HomeMy WebLinkAbout20071196 RESOLUTION
RE: APPROVE AMBULANCE SERVICES AGREEMENT AND AUTHORIZE CHAIR TO SIGN-
BANNER HEALTH, DBA NORTH COLORADO MEDICAL CENTER
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with an Ambulance Services Agreement
between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the Weld County Paramedic Service, and Banner
Health, dba North Colorado Medical Center, commencing upon full execution, and ending
December 31, 2007, with further terms and conditions being as stated in said agreement, and
WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy
of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Ambulance Services Agreement between the County of Weld, State of
Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the
Weld County Paramedic Service,and Banner Health, dba North Colorado Medical Center, be, and
hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted by
the following vote on the 30th day of April, A.D., 2007.
BOA D OF COUNTY COMMISSIONERS
/J/����� WEL�OU,N�Y, �L�
ATTEST: ��j ��'(/// (xl
"'""��� �' David E. Long, Chair
Weld County Clerk to the Board
Wi iam. Jerkg, Pro-Tem
BY: �i� SO7y
Deputy Clert'C to the Board L-,
Willi � F. Garcia `^(
APPR AS TO F �rt &4"F�
Robe D. Masden
1rne; 1- 6. _sr
-(a G7 Douglas Kademacher
Date of signature: •
2007-1196
AM0019
en ': 3/ itl0m (... (.it_n;t5) c25 2/-e' 7
AMBULANCE SERVICES AGREEMENT
THIS AMBULANCE SERVICES AGREEMENT (this "Agreement") effective January 1,
2007 (the "Effective Date"), is by and between BANNER HEALTH, an Arizona nonprofit
corporation, d/b/a NORTH COLORADO MEDICAL CENTER ("Banner") and THE COUNTY OF
WELD d/b/a WELD COUNTY PARAMEDIC SERVICE ("Transporter").
RECITALS:
WHEREAS, Banner operates North Colorado Medical Center, an acute care hospital
facility located in Greeley, Colorado (the "Hospital");
WHEREAS, Transporter operates Weld County Paramedic Service which is in the
business of providing emergency and non-emergency medical transportation (ambulance)
services;
WHEREAS, Banner desires to engage Transporter to provide non-emergency medical
transportation services, and Transporter desires to be so engaged, in accordance with the
terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the
receipt and sufficiency are hereby acknowledged, it is understood and agreed to by the parties
as follows:
AGREEMENT:
1. Services and Rates. Banner engages Transporter to provide the medical transportation
services for Hospital patients in non-emergency situations (the "Services), as more
particularly set forth on the schedule attached hereto as Exhibit A and incorporated
herein by reference, during days and at times requested by Banner. Transporter shall
supply all qualified personnel, materials, and equipment necessary to provide the
Services and shall devote its best ability and professional efforts in providing the
Services.
2. Term and Termination. The term of this Agreement shall be one (1) year, commencing
as of the Effective Date and continuing through December 31, 2007 unless earlier
terminated as provided herein. The term of this Agreement may be extended for
additional one (1) year periods upon mutual written agreement of the parties. Either
party may terminate this Agreement, with or without cause, upon at least thirty (30) days
prior written notice to the other party. In the event of a material breach of the terms of
this Agreement by either party, the non-breaching party may terminate this Agreement
upon written notice of such termination to the party in breach.
3. Insurance. During the term of this Agreement, each party agrees to secure and
maintain in force, liability insurance with coverages of reasonably appropriate types
and amounts. Each party agrees to produce, upon request of the other party,
certificates of insurance evidencing such coverage.
4. Governmental Immunity. Transporter does not waive any sovereign immunity and/or
governmental immunity by entering into this Agreement and Transporter retains all
c7Da7- //96
immunities and defenses provided by law with regard to any action based on this
Agreement.
5. Approval of Patient Transport. Prior to performing a non-emergency transport of a
patient from the Hospital, Transporter shall verify that the Hospital's Care Coordination
personnel or, if after hours, the Administrative Representative on duty has approved
such non-emergency transport. Transporter shall obtain the name and title of the
individual at the Hospital approving a transport, and the date and time such approval
was obtained. Transporter may not be compensated by Banner for Services provided to
patients that were not approved by Banner as provided herein.
6. Physician Certification Statement. With respect to each non-emergency patient transport
requested pursuant to this Agreement, Transporter shall be responsible for obtaining a
signed physician certification statement (PCS) regarding the medical necessity for the
ambulance transport from the physician ordering the transport, or such other individual
as specifically authorized by law.
