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HomeMy WebLinkAboutUnityPoint at Home - Ambulance Services Agmnt - 1/28/19Please return this copy to: City Clerk & Finance Dept. 715 Mulberry St. Waterloo, IA 50703 AMBULANCE SERVICES AGREEMENT THIS AMBULANCES; SERVICE AGREEMENT (the "Agreement") is made by and between UnityPoint at Home dba UnityPoint Hospice ("Hospice") City of Waterloo dba Waterloo Fire Rescue ("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 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 must maintain control and coordination of services provided including the overall professional and administrative responsibility for the referral and acceptance of clients, services provided and manner furnished. Therefore, 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 by qualified personnel 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. Services shall be provided twenty-four (24) hours per day, seven (7) days per week, three hundred sixty-five (365) clays per year. a. Company shall respond to requests for non -emergent services in a timely manner based on a mutually agreed upon schedule. Company shall respond to requests for emergency services in accordance with any applicable laws or regulations. For any previously scheduled request to transport, Company shall arrive at the requested pick up location at the scheduled time. b. Facility expressly understands and acknowledges that Company may be unavailable at times due to high demand, emergencies or other unforeseen circumstances. Company will notify as soon as possible Facility when requests for Company under this Agreement cannot be honored to permit Facility to obtain the services of another provider. Facility understands that, in those instances where Company is unavailable, that Company has no responsibility to arrange or pay for the charges of a substitute provider or to pay Facility the difference, if any, between the contracted rate and the charges of any such substitute provider. c. 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 background checks, including but not limited to licensure, orientation, cornpetencies, criminal background checks, 1 U:\Contracts\Professional Service Agreements\Ambulance and Medical Transport Agreements\City of Waterloo Ambulance Services (still renewing)\City of Waterloo dba Waterloo Fire Rescue- UPAH -Ambulance Services - (2018).docx -Stafford OIG and other applicable exclusion list checks, dependent adult abuse checks, national sex offender registry check, immunizations, OSHA, HIPAA, and medical record requirements on staff who have direct contact with patients or access to patient's medical records. These background checks shall be completed at a minimum of every three (3) years. 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. d. Hospice shall not be liable for patient's personal items that may be transported with the patient during transport. 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: a. All Medicare Conditions of Participation and Performance Standards, as amended or revised; b. All Accreditation Standards and Elements of Performance, as amended or revised; c. All federal, state, and local statutes, regulations and guidelines, as amended or revised; d. All relevant federal and state licensing and certification requirements, as amended or revised; e. Hospice's bylaws, policies, procedures, rules and procurement standards, as amended or revised; and f. Hospice's Compliance Policies, as amended or revised. Section 1.3 - Quality Assessment Performance Improvement Program and Reporting of Alleged Violations a. Company must follow an incident tracking program for patient and employee events as well as patient complaints. Company must report all alleged violations involving mistreatment, neglect, or verbal, mental, sexual and physical abuse, including injuries of unknown source, and the misappropriation of patient property by anyone unrelated to the Hospice immediately to the Hospice and other appropriate authorities. b. The services provided under this Agreement may be monitored as part of the Hospice's Quality Assessment Performance Improvement ("QAPI") program. Incident reports, patient evaluations, chart audits, audits related to this Agreement, and other reviews pursuant to Hospice policies and procedures may be completed to verify compliance with the terms of this Agreement, Hospice policies, and all applicable regulations. Company personnel shall cooperate with the QAPI efforts of the Hospice. 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. 2 U;\Contracts \Professional Service Agreements\Ambulance and Medical Transport Agreements\City of Waterloo Ambulance Services (still renewing)\City of Waterloo dba Waterloo Fire Rescue- UPAH - Ambulance Services - (2018).docx -Stafford 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 to 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 1A - 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. a. Company shall be solely responsible for billing patients and/or third party reimbursement sources (collectively `reimbursement sources") for Services provided to Hospice patients by Company. Company shall keep all payments received from such reimbursement sources it bills as payment in full for Services rendered. b. Hospice shall be financially responsible for the Services provided by Company under this Agreement only when Hospice authorizes Company to bill Hospice for the Services upon providing Company a fully executed Authorization Form, substantially in conformity with Exhibit A attached hereto. c. Services for which Hospice is financially responsible shall be charged according to the current Medicare guidelines and rates unless alternative rates are mutually agreed upon and noted in an attached Exhibit. d. Hospice shall not be liable for any reason for denial of payment to Company by a reimbursement source, including but not limited to lack of medical necessity. e. If for any reason Company has received payment from both a payor and Hospice, Company should reimburse Hospice or payor accordingly for the additional payment. Section 2.2 — invoices. Company shall submit to Hospice within sixty (60) days after the end of each month an invoice for Services rendered to each patient during the previous month for which Hospice is responsible for payment pursuant to Section 2.1. ARTICLE lil TERM AND TERMINATION Section 3A - Effective Date: This Agreement shall become effective on December 15th, 2018 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. 