HomeMy WebLinkAbout20130589.tiff1'OUDRE VALLEY HEALTH SYSTEM
VIA HAND DELIVERY
February 13, 2013
Monica Daniels -Mika
Clerk to the Board of County Commissioners
1150 O Street
P.O. Box 758
Greeley, Colorado 80632
Telephone: (970) 336-7215, ext. 4225
RE: Appeal of Denial of Ambulance Service License Application
Submitted by Poudre Valley Hospital EMS;
Reply to Weld County Department of Public Health & Environment
Statement of Position
Dear Ms. Daniels -Mika:
In accordance with Weld County Code See. 7-2-140, and at the direction of the Weld
County Attorney, Poudre Valley Hospital EMS ("PVH") hereby submits its Reply to the Position
Statement submitted by the Weld County Department of Public Health & Environment (the
"Department") on February 6, 2013:
BACKGROUND
On December 2I, 2012, the Department denied PVH's Ambulance Service
License Application (the "Application") on the ground that PVH did not maintain a primary base
of operation in Weld County and that PVH did not provide primary care in Weld County
pursuant to an agreement or contract with Weld County.
[I. On January 21, 2013, PVH appealed that denial to the Weld County Board of
County Commissioners in accordance with Weld County Code Sec. 7-2-140 (the "Appeal").
[l1. On January 30, 2013, the Weld County Attorney directed PVH to file this Reply
to the position statement filed by the Department on or before February 13, 2013.
Malcolm Baldrige
National Quality award
J
008 Award Redplent
2013-0589
2315 East Harmony Road, Suite 200 • Fort Collins, Colorado 80528 • Phone. (970) 237-7030 • Fax: (970) 237-7093 • www.pvhs. org
/74 DDs/
IV. On February 6, 2013, the Department filed its position statement responding to
PVII's Appeal. In its statement, the Department acknowledged that PVI-1 has established a
primary base of operations for its Weld County ambulance service within Weld County and
therefore satisfied the "primary base of operation" prerequisite to ambulance licensure.
V. The Department also noted, however, that PVH did not include copies of
agreements PVH has entered into to provide emergency medical services to Johnstown Fire
Protection District, Milliken Fire Protection District, and Windsor -Severance Fire Protection
District with its Appeal. The Department stated that "[h]ad PVII EMS provided an agreement or
contract with a Fire District or municipality, the Department would consider this deficiency to be
satisfactorily addressed." The Department did not explain what "deficiency" it was referring to.
VI. The Department further stated that it "does not consider Mutual Aid agreements
adequate to fulfill this deficiency."
VII. The Department then recommended that the County Commission issue PVH
Tier I license with a condition limiting emergency medical service to Mutual Aid response."
ARGUMENT
PVH has .satisfied the "primary base of operation" prerequisite and is therefore entitled
to an ambulance service license.
1. As PVH set forth in its Appeal, it has established a primary base of operation for
its Weld County ambulance service at 6906 Tenth Street in Greeley, Colorado — an address
located within Weld County.
2. At the time PVH submitted its Application, the Weld County ambulance licensing
ordinance (the "Ordinance") stated that an ambulance service license "shall issue only to
ambulance services whose primary base of operation is located in the County or whose
operation includes providing primary care in the County." See Weld County Code Sec. 7-1-
30 (emphasis added).
3. After PVH submitted its Application and filed its Appeal, the County
Commission amended the Ordinance to provide fbr a three -tiered licensing structure. A Tier
I license authorizes an ambulance service to provide "Primary Care" as defined in Code Sec.
7-1-30. That section defines "Primary Care" as "the initial response and care for emergency
medical services, by an ambulance service whose primary base of operation is located in
Weld County, or who has a contract or agreement with Weld County, a Weld County
municipality, or a district operating within Weld County, to provide emergency medical
services." See Code Sec. 7-1-30 (as amended).
4. Under either the pre -amended or the amended version of the Ordinance, PVH
is entitled to an ambulance service license because, as the Department acknowledged, PVH
has a primary base of operation for its ambulance service located in Weld County.
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5. Neither the pre -amended nor the amended version of the Ordinance requires
both a primary base of operation located in Weld County and a contract or agreement to
provide emergency medical services within Weld County. Rather, both the pre -amended and
the amended Ordinances require that an ambulance service license applicant satisfy one or
the other prerequisite.
6. Therefore, because PVH satisfies one of the two alternative prerequisites to
ambulance licensure under both the pre -amended and amended versions of the Ordinance, it
is entitled to an unrestricted ambulance service license.
PVH has satisfied the "contract or agreement" prerequisite and is therefore entitled
to an ambulance service license.
7. Nothing in Weld County Code Sec. 7-2-90, entitled "Application
Requirements," places an applicant for an ambulance service license on notice that it is
required to submit contracts or agreements through which it provides emergency medical
services within Weld County as part of its application.
R. Likewise, nothing in the ambulance service license application or the
accompanying instructions that Weld County provided to PVII directed PVH to describe or
provide copies of any contract or agreement to provide emergency medical services within
Weld County.
9. The Department's position statement is the first indication PVII has received
of such a requirement.
10. Thus, in satisfaction of the Department's request, PVH has attached copies of
the agreements it has entered into with Johnstown Fire Protection District, Milliken Fire
Protection District, and Windsor Severance Fire Protection District (the "Fire Districts") for
the provision of emergency medical services to districts located and operating within Weld
County. See Exhibit 1 (PVH-Johnstown Agreement); Exhibit 2 (PVH-Milliken Agreement);
Exhibit 3 WW1 -Windsor Severance Agreement).
I. As set forth above, the pre -amended version of the Ordinance required that an
ambulance service license applicant locate a primary base of operation in Weld County or
provide emergency medical services through one contract or agreement, See Weld County
Code Sec. 7-1-30 (unamended). The amended version of the Ordinance specifies that such a
contract or agreement may be with a district, such as the Fire Protection Districts, operating
within Weld County. See Weld County Code Sec. 7-1-30 (definition of "Primary Care," as
amended).
12. Under both the pre -amended and amended versions of the Ordinance, PVII is
entitled to an unrestricted ambulance service license because it has entered into agreements
with each of the Fire Districts to provide emergency medical services. Therefore,
irrespective of the primary base of operation for its Weld County ambulance service, PVH
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satisfies the "contract or agreement" prerequisite and should be issued an unrestricted
ambulance service license in accordance with its Application.
PVII applied for, and should receive, an ambulance service license without limiting
conditions.
13. Despite acknowledging that PVII satisfies one of the two alternative
prerequisites to ambulance licensure, the Department recommended that PVII receive "a Tier
1 license with a condition limiting emergency medical service to Mutual Aid response."
14. Neither the pre -amended nor the amended Ordinances authorize the Commission
to impose such a condition on an ambulance service license granted to an applicant that satisfies
either the "primary base" or the "contract or agreement" prerequisites.
15. Rather, the Ordinance provides that an ambulance service license is a non-
exclusive authorization to operate an ambulance service within the County. See Weld County
Code Sec. 7-1-30. Nothing in this definition, or any other provision of the applicable Ordinance,
contemplates or authorizes the license limitation the Department has recommended.
16. Given that PVH applied for, and satisfies both of the prerequisites for, an
ambulance service license, there is no basis for the Department's recommendation that the
license issued to PVH be limited to "Mutual Aid" response. The Commission should therefore
grant PVH's Application and issue it an unlimited ambulance service license.
CONCLUSION
PVII disputes the Department's apparent assertion that its pending Application, and
related Appeal, are subject to the amended Ordinance, rather than to the Ordinance in effect at
the time PVH submitted its Application. See, e.g., Colo. Const. Art. II, § 11 (no law with
retrospective effect shall be passed); C.R.S. § 2-4-202 (statutes presumed prospective in
application); Jackson v. Colorado, 966 P.2d 1046, 1051-52 (Colo. 1998) (as general rule,
retroactive application of law is highly disfavored; unless contrary intent is manifest, courts
presume law is prospective in application); City of Golden v. Parker, 138 P.3d 285, 289 (Colo.
2006) (prohibition against retroactive state laws applies equally to local government).
PVH further disputes the Department's interpretation of the pre -amended and amended
Ordinances to require that PVH both locate a primary base of operation in Weld County and
provide emergency medical services through a contract or agreement. Neither version of the
Ordinance can be read to impose such a requirement. Rather, both the pre -amended and the
amended versions of the Ordinance expressly require that PVH satisfy one, or the other.
prerequisite — not both.
PVH agrees with the Department that it satisfies the "primary base" prerequisite to
licensure. Moreover, PVII has demonstrated, in both its Appeal and in this Reply, that it also
satisfies the "contract or agreement" prerequisite under both the pre -amended and the amended
Ordinances.
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Finally, PVH disputes the Department's recommendation that it receive a Tier I license
limited to "Mutual Aid response." Nothing in the Ordinance authorizes such a limitation,
particularly with respect to an applicant that, like PVH, has satisfied both of the expressly stated
licensing prerequisites.
Therefore, given that PVH satisfies each of the prerequisites to licensure under both the
pre -amended and amended Ordinances, it respectfully requests the Commission to grant its
Application for an ambulance service license without limiting conditions.
Respectfully submitted this 13th day of February 2013.
POUDRE VALLEY HOSPITAL EMS
By:
cc: Mark C. Wallace, MD, MPl-I
Weld County Attorney
5
Amy Kolezak
Senior Associate General Counsel
Poudre Valley Hospital
EXHIBIT ONE
Poudre Valley Hospital -Johnstown Fire Protection District
Ambulance Services Agreement
AMBULANCE SERVICES AGREEMENT
THIS AMBULANCE SERVICES AGREEMENT is entered into on January 26_, 2013, to be
effective as of 120 days from the entrance into the agreement (the "Effective Date") by and
between POUDRE VALLEY HEALTH CARE, INC. D/B/A POUDRE VALLEY HOSPITAL, a
Colorado non-profit corporation ("PVH") and JOHNSTOWN FIRE PROTECTION DISTRICT, a
Colorado Title 32 special district ("Johnstown`).
A. PVHS is engaged in the business of operating Poudre Valley Hospital, an acute care
hospital with its principal place of business at 1024 South Lemay Avenue, Fort Collins,
Colorado (the "Hospital" or "PVH"). PVH provides emergency medical services at medical
incidents to patients in Larimer and Weld Counties through its ambulance services.
B. Johnstown has the authority under Colorado Secs 32-1-103(7), C.R.S. and 32-1-
1002(1)(e)(I), C.R.S. to provide for ambulance services to patients in its district. Pursuant
to these statutes, Johnstown desires to contract with PVH for qualified personnel to provide
emergency medical services as part of ambulance services ("Contract Services").
C. PVH has the staff and equipment to provide the requisite Contract Services to Johnstown.
D. The parties desire to enter into this Agreement in order to provide a full statement of their
respective responsibilities in connection with the delivery of services from PVH to
Johnstown.
ACCORDINGLY, PVH and Johnstown agree to the following:
1. JOINT RESPONSIBILITIES
1.1 No Johnstown employee shall be deemed to be an employee of PVH, nor shall any
employee of PVH be deemed to be an employee of Johnstown.
1.2. Both parties shall work collaboratively to ensure the most efficient use of the
resources at the scenes of medical requests for services. Both agencies shall
ensure that they work from a similar standard operating procedure with the goals of
high quality and efficient patient care as well as safety of all responders.
1.3 Both parties shall work together to obtain and maintain current mutual aid
agreements from surrounding agencies.
1.4 Both parties shall work in conjunction to ensure that customers receive the highest
quality care and that patients are satisfied with such care. Both parties shall work
towards quantifying levels of customer satisfaction.
2. PVH RESPONSIBILITIES
2.1 Vehicles: PVH agrees to transfer ownership of one ambulance and one command
vehicle (see 2.1.1) to Johnstown. PVH agrees to pay for all maintenance on the
vehicle for the remainder of the 2013 calendar year. As of January 1, 2014 all
maintenance and any replacement costs for ambulances will be the sole
responsibility of Johnstown. The balance of the extended warranty on the
ambulance chassis will be transferred to Johnstown. In exchange for the transfer of
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ownership, PVH will receive crew quarters and bay space in the Johnstown fire
station for the five year term of the agreement.
2.1.1 Med 14 2008 Ford F-350 XLT with Frazer Type I Generator Powered
Module VIN- 1FDWF36R58EB25618, 2004 Dodge Ram 1500 Pick-up
w/topper VIN- 1D7HU18D245617775
2.2 Crew: PVH agrees to provide the following personnel to be deployed:
2.2.1 Standard Deployment Level 3 call.
2.2.1 (a) Windsor Station 1 (located at 100 N. 71" Street) ALS Primary
Response Ambulance
2.2.1 (b) Windsor Station 1- Single Resource Captain Ambulance
2.2.1 (c) Milliken Station (located at 101 S. Irene Ave) 1- ALS Primary
Response Ambulance
2.2 2 Single Response Level 2 call:
2.2.2 (a) Either primary Ambulance responds to 911 call
2.2.2 (b) Windsor ALS Primary Response Ambulance flexes to open district
(if initial call was in Milliken/Johnstown District).
2.2.3 Double Response Level I call:
2.2.3 (a) Remaining Ambulance will post in Iron Mountain Area
2.2.4 Triple Response
2.2.4 (a) Mutual Aid Agreement with PVH EMS (Fort Collins) or Thompson
Valley EMS or Banner Northern Colorado Medical Center paramedic services.
2.2.5 Additional Resources to be Concerned:
2.2.5 (a) 40 hour supervisor (single response capability in a non -transport
capable vehicle)
2.3 Response Area: The Response Areas for the Johnstown district shall be divided
into three areas, the "Urban Response Area", the "Suburban Response Area" and
the "Rural Response Area". The Urban Response Area is defined as the area
encompassed by North by WCR 52, East by the border between Johnstown and
Milliken Fire Protection District (approx. HWY 257), South by WCR 42, and West by
WCR 13 and I-25. The Suburban Response Area is defined as Northmoor Area and
includes the area encompassed by North by WCR 44, East by WCR 13, South by
WCR 42, by West WCR 11 and the area West of I-25 within the Johnstown Fire
Protection District, including the Gateway Industrial Development. The Rural
Response Area is considered all areas not defined by The Urban Response Area
and The Suburban Response Area but in the Johnstown district. Areas within the
Johnstown FPD that lie within the Thompson Valley EMS district shall not be
included in the defined response area.