7. Compensation.
7.1 Payment for Services by Patient. The patient is primarily financially responsible
for Services received in connection with most "non-bundled", one-way
ambulance transports, and will be required to affirm such responsibility in writing
prior to the transport, if possible. If the patient is incompetent or otherwise unable
to write, then the Banner will obtain the presence of a responsible party who may
provide such affirmation whenever possible, prior to transport. Transporter will
bill the patient and/or appropriate third party payers for all services, equipment,
supplies and personnel utilized during a reimbursable ambulance transport.
Hospital agrees to refrain from billing the patient for costs incurred in conjunction
with a reimbursable ambulance transport, and further agrees to cooperate fully
with Transporter's attempts to bill for and collect fees owed for transport services,
equipment, supplies and personnel, by providing any contact, billing and
insurance information obtained or maintained on patients who receive
Transporter's services, subject to applicable laws restricting the use or disclosure
of such information Absent a duty to pay the other party contained herein, the
Hospital and Transporter shall each be responsible for collecting their own
payment for services rendered to the patient.
7.2 Payment for Services by Banner. Only after Transporter has been unsuccessful
in collecting payment for its Services (according to Transporter's accounts
receivable and collections policies) from the patient or the patient's insurer,
Banner agrees to compensate Transporter for Services determined not to be
medically necessary, and any other "bundled" service„ and for certain transfers
of Veteran's Administration patients to other health care facilities according to a
base rate, plus a loaded (patient in ambulance) mileage rate as set forth on
Exhibit A. In Banner's sole discretion, Banner may agree to pay a portion of the
fees for Services resulting from the Hospital being on divert status. In addition,
Banner will reimburse Transporter for reasonable and necessary supplies used
during the transport of a patient according to the fee schedule set forth in Exhibit
A. Transporter shall not seek payment from Banner for Services reimbursable by
any commercial third party payor or government health benefit plan. Transporter
shall submit a detailed monthly invoice to Banner within ten (10) days after the
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end of each month in which Services are provided. Banner shall pay the invoice
within thirty (30) days of receipt.
8. Compliance with Regulations and Policies. Transporter shall comply with all standards
applicable to the Services, including, but not limited to, the standards of (a) the Joint
Commission on the Accreditation of Healthcare Organizations, (b) federal, state and
local government laws, rules and regulations, and (c) third party payers. Whenever
providing services or goods pursuant to this Agreement on the premises of the Hospital,
Transporter and its employees and agents shall comply with and observe all rules and
regulations of the Hospital concerning conduct on the premises of the Hospital. If any of
the services or goods provided under this Agreement are services or goods for which
Banner may, directly or indirectly, obtain compensation or reimbursement from any
governmental health program (e.g., Medicare, Medicaid, or TRICARE), Transporter shall
comply with all government reimbursement requirements as specified by Banner and
shall assist Banner in completing necessary documents and records for reimbursement.
9. Compliance with Federal Employment Law. Transporter agrees to comply with all state
and federal Equal Employment Opportunity, Immigration, and Affirmative Action
requirements, including, without limitation, 42 U.S.C. Sec. 2000(e) et seq., the Civil
Rights Act of 1964, the Civil Rights Act of 1991, Sections 503 and 504 of the
Rehabilitation Act of 1973, Section 402 of the Vietnam Era Veterans' Readjustment
Assistance Act of 1974, the Immigration Reform Act of 1986, and the Americans with
Disabilities Act, and any amendments and applicable regulations pertaining to any of the
foregoing.
10. Compliance with HIPAA. Under the Health Insurance Portability and Accountability Act
of 1996, Banner is required to comply with the Standards for Privacy of Individually
Identifiable Health Information contained in 45 C.F.R. Parts 160 and 164, Subparts A
and E (the "Privacy Rule") and the Standards for Security of Electronic Protected Health
Information contained in 45 C.F.R. Part 164, Subpart C, ("Security Rule") as of their
respective effective dates and as amended. If this Agreement must be amended to
secure such compliance, the parties shall meet in good faith to agree upon such
amendments. If the parties cannot agree upon such amendments, then either party may
terminate this Agreement upon thirty (30) days prior written notice to the other party.
