnally(a�emory.edu
With a copy to:
Emory University Office of General Counsel
201 Dowman Drive
Administration Building Suite 102
Atlanta, Georgia 30322
ATTN: Chief Health Counsel
Page 7 of 8
CITY OF FORT WORTH 1NTERNAL ROUTING PROCESS:
Approval Recommended:
, �����
By:
Name: Dr. Jeffrey Jarvis
Title: Director, Office of Medical Director
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.
Approved as to Form and Legality
���
By:
Name: Taylor C. Paris
Title: Assistant City Attorney
Contract Authorization:
M&C: N/A
� ���
By: �n�
Name: Dwayne Howerton
Title: Deputy Director, Office of Medical
Director
City Secretary:
� � .,��'>�� .
By: �
Name: Jannette S. Goodall
Title: City Secretary
Page 8 of 8
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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DEPARTMENT OF HEALTH & HUMAN SERVICES
February 26, 2024
Bryan McNally, MD, MPH Executive Director
CARES: Cardiac Arrest Registry to Enhance Survival
Emory University- Woodruff Health Sciences Center
Mailstop 1599/001/IBQ
1599 Clifton Road NE
Atlanta, Georgia 30322
Dear Dr. McNally:
Public Health Service
Centers for Disease Control
and Prevention (CDC)
Atlanta, GA 30329
The Department of Emergency Medicine at the Emory University School of Medicine is collaborating
with the Centers for Disease Control and Prevention (CDC) to conduct the Cardiac Arrest Registry to
Enhance Survival (CARES) Registry and Quality Improvement Program (see attached Memorandum
of Understanding (MOU) executed). The purpose of CARES is to help local communities identify and
track cases of out-of-hospital cardiac arrest (OHCA) and identify opportunities for improvement in
the treatment and ultimate survival of such events.
CDC supports public health activities pursuant to the Standards for Privacy of Individually Identifiable
Health Information promulgated under the Health Insurance Portability and Accountability Act
(HIPAA) [45 CFR Parts 160 and 164]. Under this rule, covered entities may disclose, without
individual authorization, protected health information to public health authorities authorized by law
to collect or receive such information for the purpose of preventing or controlling disease, injury, or
disability, including, but not limited to, the reporting of disease, injury, vital events such as birth or
death, and the conduct of public health surveillance, public health investigations, and public health
interventions. The definition of a public health authority includes entities acting under a grant of
authority from and an agreement or contract with such public agency.
Therefore, the CDC considers CARES to be a quality improvement intervention and public health
surveillance activity, for which disclosure of protected health de-identifiable health information by
covered entities is subject to 45 CFR § 164.512(b) of the Privacy Rule.
Sincerely yours,
C�-s ��-
Janet S. Wright, MD, MACC, FPCNA
Director, Division for Heart Disease and Stroke Prevention
National Center for Chronic Disease Prevention and Health Promotion
U.S. Centers for Disease Control and Prevention, Atlanta, GA
MEMORANDUM OF UNDERSTANDING
Between
Emory University
AND
Centers for Disease Control and Prevention
National Center for Chronic Disease Prevention and Health Promotion Division for Heart
Disease and Stroke Prevention
This Memorandum of Understanding (MOU) sets forth the terms and understanding between Emory
University (Emory) and Centers for Disease Control and Prevention (CDC), National Center for
Chronic Disease Prevention and Health Promotion (NCCDPHP), Division for Heart Disease and
Stroke Prevention (DHDSP), for purposes of providing a framework for engaging in activities relating
to the Cardiac Arrest Registry to Enhance Survival (CARES) initiative. CDC and Emory may be
individually identified in this MOU as "Party" or collectively referred to as "the Parties."
BACKGROUND
The AHA Scientific Statement of 2004 addressing cardiac arrest and cardiopulmonary resuscitation outcome
reports recommended the development of an integrated method of data collection that would provide for
"uniform data collection and tracking of data to facilitate better continuous quality improvement in
hospitals, emergency medical service (EM) systems, and communities." It also recognized that such a
system would "enable comparison across systems for clinical benchmarking to identify opportunities for
improvement." A series in ZISA Today highlighted the lack of research on out-of-hospital cardiac arrest
(OHCA) and revealed the results of a survey by the Henry J. Kaiser Foundation showing that 38 ofthe 50
largest cities either could not or would not report their community's rate of cardiac arrest survival. The
Centers for Disease Control and Prevention (CDC) issued a request for proposals (RFP) to develop and
implement a simple cardiac arrest registry that would enable communities across the United States to
identify incidents of OHCA, measure key aspects of pre-hospital care, and determine rates of survival.