2.4 Response Time Expectations: Response Time is defined as the time period
between when the ambulance first gained enough information to respond (i.e.
dispatch time) and the time a properly equipped and staffed unit arrives at the
scene defined as "wheels stopped". PVH agrees that the Response Time for the
Urban Response Area shall be eight minutes and fifty-nine seconds (8•59) or less in
ninety percent (90%) of Emergent Calls. Emergent calls are defined as calls as
defined by Emergency Medical Dispatch Protocols; i.e. Echo, Delta, Charlie or
Emergency Medical Dispatch Designation. PVH agrees that the Response Time for
the Suburban Response Area shall be eleven minute and fifty-nine seconds (11:59)
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or less in ninety percent (90%) of Emergent Calls. PVH agrees that the Response
Time for the Rural Response Area shall be nineteen minutes and fifty-nine
seconds or less in ninety percent (90%) of Emergent Calls. In the event of a
Concurrent Response, defined as any additional call for service while the primary
ALS ambulance is assigned to a request for service or released up till 15 minutes
after arrival at a receiving facility if transported.
2.5 Exemption to Response Times: If the Response Times exceed the defined
Response Times in Section 2.4, PVH may apply for a Concurrent or Surge
Exemption and it will be granted if PVH can demonstrate:
2.5.1 It meets the definition of a Concurrent Request
2.5.2 There are no lost unit hours during the timed period
2.5.3 lime on Task at receiving facility does not exceed agreed terms. Time on
task includes all time from dispatch up to 15 minutes after arrival at a receiving
facility if trasported as defined in section 2.7.
2.5.4 The Deployment Plan was followed. Deployment plan shall adjusted by
representatives of Johnstown and PVH as necessary.
2.5.5 There were no routing delays
2.5.6 PVH can demonstrate a continuing effort to mitigate late responses.
2.6 Weather and other exemptions to Response Times: A blanket exemption may be
granted by the Fire Chief or his/her delegate for the following:
2.6.1 Individual Weather Exemption: May be requested by the crews responding
on the basis of road/weather conditions (i.e. poor visibility or icy roads. etc.). This
request must be made by the crew to the dispatch services.
2.6.2 Train or other unexpected road closure.
2.6.3 Bad address or other inaccurate dispatch information out of the control of
the responding crew.
2.7 Time on Task: PVH shall complete patient turnover and ambulance clean/restock
within fifteen (15) minutes and be en -route back to its assigned district. This time on
task may be extended depending on extenuating circumstances (i.e. Full Trauma
Teams, Cardiac Arrest, etc...) Crew will detail this information.
2.8 Education: PVH agrees to provide continuing medical education (CME) to the staff
al Johnstown. Topics will include all CME required to complete the National
Registry recertification. PVH agrees to provide the following courses: Pre -Hospital
Trauma Life Support, Pediatric Education for F're-Hospital Professionals, and
Advanced Medical Life Support thru UCH clinical Education Department; course
tuition for all classes will be covered by the Northeast RETAC provided funds are
available.
2.8.1 All PVH EMS Personnel assigned to Johnstown will maintain Colorado
Department of Public Health and Environment Certification, National Registry
Certification as well as Pre -Hospital Trauma Life Support, Advanced Medical Life
Support and Pediatric Advanced Life Support or equivalent course within 1 year.
2.9 Make available PVH Ambulance Driver Training to Fire Personnel.
2.10 National Registry Affiliation: Johnstown employees who maintain National Registry
certification will be encouraged to affiliate with PVH EMS to ease the process of
recertification.
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2.11 Key Performance Indicators: PVH agrees to comply with the Key Performance
Indicators as described on Exhibit A attached and incorporated into this Agreement.
2.12 Quality Assurance and Quality Indicators: PVH shall conduct regular Quality
Assurance of EMS Patient Care Reports. PVH will also conduct frequent After
Action Reports to improve continuity of patient care. PVH shall conduct targeted
reviews of certain call types across the service areas based on services provided
(i.e. spinal immobilization, pain management, etc.) These reviews will be used to
ensure that care delivered to Johnstown meets and exceeds nationally accepted
benchmarks.
2.13 Medical Supplies: PVH shall provide durable medical equipment for each
ambulance under this Agreement. The durable medical equipment to be Examples
of equipment provided includes: (I) cot, (ii) monitor/defibrillator, (iii) stair chair. (iv)
suction, (v) split boards, (vi) road safety driver monitoring system, (vii) laptop to be
used for Computer Aided Dispatch (CAD) purposes and any other durable medical
equipment required by stale, county or local statutes. PVH shall provide disposable
medical supplies used by Johnstown on calls for service to include any disposable
supply, which is currently stocked on the ambulance. PVH shall provide medical
oxygen used on calls for service. PVH shall insure oxygen cylinders will be
delivered to stations where PVH crews are quartered and PVH crews shall trade
out empty cylinders with Johnstown crews.
2.14 Crew Station Duties: PVH agrees to insure that the crew performs the station duties
as a member of the team and as a resident of the station. The PVH EMS Captain
shall insure that the EMS crew completes all duties.
2.15 Communications. PVH shall purchase and maintain 800mHz pack -sets for each
ambulance. Serious communications issues shall be identified by the oversight
committee and addressed.
2.16 Fuel for Vehicles. PVH is responsible for fuel necessary to operate vehicles deeded
by PVH to Johnstown for the duration of the agreement.
2.17 PVH shall provide a Certificate of Insurance to Johnstown upon request. The
Certificate of Insurance shall provide proof of:
a. general liability;
General liability coverage shall be for not less than $1.000,000 (one million dollars)
per occurrence and $3,000,000 (three million dollars) per aggregate. PVH
employees are not entitled to Worker's Compensation benefits from
Johnstown.
2.18 PVH shall abide by the terms of the Business Associate Agreement as attached
and incorporated herein as Exhibit B.
2.19 PVH personnel assigned to Johnstown shall respond in Johnstown's ambulance to
the scene of a medical incident as directed by either Johnstown or a dispatch center. If
patent transport is warranted, PVH personnel shall operate Johnstown's ambulance to
effect such transport. Johnstown personnel shalt normally not be utilized as ambulance
attendants or drivers except when unusual circumstances warrant such duties.
Page 4
3. JOHNSTOWN RESPONSIBILITIES
3.1 Performance problems of PVH employees placed with Johnstown will be
documented and reported to PVH immediately.
3.2 Johnstown shall be responsible for providing suitable living and workspaces at their
station as well as bay space for parking the ambulance. These include, equipment,
furniture, connectivity, phone, etc. The parties agree to work together to provide
connectivity to the PVH intranet or other network connectivity.
3.3 Johnstown shall ensure PVH has an 800mHz letter of permission to operate on
their channel as well as appropriate dispatch software installed on each ambulance
laptop.
4. INDEMNIFICATION
4.1 Johnstown agrees to indemnify, defend, and hold harmless PVH from and against
any and all claims, judgments, costs, liabilities, damages, and expenses, including
attorney fees whatsoever arising from any acts or omissions in the provision of
services by Johnstown under this Agreement.
4.2 PVH agrees to indemnify, defend, and hold harmless Johnstown from and against
any and all claims, judgments, costs. liabilities, damages, and expenses, including
attorney fees whatsoever arising from any acts or omissions in the provision of
services by PVH's employees under this Agreement.
5. PAYMENT AND BILLING.
Beginning on the Effective Date, PVH agrees to pay Johnstown twenty four cents
(80.24) per mile, payable annually.
6. TERM AND TERMINATION
6.1 The term of this Agreement shall be from the Effective Date through December 31,
2018.
6.2 This Agreement may be terminated without cause by PVH or Johnstown upon 30
(thirty) days written notice of termination to the other party.
6.3 Johnstown may terminate this agreement immediately when quality of care or
patient safety is deemed by Johnstown to be at unreasonable risk due to acts or
omissions by PVH.
6.4 This Agreement may not be assigned, delegated or transferred by either party
without the written consent of the other.
6.5 This Agreement may not be modified, except by written agreement executed by the
Parties. provided if PVH deems modification necessary to comply with IRS
requirements, 42 U.S.C. 1320a -7b or 42 U.S C. 1395nn or other applicable laws,
Page 5
PVH may modify this Agreement to the extent necessary to comply with the
applicable law.
7. REGULATORY COMPLIANCE
7.1 OBLIGATION SUBJECT TO ANNUAL APPROPRIATION. In so far as the financial
obligations of the District as contained herein may be deemed to be multi -year
financial obligations under Article X, Section 20 of the Colorado Constitution, such
obligations shall be subject to annual appropriation of funds by the Johnstown
governing board. Notwithstanding anything herein to the contrary, in the event of
non -appropriation, Johnstown shall have the right to terminate this Agreement at
the end of its then current fiscal year without penalty or other legal consequence.
Notice of such intended non -appropriation shall be given by Johnstown at the
earliest possible point in time during the preparation of its annual budget for the
ensuing fiscal year, but in no event less than December 1 of the then current fiscal
year.
7.2 In performing this Agreement, the parties agree to comply with all applicable state
and federal laws. This Agreement shall be construed in accordance with the laws
of the State of Colorado.
8. Independent Contractor Relationship
8.1 In performance of this Agreement, it is mutually understood and agreed that the
PVH is at all times acting and performing as an independent contractor for the
contract services. PVH will determine the method, and means of performing the
Contract Services. The sole interest and responsibility of Johnstown is to ensure
that the Contract Services shall be in accordance with applicable law, recognized
standards of professional practice and the terms of this Agreement.
8.2 PVH shall have the right to perform the Contract Services for individuals or entities
other than Johnstown during the term of this Agreement.
9. Access to Documentation
For the purpose of implementing Section 1861 (v)(1)(I) of the Social Security Act, as
amended, and any written regulations thereto, Johnstown agrees to comply with statutory
requirements governing the maintenance of documents to verify the cost of services
rendered under this Agreement as follows:
9.1 Until the expiration of four years after the furnishing of such services pursuant to
this Agreement, Johnstown shall make available, upon written request to PVH
and/or the Secretary of Health and Human Services, or upon request to the
Comptroller General, or any of their duly authorized representatives, the contracts,
books, documents and records of such Johnstown that are necessary to certify the
nature and extent of such costs, and;
10. Notice
All notices and other communications that either party may desire or may be required to
deliver to the other party may be delivered in person or by depositing the same in the
Page 6
United States mail, postage prepaid, certified or registered mail, or by electronic facsimile,
addressed or delivered as follows:
If to PVHS:
Attention: President/CEO
Poudre Valley Hospital
1024 South Lemay Avenue
Fort Collins, CO 80524
FAX (970) 495-7663
With a copy to:
PVHS Legal Department
2315 E. Harmony Rd., Ste. 200
Fort Collins, CO 80528
Fax: (970) 237-7094
If to Johnstown:
Fire District:
Johnstown Fire Protection District
Attn. Fire Chief
100 Telep
Johnstown, CO 80534
Either party may change the address to which notices are to be delivered by giving notice herein
provided. Any notice shall be deemed to have been given if hand delivered or sent by electronic
facsimile, as of the date delivered or transmitted, or if mailed as provided herein, on the third day
after mailing.
11. Governing Law
This Agreement shall be governed by and construed under the laws of the State of
Colorado.
12. Modification and Waiver
This Agreement can be amended only with a written agreement executed by the parties at
the time of the modification. No breach of any provision hereof can be waived unless in writing.
Waiver of any one breach of any provision hereof shall not be deemed a waiver of any other
breach of the same or any other provision hereof.
13. Severabiiity
If any one or more of the terms, provisions, promises, covenants or conditions of the
Agreement or the application thereof to any person or circumstance shall be adjudged to any
extent invalid, unenforceable, void or voidable for any reason whatsoever, by a court of competent
jurisdiction, or shall be determined by the ruling or interpretations of a Governmental agency or
new legislation, to cause either party to perform an act which threatens its governmental provider
or tax status, then such terms shall be deemed stricken from this agreement, and each and all of
the remaining terms, provisions, promises, covenants and conditions of this Agreement or their
application to other persons or circumstances shall not be affected thereby and shall be valid and
enforceable to the fullest extent permitted by law. Notwithstanding the aforesaid, should the
severance have the effect of materially altering the meaning of this Agreement, this Agreement
shall be void.
14. Interpretation
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No provision in this Agreement is to be interpreted for or against any party because that
party or that party's legal representative drafted such provision.
15. Disclosure
Neither party to this Agreement will disclose to anyone, without the other party's prior
written permission, the nature or content of any oral or written communication, or any
information gained from the inspection of any record(s) or document(s) submitted to each
party under this Agreement, including the terms of this Agreement, information obtained
from corporate or personal records or documents, and neither party will permit inspection
of any papers or documents related to this engagement without the other party's prior
written consent.
16. Assignment
Neither party may assign this Agreement without the prior written consent of the other
party.
17. Entire Agreement
This Agreement embodies the entire agreement and understanding between the parties
with respect to the subject matter of this Agreement and supersedes all prior and
contemporaneous oral and written agreements with respect hereto.
Page 8
IN WITNESS HEREOF, the Parties have caused this Agreement to be executed by their
authorized officers as evidenced by their signatures below.
For "Johnstown":
By:
Date: ( —ea 6-r71°l3
TAX/SS ID Number:
(Please provide W-9', this document can be found at hltp:Hlwvw.irs.00v/pub!irs-pdf/fw9.Ddf)
Stale. of Colorado
City of
Countyol
The foregoing instrument was acknowledged before me on this•c711L
L.Y EgYA CC (name).
(Notary
)
iC1.3_
(Commis mnE p;reton Date)
day of 1 ilocil 2Cf3by
(Notary Sea')
FOR POUDRE VALLEY HEALTH CARE, INC.
D/B/A POUD E VALLEY HOSPITAL
1I/
By:
HE, President/CEO
Po .•r; Val -y Hospital
Date
Slate of Colorado
City of Cti .t l,iil c:_
County o'__ Lo..v � InG r
Cr -
The foregn.ng cs Vumont was acknowiodaed before nib on Iris — 0 any of Ja t \ 2J_. 'hy
6'�11��(/(/%[f��l(//_/ (nam/�e) �/
1,O13L r�(�f 1I 4. C_2(ATtC 1 3
(Notary Signature)
ttjijr;oi4-I
(Commission Expiration Date)
f Notary Seal)
Page 9
My Coa11 a1 Expires o&31rta
EXHIBIT A
Key Performance Indicators
Key Performance Indicators (KPI) will be reported to an oversight board on a monthly basis and
annual basis, KPIs to be reported shall include:
Requests for Service: A report outlining requests for service, sorted by call type
Response Times: see Section 2.4 and 2.5 for specific standards
Destination Report: A report outlining Hospital Destinations
Training: A report of all education and training provided to the Johnstown staff.
After Action Reports: A report of an after actions reports conducted by PVH crew and Johnstown
staff.
Additional Activities: A report of additional activities to include; Fire Standbys, Community
Paramedicine Activities, Special Event Coverage. etc
Average Call Costs: A report of geographically adjusted call costs will be presented.
