08/17/2022 Agreement GVS COURTq c
o: A Kevin Madok, CPA
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�o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida
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DATE: September 2, 2022
TO: Cheri Tamborski
Emergency Services
FROM: Liz Yongue, Deputy Clerk
SUBJECT: August 17th BOCC Meeting
Attached is an electronic copy of the following item for your handling:
C2 Ambulance Service Agreement with Key West HMA, LLC d/b/a Lower Keys
Medical Center (LKMC) for Advanced Life Support and Basic Life Support ambulance and
medical transportation services for certain patient transport to and from the LKMC facility for a
36-month period to commence on August 17, 2022 and extend through August 17, 2025.
Should you have any questions, please feel free to contact me at(305) 292-3550.
cc: County Attorney_
Finance
File
KEY WEST MARATHON PLANTATION KEY
500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway
Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070
AMBULANCE SERVICE AGREEMENT FACE SHEET-NON EXCLUSIVE PROVIDER
Facility Name: Key West HMA, LLC d/b/a Lower Keys Medical Center
Facility's Mailing Address: 5900 College Road Key West, FL 33040
Contractor Name: Monroe County Board of County Commissioners
Contractor's Mailing Address: 1100 Simonton Street, Key West, FL 33040
Effective Date: Agreement is effective upon full execution by all parties.
Services Provided, and as more fully specified in Exhibit 1, attached hereto and made a part
hereof by reference):
❑ Wheelchair/Mobility Assistance Vehicle (ATS)Transport Service
® Basic Life Support (BLS)Ambulance Service
® Advanced Life Support (ALS) Ambulance Service
❑ Specialty Care Transport (SCT)Ambulance Service
❑ Dedicated Ambulance(s) stationed at Facility for Subspecialty Retrieval Transports (NICU, etc.)
❑ Dedicated Ambulance(s) stationed at Facility for Intra-campus transportation.
Term: The Contractor will provide the Services for: 36 Months
Contractor's Compensation: Solely as set forth on Exhibit 2.
Page 1 of 16
AMBULANCE SERVICE AGREEMENT
STANDARD TERMS AND CONDITIONS
THIS AMBULANCE SERVICE AGREEMENT (this "Agreement") is entered into this 17th day of
August between Key West HMA" LLC d/b/aLower Keys Medical Center (hereinafter
"Facility,") and Monroe County Board of County Commissioners (hereinafter"Contractor"),
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 rewired
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.
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
Provision of the Service and Other Duties, Contractor shall provide the Service forth on the
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"
shareholders" partners, subcontractors, and agents of Contractor providing Services under the
Agreement and ( ) have the same meaning regardless of whether they are used individually or
collectively in the Agreement,
( ) 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
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,,
(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
so exclude such person or vehicle from providing the services set forthherein, and after such
exclusion, Contractor shall continue to comply with eachevery term of this Agreements
) Other Requirements. In connection with this Agreement and Contractor's performance of Services
under this Agreement, at all times Contractorshall-
(a) Provide the Service as set forthFace Sheet of this Agreement, and in accordance with
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
Page 2 of 1.6
records in the event that Contractor is required to provide Services that are measured in units
of time; and records requested by Facility in furtherance of its quality assurance and
improvement, utilization review, risk management, and any other programs adopted by Facility
to assess and improve quality and efficiency.
(c) comply with all applicable federal, state, and local laws and regulations, standards of care, and
the requirements of relevant government/oversight agencies, including, but not limited to, all
laws relating to the provision of the Service in the state where Facility is located ("State"), the
prevailing standard of care in Facility's community, Facility's bylaws, policies, procedures, rules,
and regulations, compliance plans, the standards of the Joint Commission (or, if applicable, the
American Osteopathic Association ["AOA"]), the Medicare and Medicaid Conditions of
Participation, and any amendments thereto, the laws and regulations of the State in which
Facility is located, and all lawful directives issued by Facility's CEO.
(d) assist Facility in maintaining compliance with all professional and ethical requirements and
standards established by applicable federal, state, and local licensing or accrediting agencies
and bodies and professional associations, including assistance in achieving and maintaining
accreditation, certification and/or and licensure applicable, in whole or in part, to the Service.
