HomeMy WebLinkAboutAdventist Health Howard Memorial (Willits Hospital) 2024-08-01 COU No. 2425-088
Adventist HealthQ
NONEMERGENT TRANSPORTATION SERVICES AGREEMENT
This NONEMERGENT TRANSPORTATION SERVICES AGREEMENT("Agreement") is
made and entered into effective as of the Effective Date in Section(E), below,by and among Willits
Hospital, Inc.,a California nonprofit religious corporation d/b/a Adventist Health Howard Memorial,
Ukiah Adventist Hospital, a California nonprofit religious corporation d/b/a Adventist Health Ukiah
Valley,Adventist Health Mendocino Coast,a California nonprofit public benefit corporation and
Adventist Health Clearlake Hospital, Inc a California nonprofit religious corporation d/b/a Adventist
Health Clear Lake,(individually a"Facility"and collectively"Adventist Health"), and the entity
identified below in Section(A).This Agreement may refer to Adventist Health and Consultant
individually as a"Party"or collectively as the"Parties."This Agreement includes this cover sheet
("Cover Page"), the attached Recitals, Articles,and the exhibits identified in Section (F).
(A) Legal Name: City of Ukiah on behalf of the Ukiah Valley ("Vendor")
Fire Authority
Address for notices: 1500 South State St.
Ukiah,CA 95482
Notices shall comply with Section 6.14.
(B) Adventist Health's address for notices:
Willits Hospital Inc. d/b/a Adventist Health Howard Memorial
I Marcela Dr
Willits,CA 95490
Attention: Finance Officer
Ukiah Adventist Hospital dba Adventist Health Ukiah Valley
275 Hospital Dr.
Ukiah,CA 95482
Attention: Finance Officer
Adventist Health Clearlake Hospital, Inc dba
Adventist Health Clear Lake
15630 18th Avenue
Clearlake,CA 95422
Attention: Finance Officer
With a copy to: Adventist Health System/West
One Adventist Health Way
Roseville,California 95661
Attention: Office of General Counsel
Notices shall comply with Section 6.14.
(C) Goods and/or Services:Nonemergent transportation ("Transportation
Services"
(D) Term: ❑ I year ❑2 years 03 years ❑Other: See Section 4.1 ("Term")
(E) Effective Date: August 1, 2024 ("Effective Date")
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Nonemergent Transportation Services Agreement 20230629
Oct 2, 2024
NONEMERGENT TRANSPORTATION SERVICES AGREEMENT
Recitals
A. Adventist Health operates a multi-facility health system, including acute care hospitals and
affiliated healthcare facilities in Lake and Mendocino Counties(individually,the"County")located in
the cities of Ukiah, Willits, and Clearlake,within the state of California.
B. Vendor is a general law municipal corporation("City")and fire protection district("District")
both local governments jointly providing the Transportation Services described in this Agreement.
C. Adventist Health wishes to engage Vendor to perform certain transportation services in
accordance with the terms and conditions of this Agreement.
In consideration of these recitals and the terms and conditions below,the Parties agree as follows:
Article 1
Definitions
1.1 "Affiliate"means any entity that,directly or indirectly,controls, is controlled by or is under
common control with Adventist Health or Vendor.
1.2 "Government Action"means any legislation,regulation,rule or procedure passed, adopted or
implemented by any federal, state or local government or legislative body or any private agency,or any
notice of a decision, finding, interpretation or action by any governmental or private agency, court or
other third party which, in the opinion of legal counsel to Adventist Health,because of the arrangement
between the Parties pursuant to this Agreement, if or when implemented,would: (i)revoke or jeopardize
the status of any health facility license granted to Adventist Health or any Affiliate of Adventist Health;
(ii)revoke or jeopardize the federal,state,or local tax-exempt status of Adventist Health,or any Affiliate
of Adventist Health,or their respective tax-exempt financial obligations; (iii)prohibit Adventist Health or
any Affiliate of Adventist Health from billing for services provided to patients;(iv)subject Adventist
Health,Vendor,any Affiliate of Adventist Health,or any of their respective employees or agents,to civil
or criminal prosecution(including any excise tax penalty under Internal Revenue Code Section 4958),
based on their participation in executing this Agreement or performing their respective obligations under
this Agreement; or(v)jeopardize Adventist Health's full accreditation with any accrediting organization
as Adventist Health designates from time to time.
1.3 "Policies"means all applicable Adventist Health policies and procedures,as amended from time
to time, copies of which have been furnished or made available electronically to Vendor.
1.4 "Vendor Personnel"means Vendor's members,officers,directors, employees, independent
contractors,and agents.
Article 2
Duties of Vendor
2.1 Transportation Services. Vendor shall provide ground Transportation Services as specified in
Exhibit 2.1 solely to patients of Adventist Health.
2.2 Business Associate.
(a) Vendor may receive Protected Health Information from Adventist Health while providing
the Transportation Services. For purposes of this Agreement,"Protected Health Information"has the
same meaning as"protected health information" in the federal Health Insurance Portability and
Accountability Act of 1996 and the federal Health Information Technology for Economic and Clinical
Health Act of 2009 and their respective regulations, including 45 C.F.R. § 164.501.
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(b) Considering Section 2.2(a),the Parties shall concurrently enter into a business associate
agreement,which shall govern the disclosure of such Protected Health Information under this Agreement
and is attached as Exhibit 2.2("Business Associate Agreement").
(c) If there is a conflict between this Agreement and the Business Associate Agreement,the
Business Associate Agreement governs.
2.3 Standards of Performance.
(a) Industry Standards.Vendor shall perform the Transportation Services in accordance
with industry standards established by those engaged in a business similar to that of Vendor in the
geographic area served by Vendor.
(b) Licenses. Vendor shall obtain at its own cost all licenses(including professional
licenses),permits,certificates and authorizations necessary for Vendor to do business in all jurisdictions
where any part of the Transportation Services are to be performed,and give all notices required under
applicable law.
(c) Training and Safety.Vendor Personnel that provide Transportation Services shall have
the requisite skill,training, licensing,and qualifications necessary to perform Transportation Services in
accordance with generally accepted industry standards.
(d) Vehicles and Equipment. If Vendor is providing the vehicles and equipment to provide
Transportation Services,such vehicles and equipment shall be in good and safe condition,with good title,
reasonably maintained,and lack any known defects or hazards.
(e) Order. Vendor shall,at all times, enforce strict discipline and good order among its
employees and subcontractors and shall have only qualified personnel perform Transportation Services in
connection with this Agreement. Vendor shall not employ any unfit person or anyone not skilled in
performance of the Transportation Services in connection with this Agreement. Adventist Health has the
right to require Vendor to remove any Vendor Personnel whose presence Adventist Health deems, in its
sole discretion,to be detrimental to the best interests of Adventist Health or any of its patients or staff.
(f) Identification of Employees. Vendor acknowledges that Adventist Health has vendor
registration Policies and procedures,and that Vendor Personnel will be required to comply with all such
registration requirements. All Vendor Personnel that require access to Adventist Health shall be registered
and credentialed with Adventist Health's credentialing system. Vendor Personnel that have not been
appropriately registered and credentialed will be denied access to Adventist Health. Vendor shall have
Vendor Personnel prominently wear name tags or other suitable identification indicating their status as
employees of Vendor when at Adventist Health.
(g) Harmonious Relations. Vendor acknowledges and agrees that the Transportation
Services will take place at hospitals and other healthcare facilities where health and medical care are
provided and any actions which jeopardize the delivery of medical services may have serious, life-
threatening consequences. Vendor shall take all action necessary to ensure that Vendor Personnel shall at
all times work in harmony with,and shall not interfere with or disrupt or cause labor disharmony with the
activities of Adventist Health,or any other contractor or third party at Adventist Health.
(h) Waste Removal. Vendor shall keep the Facilities free from accumulation of waste
materials or rubbish caused by Vendor's operations.
2.4 Compliance.
(a) Laws and Guidelines.Vendor and Vendor Personnel shall comply with all laws,
guidelines,ordinances,rules,regulations and accrediting agency standards(including The Joint
Commission standards)which are applicable to Vendor's performance under this Agreement. Vendor
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shall not take,and is not authorized to take,any action in the name of or on behalf of Adventist Health,or
which would violate any applicable law or guideline. If Vendor performs any Transportation Services
contrary to applicable law or guideline,any additional costs resulting therefrom, including costs to
comply with such law and the cost of fully indemnifying Adventist Health from any liability or expenses
with respect to such violations by Vendor may be offset by Adventist Health against amounts due and
owing to the Vendor hereunder.
(b) Policies.Vendor shall also ensure that Vendor Personnel comply with all Policies while
performing Transportation Services on Adventist Health's premises, including Policies relating to
smoking, security,parking,use of radio equipment and mobile devices, access to any computer network,
security,clothing and dress. In the event of a conflict between this Agreement and the Policies, the
Policies govern.
(c) Accreditation.Vendor shall comply with all applicable accreditation standards required
by Adventist Health,including any applicable standards of The Joint Commission,the Centers for
Medicare and Medicaid Services, the Department of Health and Human Services,and any other federal,
state, and local agencies and accreditation organizations.
(d) Safety Regulations.Without reducing or affecting Adventist Health's obligations to
exercise due care in the maintenance and use of its Facilities and equipment, Vendor shall take all
necessary and desirable precautions for the safety of all persons on Adventist Health's property,and
provide the necessary protection to prevent damage, injury,or loss: (i)to or at Adventist Health;(ii)to all
materials or equipment to be provided, incorporated in,or utilized in connection with the Transportation
Services,whether on or off Adventist Health's property; and(iii)to all persons receiving Transportation
Services. Vendor is prohibited from bringing any firearms,explosives or weapons of any kind onto
Adventist Health's property.
2.5 Confidential Information. Vendor acknowledges that during the performance of Transportation
Services,Vendor or Vendor Personnel may receive confidential information of Adventist Health, whether
disclosed orally,visually or in writing, and whether or not bearing any legend or marking indicating that
such information or data is confidential, including know-how,processes,trade secrets,manuals,
confidential reports, services rendered by Adventist Health,procedures and methods preferred by
Adventist Health's patients, individually identifiable health information(as defined under HIPAA)and
derivatives thereof, fees paid by patients, financial and operational information, and other matters relating
to the operation of Adventist Health's business;or other information which Vendor knows or has reason
to know is confidential information of Adventist Health (all referred to herein as"Confidential
Information"). Vendor and Vendor Personnel shall hold all Confidential Information in confidence,
using the same degree(but no less than a reasonable degree)of care and protection that Vendor exercises
with its own confidential information, during the term of this Agreement. Vendor and Vendor Personnel
shall not disclose,copy,distribute, republish or allow access to any Confidential Information to a third
party;nor shall Vendor or Vendor Personnel use Confidential Information for any purpose other than as
necessary to fulfill Vendor's obligations under this Agreement. Notwithstanding the above,Vendor may
disclose Confidential Information if so required by law or regulation(including court order or subpoena
or other governmental decree or authority),provided that Vendor will, if allowed by law,notify Adventist
Health promptly upon learning of the government requirements and before making such disclosure,and
will provide Adventist Health with an opportunity(at Adventist Health's expense)to resist such
disclosure or to seek a protective order or other appropriate procedure so that the disclosure, if required,
can be made in a manner that preserves the confidentiality of the Confidential Information. Vendor shall
promptly notify Adventist Health of any improper use or disclosure of Confidential Information.