Communications: Communication issues
Page 10
EXHIBIT B
BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement ("Agreement") is effective this 15th day of May 2013
("Effective Date"), by and between JOHNSTOWN FIRE PROTECTION DISTRICT
("JOHNSTOWN") and POUDRE VALLEY HEALTH CARE, INC., D/B/A POUDRE VALLEY
HOSPITAL a Colorado non-profit corporation ("Business Associate")..
RECITALS
WHEREAS, the parties have executed an agreement or agreements whereby Business
Associate provides independent contractor services to JOHNSTOWN, and Business Associate
receives, has access to or is subject to the federal regulations issued pursuant to the Health
Insurance Portability and Accountability Act ("HIPAA") and codified at 45 C.F.R, parts 160 and 164
("HIPAA Rules");
WHEREAS, the HIPAA Rules require JOHNSTOWN to enter into a contract with Business
Associate in order to mandate certain protections for the privacy and security of Health
Information, and those Regulations prohibit the disclosure to or use of Health Information by
Business Associate if such a contract is not in place;
WHEREAS. Business Associate acknowledges that effective January 1, 2010, as a
business associate, it is responsible to comply with the HIPAA Security and Privacy regulations
pursuant to Subtitle D of the Health Information Technology for Economic and Clinical Health Act
(HITECH), including Sections 164.308, 164.310, 164.312 and 164.316 of title 45 of the Code of
Federal Regulations.
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as
follows:
DEFINITIONS
1.1 "Disclose' and "Disclosure" mean, with respect to Health Information, the release, transfer,
provision of access to, or divulging in any other manner of Health Information outside Business
Associate's Internal operations or to other than its employees.
1.2 'Health Information" means information that (i) relates to the past. present or future
physical or mental health or condition of an individual; the provision of health care to an individual,
or the past, present or future payment for the provision of health care to an individual; (ii) identifies
the individual (or for which there is a reasonable basis for believing that the information can be
used to identify the individual); and (iii) is received by Business Associate from or on behalf of
JOHNSTOWN, or is created by Business Associate, or is made accessible to Business Associate
by JOHNSTOWN.
1.3 "Individually Identifiable Health Information" shall mean information that can be used to
identify the individual, such as a name or social security number.
1.4 "Protected Health Information" shall mean Health Information and Individually Identifiable
Health Information in any medium whether electronic or otherwise.
Page 11
1.5 "Security Incident" shall mean the attempted or successful unauthorized access, use
disclosure, modification, or destruction of information or interference with system
operations in an information system.
1.6 'Security Rules' shall mean the security standards for the protection of electronic protected
health information at 45 CFR Part 164, Subpart C and amendments thereto.
1.7 "Services" has the same meaning as in the Services Agreement.
1.8 'Use' or "Uses" mean, with respect to Health Information, the sharing, employment,
application, utilization, examination or analysis of such Information within Business
Associate's internal operations.
1.9 All capitalized terms not defined in this section shall have the meanings ascribed to them in
45 C.F.R. Part 160 and Part 164, subparts A and E pursuant to the Health Insurance
Portability and Accountability Act of 1996.
OBLIGATIONS OF BUSINESS ASSOCIATE
2.1 Permitted Uses and Disclosures of Health Information. Unless otherwise specifically
provided in this Agreement or authorized in writing by JOHNSTOWN, and except as required or
permitted by law, Business Associate hereby agrees (a) to keep all PHI confidential and in Its
possession except as necessary to provide the services under the Services Agreement; (b) to
restrict access to PHI to those employees of Business Associate or other workforce members
under the control of Business Associate who are actively and directly participating in providing the
Services and who need to know such information in order to fulfill such responsibilities ("Business
Associate Representatives"); (c) not to copy or duplicate any PHI except as necessary to provide
the services under the Services Agreement; (d) to treat any and all copies of, and notes,
memoranda, analyses, compilations, abstracts, synopses, studies of other material produced from
PHI as PHI; (e) to communicate only with the authorized representatives of PVHS concerning PHI;
(1) not to use any PHI for any purpose other than the purpose for which such PHI was provided in
connection with providing the services under the Services Agreement: and (g) not to use PHI in
any manner that would violate the HIPAA Rules if JOHNSTOWN were providing the services
under the Services Agreement or in any other manner that may be detrimental to JOHNSTOWN.
2.2 Uses and Disclosures of PHI for Business Associate Operations. Business Assodate may
use PHI, if necessary, for the proper management and administration of Business Associate or to
carry out the legal responsibilities of Business Associate. Business Associate may disclose PHI
for its proper management and administration or to carry out its legal responsibilities if the
disclosure is required by law, or if Business Associate obtains reasonable written assurances from
the Person to whom PHI will be disclosed that: (a) PHI will be held confidentially and used or
further disclosed only for the purpose for which it was disclosed to such Person or only as required
by law; and (b) such Person will notify Business Associate of any instances of which it becomes
aware in which the confidentiality of PHI was breached.
2.3 Adequate Safeguards for Health Information. Business Associate warrants that it shall
implement and maintain appropriate administrative, physical and technical safeguards in
compliance with the HIPAA Rules and any other relevant laws or regulations to prevent the Use or
Page 12
Disclosure of Health Information in electronic or any other form that it creates, receives, maintains
or transmits under this Agreement, in any manner other than as permitted by this Agreement.
2.4 Reporting Non -Permitted Use or Disclosure. Business Associate shall report to
JOHNSTOWN each Use or Disclosure that is made by Business Associate, its employees,
representatives, agents or subcontractors that is not specifically permitted by this Agreement,
including any Security Incident involving Health Information as required by the Security Rules.
The initial report shall be made by telephone call to the appropriate representative at
JOHNSTOWN within forty-eight (48) hours from the time the Business Associate becomes aware
of the non -permitted Use or Disclosure, followed by a full written report to the Privacy Officer no
later than ten (10) business days from the date the Business Associate becomes aware of the
non -permitted Use or Disclosure. Business Associate shall take (i) prompt corrective action to
cure any such deficiencies and (ii) any action pertaining to such unauthorized disclosure required
by applicable federal and state laws and regulations.
2.5 Business Associate's Notification. Business Associate's notification to JOHNSTOWN
pursuant to Section 2.4 of this Agreement shall include the following:
• Identification of the nature of the non -permitted use or disclosure of other breach;
• Identification of the PHI used, accessed or disclosed:
• Identification of who made the non -permitted use or received the non -permitted
disclosure;
Identification of what corrective action Business Associate took or will take to
prevent further non -permitted uses or disclosures:
Identification of what Business Associate did or will do to mitigate any negative
effect of the non -permitted use or disclosure; and
• Provide such other information, including a written report, as JOHNSTOWN may
reasonably request.
2.6 Sub -Contractors and Agents. Business Associate will ensure that any and all Persons who
have access to PHI by or through Business Associate, including (wilhout limitation) the Business
Associate Representatives, agrees to the same restrictions and conditions that apply to Business
Associate hereunder.
2.7. Availability of Internal Practices, Books and Records to Government Agencies. Business
Associate agrees to make its internal practices, books and records relating to the Use and
Disclosure of Health Information available to the Secretary of the federal Department of Health
and Human Services (the "Secretary') for purposes of determining JOHNSTOWN's compliance
with the HIPAA Rules. Business Associate shall immediately notify JOHNSTOWN of any requests
made by the Secretary and provide JOHNSTOWN with copies of any documents produced in
response to such request.
2.8. Access to and Amendment of Health Information. Business Associate shall, to the extent
JOHNSTOWN determines that any Health Information constitutes a -designated record set" under
the HIPAA Rules, (a) make the Health Information specified by JOHNSTOWN available to the
individual(s) identified by JOHNSTOWN as being entitled to access and copy that Health
Information, and (b) make any amendments to Health Information that are requested by
JOHNSTOWN. Business Associate shall provide such access and make such amendments within
the lime and in the manner specified by JOHNSTOWN
Page 13
2.9 Accounting of Disclosures. Upon JOHNSTOWN's request, Business Associate shall
provide to JOHNSTOWN an accounting of each Disclosure of Health Information made by
Business Associate or its employees, agents, representatives or subcontractors ("Disclosure").
Any accounting provided by Business Associate under this Section 2.9 shall include: (a) the date
of the Disclosure; (b) the name, and address if known, of the entity or person who received the
Health Information; (c) a brief description of the Health Information disclosed; and (d) a brief
statement of the purpose of the Disclosure. For each Disclosure that could require an accounting
under this Section 2.9, Business Associate shall document the information specified in (a) through
(d), above, and shall securely maintain that documentation for six (6) years from the date of the
Disclosure.
2.10 Availability for Audit. Business Associate shall make its internal practices, books, and
records relating to the Use and Disclosure of PHI received from JOHNSTOWN. or created or
received by Business Associate on behalf of JOHNSTOWN available to the Secretary for
purposes of the Secretary determining JOHNSTOWN's compliance with the Privacy Rule. In the
event that Business Associate is requested by the Secretary to make available its books, records
and documents relating to JOHNSTOWN compliance with the Privacy Rule. Business Associate
will, to the extent not prohibited by law, notify JOHNSTOWN within 2 business days.
2.11 Obligation of JOHNSTOWN. JOHNSTOWN shall notify Business Associate of any current
or future restrictions or limitations on the use of Health Information that would affect Business
Associate's performance of the Services, and Business Associate shall thereafter restrict or limit
its own uses and disclosures accordingly.
2.12. Security Standards. Business Associate will:
(a) Implement administrative. physical and technical safeguards that reasonably and
appropriately protect the confidentiality, integrity, and availability of electronic PHI that it creates,
receives, maintains, or transmits on behalf of JOHNSTOWN.
(b) Ensure that any agent. including a subcontractor, to whom Business Associate
provides such electronic PHI agrees to implement reasonable and appropriate safeguards to
protect it; and
(c) Report to JOHNSTOWN any security incident affecting JOHNSTOWN of which
Business Associate becomes aware in accordance with the Security Rules.
2.13. Notification of Breach of Unsecured Protected Health Information Business Associate will:
(a) Except as provided in 45 C F.R. § 164.412, report immediately to PVHS after it
becomes aware of any Breach of Unsecured Protected Health Information and promptly provide to
JOHNSTOWN (i) a list of all Individuals whose Unsecured Protected Health Information has been,
or is reasonably believed by the Business Associate to have been, accessed, acquired, used, or
disclosed during the Breach, and (ii) any other available information that JOHNSTOWN is required
to include in notifications to such Individuals pursuant to 45 C.F R. § 164.404(c); and
(b) Cooperate with JOHNSTOWN in making any requisite notifications to Individuals
and the Secretary as a result of any Breach of Unsecured Protected Health Information, including
paying for the cost of notification to Individuals, and of media notification if the legal requirements
for media notification are triggered by the circumstances of such breach, provided that Business
Associate shall not initiate any such notifications without approval of JOHNSTOWN.
Pau 14
2.14 Term and Termination. The term of this Agreement shall be the same as the term of the
Services Agreement. In addition to and notwithstanding the termination provisions set forth in the
Services Agreement, both this Agreement and the Services Agreement may be terminated
immediately upon written notice by JOHNSTOWN to Business Associate if JOHNSTOWN
determines, in its sole discretion, that Business Associate has violated any material term of this
Agreement or any provision of the Privacy Standards or Security Standards or applicable federal
or state privacy law relating to the obligations of Business Associate under this Agreement.
Business Associate's obligations under Sections 2.1 2.2, 2.3, 2.4. 2.5, 2.6, 2.7, 2.8, 2.10, 2.12.
and 2.13 shall survive the termination or expiration of this Agreement.
2.15. Disposition of Health Information Upon Termination or Expiration. Upon termination or
expiration of this Agreement and the Services Agreement, Business Associate shall either return
or destroy, in JOHNSTOWN's sole discretion and in accordance with any instructions by
JOHNSTOWN, all Health Information in the possession or control of Business Associate or its
agents and subcontractors. However, if Business Associate determines that neither return nor
destruction of Health Information is feasible and notifies JOHNSTOWN in writing of that
determination, Business Associate may retain Health Information provided that Business
Associate (a) continues to comply with the provisions of this Agreement for as long as it retains
Health Information, and (b) further limits Uses and Disclosures of Health Information to those
purposes that make its return or destruction unfeasible. Upon termination or expiration of this
Agreement, Business Associate will give to JOHNSTOWN copies of all documents in Business
Associate's possession or control that are required to be maintained by or on behalf of
JOHNSTOWN by the HIPAA Rules or the Security Rules other than what Business Associate is
permitted or required by law to retain.
2.16, No Third Party Beneficiaries. There are no third party beneficiaries to this Agreement.
2.17. Use of Subcontractors and Agents. Business Associate shall require each of its agents
and subcontractors that receive Health Information from Business Associate to execute a written
agreement obligating the agent or subcontractor to comply with all the terms of this Agreement,
including appropriate and comparable safeguards, as defined in Section 2, above.
2.18. Relationship to Services Agreement Provisions. In the event that a provision of this
Agreement is contrary to a provision of the Services Agreement, the provision of this Agreement
shall control. Otherwise, this Agreement shall be construed under, and in accordance with, the
terms of the Services Agreement.
2.19 Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning
that permits JOHNSTOWN to comply with the HIPAA Rules.
2.20 Amendment. The parties agree to take such action as is necessary to amend this
Agreement from time to time as is necessary for JOHNSTOWN to comply with the requirements of
the HIPAA Rules.
2.21 Waivers. No delay or omission by JOHNSTOWN in exercising any rights or remedies
under this Agreement or applicable law shall impair such right or remedy or be construed as a
waiver of any such right or remedy. My single or partial exercise of a right or remedy shall not
preclude further exercise of that right or remedy or the exercise of any other right or remedy. No
waiver shall be valid unless in writing signed by the party to be bound.
Page. 15
rare, -9
(Rev. December 2011)
PeWMwn of the rmaury
tonal Revenue Serve.
O
e I
0 ^
a w lJ Irmiteel nab.,ty company Inter rho tar decal:Learn (C C eorporaton. 5•S corporation, P-paewrsa.n)e
yI • (] Other (see inseudomwie Fire Protection District
F. Adaroas (number, wool. are apt
I
I'
Request for Taxpayer
Identification Number and Certification
Name (as chosen your Income tax return)
Johnstown Fire Protection District
easiness nametthvty rde1 entity name el dement from above
Give Form to the
requester. Do not
send to the IRS.