(e) compensate each employee, independent contractor, or other entity or person performing
Services under this Agreement, and each Contractor's owner, member and/or shareholder in a
manner that complies with the Federal Anti-Kickback Statute, an exception to the Stark laws,
and an appropriate exception to any state statutes similar to either or both of the foregoing
federal statutes, as applicable.
i. Compensation for physicians practicing in the community outside the scope of this
Agreement:With respect to physicians who have private practices or any type of practice
providing professional medical services in the Facility's community, or any affiliated
Facilities' communities, for which Contractor might contract with to provide services
("Community Physician(s)"), in addition to the representations and warranties set forth
above with respect to compensation, each Community Physician shall be paid (i) a flat
fee amount per shift that is consistent with Fair Market Value for the services provided,
not taking into account the value or volume of any referrals made to Facility, Facility's
affiliate(s), and/or Contractor by the Community Physician(s).
(f) participate in all third-party payment or managed care programs in which Facility participates,
provide services to patients covered by such programs, and shall accept payment amounts
provided for under these programs as payment in full for Services of Contractor. If requested
by Facility, Contractor agrees to discount its charges proportionately to any discounts given by
Facility to any payer or any patient participation plan, or otherwise specified by Facility as part
of any customer service, service recovery or risk management effort.
(g) cause each Contractor's Representative to submit to periodic, random (or suspicion-based)drug
testing performed by Contractor, and, further, in accordance with the policies and procedures
as may be established by Facility.
(h) not discriminate on the basis of race, sex, sexual orientation, gender identity, religion, color,
national or ethnic origin, age, disability, or military service. Contractor expressly agrees to abide
by any and all applicable federal and/or state statutes, rules and regulations including, but not
limited to, Titles VI and VII of the Civil Rights Act of 1964, the Equal Employment Opportunity
Act of 1972, the Age Discrimination In Employment Act of 1967, the Equal Pay Act of 1963, the
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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(i) not perform marketing services with respect to the Service. Contractor represents and warrants
that Contractor is not being compensated to provide such marketing services, and further, that
no part of the compensation paid hereunder is in exchange for the referral or arrangement for
referral of any patient to Facility.
Q) 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 shall not engage
in any verbal or physical conduct that adversely affects patient care, or any disruptive behavior
that interferes with any person's ability to work in Facility or with any person providing medical,
administrative, maintenance, or other services of any kind to,for, or on behalf of Facility,whether
such person is an employee, a contractor, or a volunteer.
(k) maintain appropriate backup provider agreements with licensed and certified ambulance
providers as necessary in the performance of this Agreement to meet the needs of Facility and
Facility's patients. It is the sole responsibility of Contractor to coordinate and reimburse backup
ambulance providers for services provided. Contractor Company shall provide Facility with
Contractor's list of backup ambulance providers at all times.
(1) Patient PossessionsNaluables. Contractor shall document the receipt of patient 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; Facility shall bear no liability for
the loss of/damage to any patient possessions/valuables.
(m)satisfy such other requirements as are established from time to time by Facility.
3) Removal of Contractor Personnel. Contractor shall immediately remove from Service under this
Agreement any Contractor's Representative who:
(a) is arrested, indicted, charged with or convicted of a crime other than a minor traffic violation (or
is charged with multiple/sequential traffic violations,which shall constitute grounds for removal),
(b) has a guardian or trustee of its person or estate appointed by a court of competent jurisdiction,
(c) becomes disabled so as to be unable to perform the duties required by this Agreement,
(d) fails to maintain (or be covered by) either professional or general liability insurance, or both,
required by this Agreement,
(e) shall have its license(s)and/or privileges required to perform the Service, or otherwise required
by this Agreement suspended, revoked, non-renewed, or otherwise limited,
(f) is suspended, excluded, or debarred from participation in any Federal government payor
program,
(g) engages in any conduct that, in Facility's judgment, would adversely affect Facility's reputation,
standing in the community, or the care provided to Facility's patients, or
(h) fails to comply with any of the terms and conditions of this Agreement after being given notice
of that failure and a reasonable opportunity to comply.
