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HomeMy WebLinkAboutAllen Hospice-4/8/2013Please return this copy to: City Clerk & Finance Department 715 Mulberry Street Waterloo, IA 50703 AMBULANCE SERVICES AGREEMENT THIS AMBULANCES SERVICE AGREEMENT (the "Agreement") is made effective the 1st day of April, 2013 (the "Effective Date") by and between In Trust d/b/a Allen Hospice ("Hospice") and the City of Waterloo, Iowa ("Company") (Hospice and Company shall each be referred to as a "Party" and collectively referred to as the "Parties"). WHEREAS, Hospice provides services within Waterloo, Iowa and surrounding areas and desires to enter into an agreement to meet the medical transportation needs of its patients; and WHEREAS, Company, acting through Waterloo Fire Rescue, is a state authorized and Medicare approved ambulance service provider in the business of providing medical transportation in Iowa and desires to provide such services to Hospice patients; and WHEREAS, Hospice retains full authority and responsibility for professional and medical management of care for each of its patients and for ensuring that services provided by Company Providers under this Agreement are furnished in a safe and effective manner and in accordance with applicable standards. NOW THEREFORE, in consideration of the foregoing premises and the following covenants and agreements, the Parties hereby agree as follows: ARTICLE I DUTIES AND OBLIGATIONS OF COMPANY Section 1.1-- Services. Company shall provide both emergent and non -emergent ambulance transportation to Hospice patients upon request by Hospice (the "Services") in accordance with the following standards and conditions: For all emergent & non -emergent transports, Company shall arrive at the requested patient pick-up location within sixty (60) minutes following the request for transport unless transport has been previously scheduled, in which case Company shall arrive at the scheduled time. Hospice understands that Company's territory for pick-up is as follows: within the City of Waterloo, East Waterloo Township, Cedar Township and Elk Run Heights. All Services provided by Company pursuant to this Agreement shall be provided by qualified, licensed individuals who have a contractual or employment relationship with Company ("Providers"). Company must obtain criminal background checks on staff who have direct contact with patients or access to patient's medical records. All Services rendered by Company through its Providers shall be in accordance with Participation and Reimbursement coverage requirements imposed by applicable governmental and other third party reimbursement sources. Section 1.2 -- Contract Compliance. Company specifically agrees and warrants that all Services and/or products to be provided to Hospice under this Agreement will meet or exceed, and will comply with, all of the following, if and as applicable: • All Medicare Conditions of Participation and Performance Standards, as amended or revised: • All Accreditation Standards and Elements of Performance, as amended or revised • All federal, state, and local statutes, regulations and guidelines, as amended or revised; • All relevant federal and state licensing and certification requirements, as amended or revised; • Hospice's bylaws, policies, procedures, rules and procurement standards, as amended or revised; and • Hospice's Compliance Policies, as amended or revised. The provision of Services and/or products may be monitored as part of Hospice's Performance Improvement Program, and Company may be requested to provide input on performance improvement initiatives. The provision of any Services and/or products by Company that fail to meet the above requirements, as applicable, shall be considered the provision of a deficient Service or product. The provision of a deficient Service or product shall constitute a substantial and material breach of this Agreement and shall be grounds for the immediate termination of this Agreement by Hospice without any right of cure. Hospice shall be entitled seek legal redress for any loss, claim or expense caused by the provision of any deficient Service or product via any legal or equitable remedy then available to Hospice. Section 1.3 -- Ambulance and Equipment. All ambulances and equipment utilized by Company in providing Services pursuant to this Agreement shall be operated by Company unless provided pursuant to Section 1.1 and must meet all local, state and federal laws, regulations and standards for transporting patients. If Company transports neonates the Company shall also comply with relevant laws, regulations and standards for neonate transports. ARTICLE II BILLING AND PAYMENT Section 2.1 — Billing. Hospice shall pay Company a negotiated payment rate. Within ten (10) calendar days of the end of each month and within at least thirty (30) days of providing Services, Company shall submit to Hospice an accurate and complete statement of all Company Services provided. The statement shall be in a form reasonably acceptable to Hospice and include information usually provided to third party payors to verify the Services and charges reflected in the statement. Payment by Hospice in respect to such bills shall be considered final, unless adjustments are requested in writing by Company within thirty (30) days of receipt of payment. Hospice shall have no obligation to pay for any Services if Hospice does not receive a bill for such Services within one hundred twenty (120) days following the date on which Services were rendered. Company's current fees: BLS Non -Emergent Base Rate: BLS Emergent Base Rate: ALS Emergent/Non- Emergent Base Rate Mileage (BLS or ALS) $340.73 $493.25 $644.17 $ 6.86 loaded Upon scheduling the transfer, Company will request the name of the individual authorizing payment. ARTICLE III TERM AND TERMINATION Section 3.1 -- Effective