23-R-90 Agreement Southwest Texas Regional Advisory Council (STRAC)RESOLUTION NO.23-R-90
A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS
AUTHORIZING THE CITY MANAGER TO ENTER INTO AN I N T E R L O C A L
AGREEMENT AND BUSINESS ASSOCIATE AGREEMENT WITH
SOUTHWEST TEXAS REGIONAL ADVISORY COUNCIL (STRAC) FOR
A DATA MANAGEMENT SYSTEM FOR ELECTRONIC PATIENT CARE
RECORDS (EPCR) AND FIRE RECORDS MANAGEMENT SYSTEM
(F I R E R M S) AND OTHER MATTERS IN CONNECTION THEREWITH
WHEREAS, STRAC is the Regional EMS/Trauma Advisory Council designated by the Texas
Department of State Health Services ("DSHS") in the STRAC region (Trauma Service Area — P,
TSA-P); and
WHEREAS, STRAC has licensed certain eRMS software from ImageTrend for providing
electronic records management software services, including electronic Patient Care Records (ePCR)
and/or Fire Record Management System (FireRMS); and
WHEREAS, STRAC is designated by DSHS to design, implement and maintain the Regional
EMS/Trauma, Disaster and Emergency Healthcare System for Trauma Service Area — P (TSA-P) and
will provide overall coordination and management to the eRMS project and as such has an interest to
provide cost effective software solutions to member agencies; and
WHEREAS, STRAC is providing the eRMS solution to eligible EMS member agencies, Fire
Departments and other public safety agencies on a software as a service basis in a co-operative fashion,
leveraging economies of scale by having multiple public safety member agencies subscribe through
STRAC to utilize STRAC's pricing with ImageTrend for the eRMS system; and
WHEREAS, the City of Schertz has an interest in and need to have an electronic records
management system to increase capability and performance for the jurisdiction or population it serves;
therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS
THAT:
Section 1. The City Council hereby authorizes the City Manager to enter into an Interlocal
Agreement and Business Associate Agreement with Southwest Texas Regional Advisory Council
(STRAC) for a data management system for electronic patient care records (ePCR) and Fire records
management system (FireRMS).
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 � day of M& 2023
oGuie
Z, TEXAS
yor
A EST:
S eila Edmo dson, City Secretary
STRAC ELECTRONIC RECORDS MANAGEMENT SYSTEM (eRMS) PROJECT
INTERLOCAL COOPERATION AGREEMENT
This PROJECT AGREEMENT ("Agreement"), is entered into by the following parties: the Southwest
Texas Regional Advisory Council ("STRAC"), a Texas non-profit corporation created by Texas law and
regulations, and City of Schertz, Texas ("Agency"), a political subdivision of the State of Texas.
Recitals
It is the purpose of this Agreement to establish a cooperative and mutually beneficial relationship between
the parties and to set forth the relative responsibilities of the parties as they relate to the provision of certain
electronic records management software (eRMS) services, as further described in Schedule A, by STRAC
to Agency.
STRAC is the Regional EMS/Trauma Advisory Council designated by the Texas Department of State
Health Services ("DSHS") in the STRAC region (Trauma Service Area — P, TSA-P).
STRAC has licensed certain eRMS software from ImageTrend for providing electronic records
management software services, including electronic Patient Care Records (ePCR) and/or Fire Record
Management System (FireRMS).
STRAC is designated by DSHS to design, implement and maintain the Regional EMS/Trauma, Disaster
and Emergency Healthcare System for Trauma Service Area — P (TSA-P) and will provide overall
coordination and management to the eRMS project and as such has an interest to provide cost effective
software solutions to member agencies.
STRAC is providing the eRMS solution to eligible EMS member agencies, Fire Departments and other
public safety agencies on a software as a service basis in a co-operative fashion, leveraging economies of
scale by having multiple public safety member agencies subscribe through STRAC to utilize STRAC's
pricing with ImageTrend for the eRMS system.
Agency has an interest in and need to have an electronic records management system to increase capability
and performance for the jurisdiction or population it serves
Agreement
Accordingly, both Agency and STRAC agree as follows:
I. LEGAL AUTHORITY
STRAC represents and warrants that:
1. STRAC is a Texas non-profit corporation organized to provide one or more governmental
functions and services described in Texas Administrative Code Title 25, Part 1, Chapter 157.
2. STRAC possesses adequate legal authority to enter into this Agreement.
3. The governing body of STRAC believes that this Agreement is beneficial to the public.
4. STRAC has valid and enforceable licenses and all other necessary legal authority to grant
Agency the right to use the software services to be provided under this Agreement.
The Agency represents and warrants that:
1. The Agency possesses adequate legal authority to enter into this Agreement.
STRAC eRMS Agreement
2. The governing body of the Agency believes that this Agreement is beneficial to the public
and that the Agency has the legal authority to provide the governmental function which is the
subject of this Agreement.
3. The Agency is an active member in good standing and is licensed through the Texas DSHS.
II. STATEMENT OF SERVICES TO BE PERFORMED:
STRAC shall provide services as set forth in the attached "Schedule (A), eRMS Project."
Services listed in Schedule (A) provided by STRAC under this Agreement or assigned to the
Agency as eRMS Project -specific services are provided to the Agency by STRAC at the rates in
Schedule (B), eRMS Project Pricing. The Agency is responsible for all costs associated with
implementing and operating the eRMS Project as provided for in the attached Schedules,
including all costs of wireless data, GPS and hardware equipment and any utility services
required to enable the eRMS Project to function correctly.
Schedules (A) and (B), are incorporated in this Agreement for all purposes.
III. TERM OF AGREEMENT:
This Agreement is effective as of the 06/08/2023 ("Effective Date.") The initial term of this
Agreement continues for one (1) year from the Effective Date ("Term"). At the end of the Term,
this Agreement automatically renews on each anniversary of the Effective Date for five (5)
consecutive years, unless earlier terminated by the parties in accordance with paragraph IV. The
maximum duration of this contract is six (6) years.
IV. TERMINATION AND DISPUTE RESOLUTION:
This Agreement may be terminated by either the Agency or STRAC if either party in its sole
discretion requests termination in writing to the other party, with 60 days prior notice.
When mediation is acceptable to both parties in resolving a dispute arising under this Agreement,
the parties agree to use a mutually agreed upon mediator, or a person appointed by a court of
competent jurisdiction, for mediation as described in section 154.023 of the Texas Civil Practice
and Remedies Code. Unless both parties are satisfied with the result of the mediation, the mediation
is not a final and binding resolution of the dispute. All communications within the scope of the
mediation shall remain confidential as described in section 154.073 of the Texas Civil Practice and
Remedies Code, unless both parties agree, in writing, to waive the confidentiality.
This Agreement and all of the transactions described herein shall be governed by and construed in
accordance with the laws of the State of Texas. All obligations under this Agreement are
performable in Bexar County, Texas.
VI. GENERAL PROVISIONS:
1. This Agreement is entered into by the duly authorized officials of each respective party.
2. Any notice required pursuant to this Agreement must be in writing and is properly given if
hand delivered, or sent by certified or registered mail, or overnight courier service, to the
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parties either at the address below for or at such other address as the parties from time to time
specify by written notice pursuant to this Section. Any such notice is considered delivered on
the date of delivery if hand delivered, or upon confirmation if sent by certified or registered
mail or an overnight courier service.
If to STRAC:
STRAC
Attention: Executive Director
7500 Highway 90 West
AT&T Building, Suite 200
San Antonio, Texas 78227
If to Agency:
Schertz EMS Department
1400 Schertz Parkway Building 7
Schertz, TX 78154
3. To the extent authorized by the laws of the State of Texas, STRAC and the Agency are not
liable for any lost profits, special, incidental, consequential, or punitive damages, for breach
of any express or implied warranties or otherwise. STRAC and the Agency do not warrant,
expressly or implied, and does not represent that the software or services provided under this
Agreement are without defect, interruption, or suited for particular purposes or uses.
4. During the term of this Agreement and any extensions of it, the Agency, to the extent
permitted by law assumes liability arising from the misuse or erroneous employment,
deployment, redeployment, and reconstitution of the eRMS Project and supporting equipment
in accordance with the provisions of law and regulations which govern its activities. This
assumption of liability does not apply to claims of infringement of intellectual property rights
for actions that are not in breach of this Agreement.
5. If any provision of this Agreement is held to be illegal, invalid or unenforceable in any
respect, such illegality, invalidity or unenforceability shall not affect any other provision of
this Agreement, and this Agreement shall be construed as if that invalid, illegal or
unenforceable provision had never been included in this Agreement. In computing any
period of time pursuant to this Agreement, the first day is excluded and the last day included
except that if the last day falls on a Saturday, Sunday, or a day Agency has declared a holiday
for its employees, these days shall be omitted. All hours stated in this Agreement are stated in
Central Time as recognized in San Antonio, Texas. Words of any gender in this Agreement
shall be construed to include any other genders and words in singular shall be construed to
include plural and vice versa unless the context in the Agreement clearly requires otherwise.
Headings and titles at the beginning of the various provisions of this Agreement have been
included only to make it easier to locate the subject matter covered by that part, section or
subsection and are not to be used in interpreting this Agreement.
6. Both parties understand that each will fulfill its responsibilities under this Agreement in
accordance with the provisions of law and regulations which govern their activities. Nothing
in this Agreement is intended to negate or otherwise render ineffective any such provisions or
operating procedures. If at any time either party is unable to perform its functions under this
Agreement consistent with such party's statutory and regulatory mandates or authority, the
affected party shall immediately provide written notice to the other to establish a date for
mutual resolution of the conflict. Resolution may include forfeiture of the use and return to
STRAC of those assets described in the Schedule (A).