The CARES registry and quality improvement program has expanded to a catchment area of more than
175 million people, who are served by over 2,300 EMS agencies and more than 2,500 hospitals in 46 states,
generating an annual call volume of over 150,000 patients. CARES uses an internet database system to
register out-of hospital cardiac arrest events, track patient outcomes with hospitals, and record
response intervals associated with First Responder and EMS response. Three sources of data are
linked into a single record to adequately describe each out-of-hospital cardiac arrest in CARES: 1) 911
call center data (to provide incident address and dispatch and arrival times), 2) EMS data (to
describe presenting cardiac rhythm and treatment methods), and 3) hospital data (to document outcome
at discharge). Multiple reporting features can be generated and monitored continuously through secure
online access by CARES participants which allows for longitudinal, internal benchmarking. Local
EMS administrators and medical directors can identify when and where cardiac arrest occurs, which
Page 3 —
elements of their EMS system are functioning properly in dealing with these cases, and what changes
can be made to improve outcomes.
In operating the CARES registry, Emory is acting as a"public health authority" as that term is defined
at45 CFR 164.SOlofthe Health Insurance Portability and Accountability Act (HIPAA) regulations and,
as such, Emory is authorized under 45 CFR 164.512 to collect and receive patient identifiable
information from health care providers, including EMS providers and hospitals, that participate in the
program forthe purpose ofconducting the CARES public health surveillance program.
PURPOSE
The essence ofthis MOU is to provide the framework supporting the parties' joint activities relating to
the CARES initiative.
The parties acknowledge that this MOU documents and formally recognizes the continuing collaborative
relationship between CDC and Emory for the operation of the CARES registry since the CARES registry
began in 2004.
The goals of the partnership will be accomplished by undertaking the following activities:
ROLES and RESPONSTBTLiTIES
It is hereby agreed by and between the partners that this collaboration will support the following roles
and responsibilities of each party as follows, and to the extent government resources and appropriations
allow:
General:
• The spirit of this MOU demonstrates commitment to work collaboratively to achieve the goals of
the CARES initiative.
• In a critical effort to standardize and improve registry data, CDC and Emory will work toward
greater harmonization ofthe relevant indicators tracking out-of-hospital cardiac arrest.
• CDC and Emory will collaborate on communications and promotion of CARES.
CDC agrees to:
1. Provide subject matter expertise on cardiovascular and stroke epidemiology, surveillance and
monitoring.
2. Provide subject matter expertise in GIS and mapping, including assisting the CARES team
with generating maps.
3. Be a member of and actively participate on the CARES Oversight Board.
Page 4 —
EMORY agrees to:
1. Continue to provide the CDC with de-identified US out of hospital cardiac arrest data for
inclusion in their Data Trends and Maps Website, Interactive Atlas of Heart Disease and
Stroke, or similar derivative products.
2. Continue to provide the CDC with de-identified Global out of hospital cardiac arrest data for
future inclusion in their Data Trends and Maps Website, Interactive Atlas of Heart Disease
and Stroke, or similar derivative products.
3. Provide subject matter expertise on EMS, resuscitation and cardiac arrest protocols.
RESEARCH
Consistent with Section 301(a) of the Public Health Service Act, 42 U.S.C. 241 (a), EMORY may
use the CARES registry data for research purposes, or provide the CARES registry data to appropriate
public authorities, and to health officials and scientists engaged in special study in compliance with 45 CFR
164.512(i), 45 CFR 164.514(e), or if the CARES Registry Data is de-identified in compliance with 45 CFR
164.514(b).
USE OF MARKS
Provision of assistance as intended under this MOU does not give EMORY or any of its partners or
affiliates a blanket right to use the CDC logo. Permission to use the CDC logo must be obtained from CDC
and is determined on a case-by-case basis. This similarly applies to the use of the Department of Health
and Human Services (HHS) logo.
FUNDRATSiNG/SOLiCITATION
EMORY will not use CDC or DHHS marks or slogans, or the existence of this partnership, for fundraising
activities. EMORY will not imply that HHS or any component agency endorses any fundraising activities
relating to these activities.