Date: This Agreement shall become effective on April 1, 2013, and shall be effective for twelve (12) months thereafter. After the initial term, this Agreement shall be automatically renewed for successive twelve (12) month periods. This Agreement may be terminated during the initial term or any renewal term by either Party giving thirty (30) days advance written notice to the other Party. All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given, made and received upon actual receipt of registered or certified mail, postage prepaid, return receipt requested, as set forth below: For Hospice: Iowa Health Home Care 11333 Aurora Avenue Urbandale, IA 50322 Attn: Contracts Department For Company: Waterloo Fire Rescue 425 East 3rd Street Waterloo, IA 50703 Attn: Barb McBride Section 3.2 -- Termination by Hospice. Hospice may terminate this Agreement effective immediately upon the occurrence of any one or more of the following events: • Company or any of its Providers ceases to be in good standing with licensing authorities; • In the reasonable judgment of Hospice, Company or any of its Providers poses a present danger to its patients; • Company fails to be covered by adequate insurance coverage as required by Section 4.1 of this Agreement; or • Company or any of its Providers is excluded, debarred, suspended, or otherwise ineligible for participation in any governmental health care programs, as defined in Section 5.1, or engages in fraudulent or dishonest practices or other misconduct in the rendering of Services under this Agreement. Section 3.3 -- Mutual Termination. This Agreement may be terminated at any time upon the mutual agreement of the Parties. Such agreement will not be unreasonably withheld. ARTICLE IV INSURANCE Section 4.1— Insurance Requirements. Company shall maintain professional liability insurance with a minimum liability limit of $1,000,000 for each incident, $3,000,000 in the aggregate and $1,000,000 in general liability insurance on behalf of itself and all of its Providers for the duration of this Agreement. Such policies of insurance shall provide that the insurance company may not cancel any policy of insurance without providing Hospice ten (10) days written notice. Company shall provide Hospice proof of the foregoing insurance coverage upon request. ARTICLE V EXCLUDED PROVIDER AND INDEMNIFICATION Section 5.1— Governmental Health Care Programs. Company represents and warrants that it is currently approved for, and at no time has it been excluded from participation in, any state or federally funded health care programs, including Medicare and Medicaid (collectively referred to as "governmental health care programs"). Company agrees to immediately notify Hospice of any threatened, proposed, or actual exclusion of Company from participation in any governmental health care programs during the term of this Agreement. If at any time after the Effective Date of this Agreement it is determined that Company is in breach of this Section, this Agreement shall, as of the effective date of such exclusion or breach, automatically terminate. Section 5.2 — Indemnification for Exclusion. To the extent permitted by law, Company shall indemnify and hold harmless Hospice against all actions, claims, demands, liabilities, loss, damage, costs and expenses, including reasonable attorneys' fees, arising directly or indirectly out of any violation of Section 5.1 by Company due to its exclusion from any governmental health care programs. ARTICLE VI RELATIONSHIP OF PARTIES Section 6.1 -- Independent Parties. This Agreement is an independent contract between Hospice and Company to provide the Services described in this Agreement. Neither Party shall be construed in any manner whatsoever to be an employee or agent of the other. Hospice shall not exercise any control or direction over the methods by which Company or any of its Providers perform their professional work and functions. The sole interest and responsibility of Hospice is to ensure that the Services provided under this Agreement are performed and rendered in a competent, efficient and satisfactory manner. Hospice has no legal obligations for payment of any compensation or benefits to Providers including, but not limited to, worker's compensation. Section 6.2 -- Non -Exclusivity. Nothing in this Agreement shall be construed as to limit or restrict in any manner either Party's right to render the same or similar services as those covered by this Agreement to other individuals and entities, including but not limited to other acute care facilities. Nothing is this Agreement shall be construed as limiting or restricting in any manner Hospice's right to obtain the same or similar services as those provided by Company pursuant to this Agreement from other individuals or entities. ARTICLE VII ACCESS TO RECORDS Section 7.1— Confidential Records. For four (4) years following the furnishing of Services pursuant to this Agreement, Company agrees to make available upon receipt of written request from the Secretary of Health and Human Services, the U.S. Comptroller General, any of their duly authorized representatives, or any duly authorized state agency, this Agreement and all books, documents and records of Company that are necessary to certify the extent of costs incurred by Hospice under this Agreement. This Agreement shall not be construed to permit access to books, records, or documents that are deemed confidential under any evidentiary privileges including, but not limited to, the attorney-client, doctor -patient or accountant -client privileges. Section 7.2 — Records of Subcontractors. If Company carries out any of the duties of this Agreement through the use of a subcontract with any related organization or individual, whose work is valued at $10,000 or more over a twelve-month period, each contract between Company and said subcontractors