In addition to removing any such individual, Contractor shall obtain, at its cost and expense, a
substitute for the removed individual or otherwise demonstrate its capabilities for continued
coverage and Service required by this Agreement. A breach of this provision shall be a material
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breach of this Agreement.
4) Client Notification. Contractor shall keep Facility informed of its policies, procedures and activities
relevant to Contractor obligations under this Agreement, and shall, at the request of Facility, meet
with representatives of Facility on a regular basis to review procedures, policies and quality of
services.
5) Availability of Records. Contractor shall make any and all records related to this Agreement
available for inspection and or audit upon request by Facility, at no cost to Facility.
6) Equipment Records. Contractor shall document the receipt of any Facility-owned equipment
necessary for the convenient transfer of patients, assume custody for such during the transfer and
return such to the appropriate Facility department as soon as practicable after the transfer.
7) Contractor's Other Activities. Contractor shall notify Facility of any other arrangements or
activities Contractor is or will engage in that may present a conflict of interest, or may materially
interfere with Contractor's performance of its duties and responsibilities under this Agreement, or
which may cause a violation of the policies established from time to time by Facility, and Facility and
Contractor shall attempt, in good faith, an informal resolution of such actual or potential conflict or
interference, in a matter satisfactory to Facility. In the event Contractor pursues conduct that does,
in fact, in Facility's determination, constitute a conflict of interest or materially interferes with (or is
reasonably anticipated by Facility to interfere with) Contractor's performance under this Agreement,
as determined by Facility, such conduct shall be a material breach of this Agreement.
8) Insurance Coverage for Contractor and any Contractor's Representatives. At all times,
Contractor shall keep and maintain policies of comprehensive general, professional and automobile
liability insurance providing coverage for bodily injury, personal injury and contractual liability
(including contractual liability for any liability assumed in this Agreement), for itself and each
individual providing Services on behalf of Contractor with such insurance companies, issued upon
such forms, and containing such limitations as reasonably acceptable to Facility. Contractor's
insurer(s) shall be rated A- (or better) by A.M. Best. Such policies must be maintained with a
minimum of $1,000,000 per occurrence and $3,000,000 in the aggregate for professional liability,
$1,000,000 per occurrence and $2,000,000 in the aggregate for general liability and $5,000,000 per
occurrence for automobile liability. Automobile liability coverage may be a combination of primary
and umbrella insurance. Contractor shall also maintain Worker's compensation insurance and
Employers' liability insurance at minimum 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 services are
provided. If any policies are maintained on a claims-made basis, such insurance shall continue
throughout the term of this Agreement; and upon the termination or expiration of this Agreement, or
the expiration or cancellation of the insurance, Contractor shall purchase, or arrange for the
purchase of, either(i)an extended reporting endorsement("Tail Coverage")for the maximum period
that may be purchased from its insurer (ii) "Prior Acts" coverage from the new insurer with a
retroactive date on or prior to the date Contractor(or Contractor's Representative, as the case may
be) began performing Services at Facility, or(iii)maintain continuous coverage with the same carrier
for the period of the statute of limitations for personal injury. All such insurance shall be kept and
maintained without cost or expense to Facility. In the event Contractor does not purchase the
required coverage, Facility, in addition to any other rights it may have under the terms of this
Agreement or under law, shall be entitled, but not obligated, to purchase such coverage. Facility
shall be entitled to immediate reimbursement from Contractor for the cost thereof. Facility may
enforce its right of reimbursement through set-off against any sums otherwise payable to Contractor
or any Contractor's Representative who failed to maintain the required coverage. Contractor shall
provide Facility with a certificate or certificates of insurance certifying the existence of all coverage
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
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 written request of the Secretary
of Health and Human Services, the Comptroller General, or any of their duly authorized
representatives, Contractor shall make available those contracts, books, documents, and records
necessary to verify the nature and extent of the costs of providing services under this Agreement.
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 subcontract 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.
