Loading...
HomeMy WebLinkAbout5. AMR Agreement Commission Memorandum REPORT TO: Honorable Mayor and City Commission FROM: Jason Shrauger, Fire Chief Chris Kukulski, City Manager SUBJECT: Bozeman Fire Department - American Medical Response Safety-Net Agreement MEETING DATE: October 27, 2014 AGENDA ITEM TYPE: Consent RECOMMENDATION: Authorize the City Manager, or his designee, to sign the Safety-Net and Back-up Ambulance Services Agreement as revised, reviewed and approved by the City Attorney. BACKGROUND: The Bozeman Fire Department provides advanced life support non-transport services within the city limits and co-responds with American Medical Response (AMR) to most emergency medical calls within the city limits. Patient transport services for the city and most of the valley floor are provided by AMR. As the call volume in the city and county has increased, AMR has added additional staff and ambulances but sometimes, because of concurrent call activity in its service area, cannot immediately respond to calls in the city. During these times of system overload, AMR has relied on Central Valley Fire District to respond with their ambulance. The delay caused when this occurs has been a continual topic of discussion which has resulted in the Safety-Net and Back-up Ambulance Services Agreement attached to this memorandum for your consideration. Through this agreement AMR will provide the fire department with a fully stocked ambulance for use by city fire personnel to transport patients within the city when AMR is unable to do so because of other emergency activity. Additionally, the fire department, with AMR’s concurrence, will be able to provide standby services at special events when AMR is unable to provide those services. This contract has been in service since September 2006. This document has been revised from previous versions of the contract by the City Attorney to more appropriately address the liability and legal concerns of the City of Bozeman. AMR representatives have already signed the agreement. UNRESOLVED ISSUES: None ALTERNATIVES: As suggested by the City Commission. FISCAL EFFECTS: All costs associated with transport and/or authorized standby services will be reimbursed by AMR to the City of Bozeman under this agreement. Attachments: 2014 Safety-Net Agreement Report compiled on: October 20, 2014 15 Agreement between AMR and the City of Bozeman for Backup EMS Services Page 1 of 8 THIS BACK-UP AMBULANCE SERVICES AGREEMENT ("Agreement") is made between the American Medical Response Ambulance Service, Inc. (" AMR") with offices at 2101 Industrial Drive, Bozeman, Montana 59715 and the City of Bozeman (the "City") a self governing municipal corporation organized and existing under its Charter and the laws of the State of Montana, with offices at 121 North Rouse Bozeman, Montana 59715. WHEREAS, the Parties wish to improve emergency medical services for patients in the community; WHEREAS, the Parties desire to provide backup services for patients in the community that need emergency medical services when the normal emergency medical system resources would result in a significantly delayed response; and WHEREAS, the Parties want to combine certain of their individual resources on the terms and conditions herein to improve emergency medical services for patients in the community. NOW, THEREFORE, In consideration of the mutual covenants and agreements herein contained, the receipt and sufficiency whereof being hereby acknowledged, the parties hereto agree as follows: 1. Purpose. AMR provides non-exclusive emergency and medical response services within the City of Bozeman. The purpose of this Agreement is for the City to assist AMR in its provision of these services by providing back-up services for AMR’s emergency and medical response through the use of personnel within the Bozeman Fire Department. 2. Term and Termination. This Agreement shall be for a term of three (3) years from the Effective Date, as defined below. This Agreement may be extended by mutual written consent of the Parties. This Agreement may be terminated by either Party upon the material breach of this Agreement by the other Party if such breach is not cured within (15) fifteen days written notice ("Breach Notice") thereof to the other Party but only in compliance with Section 25 (Dispute Resolution), below. The Breach Notice must specifically identify the material breach and specifically request remedy. Either Party may terminate this Agreement without cause on thirty (30) days written notice to the other Party. 3. Vehicle Leased to City. In fulfillment of the purpose of this Agreement, AMR hereby leases one (1) fully depreciated advanced life support ambulance ("ALS Unit") to City. The City shall be responsible for any applicable vehicle licensing or permit requirements for the ALS Unit. The City shall only use the ALS Unit for backup services and only after notified by AMR that it needs City to provide backup services. The City shall not use the ALS Unit for any other purpose. The ALS Unit shall be marked and designated as a City vehicle. The ALS Unit will be stationed at any City Fire Station as deemed by the 16 Agreement between AMR and the City of Bozeman for Backup EMS Services Page 2 of 8 City to be the best use of that ALS Unit. The City shall secure and store the ALS Unit during down time. The City shall notify AMR immediately if the ALS Unit has mechanical problems or is out-of-service. The City shall also notify AMR of any motor vehicle accident that involves the ALS Unit within twenty-four (24) hours of the accident. The lease under this paragraph ends upon the expiration of this Agreement or upon any earlier termination thereof. 