Item C02 C.2
Coty f � ,�� ,' BOARD OF COUNTY COMMISSIONERS
�� Mayor David Rice,District 4
The Florida Keys � Mayor Pro Tem Craig Cates,District I
y Michelle Coldiron,District 2
James K.Scholl,District 3
Ij Holly Merrill Raschein,District 5
County Commission Meeting
August 17, 2022
Agenda Item Number: C.2
Agenda Item Summary #10507
BULK ITEM: Yes DEPARTMENT: Emergency Services
TIME APPROXIMATE: STAFF CONTACT: Steven Hudson (305) 289-6342
N/A
AGENDA ITEM WORDING: BOCC approval of an Ambulance Service Agreement with Key
West HMA, LLC d/b/a Lower Keys Medical Center (LKMC) for Advanced Life Support (ALS) and
Basic Life Support (BLS) ambulance and medical transportation services for certain patient transport
to and from the LKMC facility for a thirty-six (36) month period to commence on 08/17/2022 and
extend through 08/17/2025.
ITEM BACKGROUND:
LKMC desires to retain the County to provide ambulance and medical transportation services to
certain of LKMC patients on a non-exclusive basis. The County possesses the required experience,
expertise, licensure, certification, and approvals, and desires to provide the service per the standard
terms and conditions of the Ambulance Service Agreement to be effective 08/17/2022 and extend for
a period of thirty-six (36) months through 8/17/2025.
The County will bill for the services provided by Monroe County Fire Rescue personnel and collect
from LKMC a sum of$600 per transport for transport services provided in county only.
PREVIOUS RELEVANT BOCC ACTION: N/A
CONTRACT/AGREEMENT CHANGES:
Ambulance Service Agreement with LKMC
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
LKMC Ambulance Service Agreement- Expires 08.17.2025 rev
FINANCIAL IMPACT:
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C.2
Effective Date: 08/17/2022
Expiration Date: 08/17/2025
Total Dollar Value of Contract: N/A
Total Cost to County: N/A
Current Year Portion: N/A
Budgeted: N/A
Source of Funds: N/A
CPI: N/A
Indirect Costs: N/A
Estimated Ongoing Costs Not Included in above dollar amounts: N/A
Revenue Producing: N/A If yes, amount: N/A
Grant: N/A
County Match: N/A
Insurance Required: N/A
Additional Details: N/A
REVIEWED BY:
James Molenaar Completed 07/29/2022 3:42 PM
Steven Hudson Completed 07/29/2022 8:33 PM
Purchasing Completed 08/01/2022 8:29 AM
Budget and Finance Completed 08/01/2022 10:34 AM
Brian Bradley Completed 08/01/2022 11:38 AM
Lindsey Ballard Completed 08/01/2022 12:30 PM
Board of County Commissioners Pending 08/17/2022 9:00 AM
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AMIUI E ERVI AO EEIVA T F SHEET ON EXCLUSIVE PROVIDER
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Facility Name: Key West H Lower Keys Medical Center
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Facility's Mailing Address: 5900 College Road Key West, FL 33040
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Contractor Name: Monroe County Board0
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Contractor's Mailing Address: 1100 Simontonr t, FL 33040
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Effective Date: Agreement is effective upon full exec on by all partie . U
Services Provided, and as more fully specified In Exhibit 1, attached hereto and made a part
hereof by referee ):
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Wheelchair/II Assistance i (
Basic L ( L )Ambulance Service >
Advanced )Ambulance
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Dedicated Ambulance(s)stationed r Subspecialty Retrieval , .)
Dedicated Ambulance(s)stationed at Facility1 transportation. 17
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Term.The Contractor will provide the Services for. 36 MonthsCL
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Contractor's Compensation: Solely as set forth on Exhibit .
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AMBULANCE SERVICE AGREEMENT
STANDARD TERMS AND CONDITIONS
THIS AMBULANCE SERVICE AGREEMENT (this "Agreement") is entered into this y of
2022 by and between Key West HMA" LLC d/b/aLower Keys Medical Center (hereinafter
"Facility,") and Monroe County Board of County Commissioners (hereinafter"Contractor"),
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Facility desires to retain Contractor to provide ambulance/medical transportation services ( s set forth
on the Face Sheet and in Exhibit 1 attached hereto and made a part hereof by reference)the"Services")
to certain of Facility's patients on a nonexclusive basis" and Contractor, possessing the required
experience, expertise, licensure, certification" and approvals, desires to provide the Service upon
terms and conditions stated herein. The Agreement is entered into or the purpose of defining the parties"
respective rights and responsibilities. E
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NOW, THEREFORE, in consideration of the mutual terms andconditions set forth in this
Agreement, the parties, intending to be legally bound, agree as follows;
Section I ®Contractor's General Obligations
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) Provision of the Service and Other Duties, Contractor shall provide the Service forth on the 0
attached Cover Sheet, and, applicable, as set forth in anyAddenda attached hereto, each of which
are hereby incorporated into the Agreement by this reference, with sufficient qualified, experienced,
licensed and certified Contractor's Representatives to ensure the timely availability of the Service
twenty four( 4) hours a day, seven (7) days a week,
( ) As used in the Agreement., the terms "Contractor," "Contractor's Representative," and/or >
"Contractor's'Representatives" shall all (a) mean Contractor and all of Contractor's employees"
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shareholders" partners, subcontractors, and agents of Contractor providing Services under the N
Agreement and ( ) have the same meaning regardless of whether they are used individually or
collectively in the Agreement, 17
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( ) It is agreed that continuous Service by Contractor under the Agreement is a material obligation o
Contractor, No substitutes for Contractor may provide Services pursuant to the Agreement without
Facility's prior written consent. Notwithstanding the foregoing, Contractor shall provide, at W
Contractor's sole cot and expense, a substitute for Contractor who is unable to provide Services
required under the Agreement so as to ensure the uninterrupted availability of the Service,,
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(c) Facility's CEO shall have the discretion to exclude of any of Contractor's employees, contractors„
owners, partners, directors„ managers, agents or vehicles from performing services under this
Agreement, for any reason" or for no reason, and upon notice of such exclusion" Contractor shall 0
so exclude such person or vehicle from providing the services set forthherein, and after such 2.1
exclusion, Contractor shall continue to comply with eachevery term of this Agreements
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) Other Requirements. In connection with this Agreement and Contractor's performance of Services
under this Agreement, at all times Contractors ll.