7. Assignment. The parties to this Agreement shall not assign any of the rights or obligation
under this Agreement without the prior written consent of the other party. No official,
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employee, representative or agent of Agency has the authority to approve any assignment
under this Agreement unless that specific authority is expressly granted by Agency. The
terms, provisions, covenants, obligations and conditions of this Agreement are binding upon
and inure to the benefit of the successors in interest and the assigns of the parties to this
Agreement if the assignment or transfer is made in compliance with the provisions of this
Agreement. Without the prior written approval or the prior written waiver of this right of
approval from Agency, STRAC shall not enter into any subcontracts for any service or
activity relating to the performance of this Agreement other than the contract with
ImageTrend. STRAC acknowledges that no officer, agent, employee or representative of the
Agency, has the authority to grant such approval or waiver unless expressly granted that
specific authority by Agency
8. If a change of name is required, the Agency shall be notified immediately. No change in the
obligation of or to STRAC will be recognized until it is approved by the Agency.
9. This Agreement constitutes the entire agreement of the parties with respect to the subject
matter of it, and supersedes any prior understanding or written or oral agreements between
the parties with respect to the subject matter of this Agreement.
10. No amendment, modification, or alteration of the terms of the Agreement is binding on either
party unless the same is in writing, is dated subsequent to the date of this Agreement, and is
duly executed by the party against whom enforcement is sought except that the Agency may,
with consent of STRAC, at any time, by written document, make changes within the general
scope of this Agreement in any aspect of Agreement to correct errors of a general
administrative nature or other mistakes, the correction of which does not affect the scope of
the Agreement and does not result in expense to the STRAC.
11. Each person signing this Agreement on behalf of a party confirms for the benefit of the other
party that any requisite approvals from the governing body of the signing party have been
obtained, and all prerequisites to the execution, delivery, and performance of this Agreement
have been obtained by or on behalf of that party.
12. Force Majeure — Either party may be excused from performance under this Agreement for
any period that the party is prevented from performing its obligations in whole or in part as a
result of any act of God, war, civil disturbance, epidemic, court order, or other event outside
the control of such party, provided the party seeking to be excused has prudently and
promptly acted to take any and all reasonable corrective measures that are within that party's
control.
13. Neither party has authority for or on behalf of the other as to the subject matter of this
Agreement, except as provided in this Agreement. No other authority, power, partnership,
use, or rights are granted or implied except as provided by Texas or federal laws and
regulations, and as defined in the Agreement and Schedule (A) to it.
14. Neither party may incur any debt, obligation, expense, or liability of any kind on behalf of the
other party without the other party's express written approval.
15. To the extent permitted by law, the Agency will defend and indemnify STRAC, its directors,
employees, agents, and representatives (the "Indemnitees") and hold the Indemnitees
harmless against any damage, claims, suits, actions, liabilities, loss, penalties, costs, and
expenses including, without limitation, reasonable attorneys' fees arising out of or alleged to
have arisen from or in any way connected to:
i. The misuse by the Agency of the eRMS Project and issued equipment.
ii. a breach of any of the representations, warranties, or obligations of this agreement by
the Agency; and/or
iii. any claim (whether founded or unfounded) of any nature or character, arising out of
or alleged to have arisen from or in any way connected to any actual or alleged
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negligence or dishonesty of, or any actual or alleged act of commission or omission
by the Agency or any of its employees, agents, representatives or contractors.
16. STRAC will defend and indemnify the Agency, its elected officials, directors, officers,
employees, agents and representatives (the "Agency Indemnities") and hold the Agency
Indemnities harmless against any damages, claims, suits, actions, liabilities, loss, penalties,
costs, and expenses including without limitation reasonable attorneys' fees arising out of or
alleged to have arisen from or in any way connected to:
i. any infringement of any applicable copyrights, licenses or other intellectual property
or proprietary rights which may exist on materials used in this Agreement and any
rights granted to Agency shall apply for the duration of this Agreement.
ii. a breach of any of the representations, warranties, or obligations of this Agreement
by STRAC; and/or
iii. any claim (whether founded or unfounded) of any nature or character arising out of
or alleged to have arisen from or in any way connected to any actual or alleged
negligence or dishonesty of, or any actual or alleged act of commission or omission
by STRAC, or any of its employees, agents, representatives or contractors.
17. STRAC certifies that at the time of execution of this Agreement, it is not on the federal
government's list of suspended, ineligible, or debarred contractors. If the STRAC is placed
on the list during the term of this Agreement, STRAC shall notify the Agency. False
certification or failure to notify may result in terminating this Agreement.
AGREEMENT SIGNATURES:
The undersigned parties bind themselves to the faithful performance of the Agreement. It is mutually
understood that this Agreement shall be effective if signed by a person authorized to do so according to
the normal operating procedures of that party. If the governing body of a party is required to approve this
Agreement, it does not become effective until approved by the governing body of that party. In that
event, when this Agreement is executed by the duly authorized official(s) of the party as expressed in an
approving resolution or order of the governing body of that party, a copy of the resolution or order shall
be attached to this Agreement.
[Remainder of Page Intentionally Blank; Signature Page Attached]
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STRAC eRMS Agreement
[Signature Page to STRAC eRMS Agreement]
APPROVED AS TO FORM AND LEGALITY:
APPROVED AS TO FORM AND LEGALITY:
City of Schertz EMS Department
an
Steve Williams, City Manager
Date of Signature
Southwest Texas Regional Advisory Council
LN
Eric Epley, Executive Director
Date of Signature
STRAC_eRMS_20230001 Page 6 of 10 v.1/2023
STRAC eRMS Agreement
SCHEDULE (A)
eRMS PROJECT
Project Description
The eRMS Project shall include the provision of Fire and EMS records management service Agency on a
Software as a Service basis. The system includes:
• Patient Care Reporting
• Fire Incident Reporting
• Personnel Management
• Continuous Quality Improvement Module
• Community Health Records Management
• Training Records Management
• Activity Tracking
• Inventory Management
• Occupancies and Fire Inspections
• Reporting, Dashboards, and Data Analysis
• Integration with Agency CAD system
• Integration with Agency monitor/defibrillator hardware
• State compliant NEMSIS reporting
• State compliant NFIRS reporting
• STRAC technical support
II. Purpose of the eRMS Project
The eRMS Project supports day to day operations of agencies in TSA-P while also increasing efficiencies
with regard to patient care documentation, patient billing, performance improvement, reporting and Fire
and EMS operations.
IIl. Compliance with Convriehts
STRAC warrants that all applicable copyrights, licenses and other intellectual property and proprietary
rights which may exist on materials used in this Agreement and any rights granted to Agency shall apply
for the duration of this Agreement have been adhered to and further warrants that Agency shall not be
liable for any infringement of these copyrights, licenses and other rights.
----- End of Schedule A -----
STRAC_eRMS_20230001 Page 7 of 10 v,1/2023
STRAC eRMS Agreement
SCHEDULE (B)
eRMS Project Pricing
I. Rates
STRAC shall invoice Agency based on the following rates:
eRMS Software Service:
Annual Fpec�
Annual Agency Fee: $3,000/year (billed annually each September 1 for life of agreement)
Per Run Fee: $3.00/run (plus 3% annual increase effective each September 1 for life of agreement) based
on the actual number of total runs in the previous agreement period of September 1 thru August 31. Runs
are defined as those with unique incident run numbers. For example, an incident with a unique run
number that generates multiple patients or an incident with a unique run number that has a fire and EMS
response is counted as a single run.
Example Calculations for First Fiscal Year and Second Fiscal Year
First Year price for Schertz EMS Department starting September 1, 2023:
Actual Number of Runs in prior calendar year as provided in your initial quote: 13,886
Per Run Fee: $3.00
Fees
Qty
Unit Price
TOTAL
Annual Agency Fee
1
$3,000.00
$3,000.00
Annual Per Run Fee
13,886
$3.00
$41,658.00
TOTAL Fees
$44,658.00
Agency Annual Fee: $3,000
Agency Run Volume Fee: 13,886 runs x $3.00= $15,336.00
Total: $44,658.00
Second Year price for Schertz EMS Department starting September 1, 2024:
Actual Number of Runs in prior year agreement period (9/1/23 thru 8/31/24)
Per Run Fee: $3.00 x 3% annual increase = $3.09/Run
Fees
Qty
Unit Price
TOTAL
Annual Agency Fee
1
$3,000.00
$3,000.00
Annual Per Run Fee
13,900 (est).
$3.09
$42,951.00
STRAC—eRMS 20230001 Page 8 of 10 v.1/2023
STRAC eRMS Agreement
TOTAL Fees $45,951.00
Agency Annual Fee: $3,000
Agency Run Volume Fee: 13,900 estimated runs x $3.09= $42,951.00
Total: $45,951.00
(for example purposes only, not binding)
II. INVOICING/PAYMENTS:
STRAC shall provide Agency with an Internal Revenue Form W-9, Request for Taxpayer Identification
Number and Certification, that is completed in compliance with the Internal Revenue Code and its rules
and regulations before any funds are payable.
Agency shall pay STRAC by check upon satisfactory deployment and annually thereafter. STRAC will
submit an invoice to the address below:
Schertz EMS Department
1400 Schertz Parkway Building 7
Schertz, TX 78154
Invoices shall include at least the following information:
• name, address, and telephone number of STRAC
• name, address, and telephone number of payment location if different from STRAC address;
• Agency Contract number;
• identification of department deployed, products or services as outlined in this Agreement;
• quantity or quantities, applicable unit prices, total prices, and total amount; and
• any additional payment information called for by this Agreement.
Payment shall be deemed to have been made on the date of mailing of the check. Agency may choose to
make payment through a withhold of their County 911 funds.
Accrual and payment of interest on overdue payments shall be governed by TEX. GOV'T CODE ANN., ch.
2251.
III. Business Records
STRAC shall maintain and make available all books, documents, and other evidence pertinent to the costs
and expenses of this Agreement for inspection, audit or reproduction by any authorized representative of
Agency to the extent this detail will properly reflect these costs to Agency. All required records shall be
maintained until an audit is completed and all required questions arising therefrom are resolved, or three
(3) years after completion of the Agreement term, whichever occurs first; however, the records shall be
retained beyond the third year if an audit is in progress or the findings of a completed audit have not been
resolved satisfactorily.
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STRAC eRMS Agreement
----- End of Schedule (B) -----
STRAC_eRMS_20230001 Page 10 of 10 v.1/2023
Southwest Texas Regional Advisory Council
Business Associate Agreement Provisions
This Business Associate Agreement (the "Agreement"), is made as of the 81h day of
June, 2023 (the "Effective Date"), by and between Business Associate and Covered Entity
(collectively the "Parties") to comply with privacy 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 ("the Privacy Rule") 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,
162 and 164, subpart C ("the Security Rule"), and 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 and regulations promulgated there
under and any applicable state confidentiality laws.