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Nonemergent Transportation Services Agreement
2.6 Publicity. Vendor shall not use Adventist Health's trade name,trademarks,brands,or company
logo in any form of publicity or release. Vendor shall not make any statement,advertisement or publicity,
nor issue any marketing letter,about the existence or terms of this Agreement without the prior written
consent of Adventist Health,which Adventist Health may withhold in its sole discretion.
2.7 Excluded Persons. Vendor represents and warrants that neither it nor anyone acting on its behalf
is a person or entity with whom Adventist Health is restricted from doing business due to: (a)regulations
of the Office of Foreign Assets Control("ORAC")of the Department of the Treasury(including those
names on OFAC's Specially Designated and Blocked Persons List);(b)identification by any federal or
state agency as excluded,debarred, suspended or otherwise ineligible to participate in federal and/or state
health care programs; (e)conviction of any crime relating to any federal and/or state health care program;
or(d)any statute, executive order,or other governmental action.Vendor shall promptly notify Adventist
Health in writing in the event Vendor,any Vendor Personnel,or subcontractor is restricted under this
Section.
2.8 Physician Ownership. Vendor shall disclose all financial and consulting relationships it has with
physicians and other clinicians on the staff of Adventist Health or any Affiliate,or the family members of
any such physicians or clinicians and shall comply in all respects with the AdvaMed Code of Ethics on
Interactions with Health Care Professionals as currently in effect. Vendor represents that it is not owned
in whole or part by any physician,or any immediate family member of a physician,who is on the medical
staff of Adventist Health or any Affiliate,unless Vendor is a corporation that is listed for trading on a
recognized national, regional,or foreign stock exchange.
2.9 Subcontractors. Vendor may not use subcontractors to perform Transportation Services unless
doing so is compliant with this Agreement.
2.10 Invoicing.To the extent Vendor is not required to bill a third party for Transportation Services,
Vendor shall bill Adventist Health for such compensation not more frequently than monthly,unless more
frequent billing is requested by Adventist Health. Vendor shall bill Adventist Health no later than 90 days
after completion of the Transportation Services,or if the Transportation Services are ongoing,no later
than 90 days after each month in which Transportation Services are performed_Vendor shall not be paid
for Transportation Services billed after such date.
Article 3
Duties of Adventist Health
3.1 Compensation.Adventist Health shall pay Vendor in accordance with the fee schedule in
Exhibit 3.1 for Vendor's provision of Transportation Services. Notwithstanding any other provision in
this Agreement,the fee schedule shall be fixed; Vendor shall not change the fee schedule without a
written amendment to this Agreement signed by the Parties.
3.2 Payment. Adventist Health shall pay all undisputed invoices within 45 days following the receipt
of Vendor's invoice. All compensation required by this Agreement to be made to Vendor shall survive the
expiration and/or termination of this Agreement.
Article 4
Term and Termination
4.1 Term.This Agreement shall begin on the Effective Date and continue for the Term set forth in
Section D of the Cover Page,subject to any early termination or renewal provided herein.This
Agreement may be renewed for successive 1 year renewal periods upon the mutual written agreement of
the Parties.
4.2 Termination Without Cause. Either Party may terminate this Agreement at any time,without
cause,penalty, or expense upon 45 days'prior written notice to the other Party.
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Nonemergent Transportation Services Agreement
4.3 Termination by Adventist Health.Adventist Health may terminate this Agreement upon the
occurrence of any one or more of the following events:
(a) any breach of this Agreement by Vendor where the breach is not cured within 30 days
after Adventist Health gives written notice of the breach to Vendor;
(b) neglect of Transportation Services by Vendor in a manner that poses an imminent danger
to the health or safety of any individual or violates Adventist Health's Policies;
(e) Vendor makes an assignment for the benefit of creditors,admits in writing the inability to
pay its debts as it matures,applies to any court for the appointment of a trustee or receiver over its assets,
or upon commencement of any voluntary or involuntary proceedings under any bankruptcy,
reorganization,arrangement, insolvency,readjustment of debt,dissolution liquidation or other similar law
of any jurisdiction;
(d) the insurance required to be maintained by Vendor under this Agreement is tenninated,
reduced below the minimum coverage requirements set forth in this Agreement,not renewed or cancelled
(whether by action of the insurance company or Vendor)for any reason, and Vendor has not obtained
replacement coverage as required by this Agreement prior to the effective date of such termination,
reduction, non-renewal or cancellation; or
(e) upon a sale of all or substantially all assets comprising Adventist Health's general acute
care hospital,any change of control in Adventist Health's organization,or any change in control of its
day-to-day operations,whether through a membership change or by management contract. Adventist
Health shall notify Vendor in writing of such sale or change of control at least 30 days prior to the closing
date of any such sale or the effective date of any such change of control.
4.4 Termination by Vendor. Vendor may terminate this Agreement immediately upon breach of this
Agreement by Adventist Health where the breach is not cured within 30 days after Vendor gives written
notice of the breach to Adventist Health.
4.5 Termination or Modification in the Event of Government Action.
(a) If the Parties receive notice of any Government Action,the Parties shall make reasonable
efforts to amend this Agreement to comply with the Government Action.
(b) if the Parties are unable to amend the Agreement to comply with the Government Action,
or,alternatively, if either Party determines in good faith that compliance with the Government Action is
impossible or infeasible, this Agreement shall terminate 10 days after one Party notices the other of such
fact.
4.6 Effect of Termination. Upon any termination or expiration of this Agreement, all rights and
obligations of the Parties shall cease except those rights and obligations that have accrued or expressly
survive such termination or expiration.
4.7 Return of Property. Upon any termination or expiration of this Agreement, Vendor shall
immediately return to Adventist Health all of Adventist Health's property, including Adventist Health's
equipment, supplies, furniture, furnishings,and patient records,which is in Vendor's possession or under
Vendor's control.
Article 5
Indemnification and Insurance
5.1 Indemnification.
(a) Vendor shall defend, indemnify,and hold harmless Adventist Health and its Affiliates(as
defined below)and their respective members,directors,officers,employees,and agents from and against
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any and all claims, actions,suits,demands,damages,judgments,assessments, liabilities, losses costs and
expenses(including reasonable attorney's fees and costs of litigation)(collectively"Claims")relating to
or arising out of: (i) an allegation that Transportation Services infringe a third parry's trademark,patent,
copyright,or other intellectual property right; (ii)the negligent performance of Vendor's obligations
under this Agreement; (iii)a breach or default in the performance of any of Vendor's obligations under
this Agreement, including,without limitation,any breach of any representation or warranty;(iv)any
False Claims Act suit;(v)a misrepresentation by Vendor or Vendor Personnel;(vi) Vendor or any
Vendor Personnel's(A)willful misconduct or(8)failure to comply with applicable laws; (vii)Adventist
Health's exercise of its contractual rights under this Agreement;or(viii)all Claims made by any Vendor
Personnel to the extent such Claims are not caused by or arising out of or relating to any negligent act,
error or omission,willful, fraudulent,or negligent misconduct of Adventist Health.
(b) Vendor shall indemnify and hold harmless Adventist Health if any amount of applicable
reimbursement is denied or disallowed because of Vendor's failure to comply with the obligations set
forth in this Agreement. Such indemnity shall include,but not be limited to, the amount of reimbursement
denied,plus any interest,penalties,and legal costs.
(c) Adventist Health shall indemnify, defend,and hold Vendor harmless from and against
any and all Claims arising out of or relating to: (i)Adventist Health's failure to comply with the terms of
this Agreement or(ii)the negligent acts or omissions of Adventist Health or any of its employees or
agents in the performance of Adventist Health's obligations under this Agreement or Adventist Health's
provision of medical treatment or care of an Adventist Health patient transported by Vendor or
information about the patient's care or condition furnished to Vendor prior to Vendor's transport of the
patient.
(d) Insurance coverage does not limit the indemnification in this Section.
5.2 Insurance. Each Party,shall maintain at its own expense the following insurance coverage,with
the minimum amounts listed below:
(a) Workers'Compensation Insurance. When required by law, Workers' Compensation
insurance sufficient to comply with any applicable Workers' Compensation Law. When coverage is
required under this Section,Vendor waives its rights of recovery and will request its insurer to issue an
endorsement waiving rights of subrogation against Adventist Health.
(b) Commercial General Liability Insurance.Commercial General Liability insurance
including,but not limited to,contractual liability coverage, independent contractor's liability,coverage
for bodily injury(including death),property damage(including loss of use thereof),ongoing and
completed operations,products liability,and personal and advertising injury, in the amount of$1,000,000
per occurrence and$3,000,000 in the aggregate. This coverage shall be primary to Adventist Health's
coverage,and Adventist Health's coverage shall be noncontributory.
(c) Employers Liability Insurance. Employers' Liability insurance with minimum liability
limits of$1,000,000.00 for each occurrence. Sole proprietors with no employees are exempt of this
requirement unless and until the sole proprietor becomes an employee. When coverage is required under
this Section,Vendor waives its rights of recovery and will request its insurer to issue an endorsement
waiting rights of subrogation against Adventist Health.
(d) Commercial Automobile Liability Insurance. Commercial Automobile Liability
insurance shall cover injury(or death)and property damage arising out of the ownership,maintenance,or
use of any private passenger or commercial vehicles and any other equipment required to be licensed for
road use with a combined single limit of$1,000,000.00 per occurrence.
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(e) Excess or Umbrella Liability Insurance.Vendor shall provide Excess or Umbrella
Liability insurance on a follow-form basis with respect to the Commercial General Liability, Employers'
Liability,and Commercial Automobile Liability insurance with minimum limits equal to$3,000,000 each
occurrence and$3,000,000 annual aggregate.
(f) Notwithstanding any other provision,to the extent Agreement includes any insurance
requirements applicable to Adventist Health,Vendor agrees that Adventist Health participation in
Adventist Health System/West's program of self-insurance and insurance shall be deemed to satisfy and
such insurance requirement under this Agreement; and Adventist Health agrees that Vendor shall deemed
to have satisfied its insurance requirement through it's pooled risk coverage under the currently effective
Memorandum of Coverage issued to its local government members by the California Intergovernmental
Risk Authority ("C1RA")or any comparable successor joint powers agency formed under the California
Joint Exercise of Powers Act(Cal. Gov. Code§6500 et seq.).
5.3 Insurance Certificate. Each Party shall provide the other Party with insurance certificates for
these policies,except Property insurance,prior to Services beginning under the Agreement,or Services
will not be allowed to commence.
5.4 Policy Cancellation Notice. Each Party's insurance shall provide that coverage under the
policy(s) shall not be cancelled without at least 30 days' written notice of policy cancellation to the other
Party.
