AMBULANCE CONTRACT
HeadingSection
Term...... 1
Contract Documents...... 2
Administration...... 3
Subscription Program...... 4
CONTRACTOR Warranty...... 5
CONTRACTOR Rates...... 6
Renewal...... 7
Ambulance Response and DispatchTime Requirements...... 8
Liquidated Damages...... 9
Reports...... 10
Major Breach...... 11
Performance Guaranty...... 12
CONTRACTOR Facilities and Resources...... 13
Dispatch...... 14
Minimum Standards for CONTRACTOR Vehicles,Equipment and Coverage..15
Most Favored Customer...... 16
Expansion of Primary Service Area and Outside Work...... 17
Bills and Collections...... 18
Public Relations and Education...... 19
Audit...... 20
Accountability...... 21
Quality Control...... 22
Patient Care Personnel Certifications...... 23
Rights and Remedies Not Waived...... 24
Indemnification and Hold Harmless...... 25
Insurance and Proof of Insurance...... 26
Independent CONTRACTOR...... 27
Equipment and Vehicle Sublease Agreements...... 28
Mutual Aid...... 29
Emergency Physicians' Advisory Board Fee...... 30
Medical Authority...... 31
Helicopter Rescue Unit Service...... 32
Equal Opportunity and Affirmative Action...... 33
Use of CITY Facilities...... 34
Education...... 35
Special Events, Mass Gatherings and other EMS Stand-by Coverage...... 36
Disaster Assistance and Response...... 37
Supplies and Equipment...... 38
Return of firefighters to Stations...... 39
Location of Execution and Performance; Venue...... 40
Successors and Assigns...... 41
Transfer...... 42
Severability...... 43
Headings...... 44
Construction of Contract...... 45
Sole Agreement...... 46
Notices...... 47
Other Regulatory Matters...... 48
2
THE STATE OF TEXAS§
AMBULANCE CONTRACT
COUNTY OF TARRANT§
KNOW ALL MEN BY THESE PRESENTS:
THIS CONTRACT is entered into as of October 1, 2008, between the CITY OF ARLINGTON, TEXAS, a municipal corporation of the State of Texas, hereafter referred to as "CITY", acting by and through its CITY Manager or his designee, and American Medical Response Ambulance Service, Inc. doingbusiness as American Medical Response, hereafter referred to as "CONTRACTOR", for the provision of ambulance services for the CITY of Arlington, Texas.
WHEREAS,CITY is willing to enter into an exclusive ambulance services contract with CONTRACTOR which meets or exceeds the requirements of the CITY Request for Ambulance Qualifications, as amended, issued on October 4, 2007, and which meets or exceeds all legal requirements including but not limited to the "Ambulance" Chapter of the Code of the CITY of Arlington, provisions of the Texas Health and Safety Code and other relevant Federal, State and local laws, regulations and rules, and
WHEREAS,CONTRACTOR is a highly qualified provider of ambulance services and has the capability to meet or exceed CITY specifications, standards and requirements, and
WHEREAS,the regulation of ambulances established by the Ambulance Service Chapter of the code of the CITY of Arlington, as amended, this contract and other relevant law has been made in the exercise of the sound discretion of the CITY Council, and
WHEREAS,the Arlington CITY Council finds that such regulations and this contract are necessary for the purpose of promoting the health, safety and general welfare of the community, and
WHEREAS,such regulations and this contract are necessary to protect health, life and property and they apply to all ambulances operating in the streets and public thoroughfares and are made to minimize the hazards and dangers inherent in the operations of ambulances under emergency and other conditions and that public necessity requires that such regulations and contract be adopted to preserve and enforce the health, safety and welfare, and the good order and security of the CITY and its inhabitants, and
WHEREAS,such regulations and this contract are necessary in order to establish a regulated ambulance services system that can provide state-of-the-art clinical quality care, with reasonable, reliable response time standards, and
WHEREAS,such regulations and this contract are necessary in order to provide more effective system performance through the provision of services by a competitively selected ambulance provider, and
WHEREAS,CITY wishes to establish a sole-provider ambulance system, because it is unreasonable to have unnecessarily high rates or public subsidy to make needed improvements to ambulance service in the CITY of Arlington, when a more efficiently designed system can achieve the same results at lower cost to citizens, and
WHEREAS,this ambulance system is the most efficient design to achieve the goals of high quality service at the lowest cost to citizens;
NOW, THEREFORE,CONTRACTOR and CITY contract as follows:
1.