RECITALS
WHEREAS, Business Associate provides City of Schertz EMS Department electronic patient
care record and management system and/or clinical registries to or on behalf of Covered
Entity;
WHEREAS, in connection with these services, Covered Entity discloses to Business Associate
certain protected health information that is subject to protection under the HIPAA Rules; and
WHEREAS, the HIPAA Rules require that Covered Entity receive adequate assurances that
Business Associate will comply with certain obligations with respect to the PHI received in
the course of providing services to or on behalf of Covered Entity.
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:
A. Definitions. Terms used herein, but not otherwise defined, shall have meaning
ascribed by the Privacy Rule and the Security Rule.
1. Breach. A "breach" under the Privacy Rule § 164.402 means the acquisition,
access, use, or disclosure of protected health information in a manner not
permitted under Subpart E of this part which compromises the security or
privacy of the protected health information.
2. Business Associate. "Business Associate" shall mean Southwest Texas
Regional Advisory Council [STRAC].
3. Covered Entity. "Covered Entity" shall mean AGENCY
Business Associate Agreement v. 202202
STRAC-BAA continued
4. Designated Record Set. "Designated Record Set" under the HIPAA Privacy Rule
45 C.F.R. § 164.501 is a group of records maintained by or for a Covered Entity
that is: (i) the medical records about Individuals maintained by or for a
covered health care provider; (ii) The enrollment, payment, claims
adjudication, and case or medical management record systems maintained by
or for a health plan; or (iii) used, in whole or in part, by or for the covered
entity to make decisions about individuals. For purposes of this definition, the
term "record" means any item, collection, or grouping of information that
includes protected health information and is maintained, collected, used, or
disseminated by or for a covered entity.
5. HIPAA Rules. The Privacy Rule and the Security Rule and amendments
codified and promulgated by the HITECH Act are referred to collectively
herein as "HIPAA Rules."
6. Individual. "Individual" shall mean the person who is the subject of the
protected health information.
7. Protected Health Information ("PHI"). "Protected Health Information" or PHI
shall mean individually identifiable health information that is transmitted or
maintained in any form of the STRAC Clinical registries and electronic patient
care records.
8. Required by Law. "Required by Law" shall mean a mandate contained in law
that compels a use or disclosure of PHI.
9. Secretary. "Secretary" shall mean the Secretary of the Department of Health
and Human Services or his or her Designee.
10. Sensitive Personal Information. As defined in Texas Business and Commerce
Code (TBCC) Chapter 521, "Sensitive Personal Information" shall mean an
individual's first name or last name in combination with any one or more of
the following items, if the name and the items are not encrypted: a) social
security number; driver's license number or government -issued identification
number; account number or credit or debit card number in combination with
any required security code, access code, or password that would permit access
to an individual's financial account; or b) information that identifies an
individual and relates to (1) the physical or mental health or condition of the
individual; (2) the provision of health care to the individual; or 3) payment for
the provision of health care to the individual.
11. Unsecured PHI. "Unsecured PHI" shall mean PHI that is not rendered
unusable, unreadable, or indecipherable to unauthorized individuals through
the use of a technology or methodology specified by the Secretary in the
Business Associate Agreement v. 202202 Page 2
STRAC-BAA continued
guidance issued under section 13402(h)(2) of Public Law 111-5 on the HHS
Web site.
B. Purposes for which PHI May Be Disclosed to Business Associate. In connection with
the services provided by Business Associate to or on behalf of Covered Entity
described in this Agreement, Covered Entity may disclose PHI to Business Associate
for the purposes of system management and administration, creation of data extracts,
creation and management of reports, data aggregation, systems performance
improvement, and research.
C. Obligations of Covered Entity. The covered entity shall:
provide Business Associate a copy of its Notice of Privacy Practices ("Notice")
produced by Covered Entity in accordance with 45 C.F.R. 164.520 as well as
any changes to such Notice;
2. provide Business Associate with any changes in, or revocation of,
authorizations by Individuals relating to the use and/or disclosure of PHI, if
such changes affect Business Associate's permitted or required uses and/or
disclosures;
3. notify Business Associate of any restriction to the use and/or disclosure of PHI
to which Covered Entity has agreed in accordance with 45 C.F.R. 164.522, to
the extent that such restriction may affect Business Associate's use or
disclosure of PHI;
4. not request Business Associate to use or disclose PHI in any manner that
would not be permissible under the Privacy rule if done by the Covered entity;
5. notify Business Associate of any amendment to PHI to which Covered Entity
has agreed that affects a Designated Record Set maintained by Business
Associate;
6. Notify affected individuals of breaches in accordance with the breach
notification provisions codified at 45 C.F.R. § 160.103 and section 13402 of the
Health Information Technology for Economic and Clinical Health (HITECH)
Act.
D. Obligations of Business Associate. Business Associate agrees to comply with
applicable federal and state confidentiality and security laws, specifically the
provisions of the HIPAA Rules applicable to business associates, including:
1. Use and Disclosure of PHI. Except as otherwise permitted by this Agreement
or applicable law, Business Associate shall not use or disclose PHI except as
necessary to provide Services described above to or on behalf of Covered
Entity, and shall not use or disclose PHI that would violate the HIPAA Rules if
Business Associate Agreement v.202202 Page 3
STRAC-BAA continued
used or disclosed by Covered Entity. Business Associate may use and disclose
PHI as necessary for the proper management and administration of Business
Associate, or to carry out its legal responsibilities. Business Associate shall in
such cases:
(a) provide information and training to members of its workforce using or
disclosing PHI regarding the confidentiality requirements of the HIPAA
Rules and this Agreement;
(b) obtain reasonable assurances from the person or entity to whom the
PHI is disclosed that: (a) the PHI will be held confidential and further
used and disclosed only as Required by Law or for the purpose for
which it was disclosed to the person or entity; and (b) the person or
entity will notify Business Associate of any instances of which it is
aware in which confidentiality of the PHI has been breached; and
(c) agree to notify the designated Privacy Officer of Covered Entity of any
instances of which it is aware in which the PHI is used or disclosed for
a purpose that is not otherwise provided for in this Agreement or for a
purpose not expressly permitted by the HIPAA Rules.
Data Aggregation. In the event that Business Associate works for more than
one Covered Entity, Business Associate is permitted to use and disclose PHI
for data aggregation purposes, however, only in order to analyze data for
permitted health care operations, and only to the extent that such use is
permitted under the HIPAA Rules.
3. De -identified Information. Business Associate may use and disclose de -
identified health information to include Limited Data Sets in compliance with
the HIPAA Rules. Moreover, Business Associate shall review and comply with
the requirements defined under Section E of this Agreement.
4. Safeguards.
(a) Business Associate shall maintain appropriate safeguards to ensure
that PHI is not used or disclosed other than as provided by this
Agreement or as required by Law. Business Associate shall implement
administrative, physical and technical safeguards that reasonably and
appropriately protect the confidentiality, integrity, and availability of
any paper or electronic PHI it creates, receives, maintains, or transmits
on behalf of Covered Entity.
(b) Business Associate shall assure that all PHI be secured when accessed
by Business Associate's employees, agents or subcontractor. Any
access to PHI by Business Associate's employees, agents or
Business Associate Agreement v. 202202 Page 4
STRAC-BAA continued
subcontractors shall be limited to legitimate business needs while
working with PHI.
Minimum Necessary. Business Associate shall ensure that all uses and
disclosures of PHI are subject to the principle of "minimum necessary use and
disclosure," i.e., that only PHI that is the minimum necessary to accomplish the
intended purpose of the use, disclosure, or request is used or disclosed; and,
the use of limited data sets when possible.
6. Disclosure to Agents and Subcontractors. If Business Associate discloses PHI
received from Covered Entity, or created or received by Business Associate on
behalf of Covered Entity, to agents, including a subcontractor, Business
Associate shall require the agent or subcontractor to agree to the same
restrictions and conditions as apply to Business Associate under this
Agreement. Business Associate shall ensure that any agent, including a
subcontractor, agrees to implement reasonable and appropriate safeguards to
protect the confidentiality, integrity, and availability of the paper or electronic
PHI that it creates, receives, maintains, or transmits on behalf of the Covered
Entity. [45 CFR 164.504(e)(2,3,4), 164.502(e)(1)(ii)]
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:
(a) 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. If the PHI is in
electronic format, the Individual shall have a right to obtain a copy of
such information in electronic format and, if the Individual chooses, to
direct that an electronic copy be transmitted directly to an entity or
person designated by the individual in accordance with HITECH section
13405 (c). 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 make
reasonable efforts to assist Covered Entity in meeting this deadline.
The information shall be provided in the form or format requested if it
is readily producible in such form or format; or in summary, if the
Individual has agreed in advance to accept the information in summary
form. A reasonable, cost -based fee for copying health information may
be charged. If Covered Entity maintains the requested records,
Covered Entity, rather than Business Associate shall permit access
according to its policies and procedures implementing the Privacy
Rule.
Business Associate Agreement v. 202202 Page 5
STRAC-BAA continued
(b) Individual Right to Amendment. Business Associate agrees, if it
maintains PHI in a Designated Record Set, to make amendments to PHI
at the request and direction 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 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.
(c) Accounting of Disclosures. Business Associate agrees to maintain
documentation of the information required to provide an accounting of
disclosures of PHI, whether PHI is paper or electronic format, in
accordance with 45 C.F.R. § 164.528 and HITECH Sub Title D Title VI
Section 13405 (c), 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.
Under the Privacy Rule, Covered Entity is required to take action on
such requests as soon as possible but not later than 60 days following
receipt of the request. Business Associate agrees to use its best efforts
to assist Covered Entity in meeting this deadline but not later than 45
days following receipt of the request.
8. 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 and 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 and/or Business Associate'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.
9. Notice of Privacy Practices. Business Associate shall abide by the limitations
of Covered Entity's Notice of which it has knowledge.