Article 6
General Provisions
6.1 Amendment.This Agreement may be modified or amended only by mutual written agreement of
the Parties. Any such modification or amendment must be in writing,dated, signed by the Parties, and
attached to this Agreement.
6.2 Assignment. Except for assignment by Adventist Health to an entity owned,controlled by,or
under common control with Adventist Health, neither Party may assign any interest or obligation under
this Agreement without the other Party's prior written consent. This Agreement shall be binding on and
shall inure to the benefit of the Parties and their respective successors,heirs, and assigns. Any attempted
assignment in violation of this Section is null and void.
6.3 Attorney's Fees.The prevailing Party in any dispute or proceeding concerning this Agreement
shall be awarded all reasonable costs and expenses, including reasonable attorney's fees, including the
allocated fees of in-house counsel,subject to the prevailing Party being entitled to recover costs of suit.
6.4 Authorized Persons. Whenever any consent,approval,or determination of a Party is required
pursuant to this Agreement,the consent, approval or determination shall be rendered on behalf of the
Party by the person or persons duly authorized to do so, which the other Party shall be justified in
assuming means any officer of the Party rendering such consent,approval or determination,or the Party's
board of directors or Legislative Body. Notwithstanding any other provision of this Agreement,only the
Chair of the Board, Vice Chair, President, Secretary, Finance Officer,or either Assistant Secretary of
Adventist Health, if any,and only the Fire Chief, City Manager, Executive Committee or City
Council/District Board of Directors shall have actual,apparent, implied,and ostensible authority to
approve,solely through written execution,any amendments,waivers, assignments,delegations,or
restatements to this Agreement. Vendor and Adventist Health acknowledge that any other persons lack
actual,apparent, implied,and ostensible authority to approve such amendments, waivers,assignments,
delegations,or restatements to this Agreement.
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6.5 Choice of Law and Venue.The laws of the State of California govern this Agreement,without
regard to its conflict of laws rules that cause another jurisdiction's laws to govern instead. When
necessary to go to court in aid of arbitration,the venue is Sacramento County,California.
6.6 Counterparts.This Agreement may be executed in any number of counterparts,each of which
will be deemed an original,but all such counterparts together will constitute one and the same instrument.
6.7 Dispute Resolution.If there is any dispute, claim,or controversy arising out of or relating to this
Agreement("Dispute"),the Parties shall meet and confer through their duly authorized representatives in
good faith to resolve the Dispute. If the Dispute is not resolved to the mutual satisfaction of the Parties
within 30 days of written notice of the Dispute, the Dispute shall be determined by binding arbitration in
Sacramento County,California before one arbitrator. The Parties intend that the arbitrator shall decide all
questions of arbitrability,not the courts. The arbitration shall be administered by JAMS pursuant to its
Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in
those rules(the"Rules")or another arbitrator and rules approved by both Parties. To the fullest extent
permitted by the Rules,the arbitration shall occur remotely, including,but not limited to,by telephone,
Zoom, Skype, Microsoft Teams,or any other similar remote forum. Any in-person proceedings required
by the Rules shall occur in Sacramento County,California. The arbitrator shall provide a written award
accompanying the reasons for the decision and all arbitration costs and fees shall be equally split between
the Parties.The Federal Arbitration Act shall apply if any part of this Agreement directly or indirectly
affects or involves interstate commerce. Judgment on the award may be entered in any court having
jurisdiction and this section shall not preclude the Parties from seeking provisional remedies in aid of
arbitration from a court of competent jurisdiction. The Parties(a)acknowledge that the courts in
Sacramento County,California have appropriate jurisdiction and venue for such purposes; (b)consent to
the jurisdiction of Sacramento County,California; and(c)to the extent allowed by law waive all
objections based on jurisdiction,venue, and forum non conveniens of such courts. This Section shall
survive the expiration or termination of this Agreement.This provision does not affect or waive the
applicability of the California Tort Claims Act,commencing with Government Code Section 810,to
claims against Vendor.
6.8 Entire Agreement.This Agreement is the entire understanding and agreement of the Parties
regarding its subject matter,and supersedes any prior oral or written agreements,representations,
understandings or discussions between the Parties.No other understanding between the Parties shall be
binding on them unless set forth in writing, signed and attached to this Agreement.
6.9 Exhibits.The attached exhibits,together with all documents incorporated by reference in the
exhibits, form an integral part of this Agreement and are incorporated into this Agreement wherever
reference is made to them to the same extent as if they were set out in full at the point at which such
reference is made.
6.10 Force Majeure.Neither Party is liable for nonperformance or defective or late performance of
any of its obligations under this Agreement to the extent and for such periods of time as such
nonperformance,defective performance or late performance is due to reasons outside such Party's
control, including acts of God,pandemics, epidemics,war(declared or undeclared),action of any
governmental authority,riots,revolutions,acts of terrorism, fire, floods,explosions,sabotage,nuclear
incidents, lightning,weather,earthquakes,storms, sinkholes,failure of utilities,strikes, or similar
nonperformance or defective performance or late performance beyond a Party's control.
6.11 Further Assurances. Each Party shall, at the reasonable request of the other Party,execute and
deliver to the other Party all further instruments, assignments,assurances and other documents,and take
any actions as the other Party reasonably requests in connection with the carrying out of this Agreement.
6.12 Headings.The headings in this Agreement are intended solely for convenience of reference and
shall be given no effect in the construction or interpretation of this Agreement.
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6.13 Meaning of Words. Wherever the context may require,any pronouns used in this Agreement
shall include the corresponding masculine,feminine,or neuter forms,and the singular form of nouns shall
include the plural and vice versa. Unless otherwise specified: (a)"days"shall be considered"calendar
days;"(b)"months"shall be considered"calendar months;"and(c)"including"means"including,
without limitation"in this Agreement and its exhibits and attachments.This Section shall survive the
termination of this Agreement.
6.14 Notices. Each Party shall appoint a key contact to coordinate all activities regarding business,
communication,and issues with Transportation Services in connection with this Agreement. All notices
required or permitted under this Agreement shall be in writing and shall be delivered either: (a)by
overnight delivery using a nationally recognized overnight courier(e.g., Federal Express, United Parcel
Service,or any other similar service), in which case notice shall be deemed delivered l business day after
deposit with such courier; (b)by personal delivery, in which case notice shall be deemed delivered upon
receipt;or(e)by email, in which case notice shall be deemed delivered upon confirmation of
transmission. In each case, notice shall be delivered or sent to the address indicated on the Cover Page,or
such other address or email as provided by a Party, from time to time,pursuant to this Section.
Notwithstanding any other provision in this Agreement,any notice by email to Adventist Health shall
include a email copy to Law-Contracts@ah.org.
6.15 Not Construed Against Drafter.This Agreement has been negotiated and prepared by the
Parties and their respective legal counsel and should any provision of this Agreement require
interpretation by a court,arbitrator,government agency,or any other appropriate entity,such entity
interpreting the provision shall not apply the rule of construction that a document is to be construed more
strictly against one Party.
6.16 No Third-Party Beneficiary Rights.The Parties do not intend to confer and this Agreement
shall not be construed to confer any rights or benefits to any person, firm,group, corporation or entity
other than the Parties.
6.17 Quality Measurement and Reporting. In support of Adventist Health's performance
improvement/quality assurance program and Adventist Health's efforts to comply with applicable
standards of The Joint Commission,the conditions of participation of the Centers for Medicare and
Medicaid Services("CMS"),and state and local regulations,Vendor agrees to collaborate with Adventist
Health on quality aspects of patient care and safety. Vendor agrees to measure and report quality
indicators to Adventist Health, to the extent reasonably requested and as mutually agreed by Vendor and
Adventist Health,in connection with the performance of the Transportation Services provided in this
Agreement. Adventist Health and Vendor will collaboratively review such quality indicator performance
and work to identify opportunities for improvement of the Transportation Services. The Parties
acknowledge that the measurement and review of quality indicators are in furtherance of the goal to
improve the quality of patient care.
6.18 Records. To the extent required by law or regulation,Vendor shall make available,or shall cause
to be made available upon written request from Adventist Health,the Secretary of Health and Human
Services, the Comptroller General of the United States,or any other duly authorized agent or
representative,this Agreement and Vendor's books,documents,and records pertaining to this Agreement
as Vendor may do so legally. Vendor shall preserve or cause to be preserved such books,documents and
records for a period that is the longer of 4 years after the end of the Term of this Agreement or the length
of time required by state or federal law. if Vendor is requested to disclose books,documents or records
pursuant to this Section for any purpose, Vendor shall notify Adventist Health of the nature and scope of
such request,and Vendor shall make available to Adventist Health, upon written request of Adventist
Health,all such books,documents or records. This Section shall survive the expiration or termination for
any reason of this Agreement.
11
Nonemergent Transportation Services Agreement
6.19 Referrals.The Parties intend that this Agreement does not consider the volume or value of
referrals payable by any federal or state health care program and that any compensation or remuneration
arising from or relating to this Agreement were done through an arm's length negotiation. The Parties
shall comply with the Anti-Kickback Statute,42 U.S.C. § 1320a-7b(b)and its"Personal Services"safe
harbor,42 C.F.R. § 1001.952(d).
6.20 Severability. If any provision of this Agreement is determined to be illegal or unenforceable,that
provision shall be severed from this Agreement,and such severance shall have no effect upon the
enforceability of the remainder of this Agreement unless the purpose of this Agreement is thereby
destroyed.
6.21 Statutes and Regulations. Any reference in this Agreement to any statute,regulation,ruling,or
administrative order or decree shall include,and be a reference to any successor statute,regulation, ruling,
or administrative order or decree,
6.22 Waiver.No delay or failure to require performance of any provision of this Agreement shall
constitute a waiver of that provision as to that or any other instance. Any waiver granted by a Party must
be in writing to be effective,and shall apply solely to the specific instance expressly stated.
l�
Nonemergent Transportation Services Agreement
Exhibit 2.1
Transportation Services
Vendor is a City and District duly authorized and permitted to provide ground transport services
("Transportation Services").
Adventist Health desires to have Vendor provide Transportation Services to facilitate the transfer of
Adventist Health patients between Adventist Health facilities within the County as requested from time to
time.
Services Definitions:
1.1 ALS-NE or ALS Non-Emergent Transport: shall mean Advanced Life Support Non-Emergent
transport which is the use of an ambulance for the transport of patients to another medical facility or
between facilities owned by Adventist Health for treatment,where the patient's medical condition is such
that one or more of the ambulance attendants must be a licensed paramedic or EMT-P fulfilling State of
California Code of Regulations Title 22 licensing rcquirements and local County EMS guidelines. All
such ALS-NE transports shall fall within the criteria designated as medically appropriate. This service is
subject to local County EMS rules and regulations regarding predesignated providers, and Vendor will
make all necessary efforts to meet these rules and regulations.
1.2 Ambulance Order Form shall mean the process to complete an order form shown in Exhibit
A for use by Adventist Health to request Vendor's Transportation Services,authorize payment, inform
Vendor when it must seek another party for transport payment,and to provide the necessary Physician
Certification Statement for CMS and the State of California Department of Health Services for eligible
Medi-Cal recipients. Both Parties may modify this process by mutual written consent at any time.