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( ) Provide the Service as set forthFace Sheet of this Agreement, and in accordance with the <
standards set forth on Exhibit 1 attached hereto and made a part hereof.
( ) create and complete in a timely manner, and maintain in the location specified by Facility,
adequate" legible, and proper records in form and content consistent with Facility's policies and
procedures. Records shall include, but are not limited o; administrative and business records
related tot the Service; Contractor's personnel staffing schedules, complete and accurate time
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records in the event that Contractoris requiredto provicle Services that are measured in units 0
of ® and records requested by Facility in furtherance of its quality assurance
Improvement utilization review, risk management, and anyr programs adopted Fac
to assess and Improve quality and efficiency. 0
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(c) comply with all applicable federal, t , and local laws and regulations, standards , and
the requirements relevant governmentloversight agencies, Including. limited to, all
laws relating to the provision of the 'Service in the state Where Facility is located CS"),the �
prevailing n r In Facility's mun , F Il s bylaws,policies,procedures,rules,
and regulafform compliance plans,the standards of the Joint om iss n(or,If applicable,the
American Osteopathic Association r j), the MedicareMedicaid Conditions
articliurtion, and any amendments thereto, the laws and regulations of the State in which 0
Facility located, and all lawful directives Issued Facility's CEO.
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assistFacility In maintainingn ll professional and ethical requirements
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standards established applicable e , state, and local licensing or accrediting agencies
bodiesand and professional associations, including assistance In achieving in U
accreditation,certification and/or and lioensure applicable, In whole or In part,to the Service. 0
(a) compensate each employee, Independent n entity or person performing
Services under this Agreement and each Contractoes owner,member in a
manneri Federal Anti-Kickback Statute, an exception to the Stark laws, g
and an appropriate tion to any statestatutes similar to either or both of the foregoing
federal statutes,as
1. Compensation for physicianspracticing in the communityoutside the scope of this
Agreement:With respect to physicians who have privatep s or any lyfre of practice LO
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providing nal medical services In the Facility's un , or any affiliated Q
Facilities' communities, for which Contractor might contractto provide services
('Community Ph lc n(s)n), in addition to the representations and warranties t forth 00
above with respect to compensation, each CommunityPhysician shall be paid (1) a flat U)
fee amount per shift that is consistent with Fir Market Valtie for the services provided,
not taking Into account the value r volume of any referrals made to Facility, FacifitysCL
Ilia (s),and/or Contractor by the Community Physiden(s).
( participate in II i payment or managed care programs In which Facility rtm ,
provide s covered by such programs, and shall accept payment amounts
provided programs as paymentin full for Services of Contractor, If requested
by Facility, Contractor agrees to discount Its charges proportionately to any discountsgiven
Facility r any patient participation n„ or otherwise specified by Facility 0
customerof any service, service recovery or risk management efloort.
( ) cause each Contractor's Representative to submit to dic„random(or suspicion-based)
testing performedContractor, and, further, In accordance policies and procedures
as may be established by Facility.
( ) not discriminate on the basis , sex, sexual orientation, gender identity,. religion, color,
national or ethnicorigin,age,disability,or military service. Contractor expressly agrees U
by any and all applicable ral and/or state statutes, rules and regulations Including, but not
limited , Tides VI and Vil of the Civil Rights Act of 1964, the Equal Employmerd Opportunity
Act of 1972,the Age Discrimination In Employment Act of 1967,the Equal Pay Act of 1963,dw
National Labor Relations Act,the Fair Labor Standards Act, the Rehabilitation Act of 1973, and
the Occupational Safety and Health Act of 1970, all as may be from time to time modified or
amended.
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1 not perform marketings with respect to the Service. Contractor represents and warrantsa
that Contractor Is not beingsuch marketing services, and further,that
no part of the compensation hereunder Is In n the referral or arrangement for
referral of any patient to Facility.
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not act (nor permit any omission) In a manner which would be disruptive to Facility, or which
would jeopardize the health or safety of any patient or other person.Contractor shah not engage
In any verbal or physical conduct that adversely affects patient care, or any disruptive behavior
that Interferes h In Facility or with any person provicling medical,
administrative,maintenance,or other services of any kind t ,for,or on be r
such person Is an employee, a contractor,or a volunteer.