11. Confidentiality. Transporter and its employees and agents shall keep confidential all
knowledge, information and documents entrusted to its care by Banner. Neither
Transporter nor any of its employees or agents shall disclose any knowledge,
information or documents entrusted to it or them by Banner to any person, firm or
corporation other than the person, firm or corporation designated by Banner. Knowledge,
information and documents entrusted by Banner to Transporter may include, but are not
limited to, the names of vendors and the terms and conditions (including financial
information) with vendors; the names of patients and the terms and conditions (including
financial information) of agreements with, or for the benefit of, patients; medical records
and information; trade secrets, proprietary and non public information; clinical,
marketing, personnel and administrative policies, procedures, manuals and reports;
written agreements and contracts, including this Agreement; and other assets of Banner.
12. Conflict of Interest Disclosure. Transporter represents and warrants that none of
Transporter, any affiliate of Transporter, or any officers, directors, employees, partners,
members, owners or shareholders of Transporter or any affiliate of Transporter, is
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related to, affiliated in any way with, or employs (or otherwise has a compensation
interest with) any officer, director or employee of Banner.
13. No Federal Exclusion. Transporter hereby represents and warrants that Transporter and
all personnel providing any Services under this Agreement are not, and at no time have
been, excluded from participation in any federally funded health care program, including
Medicare and Medicaid. Transporter hereby agrees to immediately notify Banner of any
threatened, proposed, or actual sanction or exclusion from any federally funded health
care program, including Medicare and Medicaid. Such notice shall contain reasonably
sufficient information to allow Banner to determine the nature of any sanction. In the
event that Transporter or any personnel providing any Services under this Agreement is
excluded from participation in any federally funded health care program during the term
of this Agreement, or if, at any time after the effective date of this Agreement, it is
determined that Transporter is in breach of this Section 13, this Agreement shall, as of
the effective date of such exclusion or breach, automatically terminate.
14. Independent Contractor Status. Transporter shall at all times be deemed to be an
independent contractor of Banner. Transporter's employees shall not be regarded as
employees or agents of Banner for the payment of any employer taxes such as FICA,
unemployment, and workers' compensation, and Banner shall not be responsible for
those taxes or any fringe benefits for Transporter's employees. Further, the employees
of Transporter shall not be regarded as employees of Banner with respect to any
intentional or negligent activity in which they may be involved or for any other purpose.
15. Change In Law. If there is a change in any federal or state law, regulation or rule that
affects this Agreement or the activities of either party under this Agreement, or any
change in the judicial or administrative interpretation of any such law, regulation, or rule,
and either party reasonably believes in good faith that such change shall have a
substantial adverse affect on such party's business operations or its rights or obligations
under this Agreement, then such party may, upon written notice, require the other party
to enter into good faith negotiations to renegotiate the terms of this Agreement. If (a) the
parties are unable to reach an agreement concerning the modification of this Agreement
within the earlier of (i) forty-five (45) days after the date of the notice seeking
renegotiation or (ii) the effective date of the change, or (b) the change is effective
immediately, then either party may immediately terminate this Agreement upon written
notice of such termination to the other party.
16. Regulator/ Termination. If, prior to the expiration of the term of this Agreement, any
federal, state or local regulatory body, including, but not limited to, the Centers for
Medicare and Medicaid Services, the Department of Health and Human Services
("HHS"), or the Internal Revenue Service determines that this Agreement is illegal or
jeopardizes the tax exempt status of Banner or the Hospital or otherwise materially
affects either party's business, then the affected party shall give the other party such
notice as is reasonable in the circumstances and shall make available a reasonable
period within which to cure. If no cure is implemented by the parties, then Banner, in its
discretion may terminate this Agreement with such notice as it deems reasonable under
the circumstances.
17. Non-Exclusive Agreement. This Agreement is not exclusive. Accordingly, either party
shall have the right to enter into one or more agreements relating to the same or similar
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matters as are covered by this Agreement, and execution by either party of such
agreements shall not constitute a breach of this Agreement.
18. Alternative Dispute Resolution Process. If any dispute arising out of this Agreement
cannot be resolved in a timely manner through executive-level negotiation, the parties
shall try in good faith to settle the dispute through non-binding mediation. A neutral third
party mediator shall be agreed upon by the parties. If, within fourteen (14) days after
either party makes written request for mediation, the parties have not agreed upon the
identity of the mediator and the structure thereof, the mediation shall be held in Greeley,
Colorado, and administered by the American Arbitration Association under its
Commercial Mediation Rules, and the parties shall share equally the cost thereof.
Subject to the approval of all parties, such mediation may be conducted by telephone
conference call for the convenience of the parties. A good faith attempt at negotiation
and mediation shall be a condition precedent to the commencement of arbitration or
litigation, but is not a condition precedent to any court action for injunction or other
interim relief pending the outcome of mediation.
