City of Napa/AMR First Response Advanced Life Support (FRALS) Agreement Page 1 of 8
SERVICES AGREEMENT
FOR FIRST RESPONSE ADVANCED LIFE SUPPORT SERVICES BETWEEN THE CITY OF NAPA AND
AMERICAN MEDICAL RESPONSE WEST
City Agreement No. _________________
City Budget Code: 42272-33703_______
This Services Agreement for First Response Advanced Life Support Services (“Agreement”) by and between the City of Napa, a California charter city (“City”), and American Medical Response West , a California corporation (“AMR”), is effective on the Effective Date identified on the signature page.
RECITALS
A. The County of Napa (the “County") on September 14, 2021, entered into an Agreement with AMR for Countywide Emergency Ambulance Services with Advanced Life Support Ambulance Transport No. 220120B (“Ambulance Transport Agreement”).
B. The emergency ambulance services that AMR provides to the County pursuant to the County Transport Agreement include services in the City’s service area. Section V of the Ambulance Transport Agreement allows AMR additional time to respond to an emergency call when it enters into an agreement with fire agencies which can arrive on-scene and provide first response Advanced Life Support services (“FRALS Services”) to patients.
C. AMR’s primary responsibility is to provide advanced life support (“ ALS”) ambulance transportation services within the County’s designated Exclusive Operating Area (“ EOA”). AMR will occasionally arrive at scene in the absence of fire or law enforcement responders. In such cases, and as allowed by the Ambulance Transport Agreement (Agreement 220120B, Section III, 3.9, A., 2. ), AMR shall assume incident command, and will provide first response, patient care, transportation services and incident management until the appropriate public safety responder having primary investigative authority arrives at scene and assumes incident command. Pursuant to the California Health and Safety Code, including Sections 1798.6(a) and 1797.220, the Napa County Emergency Medical Services (“EMS”) Agency delegates to AMR’s first arriving ALS response unit the authority and responsibility to function as the authority for patient health care management at the scene of an emergency, unless an ALS fire agency provider with jurisdiction for that area is on scene.
D. Section 3.1.A.2.a. of the Ambulance Transport Agreement requires that AMR use commercially reasonable efforts to negotiate agreements with the City for the provision of FRALS Services to be provided by City.
E. AMR and the City wish to memorialize their mutual understanding and establish a cooperative framework for the coordination of the use of City’s FRALS Services, and the restocking and/or exchange of medical supplies.
NOW, THEREFORE, the City and AMR, for the mutual consideration described herein, agree as follows:
1. SCOPE OF SERVICES.
1.1. Purpose of Agreement . The purpose of this Agreement is to allow AMR to use City’s FRALS Services and response times to comply with AMR’s response time requirements as described in Section V of the Ambulance Transport Agreement. City and AMR will perform the services described in the Provision of Services, attached hereto as Exhibit “A”, and incorporated herein by reference (“Services”), in accordance with the terms and conditions of this Agreement.
1.2. Provision of Services . AMR and City shall provide their respective services , and perform their ATTACHMENT 1
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respective obligations, described in Exhibit "A" hereto (the "Services") in accordance with the terms and conditions set forth herein.
1.3. Compliance with Laws. The Parties will comply in all material respects with all applicable federal, state, and local laws and regulations, including but not limited to, California Health and Safety Code Section 1797.178, California Code of Regulations §100168, and the federal Anti -kickback statute. Each Party’s vehicles will conform to applicable state regulations and AMR’s vehicles will be duly licensed for the transportation of patients. All City personnel staffing vehicles that provide the Services and all AMR personnel staffing vehicles that provide AMR Services will be licensed, locally accredited, or certified as required by applicable law.
2. TERM. The term of this Agreement shall be two (2) years, commencing on June 8, 2022 and terminating on June 7, 2024 (“Term”). The Term shall renew annually each June 8th for an additional year unless either party provides written notice of termination to the other party by October 1st of the then-current Term, or this Agreement is earlier terminated pursuant to Section 3 below ; provided however , in no event shall the Term of this Agreement be extended beyond January 1, 2027, the date the Ambulance Transport Agreement expires.
