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HomeMy WebLinkAboutAmerican Medical Response - Blood Draw Services AgreementBLOOD DRAW SERVICES AGREEMENT THIS AGREEMENT is made between American Medical Response Ambulance Service, Inc. ("AMR") and the customer City of Yakima, Yakima Police Department set out on the signature page of this Agreement. This Agreement is effective as of the date of last signature. WHEREAS, the Customer desires to have AMR render to its clients, customers, patients, or employees ("Patients") certain out - of -hospital health services and AMR has the experience and resources available to provide such services. NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: , Provision of Services. AMR will provide the health services described in Schedule "A" hereto (the "Services") to Patients on the conditions, if any, described in Schedule "A" and in the service area(s) described in Schedule "A" (the "Service Area"), as requested by the Customer and/or its agents. 2. Compliance. Each party will abide in all material respects by all applicable federal (including any Department of Transportation ("DOT") regulations and the Anti -Kickback Statute) and state laws and regulations in connection with its provision of Services hereunder. All personnel that provide the Services will be licensed or certified as required by applicable law. For Services that require AMR to send specimens or samples from Patients to an outside laboratory, AMR will use laboratories that are certified and licensed to analyze the specimen or sample taken. All vehicles that AMR uses for Services will conform to any applicable state regulations and any applicable licensure requirements. 3, Standards. The Services shall be provided in accordance with prevailing industry standards of quality and care applicable to mobile health services. 4. Scheduling of Services. Customer shall provide AMR with a minimum of two (2) business days' notice to provide scheduled Services ("Scheduled Services"). For Services which by their nature cannot be pre -scheduled, Customer shall request Services from AMR as soon as it determines that it needs Services ("Unscheduled Services"). AMR's response for a request for Unscheduled Services is subject to availability of resources including, vehicles and personnel, as further described in Schedule "A". The Customer recognizes that resources may not be immediately available. 5. Compensation and Billing. The Customer shall pay to AMR the amounts set out in Schedule "A" for Services provided to Patients. Payment shall be made within thirty (30) days of the invoice date. In the event payment is not timely made, AMR reserves the right to charge interest on the unpaid amount at the rate of twelve percent (12%) per annum. 6. Indemnification. Each party agrees to be responsible and assume liability for its own wrongful and/or negligent acts or omissions or those of their elected and appointed officials, officers, employees, independent contractors, agents, and volunteers to the fullest extent required by law. Each party agrees to protect, defend, indemnify and hold harmless the other party's elected and appointed officials, officers, employees, independent contractors, agents, and volunteers from any and all claims, demands, losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings and all judgments, awards, costs and expenses (including reasonable costs and attorney fees) resulting from death or bodily injury to any person or damage or destruction to a third party or third parties to the extent caused by any negligent act and/or omission of the indemnifying "at fault" party, its elected and appointed officials, officers, employees, agents, and volunteers and/or subcontractors, arising out of the performance of this Agreement. In the case of negligence of more than one party to this Agreement, any damages shall be in proportion to the percentage of negligence attributed to each party, and each party shall have the right to contribution from the other party in proportion to the percentage of negligence attributed to the other party. Nothing contained in this section of this Agreement shall be construed to create a liability or a right of Indemnification in any third party. The provisions of this section shall survive the termination or expiration of this Agreement. It is further provided that no liability shall attach to the City by reason of entering into this agreement except as expressly provided herein. 7. Insurance. At all times during performance of the Services, AMR shall secure and maintain in effect insurance to protect the City and the AMR from and against all claims, damages, losses, and expenses arising out of or resulting from AMR's performance under this agreement, AMR shall provide and maintain in force insurance in limits no less than that stated below, as applicable. The City reserves the right to require higher limits should it deem it necessary in the best interest of the public. Commercial Liability Insurance. Before this agreement is fully executed by the parties, AMR shall provide the City with a certificate of Insurance as proof of commercial liability insurance with a minimum liability limit of $1,000,000.00 per occurrence combined single limit bodily injury and property damage, and $5,000,000.00 general aggregate. If AMR carries higher coverage limits, such limits shall be shown on the certificate of insurance and endorsements. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this agreement. The policy and endorsements shall name the City of Yakima, it elected and appointed officials, officers, agents, employees, and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel the insurance without first giving the city thirty (30) calendar days prior written notice. The insurance shall be with an insurance company or companies rated A-VIt or higher in Best's Guide and admitted in the State of Washington. Commercial Automobile Liability Insurance. Before this agreement is fully executed by the parties, AMR shall 2018 AMR Blood Draw Agreement Confidential and Proprietary provide the City with a certificate of insurance as proof of commercial automobile liability insurance with a minimum liability limit of $5,000,000.00 per occurrence combined single limit bodily injury and property damage. If AMR carries higher coverage limits, such limits shall be shown on the Certificate of Insurance and Endorsements. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this agreement. The policy and endorsements shall name the City of Yakima, its elected and appointed officials, officers, agents, employees, and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City thirty (30) calendar days prior written notice. The insurance shall be with an insurance company or companies rated A-V11 or higher in Best's Guide and admitted in the State of Washington. All policies must reflect that they are primary insurance coverage and non-contributory. 