HomeMy Public PortalAbout081-2005 SUPERVISING HOSPITAL AGRESUPERVISING HOSPITAL AGREEMENT
FOR AMBULANCE SERVICES PROVIDER
This Supervising Hospital Agreement ("Agreement") is entered into and made effective
as of this 16th day of _May , 2005 ("Effective Date"), between Reid Hospital
and Health Care Services, Inc., an Indiana non-profit corporation ("Hospital"), and Richmond
Fire Department ("Provider").
WITNESSETH:
WHEREAS, Hospital is licensed by the State of Indiana to operate a hospital, including
the provision of emergency medical services to patients of Wayne County and its surrounding
area at its twenty-four hour emergency department ("Department");
WHEREAS, Hospital has been, or will seek to be, certified by the Indiana Emergency
Medical Services Commission (the "EMS Commission") as a supervising hospital with respect
to provider organizations in providing basic life support services ("BLS Services");
WHEREAS, Provider is an emergency and non -emergency ambulance service provider
that provides BLS Services in Wayne County and its surrounding area, and has been certified by
the EMS Commission as a Basic Life Support Emergency Technician Organization.;
WHEREAS, Provider, in connection with its services hereunder as an Advanced Life
Support provider, owns and operates ambulances ("Ambulances") staffed by emergency medical
technicians ("EMTs");
WHEREAS, Hospital desires to act as a Supervising Hospital for Provider and Provider
desires to be sponsored by Hospital as a Basic EMT Organization, within the meaning of and in
accordance with the Indiana EMS Act, IC 16-31-1 et seq., and the regulations promulgated by the
EMS Commission, 836 IAC 1-1-1 et seq.;
WHEREAS, the parties hereto desire to formalize this relationship pursuant to the terms
and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual promises and conditions contained
herein, and for other good and valuable consideration, the sufficiency of which is acknowledged,
the parties agree as follows:
ARTICLE I
HOSPITAL'S OBLIGATIONS
1.1 Continuing Education. Hospital will cooperate with Provider's Medical Director,
as defined herein, in the development and presentation on continuing education lectures,
critiques, skills proficiency training and examinations, teaching sessions and similar efforts to
ensure that Provider's staff maintain compliance with the continuing education requirements
established under Indiana law. Not withstanding the foregoing, Provider is solely responsible for
monitoring Provider's staff s satisfaction of and compliance with such continuing education
requirements. In addition, Hospital agrees to review and approve the in-service of Provider's
certified paramedics, where appropriate.
Contract No. 81-2005
1.2 Medical Control and Direction / Medical Control Committee. Hospital shall in
cooperation with Provider, establish a committee ("Medical Control Committee") to audit and
review medical procedures performed by Provider's BLS and other clinical personnel, and to
establish policies for medical direction and control. The membership of the Medical Control
Committee shall include Provider's Medical Director, Department's supervisory personnel,
Provider's supervisory personnel, Provider's EMS educator, and Provider's BLS personnel of
appropriate level.
1.3 Audit and Review. Hospital shall establish a process for the audit and review of
medical procedures performed by Provider's clinical personnel. The Medical Control Committee
shall conduct the audit and review to ensure an appropriate level of compliance with medical
protocols and appropriate level of skill in the performance of medical techniques by Provider's
clinical personnel. The Medical Control Committee shall review the results of the audit with
Provider's clinical personnel. In addition, Hospital agrees to assist Provider in the evaluation of
its BLS Services through concurrent review and medical and process audit, including evaluation
individual performance of Provider's clinical personnel.
1.4 Provider Personnel Access to Department. Provider's personnel affiliated with
the provision of BLS Services shall have the right to function, in accordance with Hospital's
policies and procedures, within appropriate Hospital departments, including but not limited to the
Department, in order to obtain continuing practice in their clinical skills.
1.5 Voice Communications Systems. Hospital shall provide and maintain a voice
communication system between Provider's personnel and the Department. Hospital shall ensure
that the communications system is properly licensed and utilized in accordance with the rules and
regulations of the Federal Communications Commission ("FCC"). Hospital shall provide
medical supervision via Indiana Hospital Emergency Radio Network ("IHERN").