19. Enforcement. In the event that either party to this Agreement takes legal action to
enforce any of the terms of this Agreement, the court, the arbitrator or any other
presiding body or individual shall have the power to, and the parties shall direct such
court, arbitrator, or other presiding body or individual to, award reimbursement for the
prevailing party's reasonable expenses, including, but not limited to, reasonable
attorneys' fees incurred in connection with such action.
20. Arms Length Negotiations. Banner and Transporter expressly acknowledge that the
compensation provided for in this Agreement has resulted from arm's length negotiations
between the parties, has not been determined in a manner that takes into account the
volume or value of any referrals or business otherwise generated between the parties,
and is, to the best knowledge of each party, consistent with fair market value for the
services to be rendered.
21. Medicare Fraud and Abuse. Notwithstanding any unanticipated effect of any of the
provisions herein, neither party shall intentionally conduct itself under the terms of this
Agreement in a manner to constitute a violation of the Medicare and Medicaid Fraud and
Abuse Provisions (42 U.S.C. Sections 1395nn(b) and 1396h(b)), including the Medicare
and Medicaid Anti-Fraud and Abuse Amendments of 1977 and the Medicare and
Medicaid Patient and Program Protection Act of 1987 (42 U.S.C. Sections 1320a-7 et
seq.) or any other applicable federal, state or local law, rule, or regulation. If, prior to
expiration of the term of this Agreement, federal, state or local laws, rules or regulations
are enacted and affect either party's performance or ability to perform or if such newly
enacted laws, rules or regulations render this Agreement illegal or unenforceable, this
Agreement shall automatically terminate.
22. Retention and Inspection of Records. Transporter shall keep all records related to this
Agreement on file for a period of four (4) years from the date the record is made.
Transporter shall, upon reasonable notice, give Banner or its authorized representative
the privilege, at a reasonable time, of inspecting, examining, and auditing, during normal
business hours, such of Transporter's business records that are directly relevant to this
Agreement, including, without limitation, the financial arrangement between the parties.
The cost of such inspection, examination, and audit shall be at the sole expense of
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Banner, and such inspection, examination, and audit shall be conducted where said
records are normally maintained.
23. Access to Records for Government Inspection. Transporter agrees, until the expiration of
four (4) years after the furnishing of the Services to be provided under this Agreement, to
make available, upon request, to the Secretary of HHS, the Comptroller General of the
United States of America, or any of their duly authorized representatives, the contracts,
books, documents and records that are necessary to certify the nature and extent of
reimbursable costs under the Medicare laws. If Transporter carries out any of the
agreements under this Agreement through a subcontract with a value or cost of Ten
Thousand Dollars ($10,000.00) or more over a twelve (12) month period with a related
organization, such subcontract shall contain a requirement identical to that set forth in
the preceding sentence.
24. Assignment. This Agreement may not be assigned by either party without the prior
written consent of the other party. If consent to an assignment is obtained, this
Agreement is binding on the successors and assigns of the parties to this Agreement.
Notwithstanding any provision of this Agreement to the contrary, Banner shall have the
right to assign or otherwise transfer its interest under this Agreement to any "related
entity." For the purposes of this Section 24, a related entity shall be deemed to include a
parent or subsidiary of Banner, any entity that acquires all or substantially all of Banner's
assets or operations relating to this Agreement, and the surviving entity of any merger or
consolidation involving Banner. Any assignment to a related entity shall not require the
consent or approval of Transporter in order to be effective.
25. Corporate Authority. The individual(s) executing this Agreement on behalf of, or as a
representative for, a corporation or other person, firm, partnership or entity, represents
and warrants that he/she is duly authorized to execute and deliver this Agreement on
behalf of such corporation, person, firm, partnership or other entity and that this
Agreement is binding upon such entity in accordance with its terms.
26. Waivers. No waiver of the enforcement or breach of any agreement or provision herein
contained shall be deemed a waiver of any preceding or succeeding breach thereof or of
the enforcement of any other agreement or provision herein contained. No extension of
time for performance of any obligations or acts shall be deemed an extension of the time
for performance of any other obligations or acts.
27. Severability. If any provision of this Agreement, or any application thereof to any person,
shall be invalid or unenforceable to any extent, the remainder of this Agreement, and the
application thereof to other persons or circumstances, shall not be impaired, and shall
be enforced to the fullest extent permitted by law.