Contractor will be solely responsible for and will indemnify Facility for all Facility costs, losses, or
failure to receive payments or reimbursements from the United States Government that result from
Contractor's failure to include such a clause in its subcontract with a related organization. This
section is included pursuant to and is governed by the requirements of 42 U.S.C. §1395x (v) (1) (1)
and C.F.R. Title 42, Chapter IV, Subchapter B, Part 420, Subpart D, and the regulations as may be
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
documented in writing and signed by both parties. No attorney-client, accountant-client, or other
legal privilege will be deemed 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, partners, members,
shareholders, directors, employees, contractors, agents or any of its personnel providing services
under this Agreement (i) are currently excluded, debarred, or otherwise ineligible to participate in
the Federal health care programs as defined in 42 U.S.C. § 1320a-7b(f) (the "Federal health care
programs"), (ii) have been convicted of a criminal offense related to the provision of health care
items or services but has not yet been excluded, debarred, or otherwise declared ineligible to
participate in the Federal health care programs or Federal contracting, and/or (iii) are under
investigation or otherwise aware of any circumstances which may result in Contractor, any such
person, or any of its personnel providing Services under this Agreement being excluded from
participation in the Federal health care programs or debarred from Federal contracting. This is an
ongoing warranty and representation, and Contractor must immediately notify Facility of change
hereto. A breach of this provision shall be a material breach of this Agreement.
11)No Referrals Required/Regulatory Compliance. The parties expressly agree that nothing
contained in this Agreement shall require Contractor to refer or admit any patients to, or order any
goods or services from Facility. Notwithstanding any unanticipated 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).
12)Indemnification. Contractor shall protect, indemnify, and hold harmless Facility and its officers,
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)
arising out of, based on, resulting from, or in any way related to injuries or damages to persons or
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.
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Section II — Duties of Facility
1) Compensation.At all times that this Agreement is in effect, and provided that there are no breaches
hereof, Facility shall pay to Contractor the Compensation set forth in Exhibit 2 attached hereto and
made a part hereof by reference, in accordance with the terms set forth herein.
2) Insurance Coverage for Facility. During the Term of this Agreement, Facility shall keep and
maintain professional and general liability coverage for the acts and omissions of Facility, its officers,
directors, employees, and agents (excluding Contractor, should Contractor be deemed to be an
agent notwithstanding the contrary intent of the parties). All such insurance shall be issued upon
such forms and in such amounts that are customary in Facility's industry.
Section III —Term of Agreement
1) Term of Agreement. This Agreement shall begin on the Start Date as set forth on the Face Sheet
and shall continue until the end of the Term, unless otherwise terminated as provided herein (such
term being herein called the "Term"). Notwithstanding any contrary provision contained herein, if
this Agreement is terminated by either party for any reason during the initial twelve (12) months of
the Term, the parties shall not enter into another agreement for the same or substantially similar
services for at least one (1) year from the Start Date, if the Contractor is a physician, physician
group, or the Service involves the provision of Physician or Mid-Level provider services.
2) Termination.
(a) Termination without Cause. Notwithstanding anything contained herein to the contrary, either
party may terminate this Agreement without cause upon sixty (60) days' prior written notice to
the other party, such notice stating the intended date of termination.
(b) Termination for Cause. Subject to the requirements of this Section, Facility may terminate this
Agreement at any time, upon seven (7) days notice, in the event that Contractor engages in an
act or omission constituting a material breach of any term or condition of this Agreement.
(c) Immediate Termination. Notwithstanding anything contained herein to the contrary, Facility
may terminate this Agreement immediately upon any of the following events:
i. Contractor's failure to obtain Facility's prior consent to substitution of personnel;
ii. Contractor's failure to exclude any Contractor's Representative as required by Facility or
by the terms of this Agreement,
iii. Upon Contractor's loss of certification as a Medicare Contractor or the exclusion of
Contractor from participation in Federal Healthcare programs or debarment from Federal
Contracting;
iv. Upon the sale of all or materially all of Facility's assets, the sale of Facility, or the closure
of Facility;
V. If Contractor is an individual or sole practitioner, upon the death or permanent disability
of Contractor;
vi. Upon Contractor's general 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 proceedings against Contractor; or
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vii. As specified elsewhere in this Agreement.
(d) Termination or Amendment for Law Changes. Facility shall have the right to terminate or
unilaterally amend this Agreement, without liability, to comply with any legal order issued, or
proposed to be issued, by a federal or state agency or to comply with any provision of law or
requirement of accreditation, participation, or licensure which: (i) invalidates or is inconsistent
with the provisions of this Agreement; or(ii)in the opinion of Facility's legal counsel would cause
a party hereto to be in violation of the law.