1.3 Applicable Payer- shall mean those payors, in addition to Adventist Health, that have the Direct
Financial Responsibility to pay for transport ordered from the Vendor.
1.4 Authorization-- shall mean Vendor has gained the appropriate CMS, Health Plan,and/or
Adventist Health approvals for the level of transport service provided for any patient or Enrollee of a
Plan. Adventist Health will only pay for those Transportation Services that have proper authorization
according to Ambulance Order Form and the Medical Transport Protocols as shown in Exhibits A and
Exhibit B.
1.5 BLS-NE or BLS Non Emergent Transport: shall mean Basic Life Support transport which is
the use of an ambulance for the transport of patients to another medical facility,transport between
facilities owned by Adventist Health,or transport to another alternate destination either for treatment or
for discharge where the patient's medical condition is such that both the attendant and driver must be
licensed as an EMT-i fulfilling State of California Code of Regulations Title 22 licensing requirements
and local County EMS guidelines. Any time Adventist Health provides the nurse and/or respiratory
therapist for a CCT-RN transport, such transport shall be designated at a minimum as a BLS transport.
1.6 California Department of Managed Health Care- shall mean the California Department of
Managed Health Care which has operational oversight of all Health Plans registered to operate within the
State of California.
1.7 Call Center shall mean the telephone triage dispatch center staffed and equipped by Vendor to
respond to all requests for Transportation Services requested by Adventist Health,
1.8 CCT-RN Transport: shall mean Critical Care Registered Nurse transport,which is a BLS-NE
with the addition of a nurse and/or respiratory therapist. Any time Adventist Health provides the nurse
and/or respiratory therapist for a CCT-RN transport,such transport shall be designated at a minimum a
BLS transport. These specially equipped ambulances shall have additional medical air,oxygen tanks,and
an inverter.
Exhibit 2.1-1
Nonemergent Transportation Services Agreement
1.9 Critical Care Transport("CCT")/Specialty Care Transport("SCT"): Adventist Health-to-
Adventist Health transportation of a critically injured or ill beneficiary by a ground ambulance vehicle,
including the provision of medically necessary supplies and services,at a level of service beyond the
scope of the EMT-Paramedic. CCT-SCT transport is necessary when a patient's condition requires
ongoing care that must be furnished by one or more health professionals in an appropriate specialty area,
for example emergency or critical care nursing, emergency medicine,respiratory care,cardiovascular care
or a paramedic with additional training. These specially equipped ambulances shall have additional
medical air,oxygen tanks,and an inverter.
1.10 Clean Claim—shall mean a claim submitted in an Excel spreadsheet or on a standard CMS form
or regulated HIPAA transaction code set that contains the following data:patient name,patient date of birth,
patient address (including street address, city, state, and zip code), relationship to primary Enrollee,
membership or Social Security number, date of service, diagnostic code or condition code, current
CPT/HCPC Codes, modifiers for origin and destination, charge, charge units, federal tax ID number, and
Vendor name and address. Any individual data item or authorization document may be deleted upon
agreement between both Parties.
1.11 CMS Guidelines. Vendor and Adventist Health agree to use published CMS guidelines in place
at time of transport governing Medical Necessity, State of California Medi-Cal guidelines, and other
applicable guidelines from third party payors and health plans as the predominant basis for any transport
payment utilization review.
1.12 Commercial — shall mean any third party insurer or payment source for Medical Transport
Services,
1.13 Coordination of Benefits—shall mean the determination of which of two or more Plans or other
third-party payors are primarily or secondarily responsible for Covered Services provided to an Enrollee.
Such coordination is intended to preclude the Enrollee from receiving an aggregate of more than one
hundred percent(100%) of covered charges from all coverage. When the primary and secondary benefits
arc coordinated, determination of liability shall be in accordanec with the usual procedures employed by
the California Department of Insurance and applicable federal, state and local regulations.
1.14 Co-payments—shall mean that portion of the cost of Covered Services that an Enrollee is obligated
to pay under the terms of the applicable Plan's Health Benefits Plan, including deductibles, coinsurance
and supplemental charges. A Co-payment may be either a fixed dollar amount or a percentage of the
applicable Adventist Health contract rate for Covered Services. Vendor may contact Plan directly to
determine the applicable Co-payment amount due by Enrollee to Vendor.
1.15 Covered Services—shall mean those health care services and benefits,which Enrollees are entitled
to receive under the terms of an applicable Health Benefits Plan.
1.16 Designated Representative shall mean any person or organization appointed by a Plan to
administer quality improvement,utilization management,claims processing or other programs. Each Plan
Agreement shall state whether Adventist Health or another person or organization shall act as the Plan's
Designated Representative with respect to any of the foregoing functions.
1.17 Direct Financial Responsibility — shall mean that Adventist Health or any other party as
designated in this Agreement has the financial responsibility to pay for the transport ordered from Vendor.
1.18 Dispatcher(s) —shall mean the individual(s) employed by Vendor to take requests by Adventist
Health for Transportation Services.
1.19 Emergency—shall mean,unless otherwise defined by a Plan in its Health Benefits Plan,the sudden
onset of a medical condition, or a sudden change in an existing medical condition, manifesting itself by
acute symptoms, including severe pain, where the absence of immediate medical diagnosis or care could
reasonably be expected to result in serious impairment to a bodily function, serious and permanent
Exhibit 2.t-2
Nonemergent Transportation Services Agreement
dysfunction of any body organ or body part or other serious medical consequences, including total and
permanent disability or death. The determination as to whether an Emergency exists in accordance with
the definition stated herein rests with the Plan or its Designated Representative.
1.20 Emergency Medical Technician ("EMT")or Emergency Medical Technician-I ("EMT-I"):
an individual trained in all facets of basic life support according to standards prescribed by this part and
who has a valid certificate issued pursuant. This definition shall include,but not limited to, EMT-I("FS")
and EMT-I-A. An EMT is trained and certified at the EMT level which allows them to provide basic life
support. Individual is to be licensed to perform medical transport services under California Code of
Regulations Title 22 and local EMS guidelines encompassing the criteria designated as medically
appropriate for their training and licensure requirements.
1.21 Emergency Medical Technician-Paramedic or Paramedic("EMT-P"): an individual whose
scope of practice to provide advanced life support and who has a valid certificate issued. Paramedics are
trained and licensed in advanced life support practices,which include more advanced and invasive skills
than basic life support,the ability to administer more medications,and utilize more advanced airways.
Individual is to be licensed to perform medical transport services under California Code of Regulations
Title 22 and local EMS guidelines encompassing the criteria designated as medically appropriate for their
training and licensure requirements.
1.22 Enrollee—shall mean a person or eligible dependent thereof who meets all applicable eligibility
requirements of a Plan's Health Benefits Plan, and who is entitled to receive Covered Services in
accordance with the requirements of such Health Benefits Plan. An Enrollee shall also include individuals
who meet the applicable eligibility requirements of a Plan's Health Benefits Plan covering Medicare and
Commercial participants where the Adventist Health has entered into a Plan Agreement to provide services
to such participants and Vendor has agreed to provide services to such Enrollee pursuant to this Agreement.
1.23 Health Benefits Plan—shall mean the document issued by a Plan to an Enrollee that sets forth the
Plan's Covered Services, and which describes the costs, procedures, benefits, conditions, limitations,
exclusions and other obligations to which Enrollees are subject thereunder.
1.24 Health Plan or Plan—shall mean an entity licensed as a health care service plan by the California
Department of Managed Care pursuant to the Knox-Keene Act, or another third party payor that has
contracted with Adventist Health to arrange for the provision of health care services to its Enrollees and
which has agreed to pay for such services,pursuant to a Plan Agreement.
1.25 High Risk Maternal Transport: shall mean a high-risk maternal transport requested by Adventist
Health that originates at Adventist Health or another Adventist Health for the transport of a female patient.
Adventist Health shall provide the nurse, respiratory therapist, and/or physician for a high-risk maternal
transport and such transport shall be designated at a minimum a BLS transport. These specially equipped
ambulances shall have additional medical air,oxygen tanks,and an inverter.
1.26 HIPAA—shall mean the Health Insurance Portability and Accountability Act of 1996,42 U.S.C.
Sections 1320d-1320d-8, and any applicable rules and regulations issued under its authority.
1.27 Adventist Health Charity Care—shall mean any patient who has been designated by Adventist
Health as qualifying under Adventist Health charitable care programs or income guidelines for free or
subsidized treatment,and whose transport if they were a recipient under the Medicare or Medi-Cal Program
would qualify as the financial responsibility of Adventist Health.
1.28 Adventist Health Facility—shall mean any Facility or site deemed by Adventist Health to be part
of its greater campus and/or delivery network, and at least include any facility on the extended Adventist
Health campus, all ancillary service sites, medical office buildings and accompanying physician offices,
and freestanding service facilities deemed by Adventist Health to be part of its greater campus or delivery
network within the County.
Exhibit 2.t-3
Nonemergent Transportation Services Agreement
1.29 Knox-Keene Act—shall mean the Knox-Keene Health Care Service Plan Act of 1975,as amended,
Cal. Health & Safety Code § 1340 et seq., and regulations promulgated thereunder by the California
Department of Managed Health Care, 10 C.C.R. § 1343 et seq.
1.30 Medi-Cal shall mean the California Department of Health Services Medi-Cal Division.
1.31 Medical(ly)Necessity(ary)shall mean, unless otherwise defined by a Plan in its Health Benefits
Plan, those services determined by a Plan or its designated representative to be(a)preventative,
diagnostic,and/or therapeutic,(b)specifically related to the condition being treated/evaluated, (c)
rendered in the least costly medically appropriate setting(e.g. inpatient,outpatient,office,emergency
department,home,on-site),based on the severity of illness and intensity of service required, and(d)not
primarily for the Member's or vendor's convenience or that of his/her physician. This definition shall also
mean any medical transport services that a Member requires in accordance with the Medical Necessity
criteria defined in Section 4.3 of this document. All transport requests by Adventist Health where
Adventist Health has designated itself as financially responsible shall be presumptively deemed Medically
Necessary.
1.32 Medical(ly) Necessity(ary)Criteria: If a patient has received documented verbal or written
notification in advance that Adventist Health and/or plan will not pay for Transportation Services because
of a lack of Medical Necessity, the member or patient may agree, in writing,to receive and pay for such
services at rates quoted by vendor.
1.33 Medical Transport Protocols shall mean those protocols adopted by Adventist Health and
agreed upon by Vendor for use in selecting the appropriate form of medical transport. Such protocols must
be in conformance with all applicable, California, federal, and local EMS statutes and ordinances,and are
shown as Exhibit B.
1.34 Transportation Services—shall mean those health care services,which are also Covered Services,
which Vendor customarily provides and which Vendor shall make available to Enrollees and patients under
the terms of this Agreement.
1.35 Non-Covered Services — shall mean those health care services, supplies, products and
accommodations provided to Enrollees that are not designated as benefits to Enrollees under the terms of
the applicable Health Benefits Plan.