10. Withdrawal of Authorization. If the use or disclosure of PHI in this Agreement
is based upon an Individual's specific authorization for the use or disclosure
of his or her PHI, and the Individual revokes such authorization, the effective
date of such authorization has expired, or such authorization is found to be
defective in any manner that renders it invalid, Business Associate shall, if it
has notice of such revocation, expiration, or invalidity, cease the use and
disclosure of the Individual's PHI except to the extent it has relied on such use
or disclosure, or if an exception under the Privacy Rule expressly applies.
Business Associate Agreement v. 202202 Page 6
STRAC-BAA continued
11. Knowledge of HIPAA Rules. Business Associate agrees to comply with the
applicable requirements of the HIPAA Rule, as well as any applicable
amendments.
12. Information Breach Notification for PHI. Business Associate expressly
recognizes that Covered Entity has certain reporting and disclosure
obligations to the Secretary and the Individual in case of a security breach of
unsecured PHI. Where Business Associate accesses, maintains, retains,
modifies, records, stores, destroys, or otherwise holds, uses or discloses
unsecured paper or electronic PHI, Business Associate immediately following
the discovery of a breach of such information, shall notify Covered Entity of
such breach. Initial notification of the breach does not need to be in
compliance with Sub Title D Title IV Section 13402 of the HITECH Act;
however, Business Associate must provide Covered Entity with all information
necessary for Covered Entity to comply with Sub Title D Title IV Section 13402
of the HITECH Act without reasonable delay, and in no case later than 30 days
following the discovery of the breach.
13. Breach Notification to Individuals. Business Associate's duty to notify Covered
Entity of any breach does not permit Business Associate to notify those
individuals whose PHI has been breached by Business Associate without the
express written permission of Covered Entity to do so. Any and all notification
to those individuals whose PHI has been breached shall be made under the
direction, review and control of Covered Entity. The Business Associate will
notify the Privacy Officer via telephone with follow-up in writing to include;
name of individuals whose PHI was breached, information breached, date of
breach, form of breach, etc.
14. Information Breach Notification for Other Sensitive Personal Information. In
addition to the reporting under Section D.11, Business Associate shall notify
Covered Entity of any breach of computerized sensitive personal information
to assure Covered Entity's compliance with the notification requirements of
Title 11, Subtitle B, Chapter 521, Subchapter A, Section 521.053, and Texas
Business & Commerce Code.
E. Permitted Uses and Disclosures by Business Associates. Except as otherwise limited in
this Agreement, Business Associate may use or disclose Protected Health Information to
perform functions, activities, or services for, or on behalf of, Covered Entity as specified
in this Business Associates Agreement, provided that such use or disclosure would not
violate the HIPAA Rules if done by Covered Entity or the minimum necessary policies and
procedures of the Covered Entity. Also, Business Associate may use PHI to report
violations of law to appropriate Federal and State authorities, consistent with the HIPAA
Rules. -Business Associate acknowledges and agrees that Covered Entity owns all right,
title, and interest in and to all PHI, and that such right, title, and interest will be vested in
OEM
Business Associate Agreement v. 202202 Page 7
STRAC-BAA continued
Covered Entity. Neither Business Associate nor any of its employees, agents, consultants
or assigns will have any rights in any of the PHI, except as expressly set forth above.
F. Application of Securit and Privacy Provisions to Business Associate.
Security Measures. Sections 164.308, 164.310, 164.312 and 164.316 of Title 45
of the Code of Federal Regulations dealing with the administrative, physical and
technical safeguards as well as policies, procedures and documentation
requirements that apply to Covered Entity shall in the same manner apply to
Business Associate. Any additional security requirements contained in Sub Title
D of Title IV of the HITECH Act that apply to Covered Entity shall also apply to
Business Associate. Pursuant to the foregoing requirements in this section, the
Business Associate will implement administrative, physical, and technical
safeguards that reasonably and appropriately protect the confidentiality,
integrity, and availability of the paper or electronic PHI that it creates, has access
to, or transmits. Business Associate will also ensure that any agent, including a
subcontractor, to whom it provides such information, agrees to implement
reasonable and appropriate safeguards to protect such information.
Privacy Provisions. The enhanced HIPAA privacy requirements including but not
necessarily limited to accounting for certain PHI disclosures for treatment,
restrictions on the sale of PHI, restrictions on marketing and fundraising
communications, payment and health care operations contained Subtitle D of the
HITECH Act that apply to the Covered entity shall apply to the Business Associate
to the extent applicable to the Business Associate.
3. Application of Civil and Criminal Penalties. If Business Associate violates any
security or privacy provision specified in subparagraphs (1) and (2) above,
sections 1176 and 1177 of the Social Security Act (42 U,S.C, 1320d-5, 1320d-5)
shall apply to Business Associate with respect to such violation in the same
manner that such sections apply to Covered Entity if it violates such provisions.
G. Term and Termination.
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.
2. Termination for Cause. Upon Covered entity's knowledge of a material breach by
Business Associate, Covered Entity shall provide an opportunity for Business
Associate to cure the breach or end the violation and terminate this Agreement,
Business Associate Agreement v. 202202 Page 8
STRAC-BAA continued
if Business Associate does not cure the breach or end the violation within the time
specified by Covered Entity.
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 not 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.
H. Miscellaneous.
1. Rights of Proprietary Information. Covered Entity retains any and all rights to the
proprietary information, confidential information, and PHI it releases to Business
Associate.
2. Survival. The respective rights and obligations of Business Associate under
Section E of this Agreement shall survive the termination of this Agreement.
3. Notices. Any notices pertaining to this Agreement shall be given in writing and
shall be deemed duly given when personally delivered to a Party or a Party's
authorized representative as listed below or sent by means of a reputable
overnight carrier, or sent by means of certified mail, return receipt requested,
postage prepaid. A notice sent by certified mail shall be deemed given on the date
of receipt or refusal of receipt. All notices shall be addressed to the appropriate
Party as follows:
If to Covered Entity:
Schertz EMS Department
1400 Schertz Parkway Building 7
Schertz, TX 78154
If to Business Associate:
Southwest Texas Regional Advisory Council (STRAC)
7500 US Hwy 90 AT&T Building
Suite 200
San Antonio, Texas 78227
Attn: EXECUTIVE DIRECTOR
Phone Number: 210-233-5850
4. Amendments. This Agreement may not be changed or modified in any manner
except by an instrument in writing signed by a duly authorized officer of each of
Business Associate Agreement v. 202202 Page 9
STRAC-BAA continued
the Parties hereto. The Parties, however, agree to amend this Agreement from
time to time as necessary, in order to allow Covered Entity's to comply with the
requirements of the HIPAA Rules.
S. Choice of Law. This Agreement and the rights and the obligations of the Parties
hereunder shall be governed by and construed under the laws of the State of
Texas, without regard to applicable conflict of laws principles.
6. Assignment of Rights and Delegation of Duties. This Agreement is binding upon
and inures to the benefit of the Parties hereto and their respective successors and
permitted assigns. However, neither Party may assign any of its rights or delegate
any of its obligations under this Agreement without the prior written consent of
the other Party, which consent shall not be unreasonably withheld or delayed.
Notwithstanding any provisions to the contrary, however, Covered Entity retains
the right to assign or delegate any of its rights or obligations hereunder to any of
its wholly owned subsidiaries, affiliates or successor companies. Assignments
made in violation of this provision are null and void.
7. Nature of Agreement. Nothing in this Agreement shall be construed to create (i)
a partnership, joint venture or other joint business relationship between the
Parties or any of their affiliates, (ii) any fiduciary duty owed by one Party to
another Party or any of its affiliates, or (iii) a relationship of employer and
employee between the Parties.
8. No Waiver. Failure or delay on the part of either Party to exercise any right,
power, privilege or remedy hereunder shall not constitute a waiver thereof. No
provision of this Agreement may be waived by either Party except by a writing
signed by an authorized representative of the Party making the waiver.
9. Severability. The provisions of this Agreement shall be severable, and if any
provision of this Agreement shall be held or declared to be illegal, invalid or
unenforceable, the remainder of this Agreement shall continue in full force and
effect as though such illegal, invalid or unenforceable provision had not been
contained herein.
10. No Third Party Beneficiaries. Nothing in this Agreement shall be considered or
construed as conferring any right or benefit on a person not party to this
Agreement nor imposing any obligations on either Party hereto to persons not a
party to this Agreement.
11.INDEMNIFICATION. BA WILL INDEMNIFY, DEFEND AND HOLD
COVERED ENTITY AND ITS OFFICERS, DIRECTORS, EMPLOYEES,
AGENTS, SUCCESSORS AND ASSIGNS HARMLESS, FROM AND AGAINST
ANY AND ALL LOSSES, LIABILITIES, DAMAGES, COSTS AND EXPENSES
ARISING OUT OF OR RELATED TO ANY THIRD -PARTY CLAIM BASED
UPON ANY BREACH OF THIS AGREEMENT BYBA INACCORDANCE WITH
Business Associate Agreement v. 202202 Page 10
STRAC-BAA continued
THE INDEMNITY PROVISIONS IN THE SERVICECONTRACT, WHICH ARE
HEREB Y INCORPORA TED BY REFERENCE FOR ALL PURPOSES.
12. Headings. The descriptive headings of the articles, sections, subsections, exhibits
and schedules of this Agreement are inserted for convenience only, do not
constitute a part of this Agreement and shall not affect in any way the meaning or
interpretation of this Agreement.
13. Entire Agreement. This Agreement, together with all Exhibits, Riders and
amendments, if applicable, which are fully completed and signed by authorized
persons on behalf of both Parties from time to time while this Agreement is in
effect, constitutes the entire Agreement between the Parties hereto with respect
to the subject matter hereof and supersedes all previous written or oral
understandings, agreements, negotiations, commitments, and any other writing
and communication by or between the Parties with respect to the subject matter
hereof. In the event of any inconsistencies between any provisions of this
Agreement in any provisions of the Exhibits, Riders, or amendments, the
provisions of this Agreement shall control.
14. Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a
meaning that permits Covered Entity to comply with the HIPAA Rules and any
applicable state confidentiality laws. The provisions of this Agreement shall
prevail over the provisions of any other agreement that exists between the Parties
that may conflict with, or appear inconsistent with, any provision of this
Agreement or the HIPAA Rules.