Check appropriate bar tar leaner tam �lcratstheaten. I'l
[l Ind.:duel/ Ie gimmicky 4r C. Cneervation 1] s Cormainn
100 Tdep Ave.
City. State, and ZIP crag
Johnstown. CO 80534
Ler account numbers) two (oo enali
n Parinershm ❑ Trust/estate
I Frempt payee
Requester's name and arenas (opbmaq
Taxpayer Identification NumberFIN) _
Enter your TIN in the appropriate bore The TIN provided must match the name given on tie -Name line
to avoid backup withholding. For kdmduats, the is your social seruntynumber (SSN) However, bra
resident alien, sole proprietor, or disregarded entity, see the Part I instnrclions on page 3. Far other
entitles, d is your employer identification number (E ltd). it you do not havea number, see How fo get a
UN on page 3
Nota. 1t the account win more than one name, see the chart on page 0 for guidelines on whose
number la enter
Liau. Certification
Under penalties of
palmy. I cattily that
I The number show on this loan is my correct taxpayer iderlitcation number (on I an. waiting for a number to he issued IC re). aril
2 I uan not alibied to backup withholding because. (ail err exempt horn backup wehhabrng or (h) I have not bean notified by the Internal Revenue
Service (IRS) that I em subject to backup witlthWuirq as a result of a brine to report al interest or dividends, or (c) the IRS has notified me that I am
no longer subject to backup withholding, and
3. l am a U.S. cation or other U.S. parson (Defined below).
Certekatlon Met ructions. You mast cross out item 7 shove i you haw been notified by the IRS that you an currently subject to backup wiIhbbng
because you ha in tailed to report at Interest and dmderds on your tae return. For real estate transactions, item 2 does not apply. For mortgage
interest paid, acquisition or ebaboranent of severed property. cancellation of debt. contnbulinns to an int:e due' retirement airangenent (IRA), and
generally, payments other than interest an0 Drvdends. you are not required b sign the canrtication, but you must proud. your correct TIN. See the
instructions on page 4.
Sign 5vuaeaeal ��J) ///�
HeDate tenonI. 121 ylcc�/ pate.
General Instructions
Section references any to the Internal Revenue Crate unless otherwise
Ern —plays Wenaarwlen ~rex
S O eeraany rasntrer _J
8 yj
4
0
8
9
a
6
S
noted
Purpose of Form
A person who Is rogwred to filean information rotten with the IRS must
obtain your correct taxpayer identification number DIN) to report, to
example, income pre to to you, real estate transactions. rnortgage natal
you paid, acquisition or abandonment of secured property, cancellation
of debt or ninth larfnns you mane to an IRA
Use Form W.9 only it you aces U S. person (including a resident
then), to provide your correct IIN lo the person requeditg h (the
requester) area, when applicable, to.
I Certify that the TIN you are giving is correct tor you are waiting for a
num ter to be issued),
2 Certify That you are not subject In backup wllhhnbing, or
3 Clare exemption yarn backup withhobing rl you area U.S exempt
payee. It applicable, you are also certifying finalise US person, you.
allocable share of any pannerattle income from a U.S. bade n' business
not subject to the witl*toloing lea or, l weer partners' stare of
etlechvey connected intone.
w3
Note. P a squealer gives you a loam, other than Form W-9 to request
your TIN, Kw roust use the rerareslar's bun r his substantially smear
In this Form W-9
Definition of a U.S person. For federal Isii purposes, you are
considered a U S person a you are-
• An rrdrvldiel who is a U 5 Citizen or OS reeldent alien,
• A pane arship, corporation, company, or association created or
organlcad kr the United Slates or under Ile laws of the tinted Stales,
• An estate (other than a foreign estate), or
• A domestic (rust (as defined in Regulations section 301 7701-7).
Special ages for partnerships. Partnerships that conduct a trade or
business in the United States aro generaty required to pay a wtthhodng
tax on any foreign partners' shat of income ion, such business.
Further, in certain cases where* Form W-9 has not been received, a
partnership IS reotived to presume that a partner ism foreign person,
and pay ere wimholdig ux. Nwebre, it you are a U.S. person that is a
partner in a partnership conducting a trade at business n due United
States, provide Form W-9 to the partnerrap to eeabith your U.S.
stetus and avoid wnhtobing on your Were of partnership Income.
Cat Nn ton lx
Inn, W-9 Wee 12-701 it
EXHIBIT TWO
Poudre Valley Hospital -Milliken Fire Protection District
Ambulance Services Agreement
AMBULANCE SERVICES AGREEMENT
THIS AMBULANCE SERVICES AGREEMENT is entered into on January I$ , 2013, to be
effective as of 120 days from the entrance into the agreement (the "Effective Date) by and
between POUDRE VALLEY HEALTH CARE, INC. DIVA POUDRE VALLEY HOSPITAL, a
Colorado non-profit corporation ("PVH') and MILLIKEN FIRE PROTECTION DISTRICT, a
Colorado Title 32 special district Milliken").
A. PVHS is engaged in the business of operating Poudre Valley Hospital, an acute care
hospital with its principal place of business at 1024 South Lemay Avenue, Fort Collins,
Colorado (the °Hospital' or 'PVH'). PVH provides emergency medical services at medical
incidents to patients In Larimer and Weld Counties through its ambulance services.
B. Milliken has the authority under Colorado Secs 32-1-103(7), C.R.S. and 32-1-1002(1)(e)(1),
C.R.S. to provide for ambulance services to patients in Its district. Pursuant to these
statutes, Milliken desires to contract with PVH for qualified personnel to provide emergency
medical services as part of ambulance services ("Contract Services").
C. PVH has the staff and equipment to provide the requisite Contract Services to Milliken.
D. The parties desire to enter into this Agreement in order to provide a full statement of their
respective responsibilities in connection with the delivery of services from PVH to Milliken.
ACCORDINGLY, PVH and Milliken agree to the following:
1. JOINT RESPONSIBILITIES
1.1 No Milliken employee shall be deemed to be an employee of PVH, nor shall any
employee of PVH be deemed to be an employee of Milliken.
1.2. Both parties shall work collaboratively to ensure the most efficient use of the
resources at the scenes of medical requests for services. Both agencies shall
ensure that they work from a similar standard operating procedure with the goals of
high quality and efficient patient care as well as safety of all responders.
1.3 Both parties shall work together to obtain and maintain current mutual aid
agreements from surrounding agencies.
1.4 Both parties shall work in conjunction to ensure that customers receive the highest
quality care and that patients are satisfied with such care. Both parties shall work
towards quantifying levels of customer satisfaction.
2. PVH RESPONSIBILITIES
2.1 Vehicle Donation: PVH agrees to transfer ownership of two ambulances and one
command vehicle (see 2.1.1) to Milliken. PVH agrees to pay for all maintenance on
the vehicles for the remainder of the 2013 calendar year. As of January 1, 2014 all
maintenance and any replacement costs for ambulances will be the sole
responsibility of Milliken
2.1,1 Med 16 2008 Ford F-350 XLT with Frazer Type I Generator Powered
Module VIN- 1FDWF36R68ED13130
Page I
2.2 Crew; PVH agrees to provide the following personnel to be deployed:
2.2.1 Standard Deployment Level 3 cal
2.2.1 (a) Windsor Station 1 (located at 100 N. 7" Street) ALS Primary
Response Ambulance
2.2.1 (b) Windsor Station 1- Single Resource Captain Ambulance
2.2.1 (c) Milliken Station (located at 101 S. Irene Ave) 1- ALS Primary
Response Ambulance
2.2.2 Single Response Level 2 salt
2.2.2 (a) Either primary Ambulance responds to 911 call
2.2.2 (b) Windsor ALS Primary Response Ambulance flexes to open district
(if Initial call was In Milliken/Milliken District).
2.2.3 Double Response level 1 call:
2.2.3 (a) Remaining Ambulance will post in Iron Mountain Area
2.2.4 Triple Response
2.2.4 (a) Mutual Aid Agreement with PVH EMS (Fort Collins) or Thompson
Valley EMS or Banner Northern Colorado Medical Center EMS
2.2.5 Additional Resources to be Concerned:
2.2.5 (a) 40 hour supervisor (single response capability In a non4ransport
capable vehicle)
2.3 Response Area; The Response Areas for the Milliken district shall be divided Into
three areas. the "Urban Response Area", the "Suburban Response Area' and the
"Rural Response Area". The Urban Response Area is defined as the area
encompassed by North by WCR 52, East by VCR 27 and 77" Ave, South by WCR
42, and West by the border between Johnstown and Milliken Fire Protection District
(approx. HWY 257).. The Suburban Response Area is defined as the HIII-N-Park
/Dos Rios/Arrowhead Area and Includes the area In the Milliken Fire Protection
District encompassed by North by WCR 54, East by WCR 33, South by WCR 60,
by West WCR East by 77" Ave. The Rural Response Area is considered all areas
not defined by The Urban Response Area and The Suburban Response Area but in
the Milliken district.
2.4 Response Time Expectations: Response Time is defined as the time period
between when the ambulance first gained enough Information to respond (i.e.
dispatch time) and the time a properly equipped and staffed unit arrives al the
scene defined as `wheels stopped". PVH agrees that the Response Time for the
Urban Response Area shall be eight minutes and fifty-nine seconds (8:59) or less in
ninety percent (90%) of Emergent Calls. Emergent calls are defined as calls as
defined -by Emergency Medical Dispatch Protocols; i.e. Echo, Delta, Charlie or
Emergency Medical Dispatch Designation PVH agrees that the Response Time for
the Suburban Response Area shall be eleven minute and fifty-nine seconds (11:59)
or less in ninety percent (90%) of Emergent Calls, PVH agrees that the Response
Time for the Rural Response Area shall be nineteen minutes and fifty-nine
seconds or less In ninety percent (90%) of Emergent Calls. to the event of a
Concurrent Response, defined as any additional oall for service while the primary
ALS ambulance Is assigned to a request for service or released up till 15 minutes
after arrival at a receiving facility if transported.
Page 2
2.5 Exemption to Response Times: If the Response Times exceed the defined
Response Times in Section 2.4, PVH may apply for a Concurrent or Surge
Exemption and it will be granted if PVH can demonstrate:
2.5.1 It meets the definition of a Concurrent Request
2.5.2 There are no lost unit hours during the timed period
2.5.3 Time on Task at receiving facility does not exceed agreed terms. Time on
task includes all time from dispatch up to 15 minutes after arrival at a receiving
facility as defined in section 2.7.
2.5.4 The Deployment Plan was followed. Deployment plan shall adjusted by
representatives of Milliken and PVH as necessary.
2.5.5 There were no muting delays
2.5.6 PVH can demonstrate a continuing effort to mitigate late responses.
2.6 Weather and other exemption; to Response Times: A blanket exemption may be
granted by the Fire Chief or his/her delegate for the following:
2.6.1 Individual Weather Exemption: May be requested by the crews responding
on the basis of road/wealhor conditions (i.e. poor visibility or icy roads, etc.). This
request must be made by the crew to the dispatch services.
2.6.2 Train or other unexpected road closure.
2.6.3 Bad address or other inaccurate dispatch information out of the control of
the responding crew.
2.7 Time on Task: PVH shall complete patient turnover and ambulance clean/restock
within fifteen (15) minutes and be en -route back to its assigned district. This time on
task may be extended depending on extenuating circumstances (i.e. Full Trauma
Teams, Cardiac Arrest, etc...) Crew will detail this Information.
2.8 Education: PVH agrees to provide continuing medical education (CME) to the staff
at Milliken. Topics will Include all CME required to complete the National Registry
recertification. PVH agrees to provide the following courses: Pre -Hospital Trauma
Life Support, Pediatric Education for Pre -Hospital Professionals, and Advanced
Medical Life Support thru UCH clinical Education Department; course tuition for all
classes will be covered by the Northeast RETAC provided funds are available.
2.8.1 All PVH EMS Personnel assigned to Milliken will maintain Colorado
Department of Public Health and Environment Certification, National Registry
Certification as well as Pre -Hospital Trauma Life Support, Advanced Medical Life
Support and Pediatric Advanced Life Support or equivalent course within 1 year.
2.9 Make available PVH Ambulance Driver Training to Fire Personnel
2 10 National Registry Affiliation; Milliken employees who maintain National Registry
certification will be encouraged to affiliate with PVH EMS to ease the process of
recertification.
2.11 Key_ Performance Indicators: PVH agrees to comply with the Key Performance
Indicators as described on Exhibit A attached and incorporated into this Agreement.
2.12 Quality Assurance and Quality Indicators: PVH shall conduct regular Quality
Assurance of EMS Patient Care Reports. PVH will also conduct frequent After
Action Reports to improve continuity of patient care. PVH shall conduct targeted
reviews of certain call types across the service areas based on services provided
Page 3
(I.e. spinal immobilization, pain management, etc.) These reviews will be used to
ensure that care delivered to Milliken meets and exceeds nationally accepted
benchmarks.
2.13 Medical Supplies: PVH shall provide durable medical equipment for each
ambulance under this Agreement. The durable medical equipment to be Examples
of equipment provided Includes: (I) cot, (II) monitor/defibrillator, (iii) stair chair, (iv)
suction, (v) split boards, (vi) road safety driver monitoring system, (vii) laptop to be
used for Computer Aided Dispatch (CAD) purposes and any other durable medical
equipment required by stale, county or local statutes. PVH shall provide disposable
medical supplies used by Milliken on calls for service to include any disposable
supply, which is currently stocked on the ambulance. PVH shall provide medical
oxygen used on calls for service, PVH shall insure oxygen cylinders will be
delivered to stations where PVH crews are quartered and PVH crews shall trade
out empty cylinders with Milken crews.
2.14 Crew Station Duties: PVH agrees to insure that the crew performs the station duties
as a member of the team and as a resident of the station. The PVH EMS Captain
shall insure that the EMS crew completes all duties.
2.15 CQommunications. PVH shall purchase and maintain 800mHz pack -sets for each
ambulance.
2.16 Fuel for Vehicles. PVH is responsible for all fuel necessary for all vehicles donated
to Milliken.
2.10 PVH shall provide a Certificate of Insurance to Milliken upon request. The
Certificate of Insurance shall provide proof of,
a. general liability;
General liability coverage shall be for not less than $1,000,000 (one million dollars)
per occurrence and $3,000,000 (three million dollars) per aggregate. PVH
employeesjre not entitled to Worker's Compensation benefits from Milliken.
2.17 PVH shall abide by the terms of the Business Associate Agreement as attached
and incorporated herein as Exhibit B.
2.18 PVH personnel assigned to Milliken shall respond in Milliken's ambulance to the
scene of a medical incident as directed by either Milliken or a dispatch center. If patient
transport is warranted. PVH personnel shall operate Milliken's ambulance to effect such
transport. Milliken personnel shall normally not be utilized as ambulance attendants or
drivers except when unusual circumstances warrant such duties.
3. MILLIKEN RESPONSIBILITIES
3.1 Performance problems of PVH employees placed with Milliken will be documented
and reported to PVH Immediately.
3.2 Milliken shall be responsible for providing suitable living and workspaces at all
ambulance stations. These include, equipment, furniture, connectivity, phone, etc.