PUBLiCITY AND ENDORSEMENTS
EMORY shall not imply that the involvement of HHS or CDC in this is partnership serves as an
endorsement of the general policies, activities, or products of EMORY; where confusion could result,
publicity should be accompanied by a d disclaimer to the effect that no endorsement is intended. EMORY
will clear all publicity material ls for events with HHS and CDC to ensure compliance with this paragraph.
Page 5 —
INTELLECT��(�, PROPERTY
This MOU does not, and is not intended to, transfer to either party any rights in any intellectual property
of the other party. HHS and CDC shall maintain full rights to re-use the content and material that it
provides for any and all CDC purposes, and/or to share with other collaborators or requesters. Any report,
article, or other paper prepared by employees of the Federal Government as part of their official duties is,
under the U.S. Copyright Act, a"work of the United States Government" for which copyright protection
under Title 17 of the United States Code is not available.
TRADE SECRET OR COMMERCiAL iNFORMATION
CDC shall comply with 18 U.S.C. Section 1905, the Trade Secrets Act, and, to the extent applicable law
allows, safeguard any EMORY proprietary and confidential information obtained pursuant to activities
set forth in this MOU. EMORY shall clearly mark all information, in any format, of a proprietary
and confidential nature provided to CDC, as such.
PUBLiC AVAiLABILiTY
This partnership agreement shall be publicly available.
LEGAL AUTHORITY
This MOU is authorized by Section 301(a) ofthe Public Health Service Act, 42 U.S.C. 241 (a).
FUNDING
In general, each party is expected to bear the costs of its participation in this project. Nothing in this
Agreement shall obligate EMORY, HHS, or CDC to any current or future expenditure of resources in
advance of the availability of appropriations from Congress. CDC's participation in all aspects of this
MOU is subjectto availability offunds.
LIABILITY
Each party will be responsible for its own acts and the results thereof and shall not be responsible for
the acts of the other party and the results thereof.
GOVERNING LAW
This MOU shall be governed by applicable federal law.
ENTiRETY
This MOU represents the entire agreement of the Parties with respect to the subject matter hereof and
supersedes all prior and/or contemporaneous agreements or understandings, written or oral, with
respect to the subject matter ofthis MOU.
Page 6 —
EFFECTIVE DATE
This MOU will become effective on tbe date ofthe last signatory to the agreement.
REVISIONS/AMENDMENTS
It is understood and agreed that the Parties may revise or modify this MOU by written amendment
hereto, provided such revisions or modifications are mutually agreed upon.
TERMINATION
This MOU is entered voluntarily by all Parties and may be modified by mutual consent of authorized
of�cials from the EMORY and CDC. This MOU may be terminated by either party with thirty (30) days
advance written notice. In the absence of a mutual agreement by authorized officials from the EMORY
and CDC to continue to further this partnership, this MOU shall end on February 28, 2027.
CDC
By
: G��_�' uJ2.�-
Print Name: Janet S Wright, MD
Print Title: Director, CDC Division for Heart Disease and Stroke Prevention
Date: February 26, 2024
Emory Universitv
By: ����.rL ��GG/I/G%��� ��'`�� j��
PrintName: Bryan M�Nally, MD, MPH
Page 7 —
Print Title: Executive Director CARES
Date: February 27th, 2024
F�RT��RTHo
City Secretary's Office
Contract Routing & Transmittal Slip
Contractor's Name
Emory University
Subject of the Agreement: Data transfer agreement related to CARES
M&C Approved by the Council? * Yes ❑ No ❑■
If �so, the M&C must be attached to the contract.
Is this an Amendment to an Existing contract? Yes ❑ No ❑■
If �so, provide the original contract number and the amendment number.
Is the Contract "PermanenY'? *Yes ❑ No 0
If �unsure, see back page for permanent contract listing.
Is this entire contract Confidential? *Yes ❑ No ❑■ If only specific information is
Confidential, please list what information is Confidential and the page it is located.
Effective Date: 1.16.26 Expiration Date: Upon completion of projeci
If different from the approval date. If applicable.
Is a 1295 Form required? * Yes ❑ No ❑■
*If �so, please ensure it is attached to the approving M&C or attached to the contract.
Proj ect Number: If applicable.
*Did you include a Text field on the contract to add the City Secretary Contract (CSC)
number? Yes ❑■ No ❑
Contracts need to be routed for CSO processin� in the followin� order:
1. Katherine Cenicola (Approver)
2. Jannette S. Goodall (Signer)
3. Allison Tidwell (Form Filler)
*Indicates the information is required and if the information is not provided, the contract will be
returned to the department.
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