3. TERMINATION. Each party may terminate this Agreement: (a) at any time without cause and at its sole discretion upon one hundred twenty (120) days written notice to the other part y; or (b) upon the major breach of this Agreement by the other party. A major breach includes but is not limited to (i) loss or suspension of licensure necessary for the provision of Services under this Agreement; (ii) loss or reduction of insurance coverage; (iii) conditions and circumstances that constitute a material breach under the Ambulance Transport Agreement (as that term is defined under Section 12.6 of the Ambulance Transport Agreement). If either party reasonably determines that the other party has committed a major breach of this Agreement, it shall first provide written notice to the other party setting forth the specific deficiency, the required correction, and a reasonable time period to correct the deficiency but, in any case, not less than sixty (60) days from the date of the notice. Upon the party's reasonable determination that the other party has failed to timely cure the deficiency, the party may terminate this Agreement upon 30 days written notice.
4. STANDARDS OF SERVICE. Both parties represent and warrant that (a) any and all Services shall be provided in accordance with the County standards of quality and care applicable to the Services provided, as set forth in the Ambulance Transport Agreement; and (b) all Services rendered shall be performed in a good and workmanlike manner.
5. MATERIAL CHANGES . In the event a material change that affects the fundamental economic or operational terms of this Agreement occurs, the parties shall negotiate in good faith a resolution within ninety (90) days of written notice of the material change and work to negotiate and execute a written amendment to this Agreement reflecting the material change in accordance with the requirements of this Agreement.
6. NO COMPENSATION. Neither party shall have any obligation to compensate the other for the Services provided under this Agreement, except as provided in Exhibit “A.”
7. RECORD RETENTION. The parties will retain books and records respecting Services rendered to patients pursuant to this Agreement for the greater of five (5) years or the time periods required under all applicable laws (including the requirements of the Secretary of Health and Human Services ("HHS")) and allow access to such books and records by duly authorized agents of the Secretary of HHS, the Comptroller General and others to the extent required by law.
8. AUDIT RIGHTS. The parties with reasonable advance written notice shall provide representatives of the other party or the U.S. Government (as specified in the notice), with access to all records, documents, fiscal and accounting data, and other information (whether in paper form, microform, electronic media, or other form) that relate specifically t o the Services that the other party provides under this Agreement. This obligation shall survive for a period of three (3) years following termination of this Agreement or until such later time as required under applicable law and regulation.
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9. INDEMNITY. To the fullest extent permitted by law, each party shall hold harmless, defend at its own expense, and indemnify the other party and the ir respective elected and appointed officials, officers, agents, employees and volunteers from any and all liability or c laims (including actions, demands, damages, injuries, settlements, losses, or costs [including legal costs and attorney's fees]) (collectively, “Liability”) arising from all acts or omissions to act of itself or its officers, agents, employees, volunteers, and subcontractors in rendering the S ervices under this Agreement, excluding, however, Liability arising from the sole gross negligence or willful acts of the other party or its officers, agents, employees or volunteers. Each party shall notify the other party immediately in writing of any Liability related to activities performed under this Agreement. The parties shall cooperate with each other in the investigation and disposition of any Liability arising out of the activities under this Agreement, provided however, that nothing shall require either party to disclose any documents, records, or communications that are protected under peer review privilege , attorney-client privilege, or attorney work product privilege.
10. AUTHORIZED REPRESENTATIVE. AMR hereby assigns its Regional Director (or other representative as AMR may designate from time -to-time) to serve as AMR’s authorized representative (“Authorized Representative”), to personally participate in and manage the Services provided under this Agreement, and to serve as the primary point of contact for all matters pertaining to this Agreement.
11. NOTICES. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows, with notice deemed given as indicated: (a) by personal delivery, when delivered personally; (b) by overnight courier, upon written verification of receipt; (c) by facsimile transmission, upon acknowledgment of receipt of electronic transmission; or (d) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the following addresses:
TO CITY: Zach Curren, Fire Chief
CITY OF NAPA
P.O. Box 660
NAPA, CA 94559-0660
[email protected]
TO AMR: Regional Director
841 Latour Court
Napa, Ca 94558
With Copy to:
c/o Law Department
Global Medical Response, Inc.
6363 S. Fiddlers Green Circle, Suite 1500
Greenwood Village, CO 80111
12. DEFAULT AND DISPUTE RESOLUTION.
12.1. Dispute Resolution. If any dispute arises between the parties in relation to this Agreement, the Authorized Representatives for each party will meet, in person, as soon as practicable, to engage in a good faith effort to resolve the dispute informally. If the parties are unable to resolve the dispute, in whole or in part , through informal discussions, the parties agree to participate in mediation .
Notwithstanding the existence of a dispute, AMR will continue providing the Services during the course of any dispute, unless otherwise directed by the City.