The parties agree to work together to provide connectivity to the PVH intranet or
Page 4
other network connectivity.
3.3 Milliken shall ensure PVH has an 800mHz letter of permission to operate on their
channel as wel as appropriate dispatch software Installed on each ambulance
laptop.
4. INDEMNIFICATION
4,1 Milliken agrees to indemnify, defend, and hold harmless PVH from and against any
and all claims, judgments, costs, liabilities, damages, and expenses, Including
attorney fees whatsoever arising from any acts or omissions in the provision of
services by Milliken under this Agreement.
4.2 PVH agrees to indemnify, defend, and hold harmless Milliken from and against any
and all claims, judgments, costs, liabilities, damages, and expenses, including
attorney fees whatsoever arising from any acts or omissions in the provision of
services by PVH's employees under this Agreement.
5. PAYMENT AND BILLING.
Beginning on the Effective Date, PVH agrees to pay Milliken one dollar ($1.00) per
loaded mile, payable quarterly.
6. TERM AND TERMINATION
6.1 The term of this Agreement shall be from the Effective Date through December 31,
2018.
6.2 This Agreement may be terminated without cause by PVH or Milliken upon 30
(thirty) days written notice of termination to the other party. If termination occurs by
Milliken within the first three hundred sixty-five days of PVH assuming provision of
EMS in the district, Milliken will be liable for the start-up capital costs Incurred by
PVH.
6.3 Milliken may terminate this agreement immediately when quality of care or patient
safety is deemed by Milliken to be at unreasonable risk due to acts or omissions by
PVH.
6.4 This Agreement may not be assigned, delegated or transferred by either party
without the written consent of the other.
6.5 This Agreement may not be modified, except by written agreement executed by the
Parties, provided if PVH deems modification necessary to comply with IRS
requirements, 42 U.S.C. 1320a -7b or 42 U.S.C. 1395nn or other applicable laws,
PVH may modify this Agreement to the extent necessary to comply with the
applicable law.
7. REGULATORY COMPLIANCE
7.1 OBLIGATION SUBJECT TO ANNUAL APPROPRIATION. In so far as the financial
obligations of the District es contained herein may be deemed to be multi -year
Page 5
financial obligations under Article X, Section 20 of the Colorado Constitution, such
obligations shall be subject to annual appropriation of funds by the Milliken
governing board. Notwithstanding anything herein to the contrary, in the event of
non -appropriation, Milliken shall have the right to terminate this Agreement at the
end of its then current fiscal year without penalty or other legal consequence.
Notice of such Intended non -appropriation shall be given by Milliken at the eeriest
possible point in time during the preparation of its annual budget for the ensuing
fiscal year, but In no event less than December 1 of the then current fiscal year.
7.2 in performing this Agreement, the parties agree to comply with all applicable state
and federal laws. This Agreement shall be construed in accordance with the laws
of the State of Colorado.
8. Independent Contractor Relationship
8.1 In performance of this Agreement, it is mutually understood and agreed that the
PVH is at all limes acting and performing as an independent contractor for the
contract services. PVH will determine the method, and means of performing the
Contract Services. The sole interest and responsibility of Milliken Is to ensure that
the Contract Services shall be in accordance with applicable law, recognized
standards of professional practice and the terms of this Agreement.
8.2 PVH shall have the right to perform the Contract Services for individuals or entities
other than Milliken during the term of this Agreement.
9. Access to Documentation
For the purpose of implementing Section 1881 (v)(1)(I) of the Social Security Act, as
amended, and any written regulations thereto, Milliken agrees to comply with statutory
requirements governing the maintenance of documents to verify the cost of services
rendered under this Agreement as follows:
9.1 Until the expiration of four years after the furnishing of such services pursuant to
this Agreement, Maarten shall make available, upon written request to PVH and/or
the Secretary of Health and Human Services, or upon request to the Comptroller
General, or any of their duly authorized representatives, the contracts, books,
documents and records of such Milliken that are necessary to certify the nature and
extent of such costs, and:
10. Notice
All notices and other communications that either party may desire or may be required to
deliver to the other party may be delivered in person or by depositing the same in the
United States mail, postage prepaid. certified or registered mail, or by electronic facsimile,
addressed or delivered as follows:
If to PVHS:
Attention: ProsidenUCEO
Poudre Valley Hospital
1024 South Lemay Avenue
With a copy to:
Page 6
PVHS Legal Department
2315 E. Harmony Rd., Ste. 200
Fort Collins, CO 80528
Fort Collins, CO 80524 Fax: (970) 237-7094
FAX (970) 495-7663
If to Milliken:
Fire District:
Milliken Fire Protection District
Attn: Fire Chief
101 S. Irene Ave
Milliken, CO 80543
Either party may change the address to which notices are to be delivered by giving notice herein
provided. Any notice shall be deemed to have been given If hand delivered or sent by electronic
facsimile, as of the date delivered or transmitted, or if mailed as provided herein, on the third day
after mailing.
11. Governing Law
This Agreement shall be governed by and construed under the laws of the State of
Colorado.
12. Modification and Waiver
This Agreement can be amended only with a written agreement executed by the parties at
the time of the modification. No breach of any provision hereof can be waived unless in writing.
Waiver of any one breach of any provision hereof shall not be deemed a waiver of any other
breach of the same or any other provision hereof.
13. Severability
If any one or more of the terms, provisions, promises, covenants or conditions of the
Agreement or the application thereof to any person or circumstance shall be adjudged to any
extent invalid, unenforceable, void or voidable for any reason whatsoever, by a court of competent
jurisdiction, or shall be determined by the ruling or interpretations of a Governmental agency or
new legislation, to cause either party to perform an act which threatens its governmental provider
or lax status, then such terms shall be deemed stricken from this agreement, and each and all of
the remaining terms, provisions, promises, covenants and conditions of this Agreement or their
application to other persons or circumstances shall not be affected thereby and shall be valid and
enforceable to the fullest extent permitted by law. Notwithstanding the aforesaid, should the
severance have the effect of materially altering the meaning of this Agreement, this Agreement
shall be void.
14. Interpretation
No provision in this Agreement Is to be interpreted for or against any party because that
party or that party's legal representative drafted such provision.
15. Disclosure
Neither party to this Agreement will disclose to anyone, without the other party's prior
written permission, the nature or content of any oral or written communication, or any
information gained from the Inspection of any record(s) or document(s) submitted to each
Page 7
party under this Agreement, including the terms of this Agreement, Information obtained
from corporate or personal records or documents: and neither party will permit inspection
of any papers or documents related to this engagement without the other party's prior
written consent.
18. Assignment
Neither party may assign this Agreement without the prior written consent of the other
party.
17. Entire Agreement
This Agreement embodies the entire agreement and understanding between tho parties
with respect to the subject matter of this Agreement and supersedes all prior and
contemporaneous oral and written agreements with respect hereto.
Page 8
IN WITNESS HEREOF, the Parties have caused this Agreement to be executed by their
authorized officers as evidenced by their signatures below.
For 'Milliken":
By:
Date: /•/8'•2O/3
lair 1 3
TAX/SS ID Number 8 # - 1583 L (.
(Please provide W-9: this document can be found at http;//wwwirs.gov/kub/irs-pdfilw9.pdf)
State of Colorado \—
City ofJCiVit,J 0.1..r1
County of W•Q\d
The foregoing Instrument was acknowledged before me on this 18 day olilqO 201}by
1�l0�1 1 tarns (name).
(Notes Seal)
FOR POUDRE VALLEY HEALTH CARE, INC.
DIBIA POUDI}E VALLEY HOSPITAL
E, President/CEO
Hospital
Date
Stale of co9rado
cry of 4c..1 eattwS
County of IGtrh'no.
(The foregoing instrument was acknowledged before me on leis `2day afaN • 20_)by
T 'r!) UnT( (name). np
rySignature)
y (' )(1Tf A e (Notary Seel)
ote
t t 11,, /a_ptt-1
(Commission Expiration Dale)
Page 9
2013
My Commessbn Enss tlyJt an
EXHIBIT A
Key Performance Indicators
Key Performance Indicators (KPI) will be reported to an oversight board on a monthly basis and
annual basis, KPIs to bo reported shall Include:
Requests for Service: A report outlining requests for service, sorted by call type
Response Times: see Section 2.4 and 2.5 for specific standards
Destination Report A report outlining Hospital Destinations
Training; A report of all education and training provided to the Milliken staff.
After Action Reports: A report of all after actions reports conducted by PVH crew and Milliken
staff.
Additional Activities: A report of additional activities to Include; Fire Standbys, Community
Paramedicine Activities, Special Event Coverage, etc
Average Call Costs: A report of geographically adjusted call costs will be presented.
Page 10
EXHIBIT B
BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement ("Agreement") is effective this 1 st day of May 2013
("Effective Date'), by and between MILLIKEN FIRE PROTECTION DISTRICT (-MILLIKEN") and
POUDRE VALLEY HEALTH CARE, INC., D/B/A POUDRE VALLEY HOSPITAL a Colorado non-
profit corporation ("Business Associate').
RECITALS
WHEREAS, the parties have executed an agreement or agreements whereby Business
Associate provides independent contractor services to MILLIKEN, and Business Associate
receives, has access to or is subject to the federal regulations issued pursuant to the Health
Insurance Portability and Accountability Act ('HIPAA') and codified at 45 C.F.R. parts 160 and 164
("HIPAA Rules");
WHEREAS, the HIPAA Rules require MILLIKEN to enter Into a contract with Business
Associate in order to mandate certain protections for the privacy and security of Health
Information, and those Regulations prohibit the disclosure to or use of Health Information by
Business Associate if such a contract is not in place;
WHEREAS, Business Associate acknowledges that effective January 1, 2010, as a
business associate, it is responsible to comply with the HIPAA Security and Privacy regulations
pursuant to Subtitle D of the Health Information Technology for Economic and Clinical Health Act
(HITECH), including Sections 164.308, 164.310, 164.312 and 164.316 of title 45 of the Code of
Federal Regulations.
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and adequacy of which Is hereby acknowledged, the parties agree as
follows:
DEFINITIONS
1.1 "Disclose" and "Disclosure' mean, with respect to Health Information, the release, transfer,
provision of access to, or divulging in any other manner of Health Information outside Business
Associate's internal operations or to other than its employees.
1.2 "Health Information' means Information that (i) relates to the past, present or future
physical or mental health or condition of an individual; the provision of health care to an individual,
or the past, present or future payment for the provision of health care to an individual; (ii) Identifies
the Individual (or for which there is a reasonable basis for believing that the information can be
used to identify the Individual); and (iii) is received by Business Associate from or on behalf of
MILLIKEN, or is created by Business Associate, or is made accessible to Business Associate by
MILLIKEN.
1.3 "Indivisially Identifiable Health Information" shall mean information that can be used to
identify tho individual, such as a name or social security number.
1.4 'Protected Health Information' shall mean Health information and Individually Identifiable
Health Information in any medium whether electronic or otherwise.
l'agc I I
1.5 "Security Incident' shall mean the attempted or successful unauthorized access, use
disclosure, modification, or destruction of information or interference with system
operations in an information system.
1,6 "Security Rules' shall mean the security standards for the protection of electronic protected
health information at 45 CFR Pad 164, Subpart C and amendments thereto.
1.7 "Services' has the same meaning as In_the Service gr_eement.
1.8 "Use" or "Uses" mean, with respect to Health Information, the sharing, employment,
application, utilization, examination or analysis of such Information within Business
Associate's Internal operations.
1.9 All capitalized terms not defined in this section shall have the meanings ascribed to them in
45 C.F.R. Part 160 and Part 164, subparts A and E pursuant to the Health Insurance
Portability and Accountability Act of 1996.
OBLIGATIONS OF BUSINESS ASSOCIATE
2.1 Permitted Uses and dDisclosures of Health Information. Unless otherwise specifically
provided in this Agreement or authorized in wiling by MILLIKEN, and except as required or
permitted by law, Business Associate hereby agrees (a) to keep all PHI confidential and in its
possession except as necessary to provide the services under the Services Agreement; (b) to
restrict access to PHI to those employees of Business Associate or other workforce members
under the control of Business Associate who are actively and directly participating in providing the
Services and who need to know such Information in order to fulfill such responsibilities ("Business
Associate Representatives"); (c) not to copy or duplicate any PHI except as necessary to provide
the services under the Services Agreement; (d) to treat any and all copies of, end notes,
memoranda, analyses, compilations, abstracts, synopses, studies of other material produced from
PHI as PHI; (e) to communicate only with the authorized representatives of PVHS concerning PHI;
(f) not to use any PHI for any purpose other than the purpose for which such PHI was provided in
connection with providing the services under the Services Agreement; and (g) not to use PHI In
any manner that would violate the HIPAA Rules If MILLIKEN were providing the services under the
Services Agreement or in any other manner that may be detrimental to MILLIKEN.
2.2 Uses and Disclosures of PHI for Business Associate Operations. Business Associate may
use PHI, If necessary, for the proper management and administration of Business Associate or to
carry out the legal responsibilities of Business Associate. Business Associate may disclose PHI
for its proper management and administration or to carry out its legal responsibilities if the
disclosure is required by law, or If Business Associate obtains reasonable written assurances from
the Person to whom PHI will be disclosed that (a) PHI will be held confidentially and used or
further disclosed only for the purpose for which it was disclosed to such Person or only as required
by law; and (b) such Person will notify Business Associate of any instances of which it becomes
aware in which the confidentiality of PHI was breached.
2.3 Adequate Safeguards for Health Information. Business Associate warrants that it shall
implement and maintain appropriate administrative, physical and technical safeguards in
compliance with the HIPAA Rules and any other relevant laws or regulations to prevent the Use or
Page 12
Disclosure of Health Information in electronic or any other form that it creates, receives, maintains
or transmits under this Agreement, in any manner other than as permitted by this Agreement,
2.4 Reporting Nan-Permitteg Use or Disclosure. Business Associate shall report to MILLIKEN
each Use or Disclosure that is made by Business Associate, Its employees, representatives,
agents or subcontractors that is not specifically permitted by this Agreement, including any
Security Incident Involving Health Information as required by the Security Rules. The initial report
shall be made by telephone call to the appropriate representative at MILLIKEN within forty-eight
(48) hours from the time the Business Associate becomes aware of the non -permitted Use or
Disclosure, followed by a full written report to the Privacy Officer no later than ten (10) business
days from the date the Business Associate becomes aware of the non -permitted Use or
Disclosure. Business Associate shall take (I) prompt corrective action to cure any such
deficiencies and (ii) any action pertaining to such unauthorized discbsure required by applicable
federal and state laws and regulations.