15. Re2ulatory References. A citation in this Agreement to the Code of Federal
Regulations shall mean the cited section as that section may be amended from
time to time.
Business Associate Agreement v. 202202 Page 11
STRAC-BAA continued
16. Agreed to:
BUSINESS ASSOCIATE
COVERED ENTITY
Southwest Texas Regional Advisory
Council (STRAC)
SCHERTZ EMS DEPARTMENT
7500 US Hwy 90 AT&T Building
Suite 200
San Antonio, Texas 78227
1400 Schertz Parkway Building 7
Schertz, TX 78154
BY:
(Authorized Signature)
BY:
(Authorized Signature)
NAME: ERIC EPLEY
NAME: STEVE WILLIAMS
TITLE: EXECUTIVE DIRECTOR
TITLE: CITY MANAGER
DATE:
DATE:
Business Associate Agreement v. 202202 Page 12
NW-11 -
G CE
Southwest Texas Regional Advisory Council
Business Associate Agreement Provisions
This Business Associate Agreement (the "Agreement"), is made as of the 8th day of
June, 2023 (the "Effective Date"), by and between Business Associate and Covered Entity
(collectively the "Parties") to comply with privacy 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 ("the Privacy Rule") 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,
162 and 164, subpart C ("the Security Rule"), and 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 and regulations promulgated there
under and any applicable state confidentiality laws.
RECITALS
WHEREAS, Business Associate provides City of Schertz Fire Department electronic patient
care record and management system and/or clinical registries to or on behalf of Covered
Entity;
WHEREAS, in connection with these services, Covered Entity discloses to Business Associate
certain protected health information that is subject to protection under the HIPAA Rules; and
WHEREAS, the HIPAA Rules require that Covered Entity receive adequate assurances that
Business Associate will comply with certain obligations with respect to the PHI received in
the course of providing services to or on behalf of Covered Entity.
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:
A. Definitions. Terms used herein, but not otherwise defined, shall have meaning
ascribed by the Privacy Rule and the Security Rule.
1. Breach. A "breach" under the Privacy Rule § 164.402 means the acquisition,
access, use, or disclosure of protected health information in a manner not
permitted under Subpart E of this part which compromises the security or
privacy of the protected health information.
2. Business Associate. "Business Associate" shall mean Southwest Texas
Regional Advisory Council [STRAC].
3. Covered Entity. "Covered Entity" shall mean AGENCY
Business Associate Agreement v. 202202
STRAC-BAA continued
4. Designated Record Set. "Designated Record Set" under the HIPAA Privacy Rule
45 C.F.R. § 164.501 is a group of records maintained by or for a Covered Entity
that is: (i) the medical records about Individuals maintained by or for a
covered health care provider; (ii) The enrollment, payment, claims
adjudication, and case or medical management record systems maintained by
or for a health plan; or (iii) used, in whole or in part, by or for the covered
entity to make decisions about individuals. For purposes of this definition, the
term "record" means any item, collection, or grouping of information that
includes protected health information and is maintained, collected, used, or
disseminated by or for a covered entity.
S. HIPAA Rules. The Privacy Rule and the Security Rule and amendments
codified and promulgated by the HITECH Act are referred to collectively
herein as "HIPAA Rules."
6. Individual. "Individual" shall mean the person who is the subject of the
protected health information.
7. Protected Health Information ("PHI"). "Protected Health Information" or PHI
shall mean individually identifiable health information that is transmitted or
maintained in any form of the STRAC Clinical registries and electronic patient
care records.
8. Required by Law. "Required by Law" shall mean a mandate contained in law
that compels a use or disclosure of PHI.
9. Secretary. "Secretary" shall mean the Secretary of the Department of Health
and Human Services or his or her Designee.
10. Sensitive Personal Information. As defined in Texas Business and Commerce
Code (TBCC) Chapter 521, "Sensitive Personal Information" shall mean an
individual's first name or last name in combination with any one or more of
the following items, if the name and the items are not encrypted: a) social
security number; driver's license number or government -issued identification
number; account number or credit or debit card number in combination with
any required security code, access code, or password that would permit access
to an individual's financial account; or b) information that identifies an
individual and relates to (1) the physical or mental health or condition of the
individual; (2) the provision of health care to the individual; or 3) payment for
the provision of health care to the individual.
11. Unsecured PHI. "Unsecured PHI" shall mean PHI that is not rendered
unusable, unreadable, or indecipherable to unauthorized individuals through
the use of a technology or methodology specified by the Secretary in the
Business Associate Agreement v. 202202 Page 2
STRAC-BAA continued
guidance issued under section 13402(h)(2) of Public Law 111-5 on the HHS
Web site.
B. Purposes for which PHI May Be Disclosed to Business Associate. In connection with
the services provided by Business Associate to or on behalf of Covered Entity
described in this Agreement, Covered Entity may disclose PHI to Business Associate
for the purposes of system management and administration, creation of data extracts,
creation and management of reports, data aggregation, systems performance
improvement, and research.
C. Obligations of Covered Entity. The covered entity shall:
provide Business Associate a copy of its Notice of Privacy Practices ("Notice")
produced by Covered Entity in accordance with 45 C.F.R. 164.520 as well as
any changes to such Notice;
2. provide Business Associate with any changes in, or revocation of,
authorizations by Individuals relating to the use and/or disclosure of PHI, if
such changes affect Business Associate's permitted or required uses and/or
disclosures;
3. notify Business Associate of any restriction to the use and/or disclosure of PHI
to which Covered Entity has agreed in accordance with 45 C.F.R. 164.522, to
the extent that such restriction may affect Business Associate's use or
disclosure of PHI;
4. not request Business Associate to use or disclose PHI in any manner that
would not be permissible under the Privacy rule if done by the Covered entity;
S. notify Business Associate of any amendment to PHI to which Covered Entity
has agreed that affects a Designated Record Set maintained by Business
Associate;
6. Notify affected individuals of breaches in accordance with the breach
notification provisions codified at 45 C.F.R. § 160.103 and section 13402 of the
Health Information Technology for Economic and Clinical Health (HITECH)
Act.
D. Obligations of Business Associate. Business Associate agrees to comply with
applicable federal and state confidentiality and security laws, specifically the
provisions of the HIPAA Rules applicable to business associates, including:
1. Use and Disclosure of PHI. Except as otherwise permitted by this Agreement
or applicable law, Business Associate shall not use or disclose PHI except as
necessary to provide Services described above to or on behalf of Covered
Entity, and shall not use or disclose PHI that would violate the HIPAA Rules if
Business Associate Agreement v. 202202 Page 3
STRAC-BAA continued
used or disclosed by Covered Entity. Business Associate may use and disclose
PHI as necessary for the proper management and administration of Business
Associate, or to carry out its legal responsibilities. Business Associate shall in
such cases:
(a) provide information and training to members of its workforce using or
disclosing PHI regarding the confidentiality requirements of the HIPAA
Rules and this Agreement;
(b) obtain reasonable assurances from the person or entity to whom the
PHI is disclosed that: (a) the PHI will be held confidential and further
used and disclosed only as Required by Law or for the purpose for
which it was disclosed to the person or entity; and (b) the person or
entity will notify Business Associate of any instances of which it is
aware in which confidentiality of the PHI has been breached; and
(c) agree to notify the designated Privacy Officer of Covered Entity of any
instances of which it is aware in which the PHI is used or disclosed for
a purpose that is not otherwise provided for in this Agreement or for a
purpose not expressly permitted by the HIPAA Rules.
2. Data Aggregation. In the event that Business Associate works for more than
one Covered Entity, Business Associate is permitted to use and disclose PHI
for data aggregation purposes, however, only in order to analyze data for
permitted health care operations, and only to the extent that such use is
permitted under the HIPAA Rules.
3. De -identified Information. Business Associate may use and disclose de -
identified health information to include Limited Data Sets in compliance with
the HIPAA Rules. Moreover, Business Associate shall review and comply with
the requirements defined under Section E of this Agreement.
4. Safeguards.
(a) Business Associate shall maintain appropriate safeguards to ensure
that PHI is not used or disclosed other than as provided by this
Agreement or as required by Law. Business Associate shall implement
administrative, physical and technical safeguards that reasonably and
appropriately protect the confidentiality, integrity, and availability of
any paper or electronic PHI it creates, receives, maintains, or transmits
on behalf of Covered Entity.
(b) Business Associate shall assure that all PHI be secured when accessed
by Business Associate's employees, agents or subcontractor. Any
access to PHI by Business Associate's employees, agents or
Business Associate Agreement v. 202202 Page 4
STRAC-BAA continued
subcontractors shall be limited to legitimate business needs while
working with PHI.
5. Minimum Necessary. Business Associate shall ensure that all uses and
disclosures of PHI are subject to the principle of "minimum necessary use and
disclosure," i.e., that only PHI that is the minimum necessary to accomplish the
intended purpose of the use, disclosure, or request is used or disclosed; and,
the use of limited data sets when possible.
6. Disclosure to Agents and Subcontractors. If Business Associate discloses PHI
received from Covered Entity, or created or received by Business Associate on
behalf of Covered Entity, to agents, including a subcontractor, Business
Associate shall require the agent or subcontractor to agree to the same
restrictions and conditions as apply to Business Associate under this
Agreement. Business Associate shall ensure that any agent, including a
subcontractor, agrees to implement reasonable and appropriate safeguards to
protect the confidentiality, integrity, and availability of the paper or electronic
PHI that it creates, receives, maintains, or transmits on behalf of the Covered
Entity. [45 CFR 164.504(e)(2,3,4), 164.502(e)(1)(ii)]
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:
(a) 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. If the PHI is in
electronic format, the Individual shall have a right to obtain a copy of
such information in electronic format and, if the Individual chooses, to
direct that an electronic copy be transmitted directly to an entity or
person designated by the individual in accordance with HITECH section
13405 (c). 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 make
reasonable efforts to assist Covered Entity in meeting this deadline.