12.1.1. Either party may give written notice to the other party of a request to submit a dispute to mediation, and a mediation session must take place within 60 days of the date that such notice is given, or sooner if reasonably practicable. The parties will jointly appoint a mutually acceptable mediator. The parties will share equally the costs of the mediator; however, each party will pay its own costs of preparing for and participating in the mediation, including any legal costs.
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12.1.2. Good faith participation in mediation pursuant to this Section is a condition precedent to either party commencing litigation in relation to the dispute. In addition, any claims by AMR arising from or related to this Agreement are subject to the claim presentment requirements in the Government Claims Act (Government Code section 900 et seq.).
13. INSURANCE. The Parties currently maintain and will maintain during the Term of this Agreement liability insurance policies for claims that may arise out of the Services provided under this Agreement or the Ambulance Transport Agreement. The Parties shall maintain comprehensive general and automobile liability coverage with limits no less than the amounts set forth in the Ambulance Transport Agreement No. 220120B, Exhibit 4 – “Minimum Insurance Requirements”. The Parties shall maintain medical professional liability coverage with limits no less than the amounts set forth in the Ambulance Transport Agreement. The Parties shall maintain workers’ compensation insurance in the statutory required amounts. The Par ties shall exchange, upon execution of this Agreement, certificates of insurance evidencing the coverage required herein. Notwithstanding the foregoing, either Party may self-insure any or all of the noted coverages, provided they are able to document sufficient reserves to cover exposures in the amounts noted above. In the event of self -insured coverage, the Party shall provide a letter evidencing such reserves to the other Party. Coverage shall not be cancelled without using best efforts to notify the ot her Party in writing at least thirty (30) days prior to such cancellation.
Each Party’s insurance shall be primary and non -contributory for automobile and professional liability when it is solely providing services.
14. CONFIDENTIALITY. All information with respect to the operations and business of a party and any other information considered to be and treated as confidential by that party gained during the negotiation or Term of this Agreement will be held in confidence by the other party and will not be divulged to any unauthorized person without prior written consent of the other party, except for disclosure required by law, subpoena, court or administrative order, regulation, the Ambulance Transport Agreement or third-party reimbursement agreements. AMR acknowledges and agrees that information submitted to City pursuant to this Agreement may be subject to compulsory disclosure by City upon request from a member of the public under the California Public Records Act, Government Code sections 6250 et seq. The obligations under this section shall not apply to information which (a) at the time of disclosure is in the public domain or, after disclosure, enters the public domain other than by breach of this Agreement; or (b) is already in the possession of the recipient at the time of disclosure and is not acquired from the other Party; or (c) is later received on a non-confidential basis from a third Party having the right to impart such information; or (d) is independently developed by the recipi ent's employees who did not have access to such information in connection with this Agreement.
15. HIPAA COMPLIANCE. Each party shall comply with the privacy provisions of the Health Insurance Portability and Accountability Act of 1996 and the regulations the reunder (“HIPAA”), and with such other requirements of HIPAA that may become effective during the Term. City shall reasonably assist AMR in complying with HIPAA, including assisting AMR in providing AMR’s notice of privacy practices to patients prior to non -emergency transports and as soon as reasonably possible after emergency transports, and obtaining an acknowledgment of delivery of such notices for non-emergency transports.
Each party acknowledges and agrees that it is considered a covered entity under HIPAA. Accordingly, both parties are permitted to use and disclose Protected Health Information in accordance with HIPAA without an additional written authorization of the patient as long as both parties have a direct relationship with the patient. All patient medical records shall be treated as confidential so as to comply with all state and federal laws.
16. RELATIONSHIP. In the performance of this Agreement, each party shall be, as to the other, an independent entity, and neither party shall have the right or authority, express or implied, to bind or otherwise legally obligate the other. Nothing contained within this Agreement shall be construed to constitute either party assuming or undertaking control or direction of the operations, activities or medical care rendered by the other. As to either party's employees, nothing contained herein shall b e construed in such a manner as to give effect to the notion that either party shall in anyway assume responsibility for the oversight or provision of the other party's employee benefits, including but not limited to the payment of wages, provision of health insurance, or any and all other commonly accepted benefits of employment.
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17. COOPERATION. The parties shall cooperate and assist each other to provide the best possible care to patients within City of Napa. The cooperation shall include periodic: (i) reviewing and revising operational guidelines; (ii) evaluating AMR and City's performance of the Services which directly affect the other party; (iii) resolving any disagreement and misunderstandin gs privately; (iv) and undertaking other matters related to the administration of this Agreement.