2.5 Business Associate's NQ(fication. Business Associate's notification to MILLIKEN
pursuant to Section 2.4 of this Agreement shall include the following:
Identification of the nature of the non -permitted use or disclosure of other breach;
Identification of the PHI used, accessed or disclosed;
Identification of who made the non -permitted use or received the non -permitted
disclosure;
Identification of what corrective action Business Associate took or will take to
prevent further non -permitted uses or disclosures;
Identification of what Business Associate did or will do to mitigate any negative
effect of the non -permitted use or disclosure; and
Provide such other information, including a written report, as MILLIKEN may
reasonably request.
2.6 Sub -Contractors and Agents, Business Associate will ensure that any and all Persons who
have access to PHI by or through Business Associate, including (without limitation) the Business
Associate Representatives, agrees to the same restrictions and conditions that apply to Business
Associate hereunder.
2.7. Availability of Internal Practices, Books and Becierds to Government Agencies. Business •
Associate agrees to make its internal practices, books and records relating to the Use and
Disclosure of Health Information available to the Secretary of the federal Department of Health
and Human Services (the "Secretary`) for purposes of determining MILLIKEN's compliance with
the HIPAA Rules. Business Associate shall immediately notify MILLIKEN of any requests made
by the Secretary and provide MILLIKEN with copies of any documents produced in response to
such request.
2.8. Access to and Amendment of Health Information. Business Associate shall, to the extent
MILLIKEN determines that any Health Information constitutes a "designated record ser under the
HIPAA Rules, (a) make the Health Information specified by MILLIKEN available to the individual(s)
identified by MILLIKEN as being entitled to access and copy that Health Information, and (b) make
any amendments to Health Information that are requested by MILLIKEN. Business Associate
shall provide such access and make such amendments within the time and in the manner
specified by MILLIKEN.
Page 13
2.9 Accounting of Dlsclosrres. Upon MILLIKEN's request, Business Associate shall provide to
MILLIKEN an accounting of each Disclosure of Health Information made by Business Associate or
its employees, agents, representatives or subcontractors ("Disclosure").
Any accounting provided by Business Associate under this Section 2.9 shall Include: (a) the date
of the Disclosure; (b) the name, and address if known, of the entity or person who received the
Health Information; (c) a brief description of the Health Information disclosed; and (d) a brief
statement of the purpose of the Disclosure. For each Disclosure that could require an accounting
under this Section 2.9. Business Associate shall document the Information specified in (a) through
(d), above, and shall securely maintain that documentation for six (6) years from the date of the
Disclosure.
2.10 Availability for Ludit. Business Associate shall make Its internal practices, books, and
records relating to the Use and Disclosure of PHI received from MILLIKEN, or created or received
by Business Associate on behalf of MILLIKEN available to the Secretary for purposes of the
Secretary determining MILLIKEN's compliance with the Privacy Rule. In the event that Business
Associate is requested by the Secretary to make available its books, records and documents
relating to MILLIKEN compliance with the Privacy Rule, Business Associate will, to the extent not
prohibited by law, notify MILLIKEN within 2 business days.
2.11 Obligation of MILLIKEN. MILLIKEN shall notify Business Associate of any current or future
restrictions or limitations on the use of Health Information that would affect Business Associate's
performance of the Services, and Business Associate shall thereafter restrict or limit its owl uses
and disclosures accordingly.
2.12, Security Standards. Business Associate will:
(a) Implement administrative, physical and technical safeguards that reasonably and
appropriately protect the confidentiality, integrity, and availability of electronic PHI that it creates,
receives, maintains, or transmits on behalf of MILLIKEN.
(b) Ensure that any agent, Including a subcontractor, to whom Business Associate
provides such electronic PHI agrees to implement reasonable and appropriate safeguards to
protect it; and
(c) Report to MILLIKEN any security incident affecting MILLIKEN of which Business
Associate becomes aware in accordance with the Security Rules.
2,13. Notification of Breach of Unsecured Protected Health Information. Business Associate will:
(a) Except as provided in 45 C.F.R. § 164.412, report Immediately to PVHS alter it
becomes aware of any Breach of Unsecured Protected Health Information and promptly provide to
MILLIKEN (t) a list of all Individuals whose Unsecured Protected Health Information has been, or is
reasonably believed by the Business Associate to have been, accessed, acquired, used, or
disclosed during the Breach, and (ii) any other available Information that MILLIKEN Is required to
Include in notifications to such Individuals pursuant to 45 C.F.R. § 164.404(c); and
(b) Cooperate with MILLIKEN In making any requisite notifications to Individuals and
the Secretary as a result of any Breach of Unsecured Protected Health Information. Including
paying for the cost of notification to Individuals, and of media notification if the legal requirements
for media notification are triggered by the circumstances of such breach, provided that Business
Associate shall not Initiate any such notifications without approval of MILLIKEN.
Page 14
2.14 Term_gndTermination. The term of this Agreement shall be the same as the term of the
Services Agreement. In addition to and notwithstanding the termination provisions set forth in the
Services Agreement, both this Agreement and the Services Agreement may be terminated
immediately upon written notice by MILLIKEN to Business Associate if MILLIKEN determines, in
its solo discretion, that Business Associate has violated any material term of this Agreement or
any provision of the Privacy Standards or Security Standards or applicable federal or state privacy
law relating to the obligations of Business Associate under this Agreement. Business Associate's
obligations under Sections 2.12.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 2.10, 2.12, and 2.13 shall survive
the termination or expiration of this Agreement.
2.15. Disposition of Health Information Upon Termination or Expiration. Upon termination or
expiration of this Agreement and the Services Agreement, Business Associate shall either return
or destroy, In MILLIKEN's sole discretion and In accordance with any Instructions by MILLIKEN, all
Health Information in the possession or control of Business Associate or its agents and
subcontractors. However, if Business Associate determines that neither return nor destruction of
Health Information is feasible and notifies MILLIKEN in writing of that determination, Business
Associate may retain Health Information provided that Business Associate (a) continues to comply
with the provisions of this Agreement for as long as it retains Health Information, and (b) further
limits Uses and Disclosures of Health Information to those purposes that make its return or
destruction unfeasible. Upon termination or expiration of this Agreement, Business Associate will
give to MILLIKEN copies of all documents in Business Associate's possession or control that are
required to be maintained by or on behalf of MILLIKEN by the HIPAA Rules or the Security Rules
other than what Business Associate is permitted or required by law to retain.
2.16. No Third Party Beneficiaries. There are no third party beneficiaries to this Agreement.
2.17. Use of Subcontractors and Agents. Business Associate shall require each of its agents
and subcontractors that receive Health Information from Business Associate to execute a written
agreement obligating the agent or subcontractor to comply with all the terms of this Agreement,
Including appropriate and comparable safeguards, as defined in Section 2, above.
2.18. Relationship tg Services Agreement Provisions. In the event that a provision of this
Agreement is contrary to a provision of the Services Agreement, the provision of this Agreement
shall control. Otherwise, this Agreement shall be construed under, and in accordance with, the
terms of the Services Agreement.
2.19 Interpretation. Any ambiguity in this Agreement shall be resolved In favor of a meaning
that permits MILLIKEN to comply with the HIPAA Rules.
2.20 Amendment. The parties agree to take such action as is necessary to amend this
Agreement from time to time as is necessary for MILLIKEN to comply with the requirements of the
HIPAA Rules.
2.21 Waivers. No delay or omission by MILLIKEN in exercising any rights or remedies
under this Agreement or applicable law shall impair such right or remedy or be construed as a
waiver of any such right or remedy. My single or partial exercise of a right or remedy shall not
preclude further exercise of that right or remedy or the exercise of any other right or remedy, No
waiver shall be valid unless in writing signed by the party to be bound.
Page 15
Form Win9
(Nev. Deemer 20I1)
D.Patmenl el IM Trrsoy
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Request for Taxpayer
Identification Number and Certification
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Milliken Fire Protection District
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Port l Taxpayer Identification Number jTIN)
Enter your TIN in the appropriate box. The TINprovided mast match the namoyben on the 'Name' Pm Social sacedly number
to ovoid backup wlthhalaing. For IndWdualu, Inns IS your SOCIat security number (55W). Rowawer, for a (� rasidore alienDa proprietor, or disregarded entity, see the Pad I Insbuceons on Pepe 3. For abler entitles, It IS your emelayer ldeneficalioo number (SIN). If you do not have a number, ace How to gel a-L-
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Part II
Certification
Undo;
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1. Ti,. number shown on this Iamb my correct taxpayer ldenliflw!lon norther on I am welling to, a number to toe Issued to Inc), and
2. I am not subject to hockey withhelai rig teceuse; (a) I am exempt horn backup wilhhdding, en ON I have not been notified try the Internal Revenue
Service (INS) that I am subject le beoken wllrtolding as a result el a failure to report all Interest ur dMde rids, a (C) ale IRS h as nonce rte Inc(! am
no longer subject to backup witluuxang, and
3. lam a U.S. citizen or site, U.S. porson (decried below).
Certme•don instructions. You must cross oul Item 2 above II you hag. been notelet by the IRS tat you tiro currently subject to backup withholding
because you have killed to capon al Interest and dividends on you lax room. For real astute transactions. Item 2 does not apply. For mortgage
Into rest paid acgjsA)on or abandonment of Speared property, caneatiaden of debt, POP ablutions to an kWMduel retirement arrangement )IRA, and
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General Instructions
Section releroncea era to Mc Internal Revenue Coda unless oihenr!se
noted.
Purpose of Form
6
A parson whole required to lire en Intormetlun morn with the INS must
obtain you. ca reel taxpayer idantacation number (TIN) to report, tor
tweeds. Income paid to Ku, real es rata transactions, mortgage Interest
you paid, acgmsition or abandonment of seared property, Parthenon
of debt, or Conmbullons you mate to an IRA.
Use Fpm WS only If you era a U.S. person pnctuding a nodded
al!e.n), to priests your Correct TIN to the person requesting It (the
requester) arid, when 'placable, to:
1, Certify the the TIN you aro giving Is cur rock (or yms are waiting fur a
number to b' issued),
2. Certify Ihat you are not es.bject to backup Withholding, fir
3. Clakn exemption from backup wiihnobang Ir you are• U.S. star not
payee. It applicable, you are oho certifying that as a U.S. poison, yep
alioceblu share of arty partnership atoma from a U.S. berm or business
Is not subject to Ihu withholding tat on foidgl outran' shwa of
asectively connected Income.
Note. If a requ•stor goes you dtomlolher loan Farm W-9 to request
you TIN, you mual ysp Iho requtctor's form fill Is substantially shops.
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EXHIBIT THREE
Poudre Valley Hospital / Windsor -Severance Fire Protection District
Ambulance Services Agreement
AMBULANCE SERVICES AGREEMENT
THIS AMBULANCE SERVICES AGREEMENT is entered into on January I , 2013, to be
effective as of May 1, 2013 120 days from the entrance into the agreement (the "Effective Date")
by and between POUDRE VALLEY HEALTH CARE, INC. DIB/A POUDRE VALLEY HOSPITAL, a
Colorado non-profit corporation ("PVH") and WINDSOR -SEVERANCE FIRE PROTECTION
DISTRICT, a Colorado Title 32 special district (Windsor -Severance")
A. PVHS is engaged in the business of operating Poudre Valley Hospital, an acute care
hospital with its principal place of business at 1024 South Lemay Avenue, Fort Collins,
Colorado (the "Hospital" or "PVH"). PVH provides emergency medical services at medical
incidents to patients in Larimer and Weld Counties through its ambulance services.
B. Windsor -Severance has the authority under Colorado Secs 32-1-103(7), C.R S. and 32-1-
1002(1)(e)(1), C.R.S. to provide for ambulance services to patients in its district. Pursuant
to these statutes, Windsor -Severance desires to contract with PVH for qualified personnel
to provide emergency medical services as part of ambulance services ("Contract
Services").
C. PVH has the staff and equipment to provide the requisite Contract Services to Windsor-
Seve rance.
D. The parties desire to enter into this Agreement in order to provide a full statement of their
respective responsibilities in connection with the delivery of services from PVH to Windsor -
Severance.
ACCORDINGLY, PVH and Windsor -Severance agree to the following
1. JOINT RESPONSIBILITIES
1.1 No Windsor -Severance employee shall be deemed to be an employee of PVH, nor
shall any employee of PVH be deemed to be an employee of Windsor -Severance.
1.2. Both parties shall work collaboratively to ensure the most efficient use of the
resources at the scenes of medical requests for services. Both agencies shall
ensure that they work from a similar standard operating procedure with the goals of
high quality and efficient patient care as well as safety of all responders.
1.3 Both parties shall work together to obtain and maintain current mutual aid
agreements from surrounding agencies.
1.4 Both parties shall work in conjunction to ensure that customers receive the highest
quality care and that patients are satisfied with such care. Both parties shall work
towards quantifying levels of customer satisfaction.
2. PVH RESPONSIBILITIES
2.1 Vehicle Donation: PVH agrees to transfer ownership of two ambulances and one
command vehicle (see 2.1.1) to Windsor -Severance PVH agrees to pay for all
maintenance on the vehicles for the remainder of the 2013 calendar year. As of
January 1, 2014 all maintenance and any replacement costs for ambulances will be
the sole responsibility of Windsor -Severance
Page I
2.1.1 Med 12 2008 Ford F-350 XLT with Frazer Type I Generator Powered
Module VIN- 1FDWF36R38EB25617, Med 15 2008 Ford F-350 XLT
with Frazer Type I Generator Powered Module VIN -
1 FDWF36R7BEB25619, 2004 Dodge Ram 1500 Pick-up w/topper VIN-
1D7HU18D24S617775
2.2 Crew: PVH agrees to provide the following personnel to be deployed:
2.2.1 Standard Deployment Level 3 call:
2.2.1 (a) Windsor Station 1 (located at 100 N. 7`" Street) ALS Primary
Response Ambulance
2.2.1 (b) Windsor Station 1- Single Resource Captain Ambulance
2.2.1 (c) Milliken Station 1- ALS Primary Response Ambulance
2.2.2 Single Response Level 2 call:
2.2.2 (a) Either primary Ambulance responds to 911 call
2.2.2 (b) Windsor ALS Primary Response Ambulance flexes to open district
(if initial call was in Milliken/Johnstown District).
