Loading...
HomeMy WebLinkAboutAll Access Transfer Center (AATC) 2025-07-01 COU 2526-076 IFT DISPATCH SERVICES AGREEMENT IFT Dispatch Agreement Confidential and Proprietary THIS IFT DISPATCH SERVICES AGREEMENT is made between the Global Medical Response company (“AATC”) and the customer (the “Customer”) set out on the signature page of this Agreement. This Agreement is effective as of the Commencement Date as defined herein. WHEREAS, AATC is in the business of providing inter-facility. dispatch services and other logistics services for medical transportation providers, wheelchair providers and other transportation providers; WHEREAS, Customer has conducted an analysis of its needs, and has determined that such needs will be best met through an agreement with AATC; NOW, THEREFORE, AATC and Customer do hereby agree as follows: 1. Provision of Services. AATC will provide the dispatch services described in Schedule “A” hereto (the “Services”) to Customer on the terms and conditions specified herein. AATC’s operations will comply with the requirements and specifications described on Schedule “A” hereto. AATC acknowledges that Customer’s Operations operate on a 24 hour / 7 day a week basis, and that it is of importance that the Services be available at all times. 2. Compliance. The parties will comply in all material respects with all applicable federal, state and local laws and regulations, including the federal Anti-kickback Statute. 3. Standards. The Services shall be provided in accordance with prevailing industry standards of quality and care applicable to the emergency medical services industry. 4. Compensation and Billing. The Customer will pay AATC the amounts set out in Schedule “A” for Services set forth therein. Payment shall be due within thirty (30) days of receipt of invoice by Customer. Any payments not timely made shall accrue interest at the rate of twelve percent (12%) per annum. 5. Indemnification. Each party will indemnify and hold the other party harmless from and against liability claims resulting from or alleged to result from any negligence or willful misconduct of the indemnifying party related to the performance of this Agreement. 6. Insurance. Each party represents that it has and will maintain comprehensive automobile insurance, comprehensive general liability insurance, and professional liability insurance all in minimum amounts that are customary and usual within the emergency medical services industry and workers’ compensation insurance in the statutory required amounts. 7. Record Retention. AATC will retain books and records respecting Services rendered to Patients for the time periods required under all applicable laws (including the requirements of the Secretary of Health and Human Services (“HHS”)) and allow access to such books and records by duly authorized agents of the Secretary of HHS, the Comptroller General and others to the extent required by law. 8. Term. The initial term of this Agreement shall commence on July 1st, 2025 (“Commencement Date”) and shall run for a period of one (1) year. This Agreement shall automatically renew for additional one (1) year terms thereafter. The initial term and all renewal periods that the parties may agree to shall be cumulatively referred to as the “Term”. 9. Termination. Each party may terminate this Agreement at any time, without cause and at its sole discretion, upon thirty (30) days written notice to the other party. In addition to the foregoing: (i) AATC may terminate this Agreement upon a default by the Customer in the payment of monies due and owing to AATC if such breach is not cured within ten (10) days of notice thereof to the Customer; (ii) the Customer may terminate this Agreement upon the failure of AATC to confirm that it will provide Services in response to a timely request made pursuant to Section 4.a, if such failure is not cured within five (5) days of notice thereof to AATC; and (iii) the Customer may terminate this Agreement immediately upon notice to AATC following AATC’s loss or suspension of licensure necessary for the provision of the Services. 10. Notices. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows, with notice deemed given as indicated: (a) by personal delivery, when delivered personally; (b) by overnight courier, upon written verification of receipt; (c) by facsimile transmission, upon acknowledgment of receipt of electronic transmission; or (d) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the following addresses: If to Customer: Douglas Hutchison, Fire Chief City of Ukiah/Ukiah Valley Fire Authority 300 Seminary Ave. Ukiah CA 95482 If to AATC: AATC 4235 Forcum Ave #400-25 McClellan CA 95642 Attn: Lynne Kinniburgh GMR 4400 State Hwy 121 St. 700 Lewisville TX 75056 Attn: Jeff McCollum, SVP IFT Dispatch Services Agreement Confidential and Proprietary 2 With Mandatory Copy to: C/O Legal Department Global Medical Response, Inc. 6363 S Fiddler’s Green Circle, 14th Floor Greenwood Village CO 80111 11. Confidentiality. All information with respect to the operations and business of a party (including the rates charged hereunder) and any other information considered to be and treated as confidential by that party gained during the negotiation or Term of this Agreement will be held in confidence by the other party and will not be divulged to any unauthorized person without prior written consent of the other party, except for access required by law, regulation and third party reimbursement agreements. 