18. COMPLIANCE PROGRAM AND CODE OF CONDUCT. AMR has made available to the City a copy of its Code of Conduct, Anti -kickback policies and other compliance policies, as may be changed from time-to-time, at AMR's web site, located at: www.amr.net, and the City acknowledges receipt of such documents. AMR warrants that its personnel shal l comply with AMR's compliance policies, including training related to the Anti-kickback Statute.
19. BACKGROUND INVESTIGATION. To the extent applicable, e ach Party warrants and represents that it has performed a background investigation on employees who prov ide Services or drive vehicles as part of the Services (“Background Investigation”) that meets or exceeds the current required standards as defined by Centers for Medicare & Medicaid Services program and other governmental payer programs. Each Party also warrants and represents that it shall perform a Background Investigation including drug testing on future employees who will provide Services or drive vehicles as part of the Services.
20. NON-EXCLUSION. Each party represents and certifies that neither it n or any practitioner who orders or provide Services on its behalf hereunder has been convicted of any conduct that constitutes grounds for mandatory exclusion as identified in 42 U.S.C.§ 1320a -7(a). Each party further represents and certifies that it is not ineligible to participate in Federal health care programs or in any other state or federal government payment program. Each party agrees that if DHHS/01G excludes it, or any of its practitioners or employees who order or provide Services, from participati on in Federal health care programs, the party must notify the other party within five (5) days of knowledge of such fact, and the other party may immediately terminate this Agreement, unless the excluded party is a practitioner or employee who immediately discontinues ordering or providing Services hereunder.
20. REFERRALS. To the extent applicable, it is not the intent of either party that any remuneration, benefit, or privilege provided for under this Agreement shall influence or in any way be based on the referral or recommended referral by either party of patients to the other party or its affiliated providers, if any, or the purchasing, leasing, or ordering of any services other than the specific services described in this Agreement. Any payments specified herein are consistent with what the parties reasonably believe to be a fair market value for the services provided. City represents and warrants that the rates and pricing that it has accepted do not place it in violation of any federal or state anti-kickback statute.
21. CUSTODIAN OF RECORDS . Each party shall act as the custodian of records for the individual agency's patient care reports.
22. EQUAL EMPLOYMENT OPPORTUNITY. If the provisions of Executive Order 11,246 are applicable to this Agreement, the parties incorporate the equal employment opportunity clause set forth in 41 C.F.R. part 60-1. If the provisions of Executive Order 13,496 are applicable to this Agreement. the parties incorporate the clause set forth in 29 C.F.R. part 471, Appendix A to Subpart A.
23. GENERAL PROVISIONS.
23.1 Headings. The heading titles for each section of this Agreement are included only as a guide to the contents and are not to be considered as controlling, enlarging, or restricting the interpretation of this Agreement.
23.2 Severability. If any term of this Agreement (including any phrase, provision, covenant, or condition) is held by a court of competent jurisdiction to be invalid or unenforceable, this Agreement will be construed as not containing that term, and the remainder of this Agreement will remain in full force and effect; provided, however, this section will not be applied to the extent that it would result in a frustration of the parties’ intent under this Agreement.
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23.3 Governing Law, Jurisdiction, and Venue. The interpretation, validity, and enforcement of this Agreement will be governed and interpreted in accordance with the laws of the State of California.
Any suit, claim, or legal proceeding of any kind related to this Agreement will be filed and heard in a court of competent jurisdiction in the State of California.
23.4 Attorney’s Fees. If any litigation is commenced to enforce or interpret this Agreement, the prevailing party is entitled to reasonable attorney’s fees, costs, and expenses incurred.
23.5 Assignment and Delegation. This Agreement will not be assigned or transferred in whole or in part, nor will any of a Parties’ duties be delegated without the other Party’s prior written consent. Any attempt to assign, transfer, or delegate this Agreement, in whole or any part, without the other Party’s prior written consent will be void and of no force or effect. Any consent by a Party to one assignment, transfer, or delegation will not be deemed to be consent to any subsequent assignment, transfer, or delegation.
23.6 Modifications. This Agreement may not be amended or modified orally. No amendment or modification of this Agreement is binding unless it is in a writing signed by both parties.
23.7 Waivers. No waiver of a breach, default, or duty under this Agreement will be effective unless it is in writing and signed by the party waiving the breach, default, or duty. Waiver of a breach, default, or duty under this Agreement will not constitute a continuing waiver or a waiver of a ny subsequent breach, default, or duty under this Agreement.