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( maintain a with licensed and certified ambulance >
providers s necessary In the performance of this meet the needs of Facilityand
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patients. It icoordinate reimburse C
servicesambulance providers for shall provide Facility with <
Contractoes list of backup ambulanceall times. U
Patient Possessions/Valuables. Contractor shall document the receiptt possessions
and/or valuables conveyed with each patient shall assume custody for such upon receipt,and
shall deliver such to a responsible party at the receiving facility, hall bear no liability for .0
of/damagethe loss
requirements(m)saflsfy such other s are established
Removal of Corrector Personnel. Contractor shall Immediately remove i under this ,
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Agreement any Contractoes Representative who: Q
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arrested, indicted, r convicted of a cAme other thana minor traffic violation
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Is charged with multiple/sequential b-dffic violations,which shall constitute grounds f ,
s a guardian or trustee of Its person or estate appointed by a court of competent jurisdiction, CL
c disabled it , ,
falls in ) either professional or general liability insurance, or both, E
requiredi
shall h O and/or privileges requiredto perform the Service, or otherwise required
by this , revoked, non-renewed,or otherwise limited,
(f) Is suspended, excluded, or debarred from participationf government payor
engagesIn ny conduct that, iFacility's
standingin the community, or the care provided to Facility's ,or E
fails to comply with any of the terms and conditions of thisr being given
of t failure and a reasonable
In addition I, Contractor shall obtain, at Its , a
substitute for the removed Individual r otherwise demonstrate its capabilities for continued E
coverage and Service required by this Agreement A breach of thisf ri l
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breach of this Agreement.
Client NotHication. Contractor shall keep FacilityInformed of Its ,procedures and
relevant to Contractor obligations under thist
with representatives of Facility n a regulari °
Avaftbmty of Records. CbrOactor shaffi malice any and aN records re
available for Inspection and or audit upon request by Facility,at no cost to Facility.
) Equipment Records. Contractor shall document the receiptany F equipment
necessary for the convenient transfer of patients,assume custody for such duringtransfer and
return such the appropriate Facility department as soon as practicable after the transfer.
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Contractor's Other Activities. Contractor shall r*ft Facility of any other CL
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activities Contractor Is or will engage In that may present a conflictinterest,
Interfere with Contractor's performance of Its duties and responsibilitiesr this Agreement, or U '
whichmay cause a violation I tlis i , I n U
Contractor shall attempt In good felth, an informal resolutionI or potential conflilct or _
interference,in a matter satisfactory to Facility. In the eventu that does,
in fact, in Fac1IVs determination, constitute a conflictt or materially in I
reasonably anticipated by Facilityto it )Contractors performance under this g
as determined by Facility, shall be a material breach of this Agreement °
Insurance Coverage for Contractor and any Contractor's Representatives. At all times. >
Contractor shall keep and maintaini 1,professional and automobile
i il' Insurance it injury, I I liability �
(including 1 liability for anyliability i ), for itself and each cl
individual Insurance companies, issued upon
such forms, and containinglimitations
j rated policies
Contractor's 00
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minimum 1, rr In the aggregate '
$1,000,000 per occurrence , , in the aggregate for general liability and$5,000,000 per CL
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occurrenceut i liability. liability vcombination
and umbrella Insurance. Contractor shall alsomaintain Workers compensation insurance
Employers' liability insurancet minimurn levels of$500,000 per occurrence or claim made or at
higher limits as may be required under the law of the state in which Contractor's
provided. If any policiesm maintained n a claims-madeInsurance shall continue
throughoutthis i r
the expiration or cancellation of the Insurance, Contractor shall purchase, or arrange for the 0
eitherpurchase of, (i)an extended it ") r the maximum
that may be purchased from its i ii Insurer with a
retroactivedate on or prior to the date Contractor(or Contractor's , as the case may
performingbe)began t Facility,or N)maintain continuousthe same r
for the period of the statute of limitations for personal Injury. AlI such Insurance II be kept and
maintained . In the event Contractor does not purchase the
required coverage, Facility, in i ' r rights it may have under Ow terms of this
Agreement or under law, shall L)
shall be entitled to immediate reimbursement t thereof. Facility
enforce its right of reimbursementagainst
or any Contractoes Representative who failedmaintain r shall
Facilityprovide a certificate or certificates of Insurance certifying the existenceall coverage E
required hereunder. Contractor shall request its or their insurance carriers to provide Facility with
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not less than thirty(30)days prior written notice In the event of a change in the liability policies of E
Contractor. Contractor shall name Facility as an additional insured on Contractor's policies.