1.6 Department Designee. Hospital shall designate a physician, authorized in writing
by Hospital's medical staff, who is at all times immediately available to supervise the medical
procedures performed by Provider's clinical personnel via the voice communication system
described in subsection 1.6, above.
1.7 Record Retention. Hospital will maintain records, collect data, audit and review
such records monthly according to Indiana law and the procedures established by the Medical
Control Committee.
1.8 Application for Supervising Hospital Certification. Hospital will complete and
submit an Application for Supervising Hospital Certification, a copy of which is attached hereto
as Exhibit A and incorporated hereby.
1.9 Insurance. Hospital shall maintain during the term of this Agreement
commercial general liability and professional liability insurance with coverage limits of not less
than $2,000,000 for each occurrence, with an overall aggregate limit of $5,000,000.
ARTICLE II
PROVIDER'S OBLIGATIONS
2.1 Maintenance of Equipment and Supplies. Provider will maintain in good
working order all equipment and supplies required by Provider's BLS Protocols. Provider shall
make written record of such maintenance available to the Hospital upon request.
2.2 Maintenance of Ambulances. Provider will maintain in good mechanical order
all Ambulances used to transport BLS patients. The Ambulances shall be certified by the EMS
Commission. Provider shall furnish to Hospital documentation of the most current such
certifications. All Ambulances and related equipment will be acquired and maintained by the
Provider. All equipment o be used in the delivery of BLS Services will be subject to review and
approval of Hospital, which shall not be unreasonably withheld.
2.3 Inspections. Provider will make its premises, records, garaging facilities,
Ambulances and equipment available for inspection during Provider's operating hours and upon
reasonable request of the Hospital or the EMS Commission as may be permitted under State law.
Notwithstanding the foregoing, Hospital's inspection authority hereunder shall be limited to that
reasonable necessary to perform its responsibilities as a Supervising Hospital.
2.4 Record Retention. Provider will maintain records, collect data, audit and review
such records monthly according to Indiana law and the procedures established by the Medical
Control Committee.
2.5 Voice Communication Equipment. Provider will equip and maintain all
Ambulances with mobile communications equipment that is compatible with the existing IHERN
system operated by Hospital. Furthermore, Provider will ensure that all mobile communications
equipment is authorized for use according to licensing requirements of the FCC.
2.6 Reporting of Grievances. Provider will furnish a copy of any written grievance
reflective of Provider's performance of BLS Services regarding medical treatment or medical
judgment with respect to any patient treated or transported by Provider, including but not limited
to threatened or initiated litigation or other legal or administrative action before the State EMS
Board, to the Department's medical director and/or the Hospital's Executive Director within
seven (7) calendar days of Provider's receipt thereof.
2.7 Training. Each person Provider employs, or with whom Provider contracts, to
furnish BLS Services will be responsible for his or her initial basic training and maintaining of
required continuing education credits as required by Applicable Law. Provider is solely
responsible for monitoring Provider's staff s satisfaction of and compliance with such continuing
education requirements.
2.8 Provider's Employ. It will be the responsibility of Provider to employ or
terminate its employees, independent contractors or agents. However, Provider agrees that, upon
written notice from Hospital indicating that an individual does not meet or has not maintained
adequate skill levels, Provider will not assign such individual to provide BLS Services until such
issue has been resolved to Hospital's satisfaction.
2.9 Documentation. Provider will complete documentation of all BLS Services
using forms as specified by the EMS Commission or the Medical Control Committee.
2.10 Communication While Providing ALS Services. When required by law or BLS
Protocol, Provider's personnel shall establish two-way voice communication with Department
physician for supervision and direction in the provision of BLS. In the event that such
communication with Department physician is lost, Provider personnel shall conform to the
applicable BLS Protocols established by the Medical Control Committee or Provider's Medical
Director.
2.11 Training Programs. Hospital shall make available to Provider certain education
and training programs. Provider staff may attend such programs without charge, so long as
Provider furnishes instructors for such programs without charge to the Hospital. Provider staff
may purchase program materials from Hospital. Provider may register with the Hospital's
education department on a class by class basis for its personnel to attend such training programs.
