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18-R-37 - Agreement with Southwest Texas Regional Advisory Council STRACWHEREAS, the City of Schertz staff (the "City ") has developed a Mobile Integrated Healthcare (MIH) service line within the EMS Department to deal with high utilizers of 911 services; and WHEREAS, MIH staff have been able to expand their services into providing broad based healthcare services that improve the health and well -being of the citizens within the EMS service area; and WHEREAS, large healthcare payers and systems desire to participate in providing MIH services to their patients across the entire San Antonio region and consider entering into multiple small contracts for service over burdensome; and WHEREAS, the Southwest Texas Regional Advisory Council ( STRAC) provides regional coordination of all aspects of the acute healthcare system and desires to coordinate MIH services for regional EMS agencies to provide a single point of contact in the region; and WHEREAS, City staff has determined that STRAC is uniquely qualified to provide such regional Mobile Integrated Healthcare Service coordination for the City; and WHEREAS, the City has determined that it is in the best interest to reduce healthcare cost to its citizens while improving their level of health; and WHEREAS, the City Council has determined that it is in the best interest of the City to enter into an agreement with STRAC pursuant to the Mobile Integrated Healthcare Services Agreement attached hereto as Exhibit A (the "Agreement "). BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS THAT: Section 1. The City Council hereby authorizes the Acting City Manager to enter into the Agreement with STRAC in substantially the form set forth on Exhibit A. Section 2. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the City Council Section 3. All resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. Section 4. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 5. If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Resolution would have been enacted without such invalid provision. Section 6. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by Chapter 551, Texas Government Code, as amended. Section 7. This Resolution shall be in force and effect from and after its final passage, and it is so resolved. PASSED AND ADOPTED, this 3rd day of April, 2018. CITY OF S_C `W, TEXAS Carpenter, Mayor ATTEST: �;_ "'�' 2�-� Brenda Dennis, City Secretary (CITY SEAL) 50077397.1 11 e O 50077397.1 A-1 AGREEMENT PROVISION C2: c 1 This Agreement for Mobile Integrated Healthcare (MIH) Services (the "Agreement ") is entered in to as of April 1, 2018, between City of Schertz Emergency Medical Services ( "City of Schertz") and the Southwest Texas Regional Advisory Council ( "STRAC "). WHEREAS, the purpose of this Agreement is to state the terms and conditions under which City of Schertz will provide MIH Services to enrolled patients from an entity that has a current agreement with STRAC; WHEREAS, the City of Schertz will work together with STRAC and the entity they are contracted with to develop treatment protocols and /or patient care plans for enrolled patients within the area serviced by the City of Schertz for EMS and /or MIH services; WHEREAS, the City of Schertz will provide personnel that will work to fulfill the program goals as defined in the agreement between STRAC and they entity requesting MIH services; WHEREAS, the Parties agree that patient care will be provided in accordance with mutually agreed upon care plans, and that City of Schertz MIH Providers will have access to any Medical Director or a Physician identified by STRAC or through the contracted provider that has an MIH agreement with STRAC to aid in medical decision making for patients enrolled in the program, if necessary; NOW, THEREFORE, in consideration of the Agreements contained herein, the Parties hereto agree as follows: 1. Services Provided. a. City of Schertz shall provide STRAC with MIH Services in order to complete the work defined in the contract between STRAC and any other entity requesting MIH services within areas served by the City of Schertz for EMS and /or MIH as well as the services described in Section 1 of Appendix A. b. STRAC shall provide City of Schertz with the services and perform the obligations described in Section 2 of Appendix "A" attached hereto and incorporated herein by reference (the "STRAC Services "). c. Specific program goals and services to be provided will be defined in each agreement that STRAC executes with any entity requesting MIH services and will also be defined in a Letter of Engagement from STRAC to the City of Schertz. The City Manager will decide on participation in each program on a case by case basis. 1 HOSPICE I vl_draft_12 /12/17 2. Fees for Services. a. As compensation for the City of Schertz Services, STRAC shall compensate City of Schertz at the times and in the amounts set forth in the contract executed between STRAC and the entity requesting MIH services. City of Schertz and STRAC shall have the right to amend the Mobile Integrated Healthcare Fees by mutual agreement. All fees will also be set forth in the Letter of Engagement that shall be provided by STRAC to the City of Schertz for program involvement. 3. Required documentation for Services. a. STRAC shall provide City of Schertz with all documentation reasonably required by City of Schertz in order to provide services in accordance with Appendix "A ", Section 2. This information shall be provided to City of Schertz at time of enrollment so compliant care can be provided by City of Schertz. 