9) Record Availability.As and to the extent required by law,upon the wittten request of the Secretary
of Health and Human Services, the Comptroller General, or any oftheir duly authorized
representatives, Contractor shall make avalable those contracts, books, documents, and records
necessary to verify the nature and extent of the costs of providing services under this Agreement. (n
Such Inspection shall be available for up to four (4) years after the rendering of such Services. If
Contractor carries out any of the duties of this Agreement through a subcoiritract with a value of Ten
Thousand and no/100 dollars ($10,000) or more over a twelve (12) month period with a related
individual or organization, Contractor agrees to Include this requirement In any such subcontract. E
Contractor w1l be solely responsible for and will Indemnity Facility for all Facility costs, losses, or 4-
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failure to receive payments or reimbursements from the United States Government that result from
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Contractor's fadure to Include such a clause In Its subcontract with a related organization. This >
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section is Included pursuant to and is governed by the requirements of 42 U.S.C. §1395x(v)(1)(1) L-
andChapter TV,Subchapter 8,Part 420, Subpart D, and the regulations as may be CL CL
amended from time to time thereto. In the event that this Section does not comply with such <
provisions, this Section will be automatically reformed to so comply and such reformation will be L)L)
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documented in writing and signed by both parties. No aftomey-dient, accountant-dient, or other
legaI privilege will be doomed to have been waived by Facility, Contractor, or any Contractor's
Representative by virtue of this Agreement.
10)No Sanction. Neither Contractor, nor any of Contractor's owners, parbv". members,
shareholders, directors, employees, contractors, agents or any of its personnel providing services
under this Agreement (I) are currendy excluded, debarred, or otherwise Ineligible to participate in
the Federal health care programs as defined in 42 U.S.C. § 11320a- (the"Federal health care 0
programs'), (Ii) have been convicted of a criminal offense related to the provision of health care LO
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Items or services but has not yet been excluded, debarred, or otherwise declared ineligible to Q
participate in the Federal health care programs or Federal contracting, and/or (W) are under
Investigation or otherwise aware of any circumstances wbich may result In Contractor, any such 17
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person, or any of its personnel providing Services under this Agreement being excluded from Q
participation In the Federal health care programs or debarred from Federal contracting. This is an U)
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ongoing warranty and representation, and Contractor must Immediately notify Facility of change 0.
hereto.A breach of this provision shall be a material breach of this Agreement. X
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11)No Referrals Required/Regulatory Compliance. The parties expressly agree that nothing
contained in this Agreement shall require Contractor to refer or admh any patients to, or order any E
goods or services from Facility. Notwithstanding any unantidpated effect of any provision of this
Agreement, neither party will knowingly or Intentionally conduct Itself in such a manner as to violate
the prohibition against fraud and abuse in connection with the Medicare and Medicaid programs(42
U.S.C. §1320a-7b). .2
12)Indemnification. Contractor shall protect, indemnify, and hold harmless Facility and its officers, (n
directors, employees, affiliates, agents, parent, subsidiaries and affiliates, from and defend against
any and all claims, demands, actions, settlements, costs. damages, judgments, liability, and
expense of any kind (including settlements, judgments, court costs, and attorneys' fees and
expenses actually and reasonably Incurred, regardless of the outcome of such claim or action) E
arising out of, based on, resulting from, or In any way related to Injuries or damages to persons or <
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property In connection with the provision of Services by Contractor hereunder, and including but not
limited to, any loss, injury, or damage incurred by Facility as a result of any lapse, suspension, or
revocation of the license(s) or certification of Contractor or any of Contractor's Representatives
during the performance of Services pursuant to this Agreement. Facility specifically reserves any
common law right of indemnity and/or contribution which It may have against Contractor. E
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Section II—Duties of FacilityE
1) Compensadon.At all times that this is in effect,and providedt there arer
hereof, Facility shall pay to Contractor the Compensationset forth In Exhibit 2 attached hereto and
made a part hereof by reference, In accordancethe terms set forth herein. °
) Insurance I the Term of this Facility II keep and
maintain ion 1 and general liability coverage for the acts and omissionsFacility,
dimclors, employees, and agents (excluding to be an
agent notwithstanding the contrary Intent of t ). AN such Insurance shag be Issued upon
formssuch and In such amounts that are customary In II s Industry.
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Section IN— c
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1 Term of Agreernent.This AgreementII begin
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and II continue until the end of the Term, unless terminated r i
term beinghereint "). Notwithstanding anyn t i in, if U
this Agreement Is terminated t r party for any reason during the Initial twelve (1 )months of 0
the Term, the parties A not enter Into anotherr the same or substantiallysimilar
servicesr at l (1) yew from the Start Date, ' r Is ici
r the Service involves the provisioni r Mid-Level provider
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) Termination.