4. City Personnel. The City will supply ALS level personnel from the Bozeman Fire Department to provide backup services with the ALS Unit. The City’s personnel will be licensed, certified and accredited in accordance with applicable federal, state or local laws. AMR, in its sole discretion, may require City to remove City personnel or prohibit City personnel from staffing the ALS Unit. The City shall be solely responsible for all compensation and benefits to its personnel that provide backup services with the ALS Unit. 5. Maintenance, Supplies, Equipment and Replacement. AMR at its cost and expense will provide equipment, disposable medical supplies and preventative maintenance for the ALS Unit. AMR will replace or replenish disposable medical supplies used by Department for backup services on a one-for-one basis. The City shall be responsible for replacement of any equipment or disposable medical supplies that are lost, stolen or damaged. The Department shall follow the replacement program and schedule established by AMR for replacing or decommissioning vehicles. 6. Training. AMR may from time-to-time provide City, at no cost, with training for City personnel on ambulance driving and transport procedures. Any training will be at a mutually agreed upon time and place. 7. Consideration. As consideration for the City providing backup services, vehicle stationing, assignment of personnel to the ALS Unit, deployment benefits and other consideration received from the Department, AMR will provide the City with vehicle preventative maintenance equipment, disposable medical supplies, training and other consideration as outlined in this Agreement and AMR will lease the ALS Unit to the City without charge. The Parties warrant and represent that the consideration exchanged in this Agreement is fair market value. 8. Dispatch Services. When AMR determines that it needs the City to provide backup services, AMR will contact the Department to arrange for the City to link with the dispatch center for the emergency medical system. The Department will immediately notify AMR if it does not have available personnel to staff the ALS Unit. Pre-arrival instructions for backup services will continue to follow the procedures as established by the emergency medical system. The City may also use the ALS Unit for standby services that it may provide under any future agreement or agreement between the parties ("Future Standby Arrangement"). Any transports that the City may provide under any Future Standby Arrangement shall be subject to the terms of paragraph 11 below. 17 Agreement between AMR and the City of Bozeman for Backup EMS Services Page 3 of 8 9. Standard of Emergency Medical Services. The City will provide backup servicesin accordance with prevailing industry standards of quality and care applicable to the emergency medical services industry. 10. Protocols. The City will comply with any and all applicable emergency medical service protocols. 11. Payment for Backup Services. The Parties shall not seek fees, reimbursement or payment from any patient, third-party payor or, excepted as provided below, the other Party for any backup services. Notwithstanding the preceding, if the City does not have available employees to provide backup services and must call-back employees who are off-duty to provide backup services, AMR will reimburse the City for its all costs to call- back its off-duty employees ("CallBack Pay"). The City shall provide AMR with documentation to support any invoice for Call-Back Pay. 12. Indemnification. To the fullest extent permitted by law, AMR agrees to release, defend, indemnify, and hold harmless the City, its agents, representatives, employees, and officers (collectively referred to for purposes of this Section as the City) from and against any and all claims, demands, actions, fees and costs (including attorney’s fees and the costs and fees of and expert witness and consultants), losses, expenses, liabilities (including liability where activity is inherently or intrinsically dangerous) or damages of whatever kind or nature connected therewith and without limit and without regard to the cause or causes thereof or the negligence of any party or parties that may be asserted against, recovered from or suffered by the City occasioned by, growing or arising out of or resulting from or in any way related to: (i) the negligent, reckless, or intentional misconduct of AMR; (ii) any negligent, reckless, or intentional misconduct of any of the AMR’s agents; or (iii) the negligent, reckless, or intentional misconduct of any other third party to which AMR provides service. Such obligations shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist. The indemnification obligations of this Section must not be construed to negate, abridge, or reduce any common-law or statutory rights of the indemnitee(s) which would otherwise exist as to such indemnitee(s). AMR’s indemnity under this Section shall be without regard to and without any right to contribution from any insurance maintained by City. Should any indemnitee described herein be required to bring an action against AMR to assert its right to defense or indemnification under this Agreement or under the AMR’s applicable insurance policies required below the indemnitee shall be entitled to recover reasonable costs and attorney fees incurred in asserting its right to indemnification or defense but only if a court of competent jurisdiction determines the Contractor was obligated to defend the claim(s) or was obligated to indemnify the indemnitee for a claim(s) or any portion(s) thereof. 