must contain a provision incorporating the requirement outlined in Section 7.1 as applicable to the subcontractor. ARTICLE VIII NON- DISCRIMINATION Section 8.1— Non-discrimination Clause. Company agrees that no person will be denied the benefits of or otherwise be subjected to discrimination under any program, Services or activity provided by Company on the grounds of age, race, creed, sex, color, religion, handicap, marital status or national origin. ARTICLE IX INDEMNIFICATION Section 9.1— Indemnification Generally. To the extent permitted by law, each Party shall indemnify and hold harmless the other Party against all actions, claims, demands, liabilities, loss, damage, costs, and expenses, including but not limited to reasonable attorneys' fees, arising directly or indirectly out of an actual or alleged injury to a person or to property as a result of the negligent or intentional act or omission of the Party or any of its employees, subcontractors, or agents providing Services under this Agreement or in connection with the Party's obligations under this Agreement, except to the extent any such loss, damage, costs, and expenses are caused by the negligence or intentional act or omission of the other Party, its officers, employees or agents. ARTICLE IX MISCELLANEOUS Section 10.1 -- Waiver. Neither the failure or any delay on the part of either Party to exercise any right, remedy, power or privilege ("Right") under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any Right preclude any other or future exercise of the same or any other Right, nor shall any waiver of any Right with respect to any occurrence be construed as a waiver of such Right with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the Party asserted to have granted such waiver. Section 10.2 -- Controlling Law. This Agreement and all questions relating to its validity, interpretation, performance and enforcement shall be governed by and construed in accordance with the laws of the State of Iowa. Section 10.3 -- Assignment. The rights and obligations of Hospice under this Agreement will inure to the benefit of and be binding upon its successors and assigns. Company shall not assign this Agreement without the written consent of Hospice, which shall not be unreasonably withheld. Section 10.4 -- Entire Agreement. This Agreement and all attachments thereto, including any exhibits and schedules, contain the entire understanding between the Parties hereto with respect to the subject matter hereof. This Agreement supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, expressed or implied, oral or written, except as stated herein. Neither this Agreement nor its attachments may be modified or amended other than by an agreement in writing signed by the Parties. Section 10.5 -- Exhibits and Schedules. All exhibits, schedules, addenda or other attachments hereto are hereby incorporated by reference and made a part of this Agreement as though fully set forth herein. Section 10.6 -- Compliance with Laws and Regulations. Notwithstanding anything to the contrary in this Agreement, in the event either Party, in consultation with counsel, develops a good faith concern that continued operation of this Agreement or any activity of the Company or Hospice is in violation of any applicable federal, state, or local law, regulation, order or policy issued under such law, such Party shall immediately notify the other Party in writing of such concern, including the specific activities giving rise to such concern and the reasons therefore. If a method for resolving such concern is not agreed upon within ten (10) days of such written notice, the activities described in the notice shall cease or be appropriately altered until the concern is resolved, and in addition, either Party shall at that time have the right to immediately terminate the Agreement. Section 10.7 -- Changes in the Laws and Regulations. In the event any applicable federal, state or local law or regulation, order or policy issued under any such law is changed (or any judicial interpretation thereof is developed or changed) in a way which will have a material adverse effect in the practical realization of the benefits anticipated by either Party, the adversely affected Party shall notify the other Party in writing of such a change and the effect of the change. Thereafter, the Parties shall enter into good faith negotiations to modify this Agreement to compensate for such change. If an agreement on a method for modifying this Agreement is not reached within thirty (30) days of such written notice, either Party may immediately terminate this Agreement. Section 10.8 -- No Third Party Beneficiaries. This Agreement is entered into by and between Company and Hospice for their benefit. There is no intent by either Party to create, imply or establish a third party beneficiary or status or rights in any person except as expressly set forth in this Agreement, and no such third party shall have any right to enforce, or any right to enjoy, any benefit created or established under this Agreement. IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement by their duly authorized representative on the date first written above. INTRUST D/B/A ALLEN HOSPICE /11 4/ NO By: Date: CITY^ WATERLOO, IOWA By: Ernest G. Clark Ma or 1+1, Date: Exhibit A Ambulance Authorization Form Patient Name Date of Service Waterloo Fire Rescue Allen Hospice (Hospice) herby authorizes the transport of the above named patient from: to By authorizing this transport, Hospice understands that it shall be responsible for payment of the above specified ambulance services to the ambulance company mentioned above. This authorization is specifically limited to ambulance services rendered to and from the above location (s) designated herein on the date mentioned above. Date Signature of Allen Hospice Authorized Representative