O Tennination withouti i herein to the contrary, r >
party may terminate iwithout cause upon sbcty( ) prior written notice t
otherthe
party, such notice statingintended date of termination. LO N
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( ) Teffnination for Cause.Subjeclto the requirements this Facility terminate i
Agreementtime, upon sevenO days notice, ' the eventIn an 00
omissionact or i material breach of anyterm it'on of this Agreement. U)
(c) Immediate i ion. Notwithstanding anythingi i to the contrary, Facility CL
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may terminate is Agreement imimediately upon any of the follaMng
i. is failure to obtainFacility's to substitutionI;
ii. Contractoes failure to exclude any Contractor's Representative as required °I° r
by the terms this t,
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i. Upon Contractor's loss of certificationContractor or the exclusion
Contractor from participationin Federal Healthcare programs or debarment from r l
Contracting;
IV. Upon the saleII or materially all of Facility's ,the sale `li
of Facility;
V. If Contractoris an individual or sole prectftioner, upon the deathpermanent disability L)
Contractorof
vi. Upon Contractor'sgeneral assignment for the benefit of creditors, Contractor's petition
for relief in bankruptcy, or under similar laws for the protection of debtors, or upon the
initiation of such proceedingsagainst r;or
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vil. As specified elsewherei
Termination or Amendment for Low Changes. Facilityn have the right to terminate
unilaterally amendAgreement, without liability. to comply with any
proposed to be Issued, by a fbderal or state agency or to comply with any provision of law or 2
requirement of accreditation, participation, or li m (1) Invalidates or Is Inconsistent
provisionswith the this 1 I legal counsel would cause
(e) Effect of Termination. Upon the terming or non-renewal of this Agreement for any reason
or for no reason, neither party shag have further rights against,or obligations to,the other party E
except with respect to any rights or obligations accruing prior to the date and time of termination 4
and any obligations, promises,or agreemerft that expressly extend beyond the termination or
which by their nature extend beyond the termination, Including, not limited to,those set out >
In that I I I ti n, Insurance , Indemnification, and �
Confidentiality. CL
Section IV—Confidentiality and Restrictive Covenants U
Confidential and Proprietary information. As used In this , 1)the term OConfklentlal
Inliormationo means any and all i (in whatever form, whether written, oral, electronic. or
otherwise)of Facility relating to Facility or FacilltysI practice or business I 0
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lirriltation,the name and address of any patientr Facility, patient records, medical records,charts, T
files, books, , n , °c a
records,
re databasee, exMM or contemplated managed carer payor contracts
terms thereof of other relationships with payors, flnanclal Information,
m ers n her i ti i r n if f ® medical
practice or i n t I "m ns I d Q
names, services marks, and copyrighted or patented materials (including, Ii `�
namesarid/or logos associated ) acquired by Facility or used in the medical
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practice or I . Contractor ) that the Confidential Information and
Proprietary Information are vital to the businessfinancial success of Facilityt
unauthorized use some would seriously and adversely affect the medical practice CL
and business of Facility; )that all Confidentlal Information and all Proprietary Information are and W
shall remain the sole property of Facility and that Contractor does not and shall not have any
ownershipinterest ; that Information Is confidential
secrets , Facility; maintain II Confidential Information and not to E
disclose, divulge, communicate, or otherwise use Information or any
Information except solely as necessary for the performance of Contractor'sI
accordance with the terms of thisr as otherwise expressly consentedto In writing by
Facility;and(5)that if a dispute or controversy arising from or relating to thisis submitted
adjudicationfor r other thirdl
Information or Proprietary Information may be jeopardized and, accordingly, all pleadings,
testimony, i I be maintainedIn secrecy
and will be available for Inspection by Facility,Contractor,and their respective
who will agree, In advance and In writing, to receivemaintain II such Information In
except as may be limited In writing. E
2) HIPAA Compliance. Contractor agrees not to use or disclose any protected health information or
individually Idehealth information (as defined In
"Protected Health Informationo)concerninig any patient of
by I r
Facility
i regubitions and security standards
as contained In 45 CFRPart 164.Contractor further agrees to comply with all policies, procedures.
and directives f use and disclosureHealth Information.
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3) No Solicitation. Contractor shall not, directly or indirectly, during any portion of the Term or any
IT , or for one(1)year Immediately after the end of the Term or any Renewal Tenrn: (1)
caII on or solicit, or attempt to call on or solicit, any of Facility's past, present, or prospective (as of
the date oft expiration or any termination of this Agreement) patients In any manner which Is .2
competitive with Facliftys business as conducted as of the expiration or any termination of this
Agreement; or(11)solicit,employ, or otherwise engage as an employee, independent contractor,or
otherwise, any person who Is or was an employee or Independent contractor of Facility at any time
during the Term or in any manner induce or attempt to Induce any such employee or Independent
contractor of Facility toterminate his or her employment or engagement as such with Facility.
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4) Reformation. If a court determines that any provision of this Section Is unreasonably broad, such 4-
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provision shall not be declared Invalid but rather shall be modified by such court to the extent 76
necessary to cause It to be reasonable and lawful. >
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5) Remedies. Contractor acknowledges and agrees that a breach or violation of any covenant <
contained in this Agreement will have an Irreparable, material, and adverse effect upon Facility and U
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that damages arising from any such breach or violation may be difficult to ascertain.Without limiting 0
any other remedy at law or In equity available to Facility, In the event of any breach of any covenant M
contained in this Agreement, Facility shall have the right to an Immediate injunction enjoining
Contractoes breach or violation of such covenant or covenants, out the need to post any security
or bond. Facility shall have the right to receive from Contractor's attorneys' fees, costs, and .2
expenses in the event any litigation or judicial proceeding is necessary to enforce any provision of >
this Section. Every right and remedy of Facility In respect of this Section shall be cumulative and
Facility, in its sale discretion, may exerdse any and all rights or remedies stated in this Agreement >
or otherwise available at law or in equity.