4. Payment for the Services. a. STRAC shall be liable to and shall pay all compensation due in accordance with the Agreement between STRAC and the entity requesting MIH services. City of Schertz will submit invoices to STRAC on a monthly basis and STRAC agrees to pay City of Schertz's invoices in full within thirty (30) days of its receipt of such invoices. 5. Term of the Agreement. a. Term. The term of this Agreement shall commence on April 1, 2018. City of Schertz shall have the option in its sole discretion to annually renew this Agreement automatically on the same terms and conditions. b. Immediate Termination by STRAC. STRAC may terminate this agreement immediately upon notice to City of Schertz, in the event of: (a) STRAC or its subcontractor's violation of any applicable Federal, State or local law, rule or regulation, including but not limited to, Chapter 775 of the Texas Health and Safety Code, Chapter 157 of Title 25 of the Texas Administrative Code ( "TAC ") and any applicable Federal, State or local special or general laws, or administrative regulations governing the operation of EMS; (b) the revocation or suspension of any of City of Schertz's licenses, accreditations or certifications; (c) or determination by STRAC that the health, safety or welfare of any patient may be in jeopardy if this agreement is not terminated. c. Termination due to Material Breach. City of Schertz, at anytime by written notice to STRAC, may declare this Agreement in default and terminate this Agreement. 2 HOSPICE I v1_draft_12 /12/17 STRAC shall have thirty (30) days after receipt of written notice to cure any default unless such right to cure is waived or cure is deemed impossible. STRAC and or any payer of a contract of MIH services with STRAC shall be the sole judge of whether the default has been satisfactorily cured. The events giving rise to termination under this section include but are not limited to: (1) failure by STRAC in the performance of any of its obligations hereunder, including but not limited to, failing to provide services as set forth in Appendix A; or (2) expiration or cancellation of any policy of insurance agreed to be maintained by STRAC. d. Termination without Cause. Either party signed herein may terminate the Agreement with 30 days written notice to the other party. e. Actions After Termination In the event that this Agreement shall be terminated, any and all fees shall be paid through the effective date of termination including all monthly fees due for all enrolled patients through the end of the month when the termination is effective. 6. Education and Training. a. Each party agrees to provide the -other party with education and training as set forth in Exhibit "A" attached hereto. In connection with such education and training, each party agrees to execute or provide the other party with documentation requested by the other party for purposes of patient privacy. 7. HIPAA. a. It is the intent of the parties to comply fully with the Health Insurance Portability and Accountability Act, Texas Health and Safety Code Chapter 181, and implementing regulations issued pursuant thereto (collectively "HIPAA" herein). The parties agree that confidential health information (hereinafter referred to as "Protected Health Information" or "PHI ") is subject to protection under, and it is the intent of the parties to be in full compliance with, state and federal law, including applicable provisions of HIPAA, the Health Information Technology for Economic and Clinical Health Act ( "HITECH "), its related regulations, and all applicable state privacy and security laws related to access of PHI by the parties. To the extent that the services performed herein are determined to be performing a transaction subject to HIPAA or HITECH Act, the Business Associate Agreement 3 HOSPICE I vl draft 12/12/17 shall control. Contemporaneously with the execution of this Agreement, the parties have executed a HIPAA compliant Business Associate Agreement. b. Each party shall implement and maintain such safeguards as are necessary to ensure that the PHI is not used or disclosed except as is provided in this Agreement and any referenced documents. 8. GENERAL PROVISIONS a. Corporate Practice of Medicine. Nothing contained herein is intended to (a) constitute the use of a medical license for the practice of medicine by anyone other than a licensed physician; (b) enable or assist STRAC or any corporation to practice medicine when in fact such corporation is not licensed to practice medicine; or (c) constitute or result in any other act or create any other arrangements in violation of the Texas Medical Practice Act. b. Retention of and Access to Records and Reports. City of Schertz agrees to provide STRAC and federal, state, and local governmental authorities having jurisdiction, upon request, access to all books, records and other papers (including, but not limited to, medical and financial records) and information relating to this Agreement and to those services rendered by City of Schertz pursuant to this Agreement, and to maintain such books, records, papers and information for the longer of six (6) years after termination of this Agreement, or the period required by applicable state law. All requested information shall be supplied within fourteen (14) business days of the receipt of the request, where practicable. b. STRAC and its subcontractors shall retain any and all documents produced as a result of services provided hereunder for a period of four (4) years (hereafter referred to as a "retention period") from the date of termination of the Agreement. If, at the end of the retention period, there is litigation or other questions arisingfrom, involving or concerningthis documentation or the services provided hereunder, STRAC shall retain the records until the resolution of such litigation or other such questions. STRAC acknowledges and agrees that City of Schertz shall have access to any and all such documents at any and all times, as deemed necessary by City of Schertz, during said retention period. City of Schertz may, at its election, require STRAC to return the documents to City of Schertz at STRAC's expense prior to or at the conclusion of the retention period. In such event, STRAC may retain a copy of the documents at its sole cost and expense. 9. Warranties and Covenants. STRAC represents and warrants that: 4 HOSPICE I v1_draft_12 /12/17 a. All information, data or reports provided or to be provided to City of Schertz is, shall be, and shall remain complete and materially accurate as of the date shown on the information, data, or report to the best of STRAC's knowledge. b. No litigation or proceedings are presently pending or threatened against STRAC relating to the Agreement. c. STRAC has legal authority to enter into this Agreement and to accept payments hereunder, and has taken all necessary measures to authorize such execution of contract and acceptance of payments pursuant to the terms and conditions hereof. d. STRAC (i) is not currently excluded, debarred, or otherwise ineligible to participate in Federal health care programs as defined in 42 U.S.C. Section 1320a -7b(f) (the "Federal health care programs "); (ii) is not convicted of a criminal offense related to the provision of health care items or services but has not yet been excluded, debarred, or otherwise declared ineligible to participate in the Federal health care programs, and (iii) is not under investigation or otherwise aware of any circumstances which may result in STRAC being excluded from participation in the Federal health care programs. This shall be an ongoing representation and warranty during the term of this Agreement, and STRAC shall immediately notify any entity of which STRAC contracts of any change in the status of the representation and warranty set forth in this section. Any material breach of this section shall give City of Schertz the right to terminate this Agreement immediately for cause. 10. Assignments. This Agreement is not assignable by either party without the prior written consent of the other. 11. Waiver of Performance. No waiver by either party of a breach of any of the terms, conditions, covenants or guarantees of this Agreement shall be construed or held to be a waiver of any succeeding or preceding breach of the same or any other term, condition, covenant or guarantee herein contained. Further, any failure of either party to insist in any one or more cases upon the strict performance of any of the covenants of this Agreement, or to exercise any option herein contained, shall in no event be construed as a waiver or relinquishment for the future of such covenant or option. In fact, no waiver, change, modification or discharge by either Party hereto of any provision of this Agreement shall be deemed to have been made or shall be effective unless expressed in writing and signed by the party to be charged. S HOSPICE I v1_draft_12 /12/17 b. No act or omission of either party shall in any manner impair or prejudice any right, power, privilege or remedy available to the party hereunder or by law or in equity, such rights, powers, privileges or remedies to be always specifically preserved hereby. c. No representative or agent of the either party may waive the effect of the provisions of this Section. 12. Legal Construction. In case any one or more of the provisions in this agreement shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. 13. Choice of Law and Venue. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas, without giving any effect to any conflict of law's provisions. 14. Confidentiality. a. The Parties acknowledge that in connection with the services to be performed under this agreement by STRAC and City of Schertz, either party, may be acquiring and making use of certain confidential information of the other party which includes, but is not limited to, management reports, financial statements, internal memoranda, reports, patient lists, and other materials or records of a proprietary nature ( "Confidential Information "). Therefore, in order to protect the Confidential Information, the parties, shall not after the date hereof use the Confidential Information of the other party except in connection with the performance of services pursuant to this Agreement, or divulge the Confidential Information of the other party to any third party, unless the other party consents in writing to such use or divulgence or disclosure is required by law. In the event either party receives a request or demand for the disclosure of Confidential Information of the other party, the party receiving the request or demand shall immediately provide written notice to the other party of such request or demand, including a copy of any written element of such request or demand. b. STRAC and City of Schertz agree to adequately instruct their employees, medical providers, and all personnel that may provide services pursuant to this Agreement regardingthe confidentiality and privacy of patients and patients' medical records. 