2.12 Medical Director / Medical Control Policy. Provider shall at all times have a
medical director ("Medical Director") who shall be responsible for providing competent medical
direction as established by the Medical Control Committee, and for overall supervision of the
medical aspects of the Provider. Provider's Medical Director shall establish a medical control
policy, and along with Provider's designated individual, shall enact and enforce the medical
control policy.
ARTICLE III
REPRESENTATIONS, QUALIFICATIONS AND COVENANTS OF PROVIDER
3.1 Provider's Licenses and Certifications. Provider represents and warrants that as
of the Effective Date, all of the following are true:
3.1.1 Provider is certified as an Basic EMT Organization by the EMS
Commission pursuant to IC 16-31-3, et seq., and IAC 2-7.1, et seq., without restrictions
in such certification.
3.1.2 Provider's Ambulances are each certified by the EMS Commission
pursuant to IC 16-31-3, et seq., and IAC 1-3-1, et seq., without restrictions in such
certification, provided, however, that in the event that an Ambulance is a non -certified
replacement, any such replacement Ambulance satisfies the regulatory exceptions for
operating without such certification.
3.1.3 Provider's Ambulances are each staffed by one or more EMTs certified
by the EMS Commission pursuant to IC 16-31-3, et seq., and IAC 4-4-1, et seq., without
restrictions in such certification.
3.1.4 Provider's Ambulances are each driven by a Certified EMT certified by
the EMS Commission pursuant to IC 16-31-3, et seq., and IAC 4-4-1, et seq., without
restrictions in such certification.
3.1.5 Provider's Medical Director has an unlimited license to practice
medicine in Indiana and is actively involved in the delivery of emergency medical
services with Provider.
3.1.6 Provider has general liability insurance, issued by an insurance company
licensed to do business in Indiana, of $1,000,000 (combined single limit), or such other
amount as may be required from time to time by Commission or otherwise under
Indiana law. Provider shall furnish Hospital written proof of such liability insurance
coverage prior to the execution of this Agreement.
3.1.7 Provider has professional liability insurance with a coverage limit of not
less than $1,000,000 for each occurrence, with an overall aggregate limit of $3,000,000.
3.2 Upon written request, Provider shall furnish Hospital with copies of the
current documents demonstrating the representations and warranties referenced in
paragraphs 3.1.1 through 3.1.7.
3.3 In the event that such representations become inaccurate or incomplete,
Provider will notify Hospital of such occurrence within 48 hours thereof and, unless
Provider cures such representation within 72 hours of such occurrence, or within such
other period as Hospital in its sole reasonable discretion shall deem reasonable, Hospital
shall have the right to terminate this Agreement without further notice than this Section.
ARTICLE IV
RELATIONSHIP OF THE PARTIES
Hospital and Provider agree that the relationship between them created by this Agreement
is that of independent contractors. Provider's clinical personnel will be under the medical control
of the Department's medical director or the Department physician, however while rendering BLS
Services and pursuant to (i) direct communication with such Department physician, or (ii) a
standing order from such Department physician. Neither Hospital (or any of its employees or
agents) nor Provider (or any of its employees or agents) shall be deemed to be, and neither shall
hold itself out to be, an employee, agent or servant of the other party. Neither Hospital nor
Provider shall have any express or implied right or authority to assume or create any obligation or
responsibility on behalf of or in the name of the other party or to bind the other party in any
manner except as set forth herein.
ARTICLE V
TERM AND TERMINATION
The term of this Agreement shall be for one (1) year, and shall automatically renew for a
one (1) year term unless either party gives the other party notice of its intent not to renew. In
addition, either party may terminate this Agreement without cause at any time by giving the other
party thirty (30) days' advance written notice of termination and either party may terminate this
Agreement for cause for a breach of any term of this Agreement upon providing five (5) days
advance written notice to the breaching party (or such shorter period as may be stated hereunder),
setting forth the nature of the breach, if the party receiving such notice does not cure the breach
within the five (5) day period or such shorter period as may be stated hereunder. Upon
termination of this Agreement, neither party shall have any further obligation hereunder except
for obligations accruing prior to the date of termination and obligations, promises and covenants
contained herein which may be expressly made to extend beyond the term of this Agreement.