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Section V—Miscellaneous Provisions Q
1 Governing Law, Venue, and Waiver of Jury Trial. This Agreement will be governed by, 00
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interpreted,and enforced in accordance with the laws of the State in which Facility is located,without U)
giving effect to the conflict of laws rules that would,apply the substantive law of another jurisdiction. 2
Venue for any action concerning this Agreement shall be In the county In which Facility Is located. CL
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In the event that such action Is brought in or removed to a federal court and no federal court of W
competent jurisdiction is located within such county, venue for such action shall lie In the nearest
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county in is a federal court of competent jurisdiction is located. THE PARTIES KNOWINGLY, 0
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UNCONDITIONALLY, AND ABSOLUTELY WAIVE THE RIGHT TO A JURY TRIAL WITH
RESPECT TO ANY CLAIMS ARISING FROM THIS AGREEMENT. This unconditional jury waiver
is a material portion of the consideration provided by Contractor to Facility to Induce Facility to enter <
into this Agreement. 0
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2) Review Required/Entire Agreement/Counterparts. Neither this Agreement, nor any amendment
hereto shall be of force or effect unless having been first reviewed and approved by a Division
President of CHSPSC, LLC, Facility's Management Company, and by Facility's In-House Legal
Counsel. This Agreement, Including the Face Sheet attached hereto and incorporated herein by
reference,contains the entire agreement of the parties and supersedes any and all prior agreements
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between the parties, written or oral, relating to the subject matter hereof. This Agreement may not <
be changed or terminated orally, but may only be changed by an agreement in wTifing signed by the U
party or parties against whom enforcement of any waiver, change, modification, extension,
discharge, or termination is sought. Any change, amendment, or modification to this Agreement
must be both executed by the Chief Executive Officer of Facility or such officer's designee and be
reviewed and approved by a Division President of CHSPSC,LLC,Facility's Management Company,
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and by Facility's In-House Legal Counsel for such amendment or modification to be binding on
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Facility. This Agreement may be executed in one or more counterparts, each of which shall be E
deemed an original, but all of which together shall constitute one and the same instrument
3) Notices. Any notice required or desired to be given In respect to this Agreement shall be deemed
to be given upon the earlier of(1)actual delivery to the intended recipient or its agent, or(11) upon
the third business day following deposit In the United States mail, postage prepaid, certified mail,
return receipt requested, or national courier service (e.g. Federal Express, United Parcel Service,
etc.) Any such notice shall be delivered to the respective addresses&at out below,or to such other
address as a party shall specify In the manner required by this Section. The respective addresses
are:
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If to Facility: As Indicated on the Cover Sheet 4-
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With Copy to: Legal Department >
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4000 Meridian Boulevard
Franklin,TN 37067
Attn:General Counsel
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If to County: County Adrrdnistrator 0
1100 Simonton Street
Key West, FL 33040
With Copy to: County Aftorney's Office
I I I I 121h Street, Suite 408
Key West, FL 33040
4) Assignment. Contractor shall not assign this Agreement or any portion hereof and shall not LO
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deI egate any duties under this Agreement, without the prior written consent of Facility, is Q
consent maybe withhold for any reason, or for no reason. Facility may assign all or any portion of
this Agreement to an affiliate of Facility or other assignee by providing written notice to Contractor,
00
which assignment shall forever release Facility as to any future obligations hereunder.
5) Binding Effect; No Third Party Rights. This Agreement shall be binding upon and Inure to the
benefit of the parties hereto and their respective heirs, legal representatives, successors, and X
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permitted assigns, and nothing in this Agreement,whether express or implied, is Intended to oonfer
any right or remedy on any other person or entity.
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6) Waiver. No waiver of any failure by a party to comply with or perform any provision, covenant or 2
oo,ndition of this Agreement shall be valid unless such waiver Is in writing and signed by the other
party, nor shall any such waiver be deemed to be a waiver of any preceding of succeeding breach
of the same or any other provision, covenant, or condition. .2
7) Construction. The headings set forth in this Agreement are for convenience only and shall have
no bearing whatsoever on the interpretation of this Agreement.
8) Severability. In case any one or mom of the terms or provisions contained In this Agreement shag
for any reason be hold to be Invalid,Illegal,or unenforceable in any respect,such invalidity,Illegality, E
or unenforceablilty shall not affect any o#w term or provision of this Agreement,and this Agreement <
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shall be construed so as to be enforceable to the maximum extent permissible by law.
9) Compliance with Laws. The parties enter Into this Agreement with the intent of oonducting their
relationship In full compliance with all applicable federal, state, and local laws, Including, Without
limitation, the federal Stark Law and regulations, the federal Medicare/Medicare anfi-fraud and E
abuse statutes and regulations, the Health Insurance Portability and Accountability Act of 19M
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('HIPAN'),and the Health Information Technology for Economic and Clinical Health Act(OHITECHO). E
Notwithstanding any unanfidpated effect of any of the provisions of this Agreement, neither party 2
shall intentionally conduct Itself under the terms and conditions of this Agreement In a manner that <
constitutes a violation of any law or regulation or in a manner that would jeopardize either party's 0
participation in any federal or state health care program, Including without limitation, Medicare or
Medicaid. In the event any state or federal law or regulation,now existing or enacted or promulgated
after the Start Date, Is Interpreted by judicial decision, a regulatory agency, or legal counsel of
Facility, In such a manner as to Indicate that the structure of this Agreement Is Inviolation of any
such law or regulation Facility and Contractor shall amend this Agreement as necessary to comply
with such law or-regulation. The parties warrant and represent that the compensation paid to
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Contractor hereunder Is consistent wlth Fair Market Value for the services provided by Contractor, <
and has been determined without taking Into account any referrals for business made by one party 4-
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to another In the past,or in respect of any such anticipated referrals.