2.2.3 Double Response Level 1 call:
2.2.3 (a) Remaining Ambulance will post in Iron Mountain Area
2.2.4 Triple Response
2.2.4 (a) Mutual Aid Agreement with PVH EMS or Thompson Valley EMS or
Banner Northern Colorado Medical Center EMS
2.2.5 Additional Resources to be Concerned.
2.2.5 (a) 40 hour supervisor (single response capability in a non -transport
capable vehicle)
2.3 Response Areal The Response Areas for the Windsor -Severance district shall be
divided into three areas, the 'Urban Response Area', the "Suburban Response
Area" and the 'Rural Response Area". The Urban Response Area is defined as the
area encompassed by North by WCR 72, East by WCR 21, South by WCR 62, and
West by WCR 13. The Suburban Response Area is defined as Ptarmigan Area and
includes the area encompassed by North of Highway 392 and West of WCR
13/LCR 1, and North by WCR 78, East by WCR 25, South by Highway 34, by West
WCR 25. The Rural Response Area is considered all areas not defined by The
Urban Response Area and The Suburban Response Area but in the Windsor -
Severance district
2.4 Response Time Expectations: Response Time is defined as the time period
between when the ambulance first gained enough information to respond (i.e.
dispatch time) and the time a properly equipped and staffed unit arrives at the
scene defined as "wheels stopped". PVH agrees that the Response Time for the
Urban Response Area shall be eight minutes and fifty-nine seconds (8:59) or less in
ninety percent (90%) of Emergent Calls. Emergent calls are defined as calls as
defined by Emergency Medical Dispatch Protocols; i.e. Echo, Delta, Charlie or
Emergency Medical Dispatch Designation. PVH agrees that the Response Time for
the Suburban Response Area shall be eleven minute and fifty-nine seconds (11:59)
or less in ninety percent (90%) of Emergent Calls. PVH agrees that the Response
Time for the Rural Response Area shall be nineteen minutes and fifty-nine
seconds or less in ninety percent (90%) of Emergent Calls. In the event of a
Concurrent Response, defined as any additional call for service while the primary
ALS ambulance is assigned to a request for service or released up till 15 minutes
Page 2
after arrival at a receiving facility if transported.
2.5 Exemption to Response Times: If the Response Times exceed the defined
Response Times in Section 2.4, PVH may apply for a Concurrent or Surge
Exemption and it will be granted if PVH can demonstrate:
2.5.1 It meets the definition of a Concurrent Request
2.5.2 There are no lost unit hours during the timed period
2.5.3 Time on Task at receiving facility does not exceed agreed terms. Time on
task includes all time from dispatch up to 15 minutes after arrival at a receiving
facility as defined in section 2.7.
2.5.4 The Deployment Plan was followed. Deployment plan shall adjusted by
representatives of Windsor -Severance and PVH as necessary.
2.5.5 There were no routing delays
2.5.6 PVH can demonstrate a continuing effort to mitigate late responses.
2.6 Weather and other exemptions to Response Times: A blanket exemption may be
granted by the Fire Chief or his/her delegate for the following:
2.6.1 Individual Weather Exemption: May be requested by the crews responding
on the basis of road/weather conditions (i.e. poor visibility or icy roads, etc.). This
request must be made by the crew to the dispatch services.
2.6.2 Train or other unexpected road closure.
2.6.3 Bad address or other inaccurate dispatch information out of the control of
the responding crew.
2.7 Time on Task: PVH shall complete patient turnover and ambulance dean/restock
within fifteen (15) minutes and be en -route back to its assigned district. This time on
task may be extended depending on extenuating circumstances (i.e. Full Trauma
Teams, Cardiac Arrest, etc...) Crew will detail this information.
2.8 Education: PVH agrees to provide continuing medical education (CME) to the staff
at Windsor -Severance. Topics will include all CME required to complete the
National Registry recertification. PVH agrees to provide the following courses; Pre -
Hospital Trauma Life Support, Pediatric Education for Pre -Hospital Professionals,
and Advanced Medical Life Support thru UCH clinical Education Department;
course tuition for all classes will be covered by the Northeast RETAC provided
funds are available.
2.8.1 All PVH EMS Personnel assigned to Windsor -Severance will maintain
Colorado Department of Public Health and Environment Certification, National
Registry Certification as well as Pre -Hospital Trauma life Support, Advanced
Medical Life Support and Pediatric Advanced Life Support or equivalent course
within 1 year.
2.9 Make available PVH Ambulance Driver Training to Fire Personnel
2.10 National Registry Affiliation: Windsor -Severance employees who maintain National
Registry certification will be encouraged to affiliate with PVH EMS to ease the
process of recertification.
2.11 Key Performance Indicators. PVH agrees to comply with the Key Performance
Indicators as described on Exhibit A attached and incorporated into this Agreement.
l'age 3
2.12 Quality Assurance and Quality Indicators: PVH shall conduct regular Quality
Assurance of EMS Patient Care Reports. PVH will also conduct frequent After
Action Reports to improve continuity of patient care. PVH shall conduct targeted
reviews of certain call types across the service areas based on services provided
(i.e. spinal immobilization, pain management, etc.) These reviews will be used to
ensure that care delivered to Windsor -Severance meets and exceeds nationally
accepted benchmarks
2.13 Medical Supplies: PVH shall provide durable medical equipment for each
ambulance under this Agreement. The durable medical equipment to be Examples
of equipment provided includes: (I) cot, (ii) monitor/defibrillator, (iii) stair chair, (iv)
suction, (v) split boards, (vi) road safety driver monitoring system, (vii) laptop to be
used for Computer Aided Dispatch (CAD) purposes and any other durable medical
equipment required by state, county or local statutes. PVH shall provide disposable
medical supplies used by Windsor -Severance on calls for service to include any
disposable supply, which is currently stocked on the ambulance. PVH shall provide
medical oxygen used on calls for service. PVH shall insure oxygen cylinders will be
delivered to stations where PVH crews are quartered and PVH crews shall trade
out empty cylinders with Windsor -Severance crews.
2.14 Crew Station Duties. PVH agrees to insure that the crew performs the station duties
as a member of the team and as a resident of the station. The PVH EMS Captain
shall insure that the EMS crew completes all duties.
2.15 Communications. PVH shall purchase and maintain 800mHz pack -sets for each
ambulance.
2.16 Fuel for Vehicles. PVH is responsible for all fuel necessary for all vehicles donated
to Windsor -Severance.
2.16 PVH shall provide a Certificate of Insurance to Windsor -Severance upon request.
The Certificate of Insurance shall provide proof of:
a. general liability;
General liability coverage shall be for not less than $1,000,000 (one million dollars)
per occurrence and $3,000,000 (three million dollars) per aggregate. PVH
employees are not entitled to Worker's Compensation benefits from Windsor -
Severance.
2.17 PVH shall abide by the terms of the Business Associate Agreement as attached
and incorporated herein as Exhibit B.
3. WINDSOR -SEVERANCE RESPONSIBILITIES
3.1 Performance problems of PVH employees placed with Windsor -Severance will be
documented and reported to PVH immediately.
3.2 Windsor -Severance shall be responsible for providing suitable living and
workspaces at all ambulance stations. These include, equipment, furniture,
connectivity, phone, etc. The parties agree to work together to provide connectivity
to the PVH intranet or other network connectivity.
Page 4
3.3 Windsor -Severance shall ensure PVH has an 800mHz letter of permission to
operate on their channel as well as appropriate dispatch software installed on each
ambulance laptop
4. INDEMNIFICATION
4.1 Windsor -Severance agrees to indemnify, defend, and hold harmless PVH from and
against any and all claims, judgments, costs, liabilities, damages, and expenses,
including attorney fees whatsoever arising from any acts or omissions in the
provision of services by Windsor -Severance under this Agreement.
4.2 PVH agrees to indemnify, defend, and hold harmless Windsor -Severance from and
against any and all claims, judgments, costs, liabilities, damages, and expenses,
including attorney fees whatsoever arising from any acts or omissions in the
provision of services by PVH's employees under this Agreement.
5. PAYMENT AND BILLING.
Beginning on the Effective Date, PVH agrees to pay Windsor -Severance one dollar
($1.00) per loaded mile, payable quarterly.
6. TERM AND TERMINATION
6.1 The term of this Agreement shall be from the Effective Date through December 31,
2018.
6.2 This Agreement may be terminated without cause by PVH or Windsor -Severance
upon 30 (thirty) days written notice of termination to the other party. If termination
occurs within the first three hundred sixty-five days of PVH assuming provision of
EMS in the district, Windsor -Severance will be liable for the start-up capital costs
incurred by PVH.
6.3 Windsor -Severance may terminate this agreement immediately when quality of
care or patient safety is deemed by Windsor -Severance to be at unreasonable risk
due to acts or omissions by PVH.
6.4 This Agreement may not be assigned, delegated or transferred by either party
without the written consent of the other.
6.5 This Agreement may not be modified, except by written agreement executed by the
Parties, provided if PVH deems modification necessary to comply with IRS
requirements, 42 U.S.C. 1320a -7b or 42 U.S.C 1395nn or other applicable laws,
PVH may modify this Agreement to the extent necessary to comply with the
applicable law.
7. REGULATORY COMPLIANCE
7.1 OBLIGATION SUBJECT TO ANNUAL APPROPRIATION. In so far as the financial
obligations of the District as contained herein may be deemed to be multi -year
financial obligations under Article X, Section 20 of the Colorado Constitution, such
obligations shall be subject to annual appropriation of funds by the Windsor -
Page 5
Severance governing board. Notwithstanding anything herein to the contrary, in the
event of non -appropriation, Windsor -Severance shall have the right to terminate
this Agreement at the end of its then current fiscal year without penalty or other
legal consequence. Notice of such intended non -appropriation shall be given by
Windsor -Severance at the earliest possible point in time during the preparation of
its annual budget for the ensuing fiscal year, but in no event less than December 1
of the then current fiscal year.
7.2 In performing this Agreement, the parties agree to comply with all applicable state
and federal laws. This Agreement shall be construed in accordance with the laws
of the State of Colorado.
Independent Contractor Relationship
8.1 In performance of this Agreement, it is mutually understood and agreed that the
PVH is at all times acting and performing as an independent contractor for the
contract services PVH will determine the method, and means of performing the
Contract Services. The sole interest and responsibility of Windsor -Severance is to
ensure that the Contract Services shall be in accordance with applicable law,
recognized standards of professional practice and the terms of this Agreement.
6 2 PVH shall have the right to perform the Contract Services for individuals or entities
other than Windsor -Severance during the term of this Agreement.
9. Access to Documentation
For the purpose of implementing Section 1861 (v)(1)(I) of the Social Security Act, as
amended, and any written regulations thereto, Windsor -Severance agrees to comply with
statutory requirements governing the maintenance of documents to verify the cost of
services rendered under this Agreement as follows
9.1 Until the expiration of four years after the furnishing of such services pursuant to
this Agreement, Windsor -Severance shall make available, upon written request to
PVH and/or the Secretary of Health and Human Services, or upon request to the
Comptroller General, or any of their duly authorized representatives, the contracts,
books, documents and records of such Windsor -Severance that are necessary to
certify the nature and extent of such costs, and;
10. Notice
All notices and other communications that either party may desire or may be required to
deliver to the other party may be delivered in person or by depositing the same in the
United States mail, postage prepaid. certified or registered mail, or by electronic facsimile,
addressed or delivered as follows:
If to PVHS:
Attention: President/CEO
Poudre Valley Hospital
1024 South Lemay Avenue
Fort Collins, CO 80524
With a copy to:
Page 6
PVHS Legal Department
2315 E. Harmony Rd., Ste. 200
Fort Collins, CO 80528
Fax: (970) 237-7094
FAX (970) 495-7663
If to Windsor -Severance:
Fire District:
Windsor Severance Fire Rescue
Attn: Fire Chief
100 7°' Street
Windsor, CO 80550
Either party may change the address to which notices are to be delivered by giving notice herein
provided. Any notice shall be deemed to have been given if hand delivered or sent by electronic
facsimile, as of the date delivered or transmitted, or if mailed as provided herein, on the third day
after mailing
11, Governing Law
This Agreement shall be governed by and construed under the laws of the State of
Colorado.
12. Modification and Waiver
This Agreement can be amended only with a written agreement executed by the parties at
the time of the modification, No breach of any provision hereof can be waived unless in writing.
Waiver of any one breach of any provision hereof shall not be deemed a waiver of any other
breach of the same or any other provision hereof.
13. Severability
If any one or more of the terms, provisions, promises, covenants or conditions of the
Agreement or the application thereof to any person or circumstance shall be adjudged to any
extent invalid, unenforceable, void or voidable for any reason whatsoever, by a court of competent
jurisdiction, or shall be determined by the ruling or interpretations of a Governmental agency or
new legislation, to cause either party to perform an act which threatens its governmental provider
or tax status, then such terms shall be deemed stricken from this agreement, and each and all of
the remaining terms, provisions, promises, covenants and conditions of this Agreement or their
application to other persons or circumstances shall not be affected thereby and shall be valid and
enforceable lo the fullest extent permitted by law. Notwithstanding the aforesaid, should the
severance have the effect of materially altering the meaning of this Agreement, this Agreement
shall be void.
14. Interpretation
No provision in this Agreement is to be interpreted for or against any party because that
party or that party's legal representative drafted such provision.
15. Disclosure
Neither party to this Agreement will disclose to anyone, without the other party's prior
written permission, the nature or content of any oral or written communication, or any
information gained from the inspection of any record(s) or document(s) submitted to each
party under this Agreement, including the terms of this Agreement, information obtained
Page 7
from corporate or personal records or documents; and neither party will permit inspection
of any papers or documents related to this engagement without the other party's prior
written consent.
16 Assignment
Neither party may assign this Agreement without the prior written consent of the other
party.
17. Entire Agreement
This Agreement embodies the entire agreement and understanding between the parties
with respect to the subject matter of this Agreement and supersedes all prior and
contemporaneous oral and written agreements with respect hereto.
Page 8
IN WITNESS HEREOF, the Parties have caused this Agreement to be executed by their
authorized officers as evidenced by their signatures below.
For "Winds r r -Severance":
D
ao/3
0 /irrroINn
TAX/SS ID Number: '(— 67).2X(,,
(Please provide W-9; this document can be found at http_://www,irs gov/pub?irtpdf/iw9 pdf)
State of Colorado
City of
County of
T e foregoing in
(N
((.a RZAK
(Commiss o spirreion Date)
nt was, acknowledged before me on this / J _ day of" ��(2(8by
FOR POUDRE VALLEY HEALTH CARE, INC.
D/B/A POUDRE
/VALLEY HOSPITAL
t
By. Jl �1�`y).l
Klev(n Un r, FACHE, President/CEO
99ourDI�V Iley Hospital
Detbl /'' J
Stale of Colorado
Citybf t•,•1
County of Le. „-
The foregoing instrument was acknowledged before me on this Ike day of - A ‘%. 20I Eby
jCL V .Y. t`
(Notary Signature)
t,Il''>Ioc.-i14
(name)
sus )t f k
(Commission Expiration Date)
(Notary Seal)
Page 9
EXHIBIT A
Key Performance Indicators
Key Performance Indicators (KPI) will be reported to an oversight board on a monthly basis and
annual basis, KPIs to be reported shall include:
Requests for Service: A report outlining requests for service, sorted by call type
Response Times: see Section 2.4 and 2.5 for specific standards
Destination Report: A report outlining Hospital Destinations
Training: A report of all education and training provided to the Windsor -Severance staff.