1.36 OIG or Office of the inspector General Ambulance Compliance Plan shall mean the Office
of Inspector General's Final Compliance Program Guidance for Ambulance Suppliers published in the
Federal Register on March 24, 2003, at 68 FR 14245 and cited here as a standard for fraud and abuse
compliance for all medical transport providers.
1.37 Patient Care Record or Encounter Report —shall mean the Vendor's form used to document
required information regarding the transport of patients between facilities, i.e., confirmation of transport
between sending and receiving facilities, on time response of crew, billing information including
authorization for transport,and statistical data.
1.38 PCS or Physician Certification Statement shall mean a required form for all Medicare and
Medi-Cal fee-for-service ambulance transports.
1.39 PHI shall mean Protected Health Information for any patient and Enrollee that Vendor receives
from Adventist Health or creates or receives on behalf of Adventist Health. PHI is individually identifiable
health information that is considered confidential as defined in HIPAA and in the Confidentiality of Alcohol
and Drug Abuse Patient Records Regulation(42 CFR,Section 2.1 et seq.)as amended from time to time.
1.40 Plan Agreement—shall mean the agreement between Adventist Health and a Plan,which is made
before, on, or after the effective date of this Agreement and which expresses the agreed upon contractual
rights and obligations of the parties thereto.
Exhibit 2.1-4
Nonemergent Transportation Services Agreement
1.41 Reimbursement Rates — shall mean the payment arrangements described in Exhibit D to this
Agreement.
1.42 Response Time,Non-Prescheduled Transports—shall mean the number of minutes between the
specific time Vendor agrees to send an ambulance and the actual time of arrival at the designated pickup
location at Adventist Health.
1.43 Self-Pay Patient shall mean: (a) any patient identified as Self-Pay or Private Pay by Adventist
Health financial records,or(b)any patient with incomplete insurance or financial responsibility information
at time of transport and/or treatment, or (c) any patient without specific pre-existing private insurance,
Medicare, Medi-Cal, Champus, or other federal, California, or local assistance for Vendor to bill for
payment of such services.
2.1 Services to be Performed. Vendor shall provide Services as follows for Adventist Health during
the term of the Agreement:
(a) ALS-NE or ALS Non-Emergent Transport Services,upon request by Adventist Health,
and as required by law and by agreement between Vendor and the City and County 24 hours per day, 7
days a week,and to support CCT-RN Transport,CCT/SCT,and High risk Maternal Transports when
Adventist Health supplies the nurse or transport team.
(b) BLS-NE/BLS Non Emergent Transport Services,upon request by Adventist Health, and
as required by law and by agreement between Vendor and the City and County 24 hours per day,7 days a
week,and to support CCT-RN,CCT'SCT,and High Risk Maternal transports when Adventist Health
supplies the Registered Nurse or transport team.
2.2 Applicable Response Time and Performance Standards. Vendor shall use best efforts to
respond in a timely manner for any requested Services. Vendor is expected to meet all requests for
Services from Adventist Health,but in the event it cannot,Vendor shall notify Adventist Health as soon
as reasonable possible to allow Adventist Health to obtain another provider to perform the Transportation
Services. The specific performance standards shall be as follows:
(a) 180-minute response time from the time the call is received for BLS-NE transport and
when Adventist Health transport team is used for a CCT-RN transport.
(b) 120-minute response time from the time the call is received for ALS-NE transport and
when Adventist Health transport team is used for a CCT-RN transport.
(c) 120-minute response time from the time the call is received for a CCT-RN transport
solely utilizing Vendor staff.
(d) Vendor must notify Adventist Health if response time is estimated to be greater than the
response times specified in 2.2 (a),(b),and(c)and offer to contact another pre-designated provider for
Adventist Health.
(e) Vendor must notify Adventist Health if any delay such as a traffic accident,road closure,
passing train,or other similar incident will delay meeting designated response time.
(f) Vendor shall arrive within 10 minutes of the agreed-upon pickup time for calls that are
prescheduled 2 hours or more in advance.
(g) Vendor must notify Adventist Health,within 5 minutes of learning of any delay such as a
traffic accident, road closure,passing train,or other similar incident that will delay meeting designated
response time.
(h) Response time compliance will be 90%of the total call volume except for delays noted in
Section 2.2(g)above on a yearly basis measured monthly.
Exhibit 2.1-5
Nonemergent Transportation Services Agreement
(i) Referred calls to other providers shall not result in charges to Adventist Health beyond
those specified in this Agreement.
0) In an event of a disaster such as one detailed in Section 2.7, Vendor is also expected to
use other providers from nearby geographic areas and those providers serving Adventist Health as may be
available to assist Vendor.
(k) Vendor shall track response time for the Transportation Services and provide a monthly
report to Adventist Health to ensure Transportation Services are falling within the performance standards
identified in Section 2 (a)(b)and(c). Should Transportation Services exceed the time limits identified in
the performance standards,Vendor will provide a corrective action to Adventist Health to ensure future
Transportation Services are performed within the performance standards. Should the time limit continue
to exceed the time limits identified in the performance standards,Adventist Health may withhold 10%of
the subsidy payment until Transportation Services fall within the performance standards.
2.3 Operating Procedures. Adventist Health and Vendor shall abide by the following conditions
during the term of the Agreement:
(a) Adventist Health may directly request Services through Vendor's Call Center,hereto
attached as Exhibit A,by authorized staff of case management,emergency department,or other
departments requiring Vendor's services.
(b) Adventist Health shall determine the appropriate mode of transport,and patient's
stabilization for that mode of transport unless otherwise provided for or indicated by specific physician
orders.
(e) Vendor will complete Ambulance Order Form on behalf of Adventist Health staff and
return it by email or other approved means to individual at Adventist Health requesting Services.
(d) Adventist Health staff will obtain appropriate signature for physician certification
statement("PCS")purposes whenever required,and have form ready for Vendor at patient or Enrollee
bedside at time of pickup using the Ambulance Order Form or any other such form as agreed upon by
both Parties.
(e) Vendor will use best efforts to validate mode of transport for all requests for ambulance
transport that may not meet the level of service requested.
(f) Vendor will use best efforts to advise Adventist Health of any ambulance transport that
clearly does not meet Medical(ly)Necessity(ary)criteria and the Medical Transport Protocols as set forth
in Exhibit B, and suggest Adventist Health consider an alternative lower or higher-level means of
transport as medically appropriate.
(g) Adventist Health and Vendor shall work together to provide appropriate billing
paperwork and/or authorization forms for all requested transports.
2.4 Adventist Health Staff Return to Point of Origin. Vendor recognizes the need to promptly
return Adventist Health staff and/or medical team members to the Adventist Health facility originating a
CCT-RN,CCT/SCT or High Risk Maternal transport when Adventist Health supplies the RN,other
transport team members, and/or any specialized equipment necessary for that transport. Vendor agrees at
no additional charge to return or arrange for the prompt return of Adventist Health staff and any
accompanying equipment as soon as possible following a completed transport.
2.5 Title to Equipment. Vendor shall own,contract for,or lease all ambulances and equipment
provided pursuant to this Agreement,and Adventist Health shall not have any ownership interest therein.
One week prior to execution of this Agreement and annually upon request from Adventist Health, Vendor
shall provide to Adventist Health a valid copy or original of title to each and every ambulance used or
expected to be utilized under the Agreement. Vendor shall be responsible to pay,and shall pay when due,
Exhibit 2.1-6
Nonernergent Transportation Services Agreement
all taxes, registrations,fees, insurance,maintenance, and other charges as they pertain to the property
used pursuant to the Agreement.
2.6 Maintenance and Repair.Vendor shall ensure that all ambulances are maintained in good
working order and that they operate in accordance with California Highway Patrol or other required
operating regulations. Vendor shall provide complete maintenance and repair records and/or
documentation for all ambulance and medical equipment used on the ambulances, including radio
communication and telecommunications equipment,and submit proof of such completion to Adventist
Health upon a semi-annual basis or within 5 days of written request.
2.7 Level of Equipment and Supplies on Ambulances. Vendor shall ensure that all ambulances are
supplied with all necessary medical equipment and supplies, and that such supplies and/or medications
have not expired. Vendor shall meet all applicable standards for equipment and supplies for all vehicles
as set forth by federal and California law,and by local EMS Agency regulation,protocols,policies,and
standards of care. Vendor shall be responsible,at Vendor's sole cost and expense, for such personnel,
equipment,and supplies necessary to enable Vendor to carry out Vender's obligations under the
Agreement.
2.8 Vendor Anti-Terrorism and Security Measures. Vendor shall provide evidence of effective
security and anti-terrorism efforts and shall maintain such throughout this Agreement:
(a) Vender security policies shall be prepared for review by Adventist Health and all such
employees held accountable for compliance.
(b) Vendor employees shall assess all patients for the possibility of hidden weapons and
explosives.
(c) Background checks of all Vendor's permanent and temporary employees with access to
patients shall be conducted by Vendor before such employees provide Services under the Agreement
using all of the following sources: (1)the California Department of Justice Live Scan, (2)the California
Department of Motor Vehicles,and(3)a sanction search of the Department of Health and Human
Services, Office of Inspector General,for a listing as debarred, excluded or otherwise ineligible for
federal program participation(currently http:i/oig.hhs.gov/fraud/exclusions.html). Vendor shall supply
Adventist Health with the results of these background checks at least one(1)week prior to execution of
this Agreement.
(d) All transport vehicles used to provide services to Adventist Health shall be kept in a safe
and guarded location with appropriate security measures when not in active use.
(e) Electronic pictures of each type of vehicle,the employee uniform, and employee badge
must be supplied to Adventist Health security.
2.9 Disaster Plan: In the event of a disaster(e.g. act of God,earthquake, fire, flood, natural disaster,
inclement weather,epidemic,pandemic,act of terrorism,explosion,sabotage, nuclear incident)and
hospital requires the services of vendor to evacuate or otherwise transport patients,vendor agrees that it
will use all commercially reasonable and good faith efforts to effect or coordinate such transports within
24 hours' notice from hospital,or as soon thereafter as possible, and to complete such transports as
quickly as possible.This provision will apply equally to an event that has already occurred and to an
event that is imminent,upon the sole discretion of the hospital. In the event of such a disaster,hospital
will pay for all medical transport services provided to hospital by vendor according to the rates set forth in
this agreement.
2.110 Vendor Dispatch Hardware and Software Capability. Vendor's dispatch system used for
managing the delivery of Services to hospital will meet the following standards:
Exhibit 2.1-7
Nonemergent Transportation Services Agreement
(a) Compatible with the latest industry standard software and capable of rapid support of
Adventist Health andlor other providers in the event of any unexpected terrorist or multi-casualty
incident,
(b) Capable of reviewing requests for Services by telephone, FAX,or Internet
(c) Capable of meeting all the Anti-Terrorism and Security Standards set forth in Section 2.8,
(d) Capable of producing monthly electronic reports of Services provided along with detailed
information on an individual transport of patient pickup and destination,insurance or payor,response
time,and medical reason for the transport,and
(e) Capable of interfacing with hospital electronic medical record programs.