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10)Publicity. Facility prohibits the use of Facility, Facility's parent company, subsidiaries, or affiliated CL
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hospitals name, trademark, trade name, symbol, or any abbreviation or contraction thereof In any <
advertisement press statement or release, website, published customer list, or any publication or U
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dissemination similar to the foregoing without receiving the express written permission from a 0
Division President of CHSPSC,LLC,Facil!Ws Management Company,and Facilitys Legal Counsel.
Any request for permission should Include the complete text of the publication, statement., or
document In which the usage will appear and will be subject to denial or it in Facilitys sole
discretion. .2
11)Matedal Change In Payment or Cost. In the event (a) Medicare, Medicaid, any third party payor
or any federal,state or local legislative or regulatory authority adopts any law,rule,regulation,policy, >
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procedure, or interpretation thereof which establishes a material change in the method or amount L_
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of reimbursement or payment for Services under this Agreement, or if (b) any or all of such CN
payom/authodties Impose requirements which require a material change in the manner of either C14
Party's operations under this Agreement and/or the costs related thereto,then, upon the request of
Facility, Contractor shall agree to make such amendments or modifications as may be appropriate 00
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in order to accommodate the now requirements and change of circumstances while preserving the U)
original intent of this Agreement tot greatest extent possible. 2
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12)Relationship of the Parties. At all times, Contractor is an independent contractor, and not a W
partner, agent of, or joint venture with Facility,and Contractor will not act nor hold Contractor out to
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third parties as Facility's partner,employee,agent or joint venturer.Notwithstanding anything herein 0
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to the contrary, Facility will not have or exercise control over the manner In which Contractor 0
practices medicine or provides clinical services to patients, and shall not otherwise control or direct 2
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the clinical judgment of Contractor. The compensation set forth herein shall not be subject to <
reduction by any withholding for federal, state,or local taxes, Social Security, or similar deductions, 0
it being understood that Contractor, including its employees, agents,and subcontractors, if any, Is 2.1
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an Independent contractor and is responsible for withholding and/or payment of such amounts. (n
Contractor hereby agrees to save, indemnify, defend and hold harmless Facility and Facilitys
affiliates from any and all liability resulting directly or indirectly from Facilitys failure to withhold any
such amounts from payments due to Contractor. In addition, Contractor will have no claim under
this Agreement, or otherwise, against Facility or Fadifty's affiliates for vacation pay, sick leave,
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unemployment insurance, workers compensation, retirement benefits, disability benefits, or <
employee benefits of any kind. U
13)Master Contract List. This contract is identified on a master list of contracts maintained on an
electronic database.
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14)kEGAL NEGQ71ATED.....lMll&UMENT. CONTRACTOR EXPRESSLY
ACKNOWLEDGES THAT CONTRACTOR HAS BEEN ADVISED, AND HAS BEEN GIVEN THE
Page 11 of 16
Packet Pg. 39
OPPORTUNITY, TO REVIEW THIS AGREEMENT WITH CONTRACTOR'S OWN LEGAL E
COUNSEL BEFORE ENTERING INTO THIS AGREEMENT® AND CONTRACTOR HAS READ, 2
UNDERSTOOD, AND AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT. THIS 0
IS A NEGOTIATED INSTRUMENT AND SHALL NOT BE STRICTLY CONSTRUED AGAINST A
PARTY AS A RESULT OF A PARTY HAVING DRAFTED THIS FORM. .2
15)Focus Arrangement Compliance Language. The parties to this Agreement cerfify they shall riot (n
violate the Anti-Mckback Statute and/or the Stark Law with respect to the performance of this
Agreement,
Each party,to this Agreement Is subject to and required to abide by its Code of Conduct and other E
compliance policies Including Stark and Anti-Mckback Statute policies. A copy of relevant policies 4-
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may be made available to the other upon request,
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IN WITNESS WHEREOF, the Parties have duly executed this Agreement to be effective on the Start
Date.
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FACILITY.- U
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Key West HMA, LLC d/b/a Lower Keys Medical Center in
MO.*---LALL-
Date of Signature:
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CONTRACTOR, CN
CLERK A MADCK, Q
BOARD OF COUNTY COMMISSIONERS ftest: KEVIN C14
OF MONROE COUNTY, FLORIDA
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By: By: CL
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Mayor/Chairperson As Deputy,Clerk, W
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Digitally signed by Jwnes D. U
James D. Molenaarmolenaar 2
Date:2022.07.28 15M:24
Approved as to form and lc sufficiency,
James Molmaar,Assistant County Afturney,
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Monroe County Attorney's Office
Page 12 of 16
Packet Pg.40
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.5. All vehicles shall be properlycurrently licensed t t for vehicle
and the Mate (ies)that oversees the provision of Emergency Medical Services, 2
and shall be equipped appropriate n r lift devices.
2.6. Each vehicle(ambulance )shall be equippedradio communication
t communications i c r and to Facility'scurrent medical
director for complete medical control (if Facilitysmedical director provides medical
).