After Action Reports: A report of all after actions reports conducted by PVH crew and Windsor -
Severance staff.
Additional Activities: A report of additional activities to include: Fire Standbys, Community
Paramedicine Activities, Special Event Coverage, etc
Average Call Costs: A report of geographically adjusted call costs will be presented.
Page l()
EXHIBIT B
BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement ("Agreement') is effective this 1st day of May 2013
(Effective Date'), by and between WINDSOR -SEVERANCE FIRE PROTECTION DISTRICT
("WINDSOR -SEVERANCE") and POUDRE VALLEY HEALTH CARE INC., D/B/A POUDRE
VALLEY HOSPITAL a Colorado non-profit corporation ("Business Associate").
RECITALS
WHEREAS, the parties have executed an agreement or agreements whereby Business
Associate provides independent contractor services to WINDSOR -SEVERANCE, and Business
Associate receives, has access to or is subject to the federal regulations issued pursuant to the
Health Insurance Portability and Accountability Act ("HIPAA') and codified at 45 C.F.R. parts 160
and 164 ("HIPAA Rules");
WHEREAS, the HIPAA Rules require WINDSOR -SEVERANCE to enter into a contract
with Business Associate in order to mandate certain protections for the privacy and security of
Health Information, and those Regulations prohibit the disclosure to or use of Health Information
by Business Associate if such a contract is not in place;
WHEREAS, Business Associate acknowledges that effective January 1, 2010, as a
business associate, it is responsible to comply with the HIPAA Security and Privacy regulations
pursuant to Subtitle D of the Health Information Technology for Economic and Clinical Health Act
(HITECH), including Sections 164.308, 164.310, 164.312 and 164.316 of title 45 of the Code of
Federal Regulations.
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as
follows:
DEFINITIONS
1.1 'Disclose' and "Disclosure' mean, with respect to Health Information, the release, transfer,
provision of access to, or divulging in any other manner of Health Information outside Business
Associate's internal operations or to other than its employees.
1.2 "Health Information" means information that (i) relates to the past, present or future
physical or mental health or condition of an individual; the provision of health care to an individual,
or the past, present or future payment for the provision of health care to an individual; (ii) identifies
the individual (or for which there is a reasonable basis for believing that the information can be
used to identify the individual); and (iii) is received by Business Associate from or on behalf of
WINDSOR -SEVERANCE, or is created by Business Associate, or is made accessible to Business
Associate by WINDSOR -SEVERANCE
1.3 "Individually Identifiable Health Information" shall mean information that can be used to
identify the individual, such as a name or social security number.
1.4 'Protected Health Information" shall mean Health Information and Individually Identifiable
Health Information in any medium whether electronic or otherwise.
Page I I
1.5 "Security Incident" shall mean the attempted or successful unauthorized access, use
disclosure, modification, or destruction of information or interference with system
operations in an information system.
1.6 "Security Rules" shall mean the security standards for the protection of electronic protected
health information at 45 CFR Part 164, Subpart C and amendments thereto.
1.7 'Services' has the same meaning as in the Services Agreement.
1.8 "Use" or "Uses" mean, with respect to Health Information, the sharing, employment,
application, utilization, examination or analysis of such Information within Business
Associate's internal operations
1.9 All capitalized terms not defined in this section shall have the meanings ascribed to them in
45 C.E.R. Part 160 and Part 164, subparts A and E pursuant to the Health Insurance
Portability and Accountability Act of 1996
OBLIGATIONS OF BUSINESS ASSOCIATE
2.1 Permitted Uses and Disclosures of Health Information. Unless otherwise specifically
provided in this Agreement or authorized in writing by WINDSOR -SEVERANCE, and except as
required or permitted by law, Business Associate hereby agrees (a) to keep all PHI confidential
and in its possession except as necessary to provide the services under the Services Agreement;
(b) to restrict access to PHI to those employees of Business Associate or other workforce
members under the control of Business Associate who are actively and directly participating in
providing the Services and who need to know such information in order to fulfill such
responsibilities ("Business Associate Representatives"); (c) not to copy or duplicate any PHI
except as necessary to provide the services under the Services Agreement; (d) to treat any and all
copies of. and notes, memoranda, analyses, compilations, abstracts, synopses, studies of other
material produced from PHI as PHI; (e) to communicate only with the authorized representatives
of PVHS concerning PHI; (f) not to use any PHI for any purpose other than the purpose for which
such PHI was provided in connection with providing the services under the Services Agreement;
and (g) not to use PHI in any manner that would violate the HIPAA Rules if WINDSOR -
SEVERANCE were providing the services under the Services Agreement or in any other manner
that may be detrimental to WINDSOR -SEVERANCE.
2.2 Uses and Disclosures of PHI for Business Associate Operations. Business Associate may
use PHI, if necessary, for the proper management and administration of Business Associate or to
carry out the legal responsibilities of Business Associate. Business Associate may disclose PHI
for its proper management and administration or to carry out its legal responsibilities if the
disclosure is required by law, or if Business Associate obtains reasonable written assurances from
the Person to whom PHI will be disclosed that: (a) PHI will be held confidentially and used or
further disclosed only for the purpose for which it was disclosed to such Person or only as required
by law; and (b) such Person will notify Business Associate of any instances of which it becomes
aware in which the confidentiality of PHI was breached.
2.3 Adequate Safeguards for Health Information. Business Associate warrants that it shall
implement and maintain appropriate administrative, physical and technical safeguards in
compliance with the HIPAA Rules and any other relevant laws or regulations to prevent the Use or
Page 12
Disclosure of Health Information in electronic or any other form that it creates, receives, maintains
or transmits under this Agreement, in any manner other than as permitted by this Agreement.
2.4 Reporting Non -Permitted Use or Disclosure. Business Associate shall report to
WINDSOR -SEVERANCE each Use or Disclosure that is made by Business Associate, its
employees, representatives, agents or subcontractors that is not specifically permitted by this
Agreement, including any Security Incident involving Health Information as required by the
Security Rules. The initial report shall be made by telephone call to the appropriate representative
at WINDSOR -SEVERANCE within forty-eight (48) hours from the time the Business Associate
becomes aware of the non -permitted Use or Disclosure, followed by a full written report to the
Pnvacy Officer no later than ten (10) business days from the date the Business Associate
becomes aware of the non -permitted Use or Disclosure. Business Associate shall take (i) prompt
corrective action to cure any such deficiencies and (ii) any action pertaining to such unauthorized
disclosure required by applicable federal and state laws and regulations.
2.5 Business Associate's Notification. Business Associate's notification to WINDSOR -
SEVERANCE pursuant to Section 2.4 of this Agreement shall include the following:
• Identification of the nature of the non -permitted use or disclosure of other breach;
• Identification of the PHI used, accessed or disclosed;
• Identification of who made the non -permitted use or received the non -permitted
disclosure;
Identification of what corrective action Business Associate took or will take to
prevent further non -permitted uses or disclosures;
• Identification of what Business Associate did or will do to mitigate any negative
effect of the non -permitted use or disclosure; and
• Provide such other information, including a written report, as WINDSOR -
SEVERANCE may reasonably request.
2.6 Sub -Contractors and Agents. Business Associate will ensure that any and all Persons who
have access to PHI by or through Business Associate, including (without limitation) the Business
Associate Representatives, agrees to the same restrictions and conditions that apply to Business
Associate hereunder.
2.7. Availability of Internal Practices, Books and Records to Government Agencies. Business
Associate agrees to make its internal practices, books and records relating to the Use and
Disclosure of Health Information available to the Secretary of the federal Department of Health
and Human Services (the "Secretary") for purposes of determining WINDSOR-SEVERANCE's
compliance with the HIPAA Rules. Business Associate shall immediately notify WINDSOR -
SEVERANCE of any requests made by the Secretary and provide WINDSOR -SEVERANCE with
copies of any documents produced in response to such request.
2.8. Access to and Amendment of Health Information Business Associate shall, to the extent
WINDSOR -SEVERANCE determines that any Health Information constitutes a "designated record
set" under the HIPAA Rules, (a) make the Health Information specified by WINDSOR -
SEVERANCE available to the individual(s) identified by WINDSOR -SEVERANCE as being entitled
to access and copy that Health Information, and (b) make any amendments to Health Information
that are requested by WINDSOR -SEVERANCE. Business Associate shall provide such access
and make such amendments within the time and in the manner specified by WINDSOR -
SEVERANCE.
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2.9 Accounting of Disclosures. Upon WINDSOR -SEVERANCES request, Business Associate
shall provide to WINDSOR -SEVERANCE an accounting of each Disclosure of Health Information
made by Business Associate or its employees, agents, representatives or subcontractors
("Disclosure').
Any accounting provided by Business Associate under this Section 2.9 shall include: (a) the date
of the Disclosure; (b) the name, and address if known, of the entity or person who received the
Health Information; (c) a brief description of the Health Information disclosed; and (d) a brief
statement of the purpose of the Disclosure For each Disclosure that could require an accounting
under this Section 2.9, Business Associate shall document the information specified in (a) through
(d), above, and shall securely maintain that documentation for six (6) years from the date of the
Disclosure.
2.10 Availability for Audit. Business Associate shall make its internal practices, books, and
records relating to the Use and Disclosure of PHI received from WINDSOR -SEVERANCE, or
created or received by Business Associate on behalf of WINDSOR -SEVERANCE available to the
Secretary for purposes of the Secretary determining WINDSOR -SEVERANCE'S compliance with
the Privacy Rule In the event that Business Associate is requested by the Secretary to make
available its books, records and documents relating to WINDSOR -SEVERANCE compliance with
the Privacy Rule, Business Associate will, to the extent not prohibited by law, notify WINDSOR -
SEVERANCE within 2 business days.
2.11 Obligation of WINDSOR -SEVERANCE. WINDSOR -SEVERANCE shall notify Business
Associate of any current or future restrictions or limitations on the use of Health Information that
would affect Business Associate's performance of the Services, and Business Associate shall
thereafter restrict or limit its own uses and disclosures accordingly.
2.12. Security Standards. Business Associate will:
(a) Implement administrative, physical and technical safeguards that reasonably and
appropriately protect the confidentiality, integrity, and availability of electronic PHI that it creates,
receives, maintains, or transmits on behalf of WINDSOR -SEVERANCE.
(b) Ensure that any agent, including a subcontractor, to whom Business Associate
provides such electronic PHI agrees to implement reasonable and appropriate safeguards to
protect it; and
(c) Report to WINDSOR -SEVERANCE any security incident affecting WINDSOR -
SEVERANCE of which Business Associate becomes aware in accordance with the Security
Rules.
2,13. Notification of Breath of Unsecured Protected Health Information. Business Associate will:
(a) Except as provided in 45 C.F.R. § 164,412, report immediately to PVHS after it
becomes aware of any Breach of Unsecured Protected Health Information and promptly provide to
WINDSOR -SEVERANCE (i) a list of all Individuals whose Unsecured Protected Health Information
has been, or is reasonably believed by the Business Associate to have been, accessed, acquired,
used, or disclosed during the Breach, and (ii) any other available information that WINDSOR -
SEVERANCE is required to include in notifications to such Individuals pursuant to 45 C.F.R. §
164.404(c); and
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(b) Cooperate with WINDSOR -SEVERANCE in making any requisite notifications to
Individuals and the Secretary as a result of any &each of Unsecured Protected Health
Information, including paying for the cost of notification to Individuals, and of media notification if
the legal requirements for media notification are triggered by the circumstances of such breach,
provided that Business Associate shall not initiate any such notifications without approval of
WINDSOR -SEVERANCE.
2.14 Term and Termination. The term of this Agreement shall be the same as the term of the
Services Agreement. In addition to and notwithstanding the termination provisions set forth in the
Services Agreement, both this Agreement and the Services Agreement may be terminated
immediately upon written notice by WINDSOR -SEVERANCE to Business Associate if WINDSOR -
SEVERANCE determines, in its sole discretion, that Business Associate has violated any material
term of this Agreement or any provision of the Privacy Standards or Security Standards or
applicable federal or state privacy law relating to the obligations of Business Associate under this
Agreement. Business Associate's obligations under Sections 2.1 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.8,
2 10, 2.12, and 2.13 shall survive the termination or expiration of this Agreement.
2.15. Disposition of Health Information Upon Termination or Expiration Upon termination or
expiration of this Agreement and the Services Agreement, Business Associate shall either return
or destroy, in WINDSOR-SEVERANCE's sole discretion and in accordance with any instructions
by WINDSOR -SEVERANCE, all Health Information in the possession or control of Business
Associate or its agents and subcontractors However, if Business Associate determines that
neither return nor destruction of Health Information is feasible and notifies WINDSOR -
SEVERANCE in writing of that determination, Business Associate may retain Health Information
provided that Business Associate (a) continues to comply with the provisions of this Agreement for
as long as it retains Health Information, and (b) further limits Uses and Disclosures of Health
Information to those purposes that make its return or destruction unfeasible. Upon termination or
expiration of this Agreement, Business Associate will give to WINDSOR -SEVERANCE copies of
all documents in Business Associate's possession or control that are required to be maintained by
or on behalf of WINDSOR -SEVERANCE by the HIPAA Rules or the Security Rules other than
what Business -Associate is permitted or required by law to retain.
2.16. No Third Party Beneficiaries. There are no third party beneficiaries to this Agreement
2.17. Use of Subcontractors and Agents. Business Associate shall require each of its agents
and subcontractors that receive Health Information from Business Associate to execute a written
agreement obligating the agent or subcontractor to comply with all the terms of this Agreement,
including appropriate and comparable safeguards, as defined in Section 2, above.
2.18. Relationship to Services Agreement Provisions. In the event that a provision of this
Agreement is contrary to a provision of the Services Agreement, the provision of this Agreement
shall control. Otherwise, this Agreement shall be construed under, and in accordance with, the
terms of the Services Agreement.
2.19 Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning
that permits WINDSOR -SEVERANCE to comply with the HIPAA Rules.
2.20 Amendment. The parties agree to take such action as is necessary to amend this
Agreement from time to time as is necessary for WINDSOR -SEVERANCE to comply with the
requirements of the HIPAA Rules.
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2.21 Waivers. No delay or omission by WINDSOR -SEVERANCE in exercising any rights
or remedies under this Agreement or applicable law shall impair such right or remedy or be
construed as a waiver of any such right or remedy. My single or partial exercise of a right or
remedy shall not preclude further exercise of that right or remedy or the exercise of any other right
or remedy No waiver shall be valid unless in writing signed by the party to be bound
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