23.8 Entire Agreement. This Agreement, including all documents incorporated herein by reference, comprises the entire integrated understanding between the parties concerning the Services. This Agreement supersedes all prior negotiations, agreements, and understandings regarding this matter, whether written or oral. The documents incorporated by reference into this Agreement are complementary; what is called for in one is binding as if called for in all. If any provision in any document attached or incorporated into this Agreement conflicts or is inconsistent with a provision in the body of this Agreement, the provisions in the body of this Agreement will control over any such conflicting or inconsistent provisions.
23.9 Interpretation. Each party to this Agreement has had an opportunity to review th is Agreement, and to consult with its respective legal counsel regarding the meaning of th is Agreement.
Accordingly, Civil Code Section 1654 will not apply to interpret any uncertainty in the meaning of this Agreement.
[Signature page follows.]
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25. SIGNATURES.
25.1 Counterparts. This Agreement may be executed in counterparts, each one of which is deemed an original, but all of which together constitute a single instrument.
25.2 Signatures. The individuals executing this Agreement represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Agreement on behalf of the respective legal entities of the AMR and the City.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective on the Effective Date set forth below.
CITY: AMR:
CITY OF NAPA, a California charter city American Medical Response West, a California corporation
By: By:
Zach Curren, Fire Chief Thomas Wagner, Group President
ATTEST: By:
Sean Russell, Region President
Tiffany Carranza, City Clerk
Date:
(“Effective Date”)
COUNTERSIGNED:
Joy Riesenberg, City Auditor
APPROVED AS TO FORM:
Michael W. Barrett, City Attorney
A COPY OF THIS EXECUTED AGREEMENT SHALL BE DELIVERED TO THE COUNTY OF NAPA.
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EXHIBIT “A”
Provision of Services
1.0. First Response Advanced Life Support (FRALS) Agreement. The County has permitted AMR to use City’s FRALS Services and response times for the purpose of receiving additional time to respond to an emergency call equal to an extra two minutes for an Urban call, three minutes for a Suburban call, and five minutes for a Rural 1 call within the City of Napa for Priority 1 and Priority 2 responses. When providing FRALS Services under this Agreement, City agrees to:
a. Assess all patients and begin treatments according to protocol; b. Reduce incoming ALS ambulance to Priority 2, if Priority 1 response is unnecessary at the discretion of the Public Safety Incident Commander;
c. Complete an ePCR on all medical responses;
d. Participate in the EMS Agency quality improvement program; e. Both parties agree to share and provide response time data (alarm to arrival) for medical responses.
In acknowledgement of the value received by AMR in being able to extend its response time requirements for Priority 1 and Priority 2 calls within the City under the Ambulance Transport Agreement as described above, AMR agrees to reimburse City one hundred fifty-six thousand two hundred fifty dollars ($156,250) per year (the “Annual Fee”) within thirty (30) days following receipt of an invoice by City and no later than by August 30 of each year. The Annual Fee is subject to an automatic annual escalator in an amount equal to the greater of (a) 3% or (b) the percentage increase in the Consumer Price Index for All Urban Consumers: San Francisco-Oakland-Hayward, CA (“CPI”) subject to a maximum of 6.99% . The City warrants and represents that the payments made by AMR to City are fair market value for those City Services. The City shall not bill any patients or third-parties for ambulance transport services provided by AMR.
2.0. Restock. For each incident for which the City provides FRALS Services, AMR shall, at its sole cost and expense, restock City personnel on-scene on a one-for-one basis with all disposable supplies and non- regulated medications used by City during the provision of patient treatment. Said restock should, whenever possible, occur on scene and at the conclusion or transfer of patient care. Should an on-scene restock of supplies not be possible, the City’s On-Duty Battalion Chief and AMR Supervisor will consult to facilitate the restock at the earliest feasible time following the incident.
3.0. Exchange. City will make every effort to prevent the expiration of any restocked supplies provided by AMR pursuant to this Agreement. City shall be responsible for rotating supplies so that those closest to expiration are utilized first. City shall work with AMR to identify an efficient process for exchange of nearly expired medications and supplies. City will provide to AMR a monthly inventory of medications and equipment expiring within thirty (30) days using an approved form. Upon receipt of the monthly inventory form, AMR shall ready for distribution the needed replacement items within four teen (14) days. City and AMR will collaboratively coordinate pickup and/or delivery of supplies.
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