12. Referrals. It is not the intent of either party that any remuneration, benefit or privilege provided for under this Agreement shall influence or in any way be based on the referral or recommended referral by either party of patients to the other party or its affiliated providers, if any, or the purchasing, leasing or ordering of any services other than the specific services described in this Agreement. Any payments specified herein are consistent with what the parties reasonably believe to be a fair market value for the services provided. 13. Relationship. In the performance of this Agreement, each party hereto shall be, as to the other, an independent contractor and neither party shall have the right or authority, express or implied, to bind or otherwise legally obligate the other. Nothing contained in this Agreement shall be construed to constitute either party assuming or undertaking control or direction of the operations, activities or medical care rendered by the other. AATC and Customer administrative staff shall meet on a regular basis to address issues of mutual concern related to the provision of Services and the parties’ respective rights and obligations hereunder. 14. Force Majeure. AATC shall not be responsible for any delay in or failure of performance resulting from acts of God, riot, war, civil unrest, natural disaster, labor dispute or other circumstances not reasonably within its control. 15. Compliance Program and Code of Conduct. AATC has made available to the Customer a copy of its Code of Conduct, Anti-kickback policies and other compliance policies, as may be changed from time-to-time, and the Customer acknowledges receipt of such documents. AATC warrants that its personnel shall comply with AATC’s compliance policies, including training related to the Anti- kickback Statute. 16. Non-Exclusion. Each party represents and certifies that neither it nor any practitioner who orders or provide Services on its behalf hereunder has been convicted of any conduct that constitutes grounds for mandatory exclusion as identified in 42 U.S.C.§ 1320a-7(a). Each party further represents and certifies that it is not ineligible to participate in Federal health care programs or in any other state or federal government payment program. Each party agrees that if DHHS/OIG excludes it, or any of its practitioners or employees who order or provide Services, from participation in Federal health care programs, the party must notify the other party within five (5) days of knowledge of such fact, and the other party may immediately terminate this Agreement, unless the excluded party is a practitioner or employee who immediately discontinues ordering or providing Services hereunder. 17. Miscellaneous. This Agreement (including the Schedules hereto): (a) constitutes the entire agreement between the parties with respect to the subject matter hereof, superseding all prior oral or written agreements with respect thereto; (b) may be amended only by written instrument executed by both parties; (c) may not be assigned by either party without the written consent of the other party, such consent not to be unreasonably withheld; (d) shall be binding on and inure to the benefit of the parties hereto and their respective successors and permitted assigns; (e) shall be interpreted and enforced in accordance with the laws of the state where the Services are performed, without regard to the conflict of laws provisions thereof, and the federal laws of the United States applicable therein; (f) may be executed in several counterparts (including by facsimile), each of which shall constitute an original and all of which, when taken together, shall constitute one agreement; and (g) shall not be effective until executed by both parties. In the event of a conflict between this Agreement and any Schedule hereto, the terms of this Agreement shall govern. IN WITNESS WHEREOF, the parties have hereto executed this Agreement. Global Medical Response By: ________________________________________ Jeff McCollum SVP City of Ukiah/Ukiah Valley Fire Authority By: Print Name: Sage Sangiacomo Print Title: City Manager DISPATCH SERVICES AGREEMENT IFT Dispatch Agreement Confidential and Proprietary SCHEDULE “A” 1. Dispatch Services. AATC shall provide IFT dispatch services for the City of Ukiah/Ukiah Valley Fire Authority in and around Mendocino County. Subject to AATC’s terms and conditions, AATC shall provide transport provider access to its transport.net platform for transports originating from Adventist Health System in Mendocino County, provided that Adventist Health System continues to utilize the transport.net platform. Ukiah Valley Fire Authority shall be responsible for ensuring all facilities contact AATC to coordinate the dispatch services. 2. Warranty Disclaimer. THE TRANSPORT.NET PLATFORM is PROVIDED "AS IS" AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON- INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES AND DOCUMENTATION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SERVICES, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. 3. Compensation. Customer shall pay $130,000 annually to AATC, payable on the first of each month in 12 equal installments. This amount shall increase by3% annually on each anniversary of this Agreement.