HomeMy WebLinkAbout06- American Medical Response Safety-Net and Back-up Ambulance Services Agreement
R)MR1i
~i
_~1.'11 ~:~ [",,~"". .'II~ 0] [",,~1":~ ~i J:.] I 1-':1 'i:"'.
SAFETY-NET AND BACK-UP AMBULANCE SERVICES AGREEMENT
THIS SAFl.T\-NLT AND RAC K-lIP AMBULANCE
SI':RVICLS AGI{LLMLNT r"Agrc\:ln<:nt") is made
hetween the American MedIcal Response: Ambulance:
ServICe, Ine (" AMIC) Wilh offices at 2101 Industnal
Dnve, HOleman, Montana 59715 and the CHY of
Boze:man lIre Deparlment (the "Department") with
office:s at 34 North Rouse Bozeman, Monlana 5':1715
\\'HEREAS, the Paliles Wish to improve emergency
me:di\:al serv'\Ces tllr patients III the COIlHlllll"llty:
\\'IIEREAS the Parties dl:SHT tu pro\lde satCty-nl:t and
ba\:k-up snv:lees tl>l' patients III the commul1lty 'that need
nnng\:ncy medical s\:rvices when the normal emergency
medical system resources would result III a slgndicanlly
ddaYl,d rl'sponsc CSakty-Nct rM<;;"") and
\\'IU:tU.A~, the Parties \Vallt to cOlnhlll\: enlain of thcir
IIldlvldual resources un th\: knns alld cunditi'lns h\:rl:m to
improve ernergency nll'drcal serviees tlU' patients 111 the
community;
NOW, TIIEREr-ORE, Department and AMR hereby
Illeurpl'ral\~ till- ahove Re<:ltals h\:l'elll and agree as tllllows:
I Term and Termination This <\greement shall
be tor a term ot one ( I ) year from the Eftlxtlve Date, as
delined below ThiS AgI'l'\:lllent may be extended hy
mutual writtcn <:ons<:nt of the Pmiles. Thrs Agreeme:nt may
be terIllInated by either Parly upon the malcnal brl'aeh of
thIS Agreelnent by the olh\:r Party if su<:h hreaeh IS not
<:ulnt wlthll1 (15) titken duys \Vfltten notice ("Brea\:h
Notice") thereof to the olher Parly fhe Breadl Noticc
must speedically Itlcntlty the material brea\:h and
specifically request rt1ncdy Ellhn Party lllay termllwte
thiS Agreement Without cause on tl1ll1v t 30) days wnttl'n
nolll:e tu till- oth<:r Party
2. Vehicle Leased to Department AMR hereby
leases one (I) fully tkprc\:latcd advanced lite support
ambulance ("A'S IJnl(') to Department tllr Depcu1ment 10
proVide Safety-Net l:MS Th\: Departlll<:lIt shall he
responsible tix uny applicahle vehicle hcenslllg or pelllllt
reqUirements tllr the AI $ Ilnl!. The Depmiment shall only
USl. the ^' <;; UllIt jilr <;;afcty.Net EMS and only atier
notdied by AMR that It IKcds [kpartm<:nt to provide
Sakty-Net l:MS The Deparlmenl shall nul USl' thl- AL~
Umt for any othn purposl, Thc AIS Unit shnll he marked
and deSignated as a Department vdncle, III\: ALS lInlt
will bl- slationnl at any Departlllent fire Station as deemed
bv the Deportment to be the best use of that ALS UI'IlL l"he
Department shnll securc and StOIC the <\LS Ilmt dunng
down tIme, fht: D\:partnKnt shall notify AMR
Imllll,diatelv Iftlw AL5 Unit has nll'chanlcnl prohlems or IS
out-ot~scrv;ce The Depalil'nent shall alsu notd} AMR of
lOOb '\MR "akl,-Nlol '\~JCC"IC'1l1
( ontidLlllial ,met PropriLlan
any motor vdnele acndent that II1vulves the ALS LlllIt
wlthlll twenty-four (24) hours ot tIK ne\:ld<:nt TIll' kasc
under thiS paragraph nlds upun the expInltmn uf lllls
Agreement or upon any earlier tcrITlInntlon thereof
3 Department Persunnel. rhe Department wd I
supply "-1.5 level personnel to proVI(k 5akty-Nd [MS
With the ALS UI1It. The Depnrtment's personnel will bc
hcenscd, \:ertdied and a\:credlted 111 a\:cordance With
apphulbk ICdcral, ,late or local laws, AM I{, III ItS sole
(hseretmn, may requIre Depmiment to remove Department
personnel or prohibit Depnl'tnlCnt personn\:1 frolTl staffing
thl' ALS Urn!. Th\: Departnll'nt shall be solely respunsible
tlll- all \:Olllpensatlon and bendits to ItS personnel that
prmlck 5afi:ty-Nd [M5 wllh [ht, ALS lIm!.
4 Response Time Requirements. Any and all
applreabk ambulanel: rcspunst: tIme requlrelll\:nts wdl be
wHlved Hnd suspended tlll' "-MR when 5afdy-Nd [M,) IS
Implernented.