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 3 U:\Contracts\Professional Service Agreements\Ambulance and Medical Transport Agreements\City of Waterloo Ambulance Services (still renewing)\City of Waterloo dba Waterloo Fire Rescue- UPAH - Ambulance Services - (2018),docv - Stafford upon actual receipt of registered or certified mail, postage prepaid, return receipt requested, as set forth below: For Hospice: UnityPoint at Home 11333 Aurora Ave Urbandale, IA 50322 Attn• Contracts For Company: City of Waterloo 425 E 3rd St Waterloo, IA 50703 Attn: Administrator 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 — Termination With or Without Cause. Either Party upon thirty (30) days prior written notice may terminate this Agreement, with or without cause. Section 3.4 - Mutual Termination. This Agreement may be terminated at any time upon the mutual agreement of the Parties. ARTICLE IV INSURANCE Section 4A — 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 or modify any policy of insurance without providing Hospice thirty (30) days written notice. Company shall provide Hospice proof of the foregoing insurance coverage upon request. The insurance required by this paragraph may be provided through self- insurance, commercial insurance or a combination thereof. ARTICLE V EXCLUDED PROVIDER AND INDEMNIFICATION Section 5.1 — Governmental Health Care Programs. Each Party represents and warrants that neither it nor any of its owners employees, affiliates, or subcontractors (collectively its "Agents") are or have been denied Medicare or Medicaid enrollment, have had its Medicare or Medicaid billing privileges revoked, or have been debarred, excluded or terminated from participation, and are not otherwise ineligible to participate, in a "Federal Healthcare Program" as defined in 42 U.S.C. § 1320a-7b(f) or in any other government payment program and/or Medicaid. If either Party or any Agent of the Party should be excluded from participation, or 4 U:\Contracts\Professional Service Agreements\Ambulance and Medical Transport Agreements\City of Waterloo Ambulance Services (still renewing) \City of Waterloo dba Waterloo Fire Rescue- UPAH -Ambulance Services - (2018).docx -Stafford becomes otherwise ineligible to participate in any such program during the term of this Agreement, the Party will immediately, and in no event later than three (3) clays after occurrence, notify the Other Party in writing of the event. Upon the occurrence of the event, whether or not such notice is given to the Other Party, the Other Party may immediately terminate this Agreement without penalty upon written notice to the ineligible Party. In the event of breach by the ineligible Party of the terms of this paragraph, the ineligible Party agrees to indemnify the Other Party for any expense or liability incurred by the Other Party arising from the ineligible Party's breach of its obligations under this paragraph. ARTICLE VI RELATIONSHIP OF PARTIES Section 6A - 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. Section 6.3 — Business Associate. For the services provided pursuant to the terms of this Agreement, both Parties agree that Company is not considered a Business Associate of Hospice. Company is a health care provider and/or a covered entity for HIPAA purposes. Company will be responsible for providing training to its workforce regarding patient confidentiality. In the event that there are additional HIPAA regulations issued or the Department of Health and Human Services issues clarification that makes it clear Company would be a HIPAA covered entity or business associate, the Parties agree at that time, to work together to amend the contract accordingly to ensure Company compliance with HIPAA regulations. 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. 5 U:\Contracts\Professional Service Agreements\Ambulance and Medical Transport Agreements \City of Waterloo Arnbulence Services (still renewing)\City of Waterloo dba Waterloo Fire Rescue- UPAH - Ambulance Services - (2018),docx - Stafford 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 7A 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, sexual orientation, 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 X 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 6 U:\Contracts\Professional Service Agreements\Ambulance and Medical Transport Agreements\City of Waterloo Ambulance Services (still renewing)\City of Waterloo dba Waterloo Fire Rescue- UPAH - Ambulance Services - (2018).docx -Stafford 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 103 - 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. UNITYPOINT AT HOME dba CITY OF WATERLOO dba WATERLOO UNITYPOINT HOSPICE FIRE RESCUE By. iliL .gC Printed: Marissa Smith Its: VP/Chief Compliance Officer Date: December 51h, 2018 7 By: r-ty Printed: ylectA-cr Its: vkik y Date: i t)) --B f I U:\Contracts\Professional Service Agreements\Ambulance and Medical Transport Agreements\City of Waterloo Ambulance Services (still renewing)\City of Waterloo dba Waterloo Fire Rescue- UPAH -Ambulance Services - (2018),docx - Stafford Exhibit A Ambulance Authorization Form Patient Name Date of Service (Company) UnityPoint 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. Signature of Hospice Authorized Representative 8 Date U:\Contracts\Professional Service Agreements \Ambulance and Medical Transport Agreements\City of Waterloo Ambulance Services (still renewing)\City of Waterloo dba Waterloo Fire Rescue- UPAH - Ambulance Services - (2018).docx - Stafford U:\Contracts\Professional Service Agreements\Ambulance and Medical Transport Agreements\City of Waterloo Ambulance Services (still renewing)\City of Waterloo dba Waterloo Fire Rescue- UPAH -Ambulance Services - (2018).docx - Stafford