Term
Pursuant to the CITY Ordinance Governing Ambulance Service in the City of Arlington, Texas, hereinafter referred to as "Ambulance Ordinance" or "Ambulance Chapter" and in order to provide for the health, safety and welfare of its constituents and visitors, the CITY hereby grants CONTRACTOR as its sole provider the exclusive and sole right to provide emergency ambulance services and non-emergency ambulance services within corporate city limits of the City of Arlington or its extraterritorial jurisdiction (the “Service Area”). CONTRACTOR shall provide CITY with ambulance services for the period commencing on the date first written above and terminating at midnight on September 30, 2013 (“Initial Term”). This Contract may be extended by approval of the Arlington City Council by resolution for up to five (5) years; provided that CONTRACTOR meets or exceeds the requirements and complies with the procedures set out in this Contract. This Contract may be terminated in accordance with the provisions of the Ambulance Ordinance, or otherwise in accordance with this AMBULANCE CONTRACT. In the event that CONTRACTOR requests an extension of this Contract beyond September 30, 2013, CONTRACTOR must notify CITY in accordance with the procedure set out in this Contract.
2.
Contract Documents
CONTRACTOR and CITY contract that all terms, rights, duties and obligations in regard to this Contract for the provision of ambulance service shall be in accordance with the Request for Qualifications No. 08-0022, as amended, hereafter referred to as "RFQ", CONTRACTOR's proposal submitted in response to the RFQ to provide ambulance service to the CITY of Arlington, Texas, and this AMBULANCE CONTRACT. All of these documents are hereby incorporated herein in their entirety as if written word for word. In the event of conflict between any documents, resolution of conflict shall be made by ranking the documents in the following order, highest rank first:
A.Applicable Federal and State statutes, laws, rules and regulations.
B.The Ambulance Ordinance and any other applicable CITYordinances.
C.This AMBULANCE CONTRACT.
D.The Proposal ("Proposal") by CONTRACTOR in response to the CITY RFQ No. 08-0022, as amended.
E.RFQ No. 08-0022-Step 2 Statement of Work, as amended.
3.
Administration
Unless specified otherwise in this contract, all services provided under this contract shall be coordinated under, and performed to thestandards set forth herein and administered by the CITY's Fire Chief or his designated representative, hereinafter referred to as "CONTRACT ADMINISTRATOR".
4.
Subscription Program
The CONTRACTOR shall develop an annual subscription program for the citizens of Arlington, Texas. An annual subscription program will be in effect at all times during this Contract and run concurrently with Contract years., Therefore no CONTRACTOR subscription agreement will be written for a term longer than the termination date of this Contract.
A.Advertisement. All advertisements and other materials used to promote the subscription program must clearly include the prices at which subscriptions are offered and the duration of the subscription period. Prior to the beginning of each subscription period and prior to public distribution, the CONTRACTOR will provide the CONTRACT ADMINISTRATOR with copies of all advertisements, pamphlets, letters to citizens and other documents used to publicize the subscription program and market subscriptions.
BSubscription Plan Receipts. Documentation of subscription plan receipts shall be provided to the CONTRACT ADMINISTRATOR with each year's audited financial statements.
C.Rates. Subscription plans shall be sold on a per household basis. Every member of a household for which a membership is purchased qualifies as a member of the subscription plan. The rate for members having primary and secondary insurance shall be sixty dollars ($60) per year. The rate for members having only primary insurance shall be sixty-seven dollars and fifty cents ($67.50) per year. The rate for members having no insurance shall be four hundred dollars ($400) per year.