Exhibit 2.1-5
Nonemergent Transportation Services Agreement
Exhibit 2.2
BUSINESS ASSOCIATE AGREEMENT
This BUSINESS ASSOCIATE AGREEMENT(this"BAA") is made by and between Adventist
Health System/West,a California nonprofit religious corporation dba Adventist Health,on behalf of itself
and each of its affiliated facilities(each a"Covered Entity"or"CE"),and City of Ukiah on behalf of the
Ukiah Valley Fire Authority("Business Associate"or"BA"),and is effective August 1, 2024(the"BAA
Effective Date").
Recitals
A. BA provides certain services for or on behalf of CE("Services"),pursuant to one or more
agreements or arrangements(the"Underlying Agreement"), and, in the performance of the Services, BA
creates,receives, maintains or transmits Protected Health Information("PHI").
B. CE and BA intend to protect the privacy and provide for the security of the PHI created, received,
maintained,or transmitted by BA in compliance with the Health Insurance Portability and Accountability
Act of 1996, Public Law 104-191 ("HIPAA"),the Health Information Technology for Economic and
Clinical Health Act, Public Law 1 11-005 (the"HITECH Act"), and the implementation regulations
promulgated by the U.S. Department of Health and Human Services(the"HIPAA Regulations")and
other applicable laws.
C. The HIPAA Regulations require CE to enter into an agreement containing specific requirements
with BA prior to the disclosure of PHI,as set forth in this BAA.
In consideration of the mutual promises below and the exchange of information pursuant to this BAA,
the parties agree as follows:
Article 1
Definitions
1.1 General Definitions. Unless otherwise provided in this BAA,all capitalized terms that are used
in this BAA will have the same meaning as defined under HIPAA, the HITECH Act,and the HIPAA
Regulations.
1.2 "Offshore"means outside of the United States of America.
1.3 "Privacy Rule"means the HIPAA Regulations that are codified at 45 C.F.R. Part 160 and 164,
Subparts A and E.
1.4 "Protected Health Information"or"PHI"has the same meaning as"protected health
information" in 45 C.F.R. § 160.103, limited only to information provided by CE to BA or created or
received by BA on CE's behalf.
1.5 "Security Rule"means the HIPAA Regulations that are codified 45 C.F.R. Part 160 and Part
164, Subparts A and C.
Article 2
Obligations of BA
2.1 Permitted Uses. BA may not use PHI except for the purpose of performing the Services,or as
otherwise explicitly permitted by this BAA or as Required By Law. Further, BA may not use PHI in any
manner that would constitute a violation of the Privacy Rule or the HITECH Act if so used by CE.
However, BA may use PHI: (a)for the proper management and administration of BA; (b)to carry out the
legal responsibilities of BA; and(c)for Data Aggregation purposes for the Health Care Operations of CE.
Exhibit 2.2-1
Business Associate Agreement
2.2 Permitted Disclosures. BA may not disclose PHI except for the purpose of performing the
Services, or as otherwise explicitly permitted by this BAA or as Required By Law. BA may not disclose
PHI in any manner that would constitute a violation of the Privacy Rule or the HITECH Act if so
disclosed by CE. However, BA may disclose PHI: (a) for the proper management and administration of
BA; (b)to carry out the legal responsibilities of BA; or(c)for Data Aggregation purposes for the Health
Care Operations of CE. If BA discloses PHI to a third party for BA's proper management and
administration or to carry out BA's legal responsibilities,the disclosure must be Required By Law,or
prior to making any such disclosure,BA must obtain: (y) reasonable written assurances from such third
party that such PHI will be held confidentially and only used or further disclosed as Required By Law or
for the purposes for which it was disclosed to such third party; and(z)a written agreement from such
third party to immediately notify BA of any breach of its confidentiality obligations of which it becomes
aware.
2.3 Appropriate Safeguards.BA must comply with all applicable requirements of the Security Rule
to the same extent the Security Rule applies to CE. BA will implement appropriate administrative,
physical, and technical safeguards as are necessary to prevent the improper use or disclosure of PHI other
than as permitted by this BAA. Without limiting the foregoing,BA may not(a)transmit PHI over a
network that is not protected by Encryption technology, such as the Internet(i.e.,a virtual private network
must be used),or(b)maintain PHI on a laptop or other portable electronic media,unless such PHI has
been secured by Encryption technology. BA will not(c)store any decryption key on the same device as
encrypted PHI,or(d)transmit any decryption key over an open network. Any Encryption technologies
utilized in complying with this Section must at a minimum meet the Federal Information Processing
Standard("FIPS") 140-2 encryption standard and any of its successor security standards. BA represents
and warrants that its workforce members who may have access to PHI have been appropriately trained on
their obligations under the HIPAA Regulations.
2.4 Mitigation. BA agrees to mitigate, to the maximum extent practicable,any harmful effect that is
known to BA of a use or disclosure of PHI in violation of this BAA including,but not limited to,
removing a BA employee from working on or with CE information at the request of CE.
2.5 Reporting of Improper Access, Use or Disclosure. BA will notify CE in writing of any access
to,use or disclosure of PHI not permitted by this BAA, including any Breach of Unsecured PHI and
Security Incident,without unreasonable delay and no later than 5 days after discovery. Such notifications
must include the following:
(a) A description of the impermissible access, use or disclosure of PHI, including
identification of each BA employee who is reasonably believed to have impermissibly accessed, used or
disclosed PHI;
(b) Identification of each Individual whose Unsecured PHI has been or is reasonably
believed by BA to have been impermissibly accessed, used,or disclosed;
(c) The date the incident occurred and the date the incident was discovered;
(d) A description of the type(s)and amount of PHI involved in the incident, including copies
of any PHI involved in the incident;
(e) A description of the investigation process to determine the cause and extent of the
incident;
(f) A description of the actions BA is taking to mitigate and protect against further
impermissible uses or disclosures and losses, including,but not limited to,proof of the actions described,
copies of education and training materials, and revised policies and procedures;
(g) A description of the disciplinary BA is taking against each BA employee who is
reasonably believed to have impermissibly accessed, used, or disclosed PHI;
Exhibit 2.2-2
Business Associate Agreement
(h) A description of any steps Individuals should take to protect themselves from potential
harm resulting from the impermissible use or disclosure of PHI; and
(i) Any other information related to the incident that is reasonably requested by CE.
BA shall promptly supplement the notification with additional information regarding the incident as it
obtains such information, including without limitation,its assessment as to whether the incident
constitutes a reportable breach under 45 C.F.R. § 164.402 or state law.
Notwithstanding the foregoing,BA and CE acknowledge the ongoing existence and occurrence of
attempted but unsuccessful Security Incidents that are trivial in nature, such as pings and port scans,and
CE acknowledges and agrees that no additional notification to CE of such unsuccessful Security Incidents
is necessary. However,to the extent that BA becomes aware of an unusually high number of such
unsuccessful Security Incidents due to the repeated acts of a single party,BA shall notify CE of these
attempts and provide the name, if available,of said party.
BA will reimburse CE for(a)all reasonably incurred costs related to notifying Individuals of an
impermissible access,use or disclosure of PHI by BA or its Subcontractors,and (b) all reasonably
incurred expenses related to mitigating harm to the affected Individuals, such as credit monitoring
services.
2.6 BA's Agents and Subcontractors.BA will ensure that any Subcontractors that create,receive,
maintain,or transmit PHI on behalf of BA agree in writing to the same restrictions and conditions that
apply to BA with respect to such PHI. BA will implement and maintain sanctions against Subcontractors
that violate such restrictions and conditions and shall mitigate the effects of any such violation. BA will
be legally responsible to CE for the actions and conduct of its Subcontractors involving PHI.
2.7 Access to PHI. BA will make PHI it maintains in Designated Record Sets available to CE for
inspection and copying within 5 days of a request by CE in a manner that enables CE to fulfill its
obligations under 45 C.F.R. § 164.524, if any Individual asks to inspect or access his or her PHI directly
from BA,BA will notify CE in writing of the request within 5 days of the request. Any approval or denial
of an Individual's request to access or inspect his or her PHI is responsibility of CE.
2.8 Amendment of PHI. Within 10 days of the receipt of a request from CE for an amendment to
PHI that is maintained in a Designated Record Set by BA,BA will make the PHI available to CE for
amendment in a manner that enables CE to comply with 45 C.F.R. § 164,526, If any Individual requests
an amendment of PHI from BA,BA must notify CE in writing of the request within 5 days of the request.
Any approval or denial of an amendment of PHI maintained by BA is the responsibility of CE.
2.9 Accounting Rights. BA will maintain a record of all disclosures of PHI that BA makes, if CE
would be required to provide an accounting to an Individual of such Disclosures under 45 C.F.R. §
164.528. Within 10 days of notice by CE of a request for an accounting of Disclosures of PHI, BA will
make available to CE all information related to Disclosures by BA and its Subcontractors necessary for
CE to fulfill its obligations under 45 C.F.R. § 164.528. BA agrees to implement a process that allows for
an accounting to be collected and maintained by BA for at least six years. At a minimum the information
collected and maintained will include: (a)the date of disclosure; (b)the name of the person who received
the PHI and, if known,the address of the person; (c)a brief description of PHI disclosed;and(d)a brief
statement of purpose of the disclosure that reasonably informs the Individual of the basis for the
disclosure, or a copy of the Individual's authorization, or a copy of the written request for disclosure. In
the event that the request for an accounting is delivered directly to BA,BA will,within 5 days of a
request, forward it to CE in writing. It is CE's responsibility to prepare and deliver any such accounting
requested,and BA will not provide an accounting directly to an Individual.
Exhibit 2.2-3
Business Associate Agreement
2.10 Delegation of Obligations. To the extent that BA caries out CE's obligations under the Privacy
Rule,BA shall comply with the requirements of the Privacy Rule that apply to CE in the performance of
such obligations.
2.11 Access to Records. BA will make its internal practices,books,and records relating to the use and
disclosure of PHI available,upon request,to CE and the Secretary for purposes of determining CE and
BA's compliance with the Privacy Rule and this BAA.
2.12 Minimum Necessary. BA will request,use,and disclose only the minimum amount of PHI
necessary to accomplish the purpose of the request,use,or disclosure. BA understands and agrees that the
definition of"minimum necessary"is in flux,and BA will keep itself informed of guidance issued by the
Secretary with respect to what constitutes"minimum necessary."
2.13 Data Ownership. Unless otherwise addressed in the Underlying Agreement, BA acknowledges
that BA has no ownership rights in the PHI.
Article 3
Term and Termination
3.1 Material Breach. CE may terminate this BAA and any Underlying Agreement upon written
notice to BA if CE determines that BA or its Subcontractors or agents breached a material term of this
BAA,despite any contrary term in the Underlying Agreement. CE may choose to provide BA with an
opportunity to cure any breach of this BAA,and CE may terminate this BAA if BA fails to cure the
breach within the period specified in the notice of the breach.