The information shall be provided in the form or format requested if it
is readily producible in such form or format; or in summary, if the
Individual has agreed in advance to accept the information in summary
form. A reasonable, cost -based fee for copying health information may
be charged. If Covered Entity maintains the requested records,
Covered Entity, rather than Business Associate shall permit access
according to its policies and procedures implementing the Privacy
Rule.
Business Associate Agreement v. 202202 Page 5
STRAC-BAA continued
(b) Individual Right to Amendment. Business Associate agrees, if it
maintains PHI in a Designated Record Set, to make amendments to PHI
at the request and direction 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 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.
(c) Accounting, of Disclosures. Business Associate agrees to maintain
documentation of the information required to provide an accounting of
disclosures of PHI, whether PHI is paper or electronic format, in
accordance with 45 C.F.R. § 164.528 and HITECH Sub Title D Title VI
Section 13405 (c), 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.
Under the Privacy Rule, Covered Entity is required to take action on
such requests as soon as possible but not later than 60 days following
receipt of the request. Business Associate agrees to use its best efforts
to assist Covered Entity in meeting this deadline but not later than 45
days following receipt of the request.
8. 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 and 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 and/or Business Associate'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.
9. Notice of Privacy Practices. Business Associate shall abide by the limitations
of Covered Entity's Notice of which it has knowledge.
10. Withdrawal of Authorization. If the use or disclosure of PHI in this Agreement
is based upon an Individual's specific authorization for the use or disclosure
of his or her PHI, and the Individual revokes such authorization, the effective
date of such authorization has expired, or such authorization is found to be
defective in any manner that renders it invalid, Business Associate shall, if it
has notice of such revocation, expiration, or invalidity, cease the use and
disclosure of the Individual's PHI except to the extent it has relied on such use
or disclosure, or if an exception under the Privacy Rule expressly applies.
Business Associate Agreement v. 202202 Page 6
STRAC-BA.A continued
11. Knowledge of HIPAA Rules. Business Associate agrees to comply with the
applicable requirements of the HIPAA Rule, as well as any applicable
amendments.
12. Information Breach Notification for PHI. Business Associate expressly
recognizes that Covered Entity has certain reporting and disclosure
obligations to the Secretary and the Individual in case of a security breach of
unsecured PHI. Where Business Associate accesses, maintains, retains,
modifies, records, stores, destroys, or otherwise holds, uses or discloses
unsecured paper or electronic PHI, Business Associate immediately following
the discovery of a breach of such information, shall notify Covered Entity of
such breach. Initial notification of the breach does not need to be in
compliance with Sub Title D Title IV Section 13402 of the HITECH Act;
however, Business Associate must provide Covered Entity with all information
necessary for Covered Entity to comply with Sub Title D Title IV Section 13402
of the HITECH Act without reasonable delay, and in no case later than 30 days
following the discovery of the breach.
13. Breach Notification to Individuals. Business Associate's duty to notify Covered
Entity of any breach does not permit Business Associate to notify those
individuals whose PHI has been breached by Business Associate without the
express written permission of Covered Entity to do so. Any and all notification
to those individuals whose PHI has been breached shall be made under the
direction, review and control of Covered Entity. The Business Associate will
notify the Privacy Officer via telephone with follow-up in writing to include;
name of individuals whose PHI was breached, information breached, date of
breach, form of breach, etc.
14. Information Breach Notification for Other Sensitive Personal Information. In
addition to the reporting under Section D.11, Business Associate shall notify
Covered Entity of any breach of computerized sensitive personal information
to assure Covered Entity's compliance with the notification requirements of
Title 11, Subtitle B, Chapter 521, Subchapter A, Section 521.053, and Texas
Business & Commerce Code.
E. Permitted Uses and Disclosures by Business Associates. Except as otherwise limited in
this Agreement, Business Associate may use or disclose Protected Health Information to
perform functions, activities, or services for, or on behalf of, Covered Entity as specified
in this Business Associates Agreement, provided that such use or disclosure would not
violate the HIPAA Rules if done by Covered Entity or the minimum necessary policies and
procedures of the Covered Entity. Also, Business Associate may use PHI to report
violations of law to appropriate Federal and State authorities, consistent with the HIPAA
Rules _Business Associate acknowledges and agrees that Covered Entity owns all right,
title, and interest in and to all PHI, and that such right, title, and interest will be vested in
Business Associate Agreement v. 202202 Page 7
STRAC-BAA continued
Covered Entity. Neither Business Associate nor any of its employees, agents, consultants
or assigns will have any rights in any of the PHI, except as expressly set forth above.
F. Application of Security and Privacy Provisions to Business Associate.
1. Security Measures. Sections 164.308, 164.310, 164.312 and 164.316 of Title 45
of the Code of Federal Regulations dealing with the administrative, physical and
technical safeguards as well as policies, procedures and documentation
requirements that apply to Covered Entity shall in the same manner apply to
Business Associate. Any additional security requirements contained in Sub Title
D of Title IV of the HITECH Act that apply to Covered Entity shall also apply to
Business Associate. Pursuant to the foregoing requirements in this section, the
Business Associate will implement administrative, physical, and technical
safeguards that reasonably and appropriately protect the confidentiality,
integrity, and availability of the paper or electronic PHI that it creates, has access
to, or transmits. Business Associate will also ensure that any agent, including a
subcontractor, to whom it provides such information, agrees to implement
reasonable and appropriate safeguards to protect such information.
2. Privacy Provisions. The enhanced HIPAA privacy requirements including but not
necessarily limited to accounting for certain PHI disclosures for treatment,
restrictions on the sale of PHI, restrictions on marketing and fundraising
communications, payment and health care operations contained Subtitle D of the
HITECH Act that apply to the Covered entity shall apply to the Business Associate
to the extent applicable to the Business Associate.
3. Application of Civil and Criminal Penalties. If Business Associate violates any
security or privacy provision specified in subparagraphs (1) and (2) above,
sections 1176 and 1177 of the Social Security Act (42 U,S.C, 1320d-5, 1320d-5)
shall apply to Business Associate with respect to such violation in the same
manner that such sections apply to Covered Entity if it violates such provisions.
G. Term and Termination.
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.
2. Termination for Cause. Upon Covered entity's knowledge of a material breach by
Business Associate, Covered Entity shall provide an opportunity for Business
Associate to cure the breach or end the violation and terminate this Agreement,
Business Associate Agreement v. 202202 Page 8
STRAC-BAA continued
if Business Associate does not cure the breach or end the violation within the time
specified by Covered Entity.
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 not 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.
H. Miscellaneous.
1. Rights of Proprietary Information. Covered Entity retains any and all rights to the
proprietary information, confidential information, and PHI it releases to Business
Associate.
2. Survival. The respective rights and obligations of Business Associate under
Section E of this Agreement shall survive the termination of this Agreement.
3. Notices. Any notices pertaining to this Agreement shall be given in writing and
shall be deemed duly given when personally delivered to a Party or a Party's
authorized representative as listed below or sent by means of a reputable
overnight carrier, or sent by means of certified mail, return receipt requested,
postage prepaid. A notice sent by certified mail shall be deemed given on the date
of receipt or refusal of receipt. All notices shall be addressed to the appropriate
Party as follows:
If to Covered Enti .
Schertz Fire Department
1400 Schertz Parkway Building 8
Schertz, TX 78154
If to Business Associate:
Southwest Texas Regional Advisory Council (STRAC)
7500 US Hwy 90 AT&T Building
Suite 200
San Antonio, Texas 78227
Attn: EXECUTIVE DIRECTOR
Phone Number: 210-233-5850
4. Amendments. This Agreement may not be changed or modified in any manner
except by an instrument in writing signed by a duly authorized officer of each of
Business Associate Agreement v. 202202 Page 9
STRAC-BAA continued
the Parties hereto. The Parties, however, agree to amend this Agreement from
time to time as necessary, in order to allow Covered Entity's to comply with the
requirements of the HIPAA Rules.
5. Choice of Law. This Agreement and the rights and the obligations of the Parties
hereunder shall be governed by and construed under the laws of the State of
Texas, without regard to applicable conflict of laws principles.
6. Assignment of Rights and Delegation of Duties. This Agreement is binding upon
and inures to the benefit of the Parties hereto and their respective successors and
permitted assigns. However, neither Party may assign any of its rights or delegate
any of its obligations under this Agreement without the prior written consent of
the other Party, which consent shall not be unreasonably withheld or delayed.
Notwithstanding any provisions to the contrary, however, Covered Entity retains
the right to assign or delegate any of its rights or obligations hereunder to any of
its wholly owned subsidiaries, affiliates or successor companies. Assignments
made in violation of this provision are null and void.
7. Nature of Agreement. Nothing in this Agreement shall be construed to create (i)
a partnership, joint venture or other joint business relationship between the
Parties or any of their affiliates, (ii) any fiduciary duty owed by one Party to
another Party or any of its affiliates, or (iii) a relationship of employer and
employee between the Parties.
8. No Waiver. Failure or delay on the part of either Party to exercise any right,
power, privilege or remedy hereunder shall not constitute a waiver thereof. No
provision of this Agreement may be waived by either Party except by a writing
signed by an authorized representative of the Party making the waiver.
9. Severability. The provisions of this Agreement shall be severable, and if any
provision of this Agreement shall be held or declared to be illegal, invalid or
unenforceable, the remainder of this Agreement shall continue in full force and
effect as though such illegal, invalid or unenforceable provision had not been
contained herein.
10. No Third Party Beneficiaries. Nothing in this Agreement shall be considered or
construed as conferring any right or benefit on a person not party to this
Agreement nor imposing any obligations on either Party hereto to persons not a
party to this Agreement.
11. INDEMNIFICA TION. BA WILL INDEMNIFY, DEFEND AND HOLD
COVERED ENTITY AND ITS OFFICERS, DIRECTORS, EMPLOYEES,
AGENTS, SUCCESSORS AND ASSIGNS HARMLESS, FROM AND AGAINST
ANY AND ALL LOSSES, LIABILITIES, DAMAGES, COSTS AND EXPENSES
ARISING OUT OF OR RELATED TO ANY THIRD PARTY CLAIM BASED
UPONANY BREACH OF THIS AGREEMENT BYBA INACCORDANCE WITH
Business Associate Agreement v.202202 Page 10
STRAC-BAA continued
THE INDEMNITY PROVISIONS IN THE SERVICECONTRACT, WHICH ARE
HEREBYINCORPORATED BYREFERENCE FOR ALL PURPOSES.