Members are covered for any emergency or medically necessary non-emergency. Ambulance bills of members having insurance are considered paid in full when the CONTRACTOR receives the insurance payment. If the member’s insurance company determines that the transport was not medically necessary, fifty percent (50%) of the remaining amount will be waived. Members having no insurance are covered in full for any emergency or medically necessary non-emergency. The definition of medically necessary shall be that as established in the Medicare rules and regulations. Should a mutual aid ambulance make a response in the CITY that results in a subscriber being billed by an entity other than the CONTRACTOR, CONTRACTOR shall, upon receipt of a proper invoice, reimburse the mutual aid provider for any co-payment up to but not to exceed the amount the CONTRACTOR would have covered as a benefit of the subscription plan had CONTRACTOR's ambulance responded.
The CONTRACTORmay request subscription price increases in accordance with this Contract.
5.
CONTRACTOR Warranty
CONTRACTOR represents and warrants to CITY that each of the following statements is true and correct.
A.Existing Entities. CONTRACTOR has been organized and validly exists, under the laws of the State of Delaware, as having all the power and authority in Texas to enter into and perform its obligations under this Contract and under each instrument described herein to which it is or will be a party.
B.Due Authorization. This Contract has been duly authorized by all necessary actions, and has been duly executed by CONTRACTOR. Neither the execution nor compliance with this CONTRACT’s terms and provisions (i) requires the approval and consent of any other party, except such as have been duly obtained; (ii) contravenes any existing law, judgment, governmental rule, regulation, or order applicable to or binding on CONTRACTOR; or (iii) contravenes the corporate charter or bylaws of CONTRACTOR or any other contract or instrument in existence on the date of this Contract to which CONTRACTOR is a party.
C.Enforceability. This Contract constitutes a legal, valid, and binding obligation of CONTRACTOR enforceable against CONTRACTOR in accordance with the terms of this Contract.
D.No Claims or Litigation. To the knowledge of CONTRACTOR, there are no pending or threatened actions or proceedings before any court or administrative agency to which CONTRACTOR is a party, questioning the validity of this Contract or any document or action contemplated in this Contract.
E.Financial Capability. CONTRACTOR is fully capable, financially and otherwise, to perform its obligations hereunder.
6.
CONTRACTOR Rates
A. Per Transport Rate. The rates in this Section apply to all ambulance transports and all treat-no-transports that originate within the corporate CITY limits of the CITY of Arlington or its extraterritorial jurisdiction regardless of destination. The CONTRACTOR will set its maximum average bill,hereafter referred to as "rate", for ambulance service as listed in Exhibit C. The total amount of revenue generated from these services shall be included in the calculation of the maximum average bill for ambulance service.
B.Regular and OrdinaryAnnual Rate Increase. The CONTRACT ADMINISTRATOR will annually increase specific ambulance rate categories in Exhibit C, if there have been no substantial changes. The CONTRACTORwill receive a rate increase (not to exceed a net adjusted maximum of five percent (5%) annually. The annual rate increase will be calculated as set forth below:
1.The maximum average bill chargeable to the public as established in this CONTRACT shall be adjusted annually on October 1st of each Contract year, beginning October 1, 2009.
2.The adjustment will be determined by multiplying the existing rate categories for ALS and BLS Base Rate, Mileage, and any other approved rate categories by the average of the percentage changes of the following cost of living indexes:
a.US-Medical Care Services, and
b.South- All Items
Consumer Price Index (“CPI”) is as compiled and reported by the U.S. Departmentof Labor, Bureau of Labor Statistics for the most recent twelve (12) month period, not seasonally adjusted.
The weighted inflation index once calculated will be further modified to adjust for the CONTRACTOR’s inability to collect from fixed government payors, e.g., Medicare and Medicaid.
3.The parties shall initiate implementation of the rate changes in August or September of each Contract year. Notice to the CITY shall be mailed on or before September 15th of each Contract year of the rate increase.
4.The CONTRACTOR will be eligible for a maximum of four (4) consecutiveannual rate increases of the maximum average bill during the Initial Term beginning October 1, 2009. This method shall continue during anyrenewal term unless the parties negotiate otherwise.
Sample Calculation
Step 1
The parties will review the applicable CPI. The amount of the adjustment will be the average of the percentage changes of the following cost of living indexes: 1) US- Medical Care Services, and 2) South- All Items. CPI is as compiled and reported by the U.S. Department of Labor, Bureau of Labor Statistics for the most recent twelve (12) month period, not seasonally adjusted. This figure will be used to compare rates in effect since the last price adjustment for the ambulance provider whose rates are being evaluated.