3.2 Judicial or Administrative Proceedings.CE may tenminate this BAA and the Underlying
Agreement,despite any contrary term in the Underlying Agreement effective immediately, if(a) BA is
named as a defendant in a criminal proceeding for a violation of HIPAA, the HITECH Act, the HIPAA
Regulations or other security or privacy laws, or(b)a finding or stipulating that BA has violated any
standard or requirement of HIPAA,the HITECH Act, the HIPAA Regulations or other security or privacy
laws is made in any administrative or civil proceeding in which CE has been joined.
3.3 Effect of Termination. Upon termination of this BAA for any reason,BA will,at the option of
CE, return or destroy all PHI that BA still maintains in any form,and will not retain any copies of such
PHI. If return or destruction is unfeasible as determined by CE, BA will provide CE with written notice of
the circumstances that BA believes make the return or destruction of the PHI infeasible and continue to
extend the protections of this BAA to such information and limit further use of such PHI to those
purposes that make the return or destruction of such PHI infeasible. If CE elects destruction of the PHI,
BA will certify in writing to CE that such PHI has been destroyed. BA will be responsible for returning or
destroying any PHI in the possession of its Subcontractors consistent with the requirements of this
Section related to return and destruction of PHI.
Article 4
General Provisions
4.1 Amendment to Comply with Law.The parties acknowledge that state and federal laws relating
to data security and privacy are rapidly evolving and that amendment of this BAA may be required to
provide for procedures to ensure compliance with such developments. The parties specifically agree to
take such action as is necessary to implement the standards and requirements of HIPAA,the HITECH
Act,the Privacy Rule,the Security Rule and other applicable laws relating to the security or
confidentiality of PHI. Upon the request of either party,the other party agrees to promptly enter into
negotiations concerning the terms of an amendment to this BAA embodying written assurances consistent
with the standards and requirements of HIPAA,the HITECH Act,the Privacy Rule,the Security Rule or
other applicable laws. Despite any contrary tern in the Underlying Agreement, CE may terminate the
Underlying Agreement and this BAA upon 30 days' written notice in the event (a) BA does not promptly
Exhibit 2.2-4
Business Associate Agreement
enter into negotiations to amend this BAA when requested by CE pursuant to this Section, or(b) BA does
not enter into an amendment to this BAA providing assurances regarding the safeguarding of PHI that
CE, in its sole discretion,deems sufficient to satisfy the standards and requirements of applicable laws.
4.2 Assistance in Litigation or Administrative Proceedings.BA shall make itself,and any
Subcontractors, employees,or agents assisting BA in the performance of its obligations under this BAA
available to CE, at no cost to CE, to testify as witnesses,or otherwise, in the event of litigation or
administrative proceedings being commenced against CE, its directors,officers, or employees based upon
a claimed violation of HIPAA,the HITECH Act, the Privacy Rule,the Security Rule,or other laws
relating to security and privacy by BA,except where BA or its Subcontractor,employee,or agent is a
named adverse party.
4.3 Disclaimer. CE makes no warranty or representation that compliance by BA with this BAA,
HIPAA,the HITECH Act or the HIPAA Regulations will be adequate or satisfactory for BA's own
purposes. BA is solely responsible for its decisions regarding the safeguarding of PHI.
4.4 Indemnification. BA will indemnify, defend,and hold CE and its employees,agents, officers,
directors,members,subsidiaries,and affiliates harmless from and against any claim,cost, lawsuit, injury,
loss,damages, or liability arising from (a)any breach by BA of its obligations under this BAA,or(b)any
impermissible use or disclosure of PHI by BA or its Subcontractors,however caused. CE will indemnify,
defend,and hold BA and its employees,agents, officers,directors,shareholders, members,subsidiaries,
and affiliates harmless from and against any claim,cost,lawsuit, injury, loss,damages,or liability arising
from a breach of this BAA by CE. The indemnification rights and obligations set forth in this Section are
not subject to any limitation of liability provision contained in the Underlying Agreement.
4.5 Insurance. BA must carry cyber liability coverage with minimum limits of$4,000,000 per
occurrence, $4,000,000 in the aggregate, including coverage for data reconstruction, financial damages
resulting from the unauthorized disclosure of or general corruption or loss of personal data(including but
not limited to PHI), identity theft monitoring services for Individuals whose PHI was compromised,costs
of incident response, investigation and follow-up,coverage for actions of rogue employees and the costs
of defending or responding to(including damages and fines)any investigations or informational requests
from any regulatory agency or other governmental or quasi-governmental agency responsible for the
control and use of PHI.To the extent not already required in the Underlying Agreement and upon CE's
request, BA shall provide CE with an annual certificate of insurance to demonstrate its compliance with
this provision.
4.6 Interpretation.The provisions of this BAA prevail over any provisions in the Underlying
Agreement that may conflict or appear inconsistent with any provision in this BAA,provided that any
terms in the Underlying Agreement that may provide greater protections to the privacy and security of
PHI than are set forth in this BAA govern.This BAA and the Underlying Agreement shall be interpreted
as broadly as necessary to implement and comply with HIPAA,the HITECH Act, the Privacy Rule and
the Security Rule. The parties agree that any ambiguity in this BAA will be resolved in favor of a
meaning that complies and is consistent with HIPAA,the HITECH Act, the Privacy Rule and the Security
Rule.
4.7 No Third-Party Beneficiaries. Nothing express or implied in this BAA is intended to confer,nor
shall anything confer, upon any person other than CE, BA and their respective successors or assigns,any
rights,remedies, obligations,or liabilities.
4.8 Offshoring Prohibition. BA shall not,and shall not allow others to: (a)transfer or disclose any
PHI outside of the United States of America; (b)store,whether or not on a temporary or permanent basis,
any PHI in a location located outside the United States of America;or(c)otherwise process or allow
access,even remote access,to any PHI from a location located outside the United States of America
without CE's prior written consent. To obtain CE's prior written consent related to offshore activities, BA
Exhibit 2.2-5
Business Associate Agreement
Oct 2, 2024
Exhibit 3.1
Compensation
1.1 Provider Compensation. Adventist Health or Applicable Payor shall pay Provider the
Reimbursement Rates for authorized Transportation Services that are rendered to patients and Enrollees
in accordance with the terms of this Agreement, less the amount of any Co-payments payable by the
Enrollee under the applicable Health Benefits Plan. In the event Vendor's Call Center has contacted
another medical transport company to provide Transportation Services and any such individual transport
is the financial responsibility of Adventist Health, Vendor shall include that particular transport in its
monthly claims submission as if it had conducted that transport itself. Any amount billed to Adventist
Health for a transport by another medical transport company shall be governed by fee schedules shown in
Exhibit D.
1.2 Submission of Patient Care Records and Claims. Vendor shall submit all applicable claims for
services rendered to Enrollees and patients(and any adjustments thereto),to the appropriate parties within
90 days from the date that such services were provided according to the requirements in Exhibit 2.1
section 1.10 Clean Claims. In cases where the Plan is the secondary payor,the foregoing submission
dates shall commence on the date Vendor receives notice of the primary payor's liability.
1.3 Timing of Payment. Vendor or Applicable Payor for those plans with Adventist Health having
Direct Financial Responsibility,shall pay undisputed Clean Claims within the following time frames: (a)
Senior Risk claims within 60 calendar days, (b)Medi-Cal Risk claims within 30 working days,(c)
Commercial Risk claims and all general Adventist Health claims within 12 working days.
1.4 Covered Enrollees and Services. Adventist Health shall compensate Vendor only for
Transportation Services provided to individuals who are Enrollees as of the date the services are provided.
1.5 Co-payments. Vendor shall use its best efforts to bill and collect all applicable Co-payments
from Enrollees. Adventist Health shall not be financially responsible for any uncollected Co-payments.
1.6 Non-Covered Services. Vendor shall have the right to bill and collect for all Non-Covered
Services rendered to Enrollees. Adventist Health shall not be financially responsible for any Non-
Covered Services rendered to Enrollees.
1.7 Medical Necessity. The obligation of Hospital or a Plan to pay Vendor for the provision of
Transportation Services to a patient or an Enrollee shall be conditioned upon a determination by
Adventist Health,the Plan or its Designated Representative, that the provision of such Transportation
Services was Medically Necessary. Such determination shall be consistent with the Medical Transport
Protocols attached to this Agreement as Exhibit B. In the case of Adventist Health,any final
determination shall be made by Adventist Health,a specific Adventist Health designee,or as provided by
applicable law.
1.8 Physician Certification Statement(PCS). For all transports where Adventist Health has
designated itself as the financially responsible party and has so informed Vendor through the Ambulance
Order Form,Vendor shall have no requirement to submit a PCS. In all cases where Adventist Health has
designated CMS or another payor requiring a PCS as the primary or sole payer,Adventist Health will
make best effort to submit a PCS to Vendor or facilitate completion of such form.
1.9 Exclusive Payment. Vendor shall look only to Adventist Health or Applicable Payor for
compensation for Transportation Services rendered to Enrollees. In no event(including,without
limitation,non-payment by Adventist Health or a Plan, insolvency of Adventist Health or a Plan,
Adventist Health's breach of this Agreement,or breach of a Plan Agreement by Adventist Health or the
Plan)shall any Enrollee be liable for sums owed to Vendor by Adventist Health or Applicable Payor.
Vendor shall not bill,charge, collect a deposit or other sum, or seek compensation, surcharges,
remuneration or reimbursement for Transportation Services from, or maintain any action or have any
Exhibit 3-1
Nonemergent Transportation Services Agreement
recourse against,an Enrollee or other person acting on an Enrollee's behalf,either during the term of this
Agreement or thereafter. This provision shall not prohibit collection of Co-payments pursuant to Section
1.5 or reimbursement for Non-Covered Services pursuant to Section 1.6 of this Exhibit. Whenever
Adventist Health or a Plan receives notice of any such attempt to seek compensation,surcharge or
reimbursement by Provider,Hospital or Plan shall take appropriate action.
1.10 Coordination of Benefits. Vendor and Adventist Health shall cooperate in any Coordination of
Benefits efforts by Vendor. Vendor shall bill any Commercial payor or Health Plan for the purpose of
Coordination of Benefits and collection of any applicable Co-payments. Adventist Health acknowledges
that any Coordination of Benefits amounts and any Co-payments collected from such third party payors
and Health Plans shall be the property of Vendor.
1.11 Timely Filing. Vendor agrees to submit all claims to Adventist Health no later than 90 days from
the date of service for all claims where Adventist Health has Designated Financial Responsibility. Claims
submitted beyond this 90 day time limit will be considered ineligible for any eventual payment including
those for any Enrollees. Adventist Health shall not have an obligation to pay Vendor for claims(and any
adjustments thereto)that are not accompanied by an authorized Ambulance Order Form and a Patient
Care Record more than 90 days after the date of service or a previously approved Excel spreadsheet with
required information. The requirements of this article are not applicable to claims subject to
Coordination of Benefits, where the claim submission period begins on the date the primary payor has
paid or denied the claim.
1.12 Time Period for Submission of Vendor Disputes. Vendor agrees to submit all appeals to
Adventist Health for all non-managed care claims within 30 working days from the date Vendor received
notice the claim was paid or denied,and 45 working days for all managed care claims submitted. Any
such appeals must include additional documentation or written information to assist in the appeal process.