12. Headings. The descriptive headings of the articles, sections, subsections, exhibits
and schedules of this Agreement are inserted for convenience only, do not
constitute a part of this Agreement and shall not affect in any way the meaning or
interpretation of this Agreement.
13. Entire Agreement. This Agreement, together with all Exhibits, Riders and
amendments, if applicable, which are fully completed and signed by authorized
persons on behalf of both Parties from time to time while this Agreement is in
effect, constitutes the entire Agreement between the Parties hereto with respect
to the subject matter hereof and supersedes all previous written or oral
understandings, agreements, negotiations, commitments, and any other writing
and communication by or between the Parties with respect to the subject matter
hereof. In the event of any inconsistencies between any provisions of this
Agreement in any provisions of the Exhibits, Riders, or amendments, the
provisions of this Agreement shall control.
14. Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a
meaning that permits Covered Entity to comply with the HIPAA Rules and any
applicable state confidentiality laws. The provisions of this Agreement shall
prevail over the provisions of any other agreement that exists between the Parties
that may conflict with, or appear inconsistent with, any provision of this
Agreement or the HIPAA Rules.
15. Regulatory References. A citation in this Agreement to the Code of Federal
Regulations shall mean the cited section as that section may be amended from
time to time.
Business Associate Agreement v. 202202 Page 11
STRAC-BAA continued
16. Agreed to:
BUSINESS ASSOCIATE
COVERED ENTITY
Southwest Texas Regional Advisory
Council (STRAC)
SCHERTZ FIRE DEPARTMENT
7500 US Hwy 90 AT&T Building
Suite 200
San Antonio, Texas 78227
1400 Schertz Parkway Building 8
Schertz, TX 78154
BY:
BY:
(Authorized Signature)
(Authorized Signature)
NAME: ERIC EPLEY
NAME: STEVE WILLIAMS
TITLE: EXECUTIVE DIRECTOR
TITLE: CITY MANAGER
DATE:
DATE:
Business Associate Agreement v. 202202 Page 12
STRAC ELECTRONIC RECORDS MANAGEMENT SYSTEM (eRMS) PROJECT
INTERLOCAL COOPERATION AGREEMENT
This PROJECT AGREEMENT ("Agreement"), is entered into by the following parties: the Southwest
Texas Regional Advisory Council ("STRAC"), a Texas non-profit corporation created by Texas law and
regulations, and City of Schertz, Texas ("Agency"), a political subdivision of the State of Texas.
Recitals
It is the purpose of this Agreement to establish a cooperative and mutually beneficial relationship between
the parties and to set forth the relative responsibilities of the parties as they relate to the provision of certain
electronic records management software (eRMS) services, as further described in Schedule A, by STRAC
to Agency.
STRAC is the Regional EMS/Trauma Advisory Council designated by the Texas Department of State
Health Services ("DSHS") in the STRAC region (Trauma Service Area — P, TSA-P).
STRAC has licensed certain eRMS software from ImageTrend for providing electronic records
management software services, including electronic Patient Care Records (ePCR) and/or Fire Record
Management System (FireRMS).
STRAC is designated by DSHS to design, implement and maintain the Regional EMS/Trauma, Disaster
and Emergency Healthcare System for Trauma Service Area — P (TSA-P) and will provide overall
coordination and management to the eRMS project and as such has an interest to provide cost effective
software solutions to member agencies.
STRAC is providing the eRMS solution to eligible EMS member agencies, Fire Departments and other
public safety agencies on a software as a service basis in a co-operative fashion, leveraging economies of
scale by having multiple public safety member agencies subscribe through STRAC to utilize STRAC's
pricing with ImageTrend for the eRMS system.
Agency has an interest in and need to have an electronic records management system to increase capability
and performance for the jurisdiction or population it serves
Agreement
Accordingly, both Agency and STRAC agree as follows:
I. LEGAL AUTHORITY
STRAC represents and warrants that:
1. STRAC is a Texas non-profit corporation organized to provide one or more governmental
functions and services described in Texas Administrative Code Title 25, Part 1, Chapter 157.
2. STRAC possesses adequate legal authority to enter into this Agreement.
3. The governing body of STRAC believes that this Agreement is beneficial to the public.
4. STRAC has valid and enforceable licenses and all other necessary legal authority to grant
Agency the right to use the software services to be provided under this Agreement.
The Agency represents and warrants that:
1. The Agency possesses adequate legal authority to enter into this Agreement.
STRAC eRMS Agreement
2. The governing body of the Agency believes that this Agreement is beneficial to the public
and that the Agency has the legal authority to provide the governmental function which is the
subject of this Agreement.
3. The Agency is an active member in good standing and is licensed through the Texas DSHS.
Il. STATEMENT OF SERVICES TO BE PERFORMED:
STRAC shall provide services as set forth in the attached "Schedule (A), eRMS Project."
Services listed in Schedule (A) provided by STRAC under this Agreement or assigned to the
Agency as eRMS Project -specific services are provided to the Agency by STRAC at the rates in
Schedule (B), eRMS Project Pricing. The Agency is responsible for all costs associated with
implementing and operating the eRMS Project as provided for in the attached Schedules,
including all costs of wireless data, GPS and hardware equipment and any utility services
required to enable the eRMS Project to function correctly.
Schedules (A) and (B), are incorporated in this Agreement for all purposes.
III. TERM OF AGREEMENT:
This Agreement is effective as of the 06/08/2023 ("Effective Date.") The initial term of this
Agreement continues for one (1) year from the Effective Date ("Term"). At the end of the Term,
this Agreement automatically renews on each anniversary of the Effective Date for five (5)
consecutive years, unless earlier terminated by the parties in accordance with paragraph IV. The
maximum duration of this contract is six (6) years.
IV. TERMINATION AND DISPUTE RESOLUTION:
This Agreement may be terminated by either the Agency or STRAC if either party in its sole
discretion requests termination in writing to the other party, with 60 days prior notice.
When mediation is acceptable to both parties in resolving a dispute arising under this Agreement,
the parties agree to use a mutually agreed upon mediator, or a person appointed by a court of
competent jurisdiction, for mediation as described in section 154.023 of the Texas Civil Practice
and Remedies Code. Unless both parties are satisfied with the result of the mediation, the mediation
is not a final and binding resolution of the dispute. All communications within the scope of the
mediation shall remain confidential as described in section 154.073 of the Texas Civil Practice and
Remedies Code, unless both parties agree, in writing, to waive the confidentiality.
V. VENUE
This Agreement and all of the transactions described herein shall be governed by and construed in
accordance with the laws of the State of Texas. All obligations under this Agreement are
performable in Bexar County, Texas.
VI. GENERAL PROVISIONS:
1. This Agreement is entered into by the duly authorized officials of each respective party.
2. Any notice required pursuant to this Agreement must be in writing and is properly given if
hand delivered, or sent by certified or registered mail, or overnight courier service, to the
STRAC—eRMS 20230001 Page 2 of 10 v.1/2023
STRAC eRMS Agreement
parties either at the address below for or at such other address as the parties from time to time
specify by written notice pursuant to this Section. Any such notice is considered delivered on
the date of delivery if hand delivered, or upon confirmation if sent by certified or registered
mail or an overnight courier service.
If to STRAC:
STRAC
Attention: Executive Director
7500 Highway 90 West
AT&T Building, Suite 200
San Antonio, Texas 78227
If to Agency:
Schertz Fire Department
1400 Schertz Parkway Building 8
Schertz, TX 78154
3. To the extent authorized by the laws of the State of Texas, STRAC and the Agency are not
liable for any lost profits, special, incidental, consequential, or punitive damages, for breach
of any express or implied warranties or otherwise. STRAC and the Agency do not warrant,
expressly or implied, and does not represent that the software or services provided under this
Agreement are without defect, interruption, or suited for particular purposes or uses.
4. During the term of this Agreement and any extensions of it, the Agency, to the extent
permitted by law assumes liability arising from the misuse or erroneous employment,
deployment, redeployment, and reconstitution of the eRMS Project and supporting equipment
in accordance with the provisions of law and regulations which govern its activities. This
assumption of liability does not apply to claims of infringement of intellectual property rights
for actions that are not in breach of this Agreement.
5. If any provision of this Agreement is held to be illegal, invalid or unenforceable in any
respect, such illegality, invalidity or unenforceability shall not affect any other provision of
this Agreement, and this Agreement shall be construed as if that invalid, illegal or
unenforceable provision had never been included in this Agreement. In computing any
period of time pursuant to this Agreement, the first day is excluded and the last day included
except that if the last day falls on a Saturday, Sunday, or a day Agency has declared a holiday
for its employees, these days shall be omitted. All hours stated in this Agreement are stated in
Central Time as recognized in San Antonio, Texas. Words of any gender in this Agreement
shall be construed to include any other genders and words in singular shall be construed to
include plural and vice versa unless the context in the Agreement clearly requires otherwise.
Headings and titles at the beginning of the various provisions of this Agreement have been
included only to make it easier to locate the subject matter covered by that part, section or
subsection and are not to be used in interpreting this Agreement.
6. Both parties understand that each will fulfill its responsibilities under this Agreement in
accordance with the provisions of law and regulations which govern their activities. Nothing
in this Agreement is intended to negate or otherwise render ineffective any such provisions or
operating procedures. If at any time either party is unable to perform its functions under this
Agreement consistent with such parry's statutory and regulatory mandates or authority, the
affected party shall immediately provide written notice to the other to establish a date for
mutual resolution of the conflict. Resolution may include forfeiture of the use and return to
STRAC of those assets described in the Schedule (A).