18 Agreement between AMR and the City of Bozeman for Backup EMS Services Page 4 of 8 In the event of an action filed against City resulting from the City’s performance under this Agreement, the City may elect to represent itself and incur all costs and expenses of suit. AMR also waives any and all claims and recourse against the City or its officers, agents or employees, including the right of contribution for loss or damage to person or property arising from, growing out of, or in any way connected with or incident to the performance of this Agreement except “responsibility for his own fraud, for willful injury to the person or property of another, or for violation of law, whether willful or negligent” as per 28-2-702, MCA. These obligations shall survive termination of this Agreement and the services performed hereunder. 13. Insurance. In addition to and independent from the requirements of Section 13, above, AMR shall obtain and maintain throughout the term of this Agreement, comprehensive automotive insurance and comprehensive general liability insurance with limits of $5 million per claimant per incident. Each Party will maintain workers' compensation insurance in the statutory required amounts. The City, its officers, agents, and employees, shall be endorsed as an additional or named insured on a primary non-contributory basis on both AMR’s commercial general and its automobile liability policies. The insurance and required endorsements must be in a form suitable to City and shall include no less than a sixty (60) day notice of cancellation or non-renewal. The City must approve all insurance coverage and endorsements. Contractor shall notify City within two (2) business days of AMR’s receipt of notice that any required insurance coverage will be terminated or Contractor’s decision to terminate any required insurance coverage for any reason. The City may obtain and maintain risk management coverage up to the limitation and amounts provide in MCA section 2-9-108. AMR specifically recognizes and agrees that any risk management coverage obtained by the City is secondary to AMR’s insurance. 14. Confidentiality. All information with respect to the operations and business of a party (including the rates charged hereunder) and any other information considered to be and treated as confidential by that party gained during the negotiation or Term of this Agreement will be held in confidence by the other party and will not be divulged to any unauthorized person without prior written consent of the other party, except for access required by law, regulation and third party reimbursement agreements. 15. Referrals. It is not the intent of either party that any remuneration, benefit or privilege provided for under this Agreement shall influence or in any way be based on the referral or recommended referral by either party of patients to the other party or its affiliated providers, if any, or the purchasing, leasing or ordering of any services other than the specific services described in this Agreement. Any payments specified herein are 19 Agreement between AMR and the City of Bozeman for Backup EMS Services Page 5 of 8 consistent with what the parties reasonably believe to be a fair market value for the services provided. 16. Relationship. In the performance of this Agreement, each party hereto shall be, as to the other, an independent contractor and neither party shall have the right or authority, express or implied, to bind or otherwise legally obligate the other. Nothing contained in this Agreement shall be construed to constitute either party assuming or undertaking control or direction of the operations, activities or medical care rendered by the other. AMR and City 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. Force Majeure. Neither Party shall be responsible for any delay in or failure of performance resulting from acts of God, riot, war, civil unrest, natural disaster, labor dispute or other circumstances not reasonably within its control. 18. HlPAA. Each party shall comply with the privacy provisions of the Health Insurance Portability and Accountability Act of 1996 and the regulations thereunder ("HlPAA"), and with such other requirements of HIPAA that may become effective during the Term. The City shall reasonably assist AMR in complying with HIPAA, including assisting AMR in providing AMR's notice of privacy practices to Patients prior to non-emergency transports and as soon as reasonably possible after emergency transports, and obtaining an acknowledgment of delivery of such notices for non-emergency transports. Each party acknowledges and agrees that it is considered a covered entity under HIP AA. Accordingly, both parties are permitted to use and disclose Protected Health Information in accordance with HIPAA without an additional written authorization of the Patient as long as both parties have a direct relationship with the Patient. All Patient medical records shall be treated as confidential so as to comply with all state and federal laws. 19. Miscellaneous. a. Compliance with Laws. The Parties will comply in all material respects with all applicable federal and state laws and regulations including, the federal Anti- kickback statute. b. Compliance Program and Code of Conduct. AMR has made available to each party a copy of its Code of Conduct, Anti-kickback policies and other compliance policies, as may be changed from time-to-time, at AMR’s web site, located at: www.amr.net, and each party acknowledges receipt of such documents. AMR warrants that its personnel shall comply with AMR’s compliance policies, including training related to the Anti-kickback Statute. c. Non-Exclusion. Each party represents and certifies that neither it nor any practitioner who orders or provide services on its behalf hereunder has been convicted of any conduct that constitutes grounds for mandatory exclusion as identified in 42 U.S.C.