Example:
Index / WeightUS - Medical Care Services / 5.50% / 50.00%
South - All Items / 2.90% / 50.00%
Weighted index / 4.20%
Step 2
The parties will adjust the weighted index to account for the effect of fixed government payors, e.g., Medicare and Medicaid.
Example:
Payor Mix / Underlying Payor Inflator / Yield on Maximum Average Bill Increase / Weighted Net CollectionsMedicare / 27% / 2.50% / 59.52% / 16.07%
Medicaid / 11% / 0.00% / 0.00% / 0.00%
Insurance & Self Pay / 62% / 4.20% / 100.00% / 62.00%
100% / 78.07%
User fee inflator adjusted for fixed government payors: / 5.38%
Potential collection of user fee increase: / 78.07%
Net cash flow: / 4.20%
Step 3
The parties will review the Medicare Inflation Index for ambulance services, issued annually in January, by the Federal Centers for Medicare and Medicaid Services (“CMS”). This information will be used to determine Medicare’s estimates of and allowances for inflation since the CONTRACTOR’s last rate.
Example: CMS implemented an Inflation Index of 2.1% for 2009.
C.Rate Adjustments for Extraordinary Circumstanceswith CITY Council Approval. At any time and with appropriate supporting documentation,CONTRACTOR may request an additional Per Transport Rate adjustmentshould an extraordinary circumstance arise which threatens the CONTRACTOR’s ability to continue providing service to the CITY. In consideration of any such request, the CITY shall conduct an analysis of the CONTRACTOR’s financial position; current market conditions and the CONTRACTOR’s justification of the rate change in accordance with Exhibit D. Rate Changes due to Extraordinary Circumstances that are approved become effective immediately.
D.Rate Adjustments Subject to CITY Council Approval. All subscription price changes and extraordinary transport rate adjustments and extraordinary treat-no-transport rate adjustments are subject to approval by resolution of the Arlington CITY Council.
7.
Renewal
This Contract may be extended for up to five (5) additional years.
A.Earned Extensions. The CONTRACTOR may request and the CITY may grant one earned extension for a period of up to three years; and a second earned extension for a period of up to two years. After September 30, 2011, and no later than January 31, 2012, the CONTRACTOR may request the first earned extension. This extension may be for no longer than three (3) years. Upon conclusion of the first earned extension or, if no earned extension is awarded, no later than September 30, 2011; and no later than the following January 31st, the CONTRACTOR may request and the CITY may grant one additional earned extension. This extension may be for no longer than two (2) years.
B.Evaluation Period. The evaluation period for the first earned extension available will be from October 1, 2008, through September 30, 2011. The evaluation period for the second earned extension available will be the two contract years immediately prior to the date the request for the earned extension is received by the CITY.
C.Denial. Should the CONTRACTOR fail to request an earned extension or the CITY take no action, any extension that could have been earned will be automatically denied. Should the CITY grant an earned extension for less than the maximum length of time specified here, that earned extension shall be deemed fulfilled.
D.Eligibility. The following general criteria will determine whether or not the CONTRACTOR will be eligible for an extension:
1.Compliance,as determined by the Fire Chief, with the performance Contract.
2.Financial performance that meets or exceeds Contract expectations.
3.A favorable rating (grade “B’ or better) by the Arlington EMS Medical Director.
4.A favorable customer service rating based on CITY mandated customer surveys.
5.Any other information the CITY deems useful.
E.Arlington Council Approval. The CITY Council must approve each Contract extension by resolution.
8.
Ambulance Response and Dispatch Time Requirements
A.Ambulance Response Definitions. For purposes of this Contract, the following definitions of types of ambulance responses shall apply:
1.Life-Threatening Emergency or Priority 1 Response: Situation determined by the dispatcher, in strict accordance with Medical Director approved telephone protocols, which would likely result in the loss or quality of life without immediate intervention.
2.Non-Life Threatening Emergency or Priority 2 Response: Situation determined by the dispatcher, in strict accordance with Medical Director approved telephone protocols, which requires immediate medical attention but would not likely result in the loss or quality of life without immediate intervention.