2.7 Contractor agrees to assist Facility In Facility's requests for Servicer
t I of cars,to ensure medical standards t In accordance E
with State and Medicarerequirements. Contractor agrees to triage Facility t
4-
capture Inappropriate use of ambulance transfers vi Ions where patient c
compromisedcare and safety may be to help ensure cost effectiveness and financial
transportation,management of In accordance with Fraud and Abuse regulations.
Contractor2.8 shag respondto emergencyI i t II non
calls In reasonable amount of time, In no case shall r U
specified below. 0
.1Pre-scheduled Non-EmergentNon-emergent ambulance
transportolion scheduled 24 or more hours In v c : Contractor will arrive
withinI f the pro-scheduled pick up time.
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. , Non-Emergent Non-emergent ambulance
transportation requests t arent scheduled more than 24 hours in advance: >
Contractor will arrive within 90 minutesf the requestedtime. LO
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2.8.3 Emergent n t for emergent transports shall be responded �!
expeditiouslyto the designatedtr or shall respond to 17
emergency90% or more transport requests in thirtyO minutes or less. In the 00
event Contractor cannot respond in a timely manner,the FadI4II another
available r. 2
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2. . Ambulatory r wheelchair van transportation scheduled 24 ,
or more hours In v n II arrive within 30 minutes
VMS. E
. .5 Non- u ul t r wheelchair van transportationl r
requestedless than 24 hours in advance will arrive withinminutes
service request.
request,2.9 Upon Contractor shall provide patient transportation assessments on any
patents n ti in the Facility.
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2.10 Upon request,Contractor shall provide patient transportation assessment for all patients
requiring long4erm transportation needs and will assist In the determinationthe
medical necessity u transportation tin
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.11 Disaster Servicew In the event of a major disaster requiring the evacuation of the
Facility, t vi II possible resources to Facility for support services
and tin of patients.
2.12 Invoices: is for whichFacility is responsiblefor payment pursuant t
Exhibit 2, Contractorshall bill the Facilityfor ambulanceion services in the
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Packet Pg.42
..........
C.2.a
amounts set out in Exhibit 2, and no other fees or payments will be required under this E
Agreement, nor shall Contractor seek payment for services rendered hereunder from 2
any third party payors, including Medicare and Medicaid. Contractor shall invoice Facility <
on a monthly basis,each invoice reflecting the total amount due for the previous month's 0
service. Invoices will also delineate the type of service provided; points of pick up and .2
drop off locations; date and time service was requested, pick up time; distance of
transport, additional charges, If any; copies of patient care reports; and Facility's
authorization or reference number, if applicable,for each transport. Facility's payment of
the invoices shall be due within thirty(30)days of the Facility's receipt and verification of
each invoice.
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C.2.a
EXHIBIT 2 E
BILLING AND COMPENSATION
A. Billing by Contractor and Facilitys Liability for Services-Contractor shall bill each patient
(and/or the patient's payer or responsible party) for all services provided to patients, and the
amounts collected from such patientsipayers(including charges that are allowable, but are the
patient's partial or sole responsibility due to co-pay and/ deductibles) shall be Contractor's W
sole compensation for the services provided pursuant to this Agreement. Facility shall be liable
for the cost of services provided to Fac0IVs patients,when expressly requested by Facility, and
when not paid by a payer or the padent/responsible party, but only as follows:
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I) Where the patent Is a Medicare beneficiary who Is also a Facility inpatient at the time that 4-
the service Is provided, and payment for the services provided Is the responsibility of the 0
76
Facility under dw applicable Medicare DRG payment rules. For such padents, Facility shall >
0
pay Contractor ninety percent(90%)of Contractor's Medicare allowable charge for base rate
and loaded mileage, for the following services, transport mods as specified by the on duty
Emergency Physician (or other ordering Physician or authorized Facility representative) at
the Facility: U U
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a. A0425(loaded mileage, per mile)
b. A0426 (Advanced Life Support, non-emergency, load fee)
c. A0428 (Basic Life, non-emergency,load fee)
d. A0434(Specialty Care Transport load fee)
e. A0425(specialty care mileage, per boded mile)
f. Such other codes as agreed upon In advance by Facility.
Contractor shall invoice Facility on a monthly basis, each Invoice reflecting the total amount LO
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due for the previous month's service. Invoices will also delineate the type of service Q
provided; points of pick up and drop off locations;date and time service was requested,pick
up tkne; distance of transport, additional charges, if any; copies of patient care reports;and
00
Facility's authorization or reference number, If applicable, for each transport. Facility's
payment of the invoices shall be due within Wrty (30) days of the Facilitys receipt and
verification of each Invoice. Contractor acknowledges and agrees that the right to bill and
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collect from payers, plus the compensation for certain limited services set forth In this W
addendum is its sole compensation for the provision of services under this Agreement.
Facility's obligation to pay for services that are not directly billable to Payors by County is E
subject to County's submission of an invoice in accordance with the Agreement.County will
not bill patients or Payors for any services that are reimbursed by Facility. County
acknowledges and agrees that the compensation set forth In Exhibit 2 is its sole
componsation for services under this agreement. .2
B. Compensation for Non-Emergency Transport Services
County bills and collects from Facility for the services provided by County Fire Rescue
personnel. Facility shall pay to County the sum of six hundred dollars ($6W.00) per transport,
wvwn#we setvkes we provkW Jn cau*a* E
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