28. Force Maieure. Neither party shall be liable for any delay or failure in performance
hereunder caused, in whole or in part, by reason of force majeure, which shall be
deemed to include the occurrence of any event beyond the control of the parties, war
(whether an actual declaration thereof is made or not), sabotage, insurrection, riot and
other acts of civil disobedience, action of a public enemy, laws, regulations or acts of
any national, state or local government (or any agency, subdivision or instrumentality
thereof), judicial action, labor dispute, accident, fire, explosion, flood, storm or other act
of God.
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29. Counterparts. This Agreement may be executed in one or more copies or counterparts,
each of which when signed shall be an original, but all of which together shall constitute
one instrument.
30. Governing Law. This Agreement shall be governed by the internal substantive law of the
State of Colorado, without regard for conflicts of laws provisions.
31. Integration and Amendment. This Agreement, including any attachments and
documents specifically incorporated herein by reference, contains the entire agreement
between the parties. All prior negotiations between the parties are merged in this
Agreement, and there are no understandings or agreements other than those
incorporated herein. This Agreement may not be modified except by written instrument
signed by both parties.
32. Notice. Any notice required to be given under this Agreement shall be in writing, and
shall be deemed delivered when personally delivered or three (3) days after the same is
sent by certified mail, postage prepaid as follows:
If to Transporter Weld County Paramedic Service
1121 M Street
Greeley, Colorado 80631
Attn: Director
If to Banner: Banner Health
d/b/a North Colorado Medical Center
1801 16th Street
Greeley, Colorado 80631
Attn: Chief Executive Officer
with a copy to: Banner Health
1801 16th Street
Greeley, Colorado 80631
Attn: Legal Department
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IN WITNESS WHEREOF, the parties have executed this Agreement individually or by
signature of their duly authorized representative as of the signature dates set forth below, to be
effective as of the Effective Date.
BANNER: TRANSPORTER:
BANNER HEALTH WELD COUNTY PARAMEDIC SERVICE
D/B/A NORTH COLORADO MEDICAL
CENTER
1
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By: n ti t2,iJ) nom- By.
Name A
I & Han, Name: _/- '� _
s Title: F it4 ,t,t 04ctc.ra Title: • J/�
Date: i-( -t<6-0 7 Date: 41 ^ C7
BOARD OF COUNTY COMMISSIONERS
FOR THE COUNTY OF WELD
STATE OF COLORADO ,404 J S. Miti
By: Or It61 ( ��l ^'
David E. Long, Chair �. !Iti I Vitt �e t tt(
Date:
APR 3 0 2007 � „-puty Cjbrk to the Bozrd
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EXHIBIT A
WELD COUNTY PARAMEDIC SERVICE
2007 CHARGES
,. , CHARGES`4 AMOUNTat _
ALS Emergency Base Rate $ 1 ,342.00 _
ALS Non-Emergency Base Rate $ 1 ,342.00
ALS - GMC Transfer $ 671 .00
ALS 2 Base Rate $ 1 ,650.00
BLS Emergency Base Rate $1 ,342.00
BLS Non-Emergency Base Rate $ 671 .00
BLS Non-Emergency Transfer $ 671 .00
Transportation Van $ 300.00
Patient Evaluation / Treatment /
No Transport $ 150.00
Hospice Contract Patient $ 300.00
Standby - One Medic Per Hour $ 75.00
Standby- Two Medics Per Hour $ 150.00
Mileage $ 18.00 / Per Mile
Mileage Multiple Patient $18.00 / Per Mile Divided by # of
Patients
Advanced Airway $ 300.00
Oxygen $ 80.00
IV/I0 Therapy $ 80.00
Medications $ 40.00
Cardiac Monitor: Monitor /
12 Lead / Pace / Defibrillate /
Cardiovert / Pulse Oximeter /
Capnography $ 100.00
1801 16th Street
Greeley,CO 80631
Obi
Banner Health r,. l>411
North Colorado 1 U
Medical Center CQMt'11SS,�xERs
APR 2b P
2: 28
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April 23, 2007 RE•C.°V ED
Weld County Paramedic Service
Attn: Director
1121 M Street
Greeley, CO 80631
Re: Ambulance Services Agreement
Dear Sir:
Enclosed you will find duplicate originals of the above-referenced contract between Weld
County Paramedic Service and North Colorado Medical Center for signature by the appropriate
individuals.
Please return one original to me in the enclosed envelope. Should you have any questions, please
call at your convenience.
Sincerely,
ge/62
Debbie Hoekstra
Contracts Coordinator
North Colorado Medical Center
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2007-1196
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