8. Record Retention. AMR will retain books and records respecting Services rendered to Patients for 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 Customer and duly authorized agents of the Secretary of HHS, the Comptroller General and others to the extent required by law. 9. Term. The initial term of this Agreement shall be three years, commencing on the date of last signature, and this Agreement shall automatically renew for a subsequent two-year period thereafter, subject to the termination rights herein, unless the City gives written notice to the contrary within 30 days of expiration of the original three-year term. The initial term and all renewal periods shall be cumulatively referred to as the -Term". 10. Termination. Each party may terminate this Agreement: (a) at any time without cause and at its sole discretion upon thirty (30) days written notice to the other party; or (b) upon the material breach of this Agreement by the other party if such breach is not cured within fifteen (15) days of notice thereof to the other party. Notwithstanding the foregoing: (i) AMR may terminate this Agreement upon a default by the Customer in the payment of monies due and owing to AMR if such breach is not cured within ten (10) days of notice thereo f to the Customer; (ii) the Customer may terminate this Agreement upon the failure of AMR to respond to requests by the Customer for the provision of Services to Patients within the Service Area, if such failure is not cured within ten (10) days of notice thereof to AMR; and (iii) the Customer may terminate this Agreement immediately upon notice to AMR following AMR's loss or suspension of licensure necessary for the provision of the Services. 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: If to Customer: City of Yakima, Yakima Police Department 200 S. 3rd Street Yakima, WA 98901 Attention: Captain Shawn Boyle If to AMR: American Medical Response Attention: Paul Priest 1425 N Washington St Spokane, WA 99201 With Mandatory Copy to: Legal Department American Medical Response, Inc. 6363 S Fiddler's Green Circle, 14th Floor Greenwood Village, Colorado 80111 12. Confidentiality. All information with respect to the operations and business of a party (including the rates charged hereunder) 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 access required by law, regulation and third party reimbursement agreements. 13. Referrals. 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. 14. Relationship. In the performance of this Agreement, each party hereto shall be, as to the other, an independent contractor and neither party shall have the right or authority, express or implied, to bind or otherwise legally obligate the other except as otherwise required by this agreement. Nothing contained in 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. AMR and Customer administrative staff shall meet on a regular basis to address issues of mutual concern related to the provision of Services and the parties' respective rights and obligations hereunder. 2018 AMR Blood Draw Agreement Confidential and Proprietary 2 15. Force Majeure. AMR shall not be responsible for any delay in or failure of performance resulting from acts of God, riot, war, civil unrest, natural disaster, labor dispute or other circumstances not reasonably within its control. 16. Compliance Program and Code of Conduct. AMR has made available to the Customer 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 Customer acknowledges receipt of such documents. AMR warrants that its personnel shall comply with AMR's compliance policies, including training related to the Anti -kickback Statute. 17. Non -Exclusion. Each party represents and certifies that neither it nor 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/OIG excludes it, or any of its practitioners or employees who order or provide Services, from participation 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. 18. 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 13,201 are applicable to this Agreement, the parties incorporate the equal employment opportunity clause set forth in 29 C.F.R. part 470. 19. Miscellaneous. This Agreement (including the Schedules hereto): (a) constitutes the entire agreement between the parties with respect to the subject matter hereof, superseding all prior oral or written agreements with respect thereto; (b) may be amended only by written instrument executed by both parties; (c) may not be assigned by either party without the written consent of the other party, such consent not to be unreasonably withheld; (d) shall be binding on and inure to the benefit of the parties hereto and their respective successors and permitted assigns; (e) shall be interpreted and enforced in accordance with the laws of the state where the Services are performed, without regard to the conflict of laws provisions thereof, and the federal laws of the United States applicable therein; (f) may be executed in several counterparts (including by facsimile), each of which shall constitute an original and all of which, when taken together, shall constitute one agreement; and (g) shall not be effective until executed by both parties. In the event of a conflict between this Agreement and any Schedule hereto, the terms of this Agreement shall govern. IN WITNESS WHEREOF, the parties have hereto executed this Agreement. American Medical ResponseAmbulance Servje Inc. By: Date: City of Ya Priest, Regional Director Department Robert Harrison, Yakima City Manager Date: !,01v29 b.oDD CITY CONTRACT NO:c�fi-'/ 10 RESOLUTION NO' NIA 2018 AMR Blood Draw Agreement Confidential and Proprietary 3 SCHEDULE "A" 1. Services and Rates: AMR shall provide the following Services to Customer: DUI Blood Draws: • Provide qualified medical personnel to perfonn phlebotomy services for Customer twenty four (24) hours a day, seven (7) days a week at various locations within the Service Area (defined below). • AMR will use lab kit provided by Customer and will follow all established guidelines required for collecting, labeling, and transferring custody of the blood sample. • Once the sample is complete and the sample is sealed, AMR will give custody of the sample to Customer at the scene. Customer will submit the sample to the appropriate facility for testing. • AMR will document the procedure, including subject's name, time, vein puncture site, and volume and description of the specimen drawn. The original documentation will be given to Customer and a copy will be retained by AMR. Court Appearances: • Appropriate AMR personnel will testify at Customer's request in relation to services provided by AMR. Customer shall pay AMR for the Services according to the rates set forth below. Alcohol and Drug Testing Services Blood Alcohol Draw Rate $ 280.00/ Draw for First Draw Additional Blood Alcohol Draws at Scene Court Appearance $75.00/Draw for Each Additional Draw $110/hour 11. Service Area Services shall be provided in Yakima, WA and in other locations as may be agreed upon by the parties. 111. Commencement Date The commencement date shall be the date of last signature to the Agreement. IV. Term : rA 36 Months V. Automatic Renewal for successive Term: Yes, as specified in Section 9 of the Agreement. VI. Scheduling Upon receipt of a request for a blood draw, AMR shall endeavor to arrive on scene within one (1) hour of scheduled time, subject to personnel availability and logistical constraints. 2018 AMR Blood Draw Agreement Confidential and Proprietary