5 Maintenanee, 5.upplies, bluipm\'nt and
Replacement AMR at Ih l:OSt and l'xpense will pr()\!I(le
t'LJulplllent, disposable medlLal supplies and preventative
mall11enance tllr the AIS Unit ^M R will replace or
rl:pll'lllsh disposable rnechuIl supphes used hy Depcn1ment
tlll' Safety-Net EMS on a one-ti'r-one hasis, The
Departmc;lt shall bc rl'Sponslble fllr repla\:ernent of any
cql1lpnl\:1ll or elisposabk III \:d I\: a I supphes that are lust,
stolen or damHged. The Department shall ti11l0\V the
replacl,rnent program and s\:hedule established by AM R tllr
replacmg or deeonlllllsslonlng vdll\:k~.
(, Trainin~. ^MR lTIay /T'011l tinK-to-lnIK proVIde
Departrn<:nl, at IIU \:ost, With trmnlllg tlll- Departmcnt
persunnel on amhulallLT dnvll1g Hnd transport procedures.
Any trainmg will he at a llIutually agr\:ed upon llln\: and
place.
7 Consideration As eOllslderallOn [l,r Safety-Net
FMS, vehlele stHtlOnll1g, Hsslglllllent ot pcrsonnd to the
ALS Unit, deployment bendits and other conslderntlOn
r\:l:clvcd frolTl the D\:parllllenl, AMI{ will proVide the
Department with vehlck pr<:v\:ntntlvl- Illalnknan\:l:,
eqlJlpm\:nt, ctisposahlc lTl\:dical supphl:s, trallllng anel other
\:onslderatlOn as uutlined m thiS Agreement and AM R will
lease the <\LS Unit to the Departmcnt Without ehnrge. The
Partlcs \Varrant and rq1lTsl'nl lhal lhe cunslderatlon
exchanged m thiS Agreement IS t:llr market value_
S Dispatch Serviees for 5.afcty-Nd EM5. When
AM R determines thHt It ne<:els the Dl:partml'1I1 tu proVide
~afi:ty-Net l:MS, AMR will contact the Ikpaliment to
arrangl' ti.H" till- Dqlartlll\:nl 10 Imk With the dispatch \:enter
for the emergency medlcHI syst<:m. TIll- DqJartlllUlt will
-1-
SAFETY-NET AND BACK-UP AMBULANCE SERVICES AGREEMENT
immedintcly notify AMR if it docs not hnve nvailabJc
personncllo staff the ALS Unil. Pre-arrival instructions Ii)]
SatCty-Nct FMS will continue to tollow the procedures as
established by the emergency medical system.
The DepartnlCnt may also use the ALS Unit tix standby
services that it may provide under any future agreement or
ngreement betwcen thc parties (""Future Standby
Arrangement"), Any transports that the Dcpartment may
provide under any Future Standby AmlTlgl'lnent shall be
subject to the terms of parngrnph II below.
l). Standard of Emergency Medical Services, The
D\:partment will provide Salcly-Nel l:MS in accordance
with prevailing industry standards of quality and care
applicable lO tht, l'IntTgency 1lI\:llinIl servi\:\:s industry,
10. Protocols. '1l1e Department will comply with
any and all applicable crnergeney medical service
protocols.
II. No Payment for Safety-Net EMS, The Parties
shall not se\:k tees, reimbursement or payment from any
patient, third-party payor or the other Pnrty ti)r nny SntCty-
Net EMS provided under this Agreelnenl. Salety~Nd EMS
shall be provided wilhout colllpensalion. Notwilhstanding
the preceding sentences, if the Ikpartme:nt docs not hnve
availabk crnployees tu provide Salety-Nd EMS and must
call-back employees who are oft:duty to provide SatCty-
Net EMS, AMR will reimburse the Depaliment for its
additional costs to call-back its on:duty employces ('Tall-
Ha\:k Pay''). The Depaliment shall provide AM R with
payroll records nnd other documcntation to support any
invoice till Call-Hack Pay.
12" Indemnification. Each Party will indemni(y and
hold the other Party harmless from and against any liability,
e1aims or damages, including attorncys' tCes, rcsulting
from or alleged to result ti-Oln any negligence or willful or
intcntional misconduct of the indcmnifying Parly.