(e) Effect of Termination. Upon the termination or non-renewal of this Agreement for any reason
or for no reason, neither party shall have further rights against, or obligations to, the other party
except with respect to any rights or obligations accruing prior to the date and time of termination
and any obligations, promises, or agreements that expressly extend beyond the termination or
which by their nature extend beyond the termination, including, but not limited to, those set out
in the sections that pertain to Non-Solicitation, Insurance Coverage, Indemnification, and
Confidentiality.
Section IV—Confidentiality and Restrictive Covenants
1) Confidential and Proprietary Information. As used in this Agreement, (i) the term "Confidential
Information" means any and all information (in whatever form, whether written, oral, electronic, or
otherwise) of Facility relating to Facility or Facility's medical practice or business including, without
limitation, the name and address of any patient or Facility, patient records, medical records, charts,
files, books, records, fee schedules, methods of operation, business plans, strategies, strategic
plans, software databases, existing or contemplated managed care or other payor contracts or the
terms thereof of other relationships with payors, financial information, trade secrets, employee
matters and any other information of any kind of Facility relating to Facility or Facility's medical
practice or business, and (ii)the term "Proprietary Information" means any and all trademarks, trade
names, services marks, and copyrighted or patented materials (including, without limitation,
Facility's names and/or logos associated therewith) acquired by Facility or used in the medical
practice or business of Facility. Contractor agrees: (1) that the Confidential Information and
Proprietary Information are vital to the business and financial success of Facility and that
unauthorized disclosure or use of same would seriously and adversely affect the medical practice
and business of Facility; (2) that all Confidential Information and all Proprietary Information are and
shall remain the sole property of Facility and that Contractor does not and shall not have any
ownership interest therein; (3) that all of the Confidential Information is confidential to, and trade
secrets of, Facility; (4) to maintain the confidentiality of all Confidential Information and not to
disclose, divulge, communicate, or otherwise use any Confidential Information or any Proprietary
Information except solely as necessary for the performance of Contractor's duties under and in
accordance with the terms of this Agreement or as otherwise expressly consented to in writing by
Facility; and (5)that if a dispute or controversy arising from or relating to this Agreement is submitted
for adjudication to any court or other third party, the preservation of the secrecy of Confidential
Information or Proprietary Information may be jeopardized and, accordingly, all pleadings,
documents, testimony, and records relating to any such adjudication will be maintained in secrecy
and will be available for inspection by Facility, Contractor, and their respective counsel and experts,
who will agree, in advance and in writing, to receive and maintain all such information in secrecy,
except as may be limited by them in writing.
2) HIPAA Compliance. Contractor agrees not to use or disclose any protected health information or
individually identifiable health information (as defined in 45 CFR Part 164) (collectively, the
"Protected Health Information") concerning any patient of Facility other than as expressly permitted
by this Agreement and the requirements of the federal privacy regulations and security standards
as contained in 45 CFR Part 164. Contractor further agrees to comply with all policies, procedures,
and directives of Facility regarding the use and disclosure of Protected Health Information.
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3) No Solicitation. Contractor shall not, directly or indirectly, during any portion of the Term or any
Renewal Term, or for one (1) year immediately after the end of the Term or any Renewal Term: (i)
call on or solicit, or attempt to call on or solicit, any of Facility's past, present, or prospective (as of
the date of the expiration or any termination of this Agreement) patients in any manner which is
competitive with Facility's business as conducted as of the expiration or any termination of this
Agreement; or (ii) 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 to terminate his or her employment or engagement as such with Facility.
4) Reformation. If a court determines that any provision of this Section is unreasonably broad, such
provision shall not be declared invalid but rather shall be modified by such court to the extent
necessary to cause it to be reasonable and lawful.
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
that damages arising from any such breach or violation may be difficult to ascertain.Without limiting
any other remedy at law or in equity available to Facility, in the event of any breach of any covenant
contained in this Agreement, Facility shall have the right to an immediate injunction enjoining
Contractor's breach or violation of such covenant or covenants,without the need to post any security
or bond. Facility shall have the right to receive from Contractor's attorneys' fees, costs, and
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 sole discretion, may exercise any and all rights or remedies stated in this Agreement
or otherwise available at law or in equity.