7. Assi,nment. The parties to this Agreement shall not assign any of the rights or obligation
under this Agreement without the prior written consent of the other party. No official,
STRAC_eRMS_20230001 Page 3 of 10 v.1/2023
STRAC eRMS Agreement
employee, representative or agent of Agency has the authority to approve any assignment
under this Agreement unless that specific authority is expressly granted by Agency. The
terms, provisions, covenants, obligations and conditions of this Agreement are binding upon
and inure to the benefit of the successors in interest and the assigns of the parties to this
Agreement if the assignment or transfer is made in compliance with the provisions of this
Agreement. Without the prior written approval or the prior written waiver of this right of
approval from Agency, STRAC shall not enter into any subcontracts for any service or
activity relating to the performance of this Agreement other than the contract with
ImageTrend. STRAC acknowledges that no officer, agent, employee or representative of the
Agency, has the authority to grant such approval or waiver unless expressly granted that
specific authority by Agency
8. If a change of name is required, the Agency shall be notified immediately. No change in the
obligation of or to STRAC will be recognized until it is approved by the Agency.
9. This Agreement constitutes the entire agreement of the parties with respect to the subject
matter of it, and supersedes any prior understanding or written or oral agreements between
the parties with respect to the subject matter of this Agreement.
10. No amendment, modification, or alteration of the terms of the Agreement is binding on either
party unless the same is in writing, is dated subsequent to the date of this Agreement, and is
duly executed by the party against whom enforcement is sought except that the Agency may,
with consent of STRAC, at any time, by written document, make changes within the general
scope of this Agreement in any aspect of Agreement to correct errors of a general
administrative nature or other mistakes, the correction of which does not affect the scope of
the Agreement and does not result in expense to the STRAC.
11. Each person signing this Agreement on behalf of a party confirms for the benefit of the other
party that any requisite approvals from the governing body of the signing party have been
obtained, and all prerequisites to the execution, delivery, and performance of this Agreement
have been obtained by or on behalf of that party.
12. Force Majeure — Either party may be excused from performance under this Agreement for
any period that the party is prevented from performing its obligations in whole or in part as a
result of any act of God, war, civil disturbance, epidemic, court order, or other event outside
the control of such party, provided the party seeking to be excused has prudently and
promptly acted to take any and all reasonable corrective measures that are within that party's
control.
13. Neither party has authority for or on behalf of the other as to the subject matter of this
Agreement, except as provided in this Agreement. No other authority, power, partnership,
use, or rights are granted or implied except as provided by Texas or federal laws and
regulations, and as defined in the Agreement and Schedule (A) to it.
14. Neither party may incur any debt, obligation, expense, or liability of any kind on behalf of the
other party without the other parry's express written approval.
15. To the extent permitted by law, the Agency will defend and indemnify STRAC, its directors,
employees, agents, and representatives (the "Indemnitees") and hold the Indemnitees
harmless against any damage, claims, suits, actions, liabilities, loss, penalties, costs, and
expenses including, without limitation, reasonable attorneys' fees arising out of or alleged to
have arisen from or in any way connected to:
i. The misuse by the Agency of the eRMS Project and issued equipment,
ii. a breach of any of the representations, warranties, or obligations of this agreement by
the Agency; and/or
iii. any claim (whether founded or unfounded) of any nature or character, arising out of
or alleged to have arisen from or in any way connected to any actual or alleged
STRAC_eRMS_20230001 Page 4 of 10 v.1/2023
STRAC eRMS Agreement
negligence or dishonesty of, or any actual or alleged act of commission or omission
by the Agency or any of its employees, agents, representatives or contractors.
16. STRAC will defend and indemnify the Agency, its elected officials, directors, officers,
employees, agents and representatives (the "Agency Indemnities") and hold the Agency
Indemnities harmless against any damages, claims, suits, actions, liabilities, loss, penalties,
costs, and expenses including without limitation reasonable attorneys' fees arising out of or
alleged to have arisen from or in any way connected to:
i. any infringement of any applicable copyrights, licenses or other intellectual property
or proprietary rights which may exist on materials used in this Agreement and any
rights granted to Agency shall apply for the duration of this Agreement.
ii. a breach of any of the representations, warranties, or obligations of this Agreement
by STRAC; and/or
iii. any claim (whether founded or unfounded) of any nature or character arising out of
or alleged to have arisen from or in any way connected to any actual or alleged
negligence or dishonesty of, or any actual or alleged act of commission or omission
by STRAC, or any of its employees, agents, representatives or contractors.
17. STRAC certifies that at the time of execution of this Agreement, it is not on the federal
government's list of suspended, ineligible, or debarred contractors. If the STRAC is placed
on the list during the term of this Agreement, STRAC shall notify the Agency. False
certification or failure to notify may result in terminating this Agreement.
AGREEMENT SIGNATURES:
The undersigned parties bind themselves to the faithful performance of the Agreement. It is mutually
understood that this Agreement shall be effective if signed by a person authorized to do so according to
the normal operating procedures of that party. If the governing body of a party is required to approve this
Agreement, it does not become effective until approved by the governing body of that party. In that
event, when this Agreement is executed by the duly authorized official(s) of the party as expressed in an
approving resolution or order of the governing body of that party, a copy of the resolution or order shall
be attached to this Agreement.
[Remainder of Page Intentionally Blank; Signature Page Attached]
STRAC_eRMS_20230001 Page 5 of 10 v.1/2023
STRAC eRMS Agreement
[Signature Page to STRAC eRMS Agreement]
APPROVED AS TO FORM AND LEGALITY:
City of Schertz Fire Department
By:
Steve Williams, City Manager
Date of Signature
APPROVED AS TO FORM AND LEGALITY:
Southwest Texas Regional Advisory Council
By' -
Eric Epley, Executive Director
Date of Signature
STRAC_eRMS_20230001 Page 6 of 10 v.1/2023
STRAC eRMS Agreement
SCHEDULE (A)
eRMS PROJECT
I. Project Description
The eRMS Project shall include the provision of Fire and EMS records management service Agency on a
Software as a Service basis. The system includes:
• Patient Care Reporting
• Fire Incident Reporting
• Personnel Management
• Continuous Quality Improvement Module
• Community Health Records Management
• Training Records Management
• Activity Tracking
• Inventory Management
• Occupancies and Fire Inspections
• Reporting, Dashboards, and Data Analysis
• Integration with Agency CAD system
• Integration with Agency monitor/defibrillator hardware
• State compliant NEMSIS reporting
• State compliant NFIRS reporting
• STRAC technical support
II. Purpose of the eRMS Project
The eRMS Project supports day to day operations of agencies in TSA-P while also increasing efficiencies
with regard to patient care documentation, patient billing, performance improvement, reporting and Fire
and EMS operations.
III. Comvliance with Convrishts
STRAC warrants that all applicable copyrights, licenses and other intellectual property and proprietary
rights which may exist on materials used in this Agreement and any rights granted to Agency shall apply
for the duration of this Agreement have been adhered to and further warrants that Agency shall not be
liable for any infringement of these copyrights, licenses and other rights.
----- End of Schedule A -----
STRAC_eRMS 20230001 Page 7 of 10 v.1/2023
STRAC eRMS Agreement
SCHEDULE (B)
eRMS Project Pricin�
I. Rates
STRAC shall invoice Agency based on the following rates:
eRMS Software Service:
Annual Fees:
Annual Agency Fee: $3,000/year (billed annually each September 1 for life of agreement)
Per Run Fee: $3.00/run (plus 3% annual increase effective each September 1 for life of agreement) based
on the actual number of total runs in the previous agreement period of September 1 thru August 31. Runs
are defined as those with unique incident run numbers. For example, an incident with a unique run
number that generates multiple patients or an incident with a unique run number that has a fire and EMS
response is counted as a single run.
Example Calculations for First Fiscal Year and Second Fiscal Year
First Year price for Schertz Fire Department startino_ September 1 _2023:
Actual Number of Runs in prior calendar year as provided in your initial quote: 5,112
Per Run Fee: $3.00
Fees
Qty
Unit Price
TOTAL
Annual Agency Fee
1
$3,000.00
$3,000.00
Annual Per Run Fee
5,112
$3.00
$15,336.00
TOTAL Fees
$18,336.00
Agency Annual Fee: $3,000
Agency Run Volume Fee: 5,112 runs x $3.00= $15,336.00
Total: $18,336.00
Second Year price for Schertz Fire Department starting September 1, 2024:
Actual Number of Runs in prior year agreement period (9/1/23 thru 8/31/24)
Per Run Fee: $3.00 x 3% annual increase = $3.09/Run
Fees
Qty
Unit Price
TOTAL
Annual Agency Fee
1
$3,000.00
$3,000.00
Annual Per Run Fee
5,150 (est).
$3.09
$15,913.50
STRAC—eRMS 20230001 Page 8 of 10 v.1/2023
STRAC eRMS Agreement
TOTAL Fees $18,913.00
Agency Annual Fee: $3,000
Agency Run Volume Fee: 5,150 estimated runs x $3.09= $15,913.50
Total: $18,913.00
(for example purposes only; not binding)
IL INVOICING/PAYMENTS:
STRAC shall provide Agency with an Internal Revenue Form W-9, Request for Taxpayer Identification
Number and Certification, that is completed in compliance with the Internal Revenue Code and its rules
and regulations before any funds are payable.
Agency shall pay STRAC by check upon satisfactory deployment and annually thereafter. STRAC will
submit an invoice to the address below:
Schertz Fire Department
1400 Schertz Parkway Building 8
Schertz, TX 78154
Invoices shall include at least the following information:
• name, address, and telephone number of STRAC
• name, address, and telephone number of payment location if different from STRAC address;
• Agency Contract number;
• identification of department deployed, products or services as outlined in this Agreement;
• quantity or quantities, applicable unit prices, total prices, and total amount; and
• any additional payment information called for by this Agreement.
Payment shall be deemed to have been made on the date of mailing of the check. Agency may choose to
make payment through a withhold of their County 911 funds.
Accrual and payment of interest on overdue payments shall be governed by TEx. GOV'T CODE ANN., ch.
2251.
III. Business Records
STRAC shall maintain and make available all books, documents, and other evidence pertinent to the costs
and expenses of this Agreement for inspection, audit or reproduction by any authorized representative of
Agency to the extent this detail will properly reflect these costs to Agency. All required records shall be
maintained until an audit is completed and all required questions arising therefrom are resolved, or three
(3) years after completion of the Agreement term, whichever occurs first; however, the records shall be
retained beyond the third year if an audit is in progress or the findings of a completed audit have not been
resolved satisfactorily.
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STRAC eRMS Agreement
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