+;, Insurance. AMR will obtain and maintain
throughout the term of this Agreement, comprehensive
automotive inSUmnl:l\ comprehensive gcneral liability
insuralllT, and prokssionalliability insurance with limits of
$5 million per c1ainwnl per incicknl. Each Party will
maintain worklTs' compensation insurance in the statutory
rcquircd amounts. AMR acknowledgcs that the
Department has a statutory limit on liability pursuant to
MeA section 2-l)-IOR. Dcparlment shall obtain and
maintnin insurance up 10 the lilnitation amounts provide in
MeA section 2-l)-1 08,
14, Confi{kntiality. All intlll'111ation with respect
to the operations and husiness of a party (including the
200n AMI{ S;lrcty NF I' ^?TCCHlCIlI
Conlidcntial and Propriclnry
rates charge:d he:reundn) and any other intimnation
considered to he and tre:ale:d as conlldcntial by that party
gained during the negotiation or Term of this Agreement
will he held in e:onlldene:e by the other party and will not
be divulge:d to any unauthorized person without prior
written consent of the other party, exe:e:pt for access
required by law, regulation and third party reimbursement
agreements,
15. Referrals" It is not the intcnl of either
party that any renlune:ration, bcndlt or privilege provided
ti)r under this Agreement shall intluence or in any way he
based on the referral or recomme:nde:d referral by either
party of patients to the other party or its affiliated
providers, if any, or the: pure:hasing, leasing or ordering
of any services other than the: spcciflc services descrihed
in this Agreeme:nl. Any payments specified herein are
consistent with what the parties reasonably believe to be a
fair market value: for thc scrvices provided,
16. Relationship. In the performance: of this
Agreement, each party hereto shall be, as 10 the other, an
indcpendent contractor and neither party shall have: thc
right or authority, express or implied, to bind or
otherwise legally ohligate the other. Nothing contained in
this Agreemelll shall he construed to c:onstitute either
party assuming or undertaking control or direc:tion of the:
operations, activities or medie:aJ e:are re:ndercd by the
other. AMR and Department administrative staff shall
meet on a regular basis to address issues of mutual
concern related to the provision of Services and the
parties' respective rights and obligations hereunder.
17, Fon~c Majeure. Neither Party shall be
re:sponsibk for any delay in or f:iilure of performance
resulting from acts of God, riot, war. civil unresL natural
disasle:r, labor dispute or olher eircumstane:e:s not
reasonably within its c:ontrol.
I X. HIP AA. Each party shall comply with the:
privacy provisions of the Hell/lit Insurance Portability and
Accounrahility Act o{1996 ,md the: re:gulations thereunder
("HIPAA "), and with such othe:r re:quirements of HIPAA
that may become elke:live during the Term, The
DEPARTMENT shall reasonably assist AMR in
complying with IIJPAA, including assisting AMR in
providing AMR's notice of privacy practices to Patients
prior 10 non-emergene:y transports and as soon as
reasonahly possible after emergency transports, and
obtaining an acknowledgment of delivery of such noticcs
ti)r non-emergency transports. Each party acknowledges
and agrees that it is considered a c:overe:d entity under
HIPAA" Accordingly, both parties are permitted to use
and disclose Protected Health Inf(lJ'Illation in accordance
with HIPAA withoLlt an additional written authorization of
the Patient as long as hoth parlies have: a direc:t
relationship with the: Patient. All I'atielll medical ree:onls
shall be treated as confidential so as to comply with all
state: and fcderallaws,
-2-
_~';.I ~ :U-JJ III '!, 1:1 0] [tfJ. :lHI- ~~~i io~
SAFETY-NET AND BACK-UP AMBULANCE SERVICES AGREEMENT
19, Noticc. All notices required under this
document shall be written and served by regislered mail to
the Department at P,Q. Box 1230, Bozeman, Montana
59771-1230 attention Director of Public Safety/Fire unless
Olherwise directed hy said Department and to AMR at
2101 Industrial Drive, Bozeman, Montana 59715,
attention Operations Manager. unless otherwise directed
by AMR.
20, Attonlcys' Fces. It is mutually understand and
agreed that in the event that either party to this agree:ment
brings any type of legal action to enfore:e any right or
obligation contained in this agree:ment or any addendum
thereto, the prcvailing party shall be: e:ntitkd to reasonable
attorneys fees including the salary of the: City Attorney or
other in..house: counsel.
21. Miscellaneous. This Agreement (including
the Schedules hereto): (a) constitutes the e:ntire: agreement
between the parties with respee:t to the subiee:t matter
hereof. superseding all prior oral or written agreements
with respect thereto; (b) may be amended only by written
instnnnent e:xeeuted by hoth parties; (c) may nOl he
assigned by either party without the written consent of the
other party, such consent nOlto be unreasonably withheld;
(d) shall be hinding on and inure to the henetit of the
parties hereto and their respective successors and
permitted assigns: (e) shall be interpreted and enti)fced in
accordance with lhe laws of the State of the principal
ortlce of the Department, without regard to the contlict of
laws provisions thereoL and the federal laws of the United
States applicable therein; (I) this Agreement may he
executed in several counterparts, each of which shall
\:Onstitule an original and all of which, when taken
togc:the:r. shall wnstitute: one: agree:mcnl: and (g) this
Agreement shall not be effective until e:xec:utc:d by bolh
parties. In the: cvent of a disagre:ement bctwe:en this
Agre:eme:nt and any Schedule hereto, the terms of this
Agre:e:Ille:nt shall govern,
IN WITNESS WHEREOF, the Parties havc herc:to
execute:d this Agree:me11l as of this 1st day of Septe:mbe:r
2006 ("Effective Date"),
American Medical Response Amhulance Service, Inc,
~_..- ~
/- . ----
LOUiS' .' , Meye~-, West egio CEO---.-.----
By:
City of HOleman Fire Ikparlment
By:
~~
.~...; G~ MN-J~
200(, ^MR Sakty-NI-T ^gr""Illi'nl
COllfidcntial and Proprietary
-3-