Adventist Health shall have a maximum of 30 to 45 working days to review these appeals and make
payment to Vendor for all appealed claims approved depending on the type of claims submitted unless
there is evidence of fraud and/or misrepresentation. Vender and Adventist Health agreed to abide by all
applicable rules and regulations pertaining to appeal review periods as set forth for all managed care
claims by the California Department of Managed Health Care.
1.13 Timely Recoup Guidelines. Vendor and Adventist Health agree to limit recoupment for under
or overpayment,notwithstanding an open appeal,to no more than 12 months or l calendar year after the
date of service in compliance with Section 6404 of the Patient Protection and Affordable Care Act.
1.14 Past Due Payments for Managed Care Claims. For any claims submission dispute that
involves a claim that is determined in whole or part in favor of Vendor, Adventist Health will pay any
outstanding monies determined to be due,and all interest and penalties as determined by law or
regulation,within 5 working days of the issuance of the written determination.
1.15 Adventist Health Financially Responsible. Adventist Health shall be responsible for. inter-
facility ambulance transports of inpatient Medicare and Medi-Cal DRG patients, Hospital Charity Care
patients,and any Enrollees where Adventist Health is listed as financially responsible. All such transports
herein listed must also meet Medical Necessity and the other terms and conditions of this Agreement.
1.16 Adventist Health Not Designated Financially Responsible. Vendor shall bill patient's
insurance carrier, Health Plan(including Adventist Health Self-Funded Plans),or California, federal, or
local agencies in accordance with federal,California,and local laws and regulations for any such
transports that Adventist Health does not have financial responsibility, including Self Pay/Private Pay
designated patients,and HOSPITAL shall not be responsible for any unpaid claims,unauthorized
services,or for any medical transports determined covered under a skilled nursing facility Prospective
Exhibit 3-1
Nonemergent Transportation Services Agreement
Payment System agreement with Medicare,a separately capitated medical group,another hospital,
insurer,or employer.
1.17 Vendor Payment to Adventist Health for High Risk Maternal and CCT-RN Transport
Nursing Services. Vendor agrees to reimburse Adventist Health for their nursing staff for any High Risk
Maternal,or CCT-RN Transport where Vendor is able to bill and collect from other payors at a specialty
nurse-based transport rate rather than BLS-NE. Vendor shall pay a fee to Adventist Health equal to the
then current hourly market rate of a registry nurse based on the time elapsed from pickup of the nurse to
return to bedside duty,but not more than the difference between Vendor's usual and customary fee for
BLS-NE and the amount collected from other payors and any Co-payments received from the patient or
patient's family.
1.18 Subsidy.
(a) Within ten(10)days of the last day of each calendar quarter during the term of the
Agreement, Vendor shall submit to Adventist Health an accurate and complete report of Vendors
Collections in such form as requested by Adventist Health from time to time(the"Vendor Collections
Report"). For purposes of this Agreement, the term"Vendor Collections"means the amount collected
from all sources by Vendor on a cash basis for Transportation Services provided by Vendor pursuant to
the Agreement.
(b) If Vendors Collections are less than$458,100.50(the"Base Amount")in any calendar
quarter during the term of this Agreement,Adventist Health shall pay to Vendor,within ten(10)days of
the submission by Vendor of the Vendor Collections Report, an amount equal to the difference between
the Base Amount and Vendor Collections(the"Subsidy"). The Parties intend that this Subsidy is meant
to support Vendor's provision of the Services on a break-even basis or substantially similar thereto due to
the Transportation Services being performed in a sparsely populated area and the Parties reasonably
anticipating from reputable financial estimates that expenses and costs will exceed receipts. The Parties
shall make reasonable efforts to amend the Subsidy to reflect this intent when financial information
indicates a new figure reflects the break-even basis or substantially similar thereto. The Parties agree to
meet quarterly during the first two years of the Agreement and bi-annually thereafter to review the
Subsidy.
(c) Adventist Health's obligation to pay amounts to Vendor pursuant to this Section shall be
contingent on Vendor's submission to Adventist Health of accurate and complete quarter Vendor
Collections Report,and Vendor's compliance with the terms and conditions of the Agreement.
Notwithstanding any other provision of this Agreement, the aggregate Subsidy paid to Group pursuant to
this Section shall not exceed$499,312 per Contract Year("Annual Cap").
Exhibit 3-1
Nonemergent Transportation Services Agreement
Exhibit A
Ambulance Transport Order Form
To complete an order form Adventist Health will call Vendor's Call Center at 999.999.9999
Exhibit A
Nonemergent Transportation Services Agreement
Exhibit B
Draft Medical Transportation Protocols
Directions: Patient must be transported at the highest level of care CCT-RN ALS BLS
required and matched to the capability of the transport vehicle/staff.
1. Alert, oriented,able to communicate,or has own attendant X
2. Does not need constant supervision or require physical restraints X
3. Not a danger to self or others X
4. Must be transported by wheelchair with few entrance stairs only X
5. Has no other means for transport and cannot go by taxicab X
b. Patient can sit comfortably and does not need to recline X
7. Patient can stand,pivot,or ambulate into wheelchair X
8. Will carry and/or use own portable oxygen cylinder during X
transport
9. Destination has no wheelchair access,or needs assistance to climb X
stairs
10. Disoriented,requires assistance;'supervision and does not have own X
attendant
11. Unsafe standing,pivoting or ambulating X
12. Must lie supine, lateral recumbent,or semi-reclining X
13. Head needs elevation and cannot sit X
14. Requires constant observation-may be danger to self or others* X
15. Physical restraints and/or special positioning of extremities* X
16. Partial paralysis or semi-conscious* X
17. DNR documented* X
18. Complete paralysis or comatose I X
19. Continuous oxygen and notpatient's own cylinder X
20. Aspiration precautions X
21. TKO or plain IV D5, LR,NS, DSNS, D51/2N5 X
22. N-tube,g-tube,heparin lock,catheters,clamped indwelling X
vascular lines
23. Monitor central line with no medications X
24. Completed Physician Certification Statement(PCS)meeting all X X X
required criteria
25. IV needing regulation or monitoring X**
26. EKG/pulse oximet /defibrillation/continuous cardiac monitoring X**
27. Peripheral IV running with Lidocaine,Oxytocin,or potassium X**
<20mE
28. Patient requires analgesia(morphine)for isolated injuries or burns X
29. Clam ed chest tube X**
11
30. Advanced airway mans ement/infre uent airway suctioning X**
31. IV with medication requiring an infusion pump; if pump is locked X X XX
and under patient control can be ALS-Paramedic or BLS-EMT: go
back and review above criteria
32. IV requiring titration,or with vasoactive,TPN,antiarrhythmic, X X XX
electrolytes, hypertonic,or antibiotics; peripheral IV medications
running or anticipated
33. Central vcnous/arterial line/chest tube X X XX
Exhibit B
Nonemergent Transportation Services Agreement
34. Must monitor administer medications enroute X X XX
35. Temporary acemaker in place X X XX
36. Ventilator dependent during transport X X XX
37. Frequent deeptracheal suctioningX X XX
38. Pulmonary artery line in place X X XX
34 Intra-cranial ressure linefintra-aortic balloon um in lace X X XX
40. Patient is a critical neonate,pediatric,or OB High Risk case X X XX
41. Critical care nursing or respiratory therapist skills X X XX
required/anticipated enroute
**These patient medical conditions are within the scope of practice of a paramedic,but first check with
Dispatch if you have any doubts or questions about the need for an RN to run as a CCT-RN transport
instead
"XX" in the boxes under the"BLS"column means that when HOSPITAL supplies a Nurse(RN)or
Respiratory Therapist(RT)the transport is elevated to a CCT-RN Transport
NOTE: If patient meets the Medical Necessity requirements for transport,but weighs 350 or more
pounds and requires any type of lift over even entrance stairs, please order BLS ambulance,as this weight
exceeds"safe carry or transport"guidelines.
Exhibit B
Nonemergent Transportation Services Agreement
Exhibit C
Utilization and Quality Management Program
1. Studies: The Quality Assurance Committee will develop criteria for the systematic
collection of date in area(s) undergoing study. The Quality Assurance Committee will participate in the
California HMO Quality Management Coalition audits. All providers will be included in these audits.
Quality Assurance Committee Minutes are held strictly confidential. Only agenda pages may be reviewed
by contracted entities. Quality Assurance Committee meetings are closed. These areas may include
inpatient and outpatient admissions, admissions from Emergency Room, and ambulatory services. Such
studies may include,but are not limited to:
a. Audit of the ambulatory care services medical records including appropriate documentation.
b. Evaluation of the structure of care.
c. Review of medical records for quality of care,appropriateness of admissions, and length of stay
based on severity of illness and intensity of service.
d. Appropriateness of procedures, surgeries, laboratory and other diagnostic evaluations.
e. Evaluations of outcomes of care based on standard epidemiological factors including co-
morbidity,age,etc.
f. Formulation of appropriate measures to facilitate correction in areas of noncompliance; and to
assure deficiencies are corrected.
IL Peer Review: A subcommittee of permanent physician members, the Hospital Medical
Director, Director of Quality Utilization Management, and Operations Officer shall constitute the Peer
Review Committee. Said Committee shall meet whenever, and as frequently as necessary. The Minutes
of this Subcommittee shall not become part of the Minutes or records of the Quality Review Committee
and shall be Kept in a separate place. Review procedures outlining duties, rights and responsibilities of
reviewers shall be clearly established and available for study.
Exhibit C
Nonemergent Transportation Services Agreement
Exhibit D
Reimbursement Rates
As compensation for Transportation Services rendered to patients and Enrollees in accordance with the
terms of this Agreement, Vendor agrees to accept payment in accordance with the following fee schedule
as payment in full.
D.1 Adventist Health Direct Financially Responsible Transports. Adventist Health shall be
responsible for: (a)all intra-facility transports of inpatient Medicare DRG and Medi-Cal patients per CMS
Medicare and California State Department of Health Services Medi-Cal Division rules and regulations;(b)
all Adventist Health designated Charity Care patients;and(c)any transports for Members of managed care
or capitated health plans where Adventist Health has financial risk. All Medical Transports Services
conducted by Vendor for a patient where Adventist Health has Direct Financial Responsibility and billed
as set forth in Section D.2 shall also be billed in conjunction with a wait and return policy.
D.2 Adventist Health Service Rates: The pricing for those Services associated with intra-facility
transports from one Facility to another within the County shall be as follows:
H(-PC.'S Code
5ervic Rate-
Advance Life Support(ALS)
Transportation Services Paramedic A0426 $696.20
Level I Base Rate
Advance Life Support(ALS)
Transportation Services Paramedic L A0433 S1,007.67
Level 2 Base Rate
Basic Life Support(BLS)
Transportation Services Non- A0428 $360.43
Emergency Base Rate
Specialty/Critical Care
Transport(SCT/CCT) Services A0434 S1,190.89
Nurse Staffed Critical Care Base
Rate
Mileage,Ground Mileage, Per Mile A0425 $9.02
or Fraction Thereof
Exhibit D
Nonemergent Transportation Services Agreement