ARTICLE VI
RELEASE AND INDEMNIFICATION
6.1 Provider agrees to save, defend, indemnify and hold harmless Hospital, its
officers, directors, employees, or agents (collectively Hospital) from and against any and all
manner of claims; demands; causes of action (at law or in equity); costs; damages; expenses,
including reasonable attorneys' fees; and judgments that may hereafter be made, asserted or
secured by any third person, firm, corporation or entity against Hospital for any injury (physical,
mental or emotional), property or other damages or death caused by or in any manner related to
(i) breach of this Agreement; (ii) negligent or willful act(s) or omission(s); (iii) violation of
governmental law, regulation, order or rule; or (iv) any employment, worker's compensation or
other related claim by Provider's employees, agents or subcontractors.
6.2 Hospital agrees to save, defend, indemnify and hold harmless Provider, its
officers, directors, employees, or agents (collectively Provider) from and against any and all
manner of claims; demands; causes of action (at law or in equity); costs; damages; expenses,
including reasonable attorneys' fees; and judgments that may hereafter be made, asserted or
secured by any third person, firm, corporation or entity against Provider for any injury (physical,
mental or emotional), property or other damages or death cause by or in any manner related to (i)
breach of this Agreement; (ii) negligent or willful act(s) or omission(s); (iii) violation of
governmental law, regulation, order or rule; or (iv) any employment, worker's compensation or
other related claim by Hospital's employees, agents or subcontractors.
6.3 The provisions of this Article VI shall survive any termination, cancellation or
lapse of this Agreement.
ARTICLE VII
MISCELLANEOUS
7.1 Compliance with Laws, Regulations and Policies. Hospital and Provider shall be
bound by and comply with all applicable federal, state and local laws and regulations, including,
without limitation, all Medicare and Medicaid laws and regulations, and all laws prohibiting
discrimination in the treatment of any patient because of race, color, national origin, ancestry,
religion, sex, disability, marital status, age or health status ("Applicable Law").
7.2 Certifications and Licenses. Each party shall maintain all certifications and
licenses as required by all Applicable Law to perform its obligations hereunder.
7.3 Qualifications to Participate in Federal and State Healthcare Programs. Each
party represents and warrants, upon execution of this Agreement and throughout the term of this
Agreement that it has not been, is not, and during the term of the agreement will not be (1)
suspended, excluded, barred or sanctioned under the Medicare Program, any Medicaid programs,
any other federal program for the payment or provision of medical services or any government
licensing agency and has not been listed by a federal agency as barred, excluded or otherwise
ineligible for federal program participation; and (2) has never been convicted of a felony or an
offense related to health care. Each party shall provide the other with prompt written notice if it
fails to comply with these requirements. In such an event, the non -breaching party may
immediately terminate this Agreement.
7.4 Warranties & Representations.
a) Provider warrants and represents (i) that it shall perform its services in
accordance with industry standard; and (ii) that to the best of its knowledge all
goods and services reflected in its billing shall be furnished to the patient for or
on behalf of whom the bill reflects.
b) Each party represents and warrants to the other that (a) it has the right to enter
into this Agreement, to grant the rights granted in this Agreement and to perform
fully all of the services and obligations contemplated by this Agreement; (b) all
necessary laws, consents, resolutions, and corporate/political actions have duly
authorized the execution and performance of this Agreement, and this Agreement
constitutes a valid and enforceable obligation of each of the parties; (c) the
person entering into this Agreement is authorized to sign this Agreement on
behalf of the party; (d) it has reviewed this Agreement with legal counsel to the
party's satisfaction or voluntarily waived their right to do so; (e) all information
supplied to an all representations made to the other parry are true, accurate and
complete and in the event such information or representation(s) made herein
become inaccurate or incomplete, the affected party will promptly notify the
other party in writing of such occurrence; and (f) it shall perform all its
obligations and maintain all records and patient information used for the
performance of services under this Agreement in compliance with all Applicable
Law.
c) The parties acknowledge that the Health Insurance Portability and Accountability
Act of 1996 and the regulations promulgated thereunder (collectively, "HIPPA")
may apply to the activities described in this Agreement, and that both parties are
"covered entities: as that term is used in HIPPA. In that regard, the parties
acknowledge and warrant to each other that their respective activities undertaken
pursuant to this Agreement shall conform to HIPPA, to the extent required
thereby, no later than the effective date of each such requirement.
