HomeMy WebLinkAbout2000-017 Agrmt - Ambulance Services Agreement for Provision
of
Inter-Facility Ambulance Transfer Services
This Agreement is entered into on the last day written below by and between
Ashland Community Healthcare Services, Inc., an Oregon non-profit corporation
("ACH") and the City of Ashland, an Oregon Municipal Corporation ("City").
Recitals
A. ACH is an independent, tax exempt, non-profit corporation closely
affiliated with the City. It is organized exclusively for charitable and educational
purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Services
Code, including ownership and operation of an acute care hospital, provision of other
healthcare services, and other activities for the advancement of health care for the
residents of Ashland, Oregon and the surrounding geographical area.
B. The City is the sole member of the ACH corporation and appoints the
members of the ACH board of directors. ACH leases property for its hospital campus
from the City.
C. The City owns and operates an ambulance service. ACH wishes to
contract with City to provide inter-facility transfers of admitted ACH patients from the
Ashland Community Hospital to other health-care facilities for various treatments not
provided at Ashland Community Hospital.
D. ACH wishes to provide transfer services for its patients at the lowest
possible price, and wishes to enter into an agreement with City in order to facilitate
planning and appropriate utilization of resources and facilities.
Agreement
Now, therefore, for valuable consideration, the parties agree as follows:
1. Scope of Services
1,1 General. City shall provide "inter-facility" ambulance transportation
for patients admitted to the Ashland Community Hospital who require treatment and
services not available at the hospital. The services shall be scheduled and provided as
needed. City shall provide services to ACH patients in the same manner it provides
services to all other persons for whom City provides services.
Page 1 - AGREEMENT
1.2 Additional Services Requested by Patient. If patient requesting
or receiving services from City requires services outside the scope of those described in
Section 1.1, City shall be entitled to enter into an agreement with patient to provide
such services to the patient and to bill the patient directly for such services at City's
standard rates.
2. Compensation
2.1 General. ACH agrees to compensate City for services rendered in
accordance with the City's standard Schedule of Ambulance and Emergency Medical
Services Rates. less a blanket contract adjustment of sixty percent (60.00%) on all
billings.
2.2 Invoices; Time of Payment. City shall provide ACH an invoice
for all amounts billed under this Agreement. ACH shall compensate City no later than
thirty (30) days after receipt of the invoice.
3. Compliance with Law
3.1 General. ACH warrants that it is currently in compliance, and shall
remain in compliance throughout the term of this Agreement, with all applicable local,
state, and federal licensing laws, billing laws, and regulations.
3.2 Stark; Anti-Kickback. ACH warrants that the services provided by
City are not compensable under Medicare or similar programs. ACH warrants that this
Agreement, including, without limitation, the nature of services and the specific
compensation arrangements herein, do not violate Stark. Anti-kickback, or similar
federal laws.
3. Indemnity and Exculpation
3.1 General. ACH shall indemnify, defend, and hold City (including,
without limitation, its officers and employees) harmless for, from and against all liability
(including, without limitation, strict or absolute liability in tort or as imposed by statute),
causes of action, obligations. damages, penalties, interest payments, fees, loss, claims,
costs, charges, attorney fees, accountant and CPA fees, expenses and other liability
(collectively "Liability") that may be imposed on or incurred by or asserted against City
(whether rightfully or wrongfully filed) in connection with or arising out an alleged
violation of Section 3.2 of this Agreement.
3.2 Right to Contest. ACH shall resist or defend any Liability using
attorneys, accountants, CPAs and other professionals selected at ACH's reasonable
discretion. All costs incurred in any such defense shall be borne by ACH. In the event
ACH fails to resist or defend a Liability within thirty (30) days after ACH receives notice
Page 2 - AGREEMENT
of the Liability, City may do so at the expense of ACH, and ACH shall reimburse City for
its attorney fees, accountant fees, CPA fees, and related costs and expenses incurred
in the defense.
3.3 Survival; Continuing Obligation of ACH. Notwithstanding any
other provision of this Agreement, the obligations under this Section 3 shall remain in
full force and effect after the termination of this Agreement, and until the expiration of
the latest period stated in any applicable statute of limitations during which a claim,
cause of action, or prosecution relating to the matters described herein may be brought,
and until payment in full or satisfaction of any and all Liability has been accomplished.
4. Term; Termination
4.1 Effective Date and Time Period. This Agreement is effective
January 1, 2000, and shall terminate December 30, 2000. The Agreement shall self-
renew for successive one (1) year periods unless either party provides notice of intent
not to renew not later than thirty (30) days prior to the end of the respective term.
4.2 Termination. Either party may terminate this agreement for any
reason without cause upon ninety (90) days notice to the other, Either party may
terminate this Agreement immediately upon material breach of the Agreement by the
other.
5. Assignment Prohibited. Neither party may assign this Agreement or
delegate duties without the prior written consent of the other, which may be withheld in
its sole discretion. Any unapproved assignment shall be void.
6. Binding Effect. Subject to the above-stated limitations on assignment,
this Agreement is binding on and will inure to the benefit of City, ACH, and their
respective heirs, legal representatives, successors, and permitted assigns.
7. Notices. All notices and communications in connection with this
Agreement shall be given in writing and shall be hand delivered or shall be transmitted
by certified or registered mail, return receipt requested, to the appropriate party at the
address first set forth above or by overnight carrier such as Federal Express or UPS.
Any notice so transmitted shall be deemed effective on the date it is post marked by the
United States postal service or mailed by overnight carrier.
Page 3 - AGREEMENT
ACH
Ashland Community Healthcare Services, Inc.
By: espy_ ut/~. _..
Ja R. Watson, Administrator
City
City of Ashland, a Municipal Corporation
By: ~'~r-"""
By:
Content review by - . on ..,
Legal review by ~- on ~
Date
Date
Date
Page 4 - AGREEMENT