Section V— Miscellaneous Provisions
1) Governing Law, Venue, and Waiver of Jury Trial. This Agreement will be governed by,
interpreted, and enforced in accordance with the laws of the State in which Facility is located,without
giving effect to the conflict of laws rules that would, apply the substantive law of another jurisdiction.
Venue for any action concerning this Agreement shall be in the county in which Facility is located.
In the event that such action is brought in or removed to a federal court and no federal court of
competent jurisdiction is located within such county, venue for such action shall lie in the nearest
county in which a federal court of competent jurisdiction is located. THE PARTIES KNOWINGLY,
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.
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
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 writing signed by the
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,
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
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 (i) actual delivery to the intended recipient or its agent, or (ii) 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 set out below, or to such other
address as a party shall specify in the manner required by this Section. The respective addresses
are:
If to Facility: As indicated on the Cover Sheet
With Copy to: Legal Department
4000 Meridian Boulevard
Franklin, TN 37067
Attn: General Counsel
If to County: County Administrator
1100 Simonton Street
Key West, FL 33040
With Copy to: County Attorney's Office
1111 12th Street, Suite 408
Key West, FL 33040
4) Assignment. Contractor shall not assign this Agreement or any portion hereof and shall not
delegate any duties under this Agreement, without the prior written consent of Facility, which
consent maybe withheld 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,
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
permitted assigns, and nothing in this Agreement, whether express or implied, is intended to confer
any right or remedy on any other person or entity.
6) Waiver. No waiver of any failure by a party to comply with or perform any provision, covenant, or
condition 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.
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 more of the terms or provisions contained in this Agreement shall
for any reason be held to be invalid, illegal, or unenforceable in any respect,such invalidity, illegality,
or unenforceability shall not affect any other term or provision of this Agreement, and this Agreement
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 conducting 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 anti-fraud and
abuse statutes and regulations, the Health Insurance Portability and Accountability Act of 1996
Page 10 of 16
('HIPAA"), and the Health Information Technology for Economic and Clinical Health Act("HITECH").
Notwithstanding any unanticipated effect of any of the provisions of this Agreement, neither party
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
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 in violation 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
Contractor hereunder is consistent with 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
to another in the past, or in respect of any such anticipated referrals.
10)Publicity. Facility prohibits the use of Facility, Facility's parent company, subsidiaries, or affiliated
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
dissemination similar to the foregoing without receiving the express written permission from a
Division President of CHSPSC, LLC, Facility's Management Company, and Facility's 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 edit in Facility's sole
discretion.
11)Material 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,
procedure, or interpretation thereof which establishes a material change in the method or amount
of reimbursement or payment for Services under this Agreement, or if (b) any or all of such
payors/authorities impose requirements which require a material change in the manner of either
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
in order to accommodate the new requirements and change of circumstances while preserving the
original intent of this Agreement to the greatest extent possible.
12)Relationship of the Parties. At all times, Contractor is an independent contractor, and not a
partner, agent of, or joint venture with Facility, and Contractor will not act nor hold Contractor out to
third parties as Facility's partner, employee, agent or joint venturer. Notwithstanding anything herein
to the contrary, Facility will not have or exercise control over the manner in which Contractor
practices medicine or provides clinical services to patients, and shall not otherwise control or direct
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,
it being understood that Contractor, including its employees, agents, and subcontractors, if any, is
an independent contractor and is responsible for withholding and/or payment of such amounts.
Contractor hereby agrees to save, indemnify, defend and hold harmless Facility and Facility's
affiliates from any and all liability resulting directly or indirectly from Facility's 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 Facility's affiliates for vacation pay, sick leave,
unemployment insurance, worker's compensation, retirement benefits, disability benefits, or
employee benefits of any kind.
13)Master Contract List. This contract is identified on a master list of contracts maintained on an
electronic database.