7.5 Amendment. Except as other wise provided herein, this Agreement or any part
or section of it may be amended at any time during the term of this Agreement only by the mutual
written agreement of Hospital and Provider. Any other amendment or alteration of this
Agreement without such written consent shall be considered null and void.
7.6 Assi_ng ment. Neither party may assign this Agreement or any or all rights or
obligations hereunder (except to an affiliate, subsidiary or by way of merger by the sale of
substantially all the assets) without the prior written consent of the other party, which shall not be
unreasonably withheld.
7.7 Binding Effect. ffect. This Agreement shall be binding upon and inure to the benefit of
Hospital and Provider and their respective legal representatives, executors, administrators,
successors and assigns.
7.8 No Third Party Beneficiary. This Agreement is not intended to benefit or create
any enforceable rights in any other third parties, including patients of either party.
7.9 Entire Agreement. This Agreement, together with all attachments and other
referenced documents, constitutes the entire agreement and supersedes any and all other previous
agreements or understandings between the parties with respect to the subject matter hereof,
whether oral or written.
7.10 Governing Law. This Agreement shall be interpreted, and the rights and
liabilities of the parties hereto determined, in accordance with the laws of the State of Indiana
without regard to the rules on conflicts of laws.
7.11 Invalid Provision. If any provision hereof or any remedy herein provided for is
declared invalid under any applicable law, such provision shall be inapplicable and deemed
omitted, but the remaining provisions hereof including remaining default remedies, shall be given
effect in accordance with the manifest intent hereof.
7.12 Notice. Notices or communications herein required or permitted shall be given
in writing to the respective parties by registered or certified mail (said notice being deemed given
as of the date of mailing), postage pre -paid, return receipt requested, or by a nationally recognized
overnight courier service at the following addresses unless either party shall other wise designate
its new address by written notice:
Hospital Provider
Reid Hospital & Health Care Services, Inc. Richmond Fire Department
Attn: Barry S. MacDowell, President Attn: Rob Leavitt, Deputy Chief
1401 Chester Boulevard 50 North 5th Street
Richmond, IN 47374 Richmond, IN 47374
7.13 Severability. In the event any term or provision of this Agreement is found to be
unenforceable or void, in whole or in part, by a court of competent jurisdiction then the remaining
portion(s) shall be valid and enforceable and carried into effect.
7.14 Wavier. The failure by either party to insist on strict performance by the other
party of any provision of this Agreement shall not be a waiver of any subsequent breach or
default of any provision of this Agreement.
7.15 Survival. Any provisions of this Agreement creating obligations extending
beyond the term of this Agreement shall survive the expiration or termination of this Agreement,
regardless of the reason for such termination.
7.16 Force Majeure. Either party shall be excused for failures and delays in
performance of its respective obligations under this Agreement due to any cause beyond its
control and without fault, including without limitation, any act of God, war, riot or insurrection,
law or regulation, strike, flood, fire, terrorism, explosion or inability due to any of the
aforementioned causes to obtain labor, materials, roadways or facilities. Nevertheless, each party
shall use its best efforts to avoid or remove such causes and to continue performance whenever
such causes are removed, and shall notify the other parry of the problem.
IN WITNESS WHEREOF, Hospital and Provider, by their duly authorized officers, have
hereunto set their hands and seals on the day and year first above written.
Hospital
_S/S Barry MacDowell
Barry S. MacDowell, President
Reid Hospital & Health Care Services, Inc
1401 Chester Boulevard
Richmond, IN 47374
City of Richmond
_S/S John P. Kenn
John P. Kenny President, Board of Works
Provider
_S/S Rob Leavitt
Rob Leavitt, Deputy Chief
Richmond Fire Department
50 North 5th Street
Richmond, IN 47374