§ 1320a-7(a). Each party further represents and certifies that it is not ineligible to participate in Federal health care programs or in any 20 Agreement between AMR and the City of Bozeman for Backup EMS Services Page 6 of 8 other state or federal government payment program. Each party agrees that if DHHS/OIG excludes it, or any of its practitioners or employees who order or provide services, from participation in Federal health care programs, the party must notify the other party within five (5) days of knowledge of such fact, and the other party may immediately terminate this Agreement, unless the excluded party is a practitioner or employee who immediately discontinues ordering or providing services hereunder. 20. Notice. All notices required under this document shall be written and served by registered mail to the City at P.O. Box 1230, Bozeman, Montana 59771-1230 attention Fire Chief unless otherwise directed by the City and to AMR at 2101 Industrial Drive, Bozeman, Montana 59715, attention Operations Manager, unless otherwise directed by AMR. 21. Reports/Accountability/Public Information: AMR agrees to develop and/or provide documentation as requested by the City demonstrating AMR’s compliance with the requirements of this Agreement. The Contractor shall not issue any statements, releases or information for public dissemination without prior approval of the City. 22. Non-Waiver: A waiver by either party any default or breach by the other party of any terms or conditions of this Agreement does not limit the other party’s right to enforce such term or conditions or to pursue any available legal or equitable rights in the event of any subsequent default or breach. 23. Attorney’s Fees and Costs: That in the event it becomes necessary for either Party of this Agreement to retain an attorney to enforce any of the terms or conditions of this Agreement or to give any notice required herein, then the prevailing Party or the Party giving notice shall be entitled to reasonable attorney's fees and costs, including fees, salary, and costs of in-house counsel to include City Attorney. 24. Taxes: AMR is obligated to pay all taxes of any kind or nature and make all appropriate employee withholdings. 25. Dispute Resolution: a. Any claim, controversy, or dispute between the parties, their agents, employees, or representatives shall be resolved first by negotiation between senior-level personnel from each party duly authorized to execute settlement agreements. Upon mutual agreement of the parties, the parties may invite an independent, disinterested mediator to assist in the negotiated settlement discussions. b. If the parties are unable to resolve the dispute within thirty (30) days from the date the dispute was first raised, then such dispute may only be resolved in a court of competent jurisdiction in compliance with the Applicable Law provisions of this Agreement. 21 Agreement between AMR and the City of Bozeman for Backup EMS Services Page 7 of 8 26. Headings: The headings used in this Agreement are for convenience only and are not be construed as a part of the Agreement or as a limitation on the scope of the particular paragraphs to which they refer. 27. Severability: If any portion of this Agreement is held to be void or unenforceable, the balance thereof shall continue in effect. 28. Applicable Law: The parties agree that this Agreement is governed in all respects by the laws of the State of Montana and the parties expressly agree that venue will be in Gallatin County, Montana, and no other venue. 29. Binding Effect: This Agreement is binding upon and inures to the benefit of the heirs, legal representatives, successors, and assigns of the parties. 30. No Third-Party Beneficiary: This Agreement is for the exclusive benefit of the parties, does not constitute a third-party beneficiary agreement, and may not be relied upon or enforced by a third party. 31. Counterparts: This Agreement may be executed in counterparts, which together constitute one instrument. 32. Integration: This Agreement and all Exhibits attached hereto constitute the entire agreement of the parties. Covenants or representations not contained therein or made a part thereof by reference, are not binding upon the parties. There are no understandings between the parties other than as set forth in this Agreement. All communications, either verbal or written, made prior to the date of this Agreement are hereby abrogated and withdrawn unless specifically made a part of this Agreement by reference. 33. Extensions: This Agreement may, upon mutual agreement, be extended for one year periods by written agreement of the Parties. In no case, however, may this Agreement run longer than three (3) years after the Date of Execution. **** END OF AGREEMENT EXCEPT FOR SIGNATURES **** 22 Agreement between AMR and the City of Bozeman for Backup EMS Services Page 8 of 8 IN WITNESS WHEREOF, the Parties have hereto executed this Agreement as of this ___ day of ________________, 2014 ("Effective Date"). AMR, Inc. City of Bozeman: _______________________________ ____________________________ Thomas Wagner, CEO, West Region Chris Kukulski, City Manager Attest: ___________________________ Stacy Ulmen, CMC 23