14)LEGAL REVIEW / NEGOTIATED INSTRUMENT. CONTRACTOR EXPRESSLY
ACKNOWLEDGES THAT CONTRACTOR HAS BEEN ADVISED, AND HAS BEEN GIVEN THE
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OPPORTUNITY, TO REVIEW THIS AGREEMENT WITH CONTRACTOR'S OWN LEGAL
COUNSEL BEFORE ENTERING INTO THIS AGREEMENT, AND CONTRACTOR HAS READ,
UNDERSTOOD, AND AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT. THIS
IS A NEGOTIATED INSTRUMENT AND SHALL NOT BE STRICTLY CONSTRUED AGAINST A
PARTY AS A RESULT OF A PARTY HAVING DRAFTED THIS FORM.
1
15)Focus Arrangement Compliance Language. The parties to this Agreement certify they shall not
violate the Anti-Kickback 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
compliance policies including Stark and Anti-Kickback Statute policies. A copy of relevant policies
may be made available to the other upon request.
IN WITNESS WHEREOF, the Parties have duly executed this Agreement to be effective on the Start
Date.
FACILITY:
Key West HMA, LLC d/b/a Lower Keys Medical Center
Name: D au s a C.-Aw
Title: C
Date of Signature: u. a Ai"
CONTRACTOR:
BOARD OF COUNTY COMMISSIONE; _ Attest: KEVIN MADOK, CLERK
OF MONROE COUNTY, FLORIDA y1/4""
a 23 ,A
Mayor/Chairperson Rs Deputy C rk
c��NT M 14
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.,+", f ^ 1:I
LS
i s °:I Molenaar
signed by James D.
�3 , James D. Molenaar
Date:2022.07.28 15:08:24-04'00'
Approved as to form and legal sufficiency
James Molenaar,Assistant County Attorney
Monroe County Attomey's Office
Page 12 of 16
EXHIBIT 1
DESCRIPTION OF THE SERVICE
Contractor agrees to provide ambulance (and, if set forth below, non-ambulance medical)
transportation for the patients of Facility to and from the Facility as requested by Facility, twenty four
hours a day, seven days a week. Patients requiring ambulance transportation shall be transported by
an appropriate mode and method of transport in accordance with the laws and regulations of the State
in which the Facility is located, and in accordance with all applicable Federal laws and regulations.
1. Service Descriptions.
Contractor shall provide the following Services (Check all that apply; if no boxes are checked,
Contractor shall be deemed to have agreed to provide all levels of service set forth below, as needed
by Facility and Facility's patients):
❑ Alternative Transport Services (ATS). Patients requiring wheelchair transport will be provided
with ATS services in accordance with the rules set by the State and the Medicaid program.
® Basic Life Support(BLS). BLS transportation will be provided to non-ambulatory patients when
the patient's condition does not require monitoring and/or treatment by advanced life support personnel
during the transport. BLS units will be staffed according to the rules set forth by the State, and by the
Medicare/Medicaid programs.
Advanced Life Support (ALS). ALS transportation will be provided to non-ambulatory patients
when the patient's condition requires medically necessary monitoring and/or treatment by advanced life
support personnel (including, but not limited to EMT-Paramedics, Registered Nurses, Respiratory
Therapists, etc.) during the transport. ALS units will be staffed according to the rules set forth by the
State, and by the Medicare/Medicaid programs.
❑ Specialty Care Transport (SCT). SCT transportation will be provided when medically
necessary for a critically injured or ill patient who requires advanced life support services during the
transport that are beyond the scope of the EMT-Paramedic. SCT is necessary when a patient's
condition requires ongoing care that must be provided by one or more health professionals in an
appropriate specialty area (for example, nursing, emergency medicine, respiratory care, cardiovascular
care, or a paramedic with additional training). SCT units will be staffed according to the rules set forth
by the State, and by the Medicare/Medicaid programs.
2. General Services to be Provided by Contractor:
2.1. Ambulance treatment and transportation services (at the levels set forth above),
emergency and routine, twenty-four hours a day, 365 days per year.
2.2. A central dispatch telephone number will be provided to Facility.
2.3 A crew consisting of a minimum of two persons shall staff each ambulance. Each
crewmember shall have a current certificate of completion certifying the requisite level
of training from the appropriate state agency at the time services are provided.
2.4. When transporting a patient by ambulance, one crew member shall accompany the
patient in the patient compartment of the ambulance at all times.