15. Medicare Access to Records. 6 HOSPICE I vl_draft_12 /12/17 a. To the extent required by Section 1395x(v)(1)(1) of Title 42 of the United States Code, until the expiration of four years of termination of this Agreement, STRAC and /or City of Schertz shall upon written request, make available to the Secretary of the US Department of Health and Human Services, or the Comptroller General of the United States General Accounting Office, or to any of their duly authorized representatives, a copy of this Agreement and such books, documents and records as are necessary to certify the nature and extent of the costs of the Services provided by STRAC under this Agreement. 16. Amendment. a. No amendment, modification, or alteration of the terms hereof shall be binding unless the same be in writing, be dated subsequent to the date hereof and duly executed by the parties hereof. 17. Severability. a. Any provision of this Agreement that is determined invalid or unenforceable will be ineffective to the extent of such determination without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such remaining provisions. Furthermore, in lieu of such invalid or unenforceable provision, there shall be added automatically as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible, while also legal, valid and enforceable. 18. Notices a. Any notice required to be given pursuant to this Agreement shall be in writing and shall be sent by certified mail, registered mail or hand delivery to the parties at the addresses set forth below: STRAC: Southwest Texas Regional Advisory Council 7500 US Highway 90 West, Suite 200, San Antonio, TX 78227 ATTN: Eric Epley, Executive Director City of Schertz: City of Schertz 1400 Schertz Parkway Schertz, TX 78154 19. Entire Agreement. a. This Agreement constitutes the final and entire agreement between the parties. No other agreements, oral or otherwise, regarding the subject matter of this 7 HOSPICE I v1_d raft_ 12 /12/17 Agreement shall be deemed to exist or to bind the parties unless same is in writing dated subsequent to the date hereof and duly executed by the parties. EXECUTED IN DUPLICATE ORIGINALS ON THE DATE FIRST WRITTEN ABOVE. 8 HOSPICE I vl_draft_12 /12/17 Brian James City of Schertz, Acting City Manager Date 9 Southwest Texas Regional Advisory Council: Executive Director Date Appendix A. City of Schertz Services 1. City of Schertz agrees to provide to STRAC the following services: a. Facilitate the enrollment of patients who are receiving care from an entity that has a current contract with STRAC into the City of Schertz MIH Program. b. City of Schertz MIH personnel shall make contact with the patient and his /her family to schedule the required number of visits as outlined in the contract between STRAC and the entity requesting MIH services. c. If required in the contract between STRAC and the entity requesting MIH services, the address and other demographic information for patients shall be logged at the Provider's Public Safety Answering Point (PSAP) for ready identification in the event the patient or family accesses 911. This will allow, among other things MIH personnel to identify calls from a patient's address and facilitate response of an MIH paramedic to each 911 call from that address. I. If required in the contract between STRAC and the entity requesting MIH services and in the event that a 911 call is received by City of Schertz from the patient's residence that is enrolled in the Program, MIH will be notified and the nearest appropriate apparatus from the jurisdiction will be dispatched d. City of Schertz shall keep patient care records for every contact with enrolled patients. e. City of Schertz shall provide monthly reports on utilization of the MIH Program and any other requested data as defined in the contract between STRAC and the entity requesting MIH services on enrolled patients to STRAC. 10 HOSPICE I v1_draft_12 /12/17 Appendix A. STRAC Services 2. STRAC shall provide the following services to City of Schertz and perform the following obligations: a. Cause each entity with which STRAC contracts for MIH services to introduce the concept of enrollment in the MIH Program to all patients eligible for participation in the MIH Program. b. Cause each entity with which STRAC contracts to provide to MIH services to provide the following information for each such patient: i. Patient's full name, date of birth, social security number and phone number ii. Access to all medical records for the patient enrolled in the MIH Program, to include the out of Hospital DNR. c. Cause each entity with which STRAC contracts for MIH service to provide STRAC and City of Schertz with timely information regarding patients who are no longer enrolled in the MIN Program. d. Cause each entity with which STRAC contracts for MIH service to provide STRAC and /or City of Schertz continuing education and training regarding the specific program defined in the contract. e. Cause each entity with which STRAC contracts for MIH services to provide STRAC and /or City of Schertz with access to its Electronic Medical Record System to allow access to pertinent patient information. 11 HOSPICE I v1_draft_32 /12/17