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2.5. All vehicles shall be properly and currently licensed by the State motor vehicle agency
and the State agency(ies) that oversees the provision of Emergency Medical Services,
and shall be equipped with appropriate safety and/or lift devices.
2.6. Each vehicle (ambulance or ATS) shall be equipped with two-way radio communication
to the Contractor's communications and dispatch center and to Facility's current medical
director for complete medical control (if Facility's medical director provides medical
control for Contractor's Ambulance Crews).
2.7 Contractor agrees to assist Facility in the triage of Facility's requests for Service and for
the appropriate level of care,to ensure medical standards are appropriate in accordance
with State and Medicare requirements. Contractor agrees to triage Facility patients to
capture inappropriate use of ambulance transfers and advise of situations where patient
care and safety may be compromised to help ensure cost effectiveness and financial
management of transportation, in accordance with Fraud and Abuse regulations.
2.8 Contractor shall respond to emergency calls as soon as possible, and all non-emergency
calls in a reasonable amount of time, but in no case shall response times exceed those
specified below.
2.8.1 Pre-scheduled Non-Emergent Transport: Non-emergent ambulance
transportation scheduled 24 or more hours in advance: Contractor will arrive
within 30 minutes of the pre-scheduled pick up time.
2.8.2 Non-scheduled Non-Emergent Transport: Non-emergent ambulance
transportation requests that are not scheduled more than 24 hours in advance:
Contractor will arrive within 90 minutes of the requested pick up time.
2.8.3 Emergent Transport: Request for emergent transports shall be responded to
expeditiously as possible to the designated location; Contractor shall respond to
90% or more emergency transport requests in thirty (30) minutes or less. In the
event Contractor cannot respond in a timely manner,the Facility may call another
available provider.
2.8.4 Pre-scheduled ATS: Ambulatory or wheelchair van transportation scheduled 24
or more hours in advance will arrive within 30 minutes of pre-arranged pick up
time.
2.8.5 Non-Scheduled ATS: Ambulatory or wheelchair van transportation scheduled or
requested with less than 24 hours in advance will arrive within 90 minutes of the
service request.
2.9 Upon request, Contractor shall provide patient transportation assessments on any or all
patients and newly admitted patients in the Facility.
2.10 Upon request, Contractor shall provide patient transportation assessment for all patients
requiring long-term transportation needs and will assist in the determination of the
medical necessity of ambulance transportation for these patients.
2.11 Disaster Services: In the event of a major disaster requiring the evacuation of the
Facility, Contractor shall provide all possible resources to Facility for support services
and transportation of patients.
2.12 Invoices: For any services for which Facility is responsible for payment pursuant to
Exhibit 2, Contractor shall bill the Facility for ambulance transportation services in the
Page 14 of 16
amounts set out in Exhibit 2, and no other fees or payments will be required under this
Agreement, nor shall Contractor seek payment for services rendered hereunder from
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
service. Invoices will also delineate the type of service provided; points of pick up and
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.
Page 15 of 16
EXHIBIT 2
BILLING AND COMPENSATION
A. Billing by Contractor and Facility's 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 patients/payers (including charges that are allowable, but are the
patient's partial or sole responsibility due to co-pay and/or deductibles) shall be Contractor's
sole compensation for the services provided pursuant to this Agreement. Facility shall be liable
for the cost of services provided to Facility's patients, when expressly requested by Facility, and
when not paid by a payer or the patient/responsible party, but only as follows:
1) Where the patient is a Medicare beneficiary who is also a Facility inpatient at the time that
the service is provided, and payment for the services provided is the responsibility of the
Facility under the applicable Medicare DRG payment rules. For such patients, Facility shall
pay Contractor ninety percent(90%)of Contractor's Medicare allowable charge for base rate
and loaded mileage, for the following services, transport mode as specified by the on duty
Emergency Physician (or other ordering Physician or authorized Facility representative) at
the Facility:
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 loaded 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
due for the previous month's service. Invoices will also delineate the type of service
provided; points of pick up and 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. Contractor acknowledges and agrees that the right to bill and
collect from payers, plus the compensation for certain limited services set forth in this
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
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
compensation for services under this agreement.
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 ($600.00) per transport,
when these services are provided in county only.
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