HomeMy WebLinkAboutHonorHealth_ Agreement for Signature_encrypted_ Emergency Base Station - signedEMERGENCY BASE STATION, ADMINISTRATIVE, AND ONLINE MEDICAL DIRECTION
AGREEMENT
This Emergency Base Station, Administrative, and Online Medical Direction Agreement (this
"Agreement") is entered into effective as of January 1, 2024 (the “Effective Date”), by and between
HonorHealth an Arizona nonprofit corporation with its primary office at 8125 N. Hayden Rd, Scottsdale, Arizona
85258 ("Network") and Town of Fountain Hills ("EMS Agency"). Network and EMS Agency may be
individually referred to hereinafter as “Party” or collectively as “Parties”
RECITALS:
A. Network owns and operates HonorHealth Deer Valley Medical Center, HonorHealth John C. Lincoln Medical
Center including the free-standing emergency departments known as Prasada and Paradise Valley Complete
Care, HonorHealth Scottsdale Osborn Medical Center, HonorHealth Scottsdale Shea Medical Center,
HonorHealth Sonoran Crossing Medical Center, and HonorHealth Scottsdale Thompson Peak Medical Center
(each a “Hospital” and collectively “Hospitals” and each a “Base Hospital”) all of which are duly licensed
by the state of Arizona and is desirous of improving its level of patient care by serving as a basic life support
(“BLS”) and advanced life support (“ALS”) base medical facility for EMS Agency.
B. EMS Agency desires to utilize a Network Hospital as a Base Hospital medical facility and to receive
Network administrative medical control and online medical direction for EMS Agency's Emergency
Medical Care Technicians, as defined in A.R.S. § 36-2201, (“EMCTs”) rendering emergency care to
persons.
NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter set forth the
Parties covenant and agree as follows:
AGREEMENT:
1. Network Responsibilities.
1.1 Administrative Medical Direction. Network will identify an emergency physician to act as the
Administrative Medical Director (the “Administrative Medical Director”). The Administrative Medical Director
will provide administrative medical direction for all EMCTs assigned to the Network. Network will provide EMS
Agency with the Administrative Medical Director’s qualifications. The Administrative Medical Director will fulfill
all obligations under Arizona Administrative Code, Title 9,Chapter 25,Article 5, Section R9- 25-201(F): The
Administrative Medical Director will have at least one of the following: (a) an emergency medicine certification
issued by a member board of the American Board of Medical Specialties; (b) an emergency medical services
certification issued by the American Board of Emergency Medicine; (c) an emergency medicine certification issued
by the American Osteopathic Board of Emergency Medicine; (d) an emergency medicine certification issued by the
American Board of Physician Specialties; (e) successfully completed an emergency medicine residency training
program accredited by the Accreditation Council for Graduate Medical Education or approved by the American
Osteopathic Association; or (f) is an emergency medicine physician in an emergency department located in Arizona
with current certification in advanced emergency cardiac life support, advanced emergency trauma life support, and
pediatric advanced emergency life support. Network will notify EMS Agency immediately if the Administrative
Medical Director no longer meets the qualifications.
1.2 Online Medical Direction. Network will provide an emergency physician at each Base Hospital
who will function as the medical control authority and will be physically present twenty-four (24) hours a day in
Network’s Emergency Department in order to provide online medical direction as needed (the “Online Medical
Directors”). Network will provide EMS Agency the Online Medical Director’s name, email address, phone
number, and qualifications. The Online Medical Director will be knowledgeable of the capabilities and limitations
of BLS and ALS personnel, established standing orders, and treatment, triage and communication protocols. The
Online Medical Director will have at least one of the following: (a) an emergency medicine certification issued by
a member board of the American Board of Medical Specialties; (b) an emergency medical services certification
issued by the American Board of Emergency Medicine; (c) successfully completed an emergency medicine
residency training program; or (d) is an emergency medicine physician in an emergency department located in
Arizona with certification in advanced emergency cardiac life support, advanced trauma life support, and pediatric
advanced life support Network will notify EMS Agency immediately if the Online Medical Director no longer
meets the qualifications. The Online Medical Director may designate a nurse who may function as an intermediary
for online medical direction of EMCTs under the direction of the Online Medical Director(the “Nurse
Intermediary”).
1.3 Network will appoint a qualified individual to oversee and monitor EMCTs in the performance of
the shared responsibilities between EMS Agency and Network related to defined pre-hospital care activities, (e.g.,
review of certifications, training, education, and skill levels)(the “Pre-Hospital Coordinator”). The Pre-Hospital
Coordinator will be an emergency department nurse or paramedic who will be available to address all pre-hospital
issues during reasonable business hours.
1.4 Network will provide administrative medical direction and online medical direction to EMS
Agency’s EMCTs who are assigned to Network.
1.5 Network will appoint a Quality Improvement Committee member who will:
1.5.1 Participate in EMS Agency 9-1-1 Division to establish and implement a written system for
evaluating the results of ALS Personnel responses and for auditing the quality of medical care provided and
identifying continuing education needs of ALS personnel;
1.5.2 Provide not less than 24 hours of continuing education per year to include pre-hospital case
reviews;
1.5.3 Communicate and review the following categories of pre-hospital patient encounters in
which on-line medical direction was provided to ensure that both EMS Agency, ALS and Network
personnel followed established protocols and base hospital procedures:
1.5.3.1 Monthly random reviews of 2% of refusals to treat to a maximum of 50 reviews per
month;
1.5.3.2 All code arrests; all STEMIs and all strokes;
1.5.3.3 All “do not resuscitate” cases;
1.5.3.4 Ensure case review of 25% of all other ALS encounters;
1.5.3.5 All Level I patients delivered to the Trauma Center.
1.5.3.5 Establish and implement written procedure that will identify methods for resolving
problems that may arise concerning the performance, competence, or medical
interrelationships of ALS personnel, medical direction authorities, intermediaries, and
emergency room personnel.
1.6 Drug Replenishment. Hospital may elect to replenish comparable drugs or medical supplies
(including linens) used by EMS Agency in connection with the transport of a patient by ambulance to a Hospital. If
Hospital replenishes comparable drugs or medical supplies used by Agency in connection with the transport of a
patient to a Hospital, under no circumstances may the EMS Agency bill for the replenished drug or medical
supplies. Network shall have no obligation to replenish drugs or medical supplies under other circumstances. In
the event Hospital agrees (at its sole discretion) to replenish a drug or medical supplies under other circumstances,
EMS Agency will pay Network an amount consistent with the fair market value of the drug or medical supplies.
1.6.1 Recordkeeping for Drug Replenishment. EMS Agency will: (1) maintain records of the
replenished drugs and medical supplies and the patient transport to which the replenished drugs and medical
supplies related, including the specific type and amount of medical supplies and drugs used on the patient
and subsequently replenished; (2) upon request from Network, provide an electronic version of such records
to Network within a reasonable time; and (3) make those records available to the Secretary of the U.S.
Department of Health and Human Services promptly upon request. EMS Agency will maintain these
records for at least five years from the date of service.
1.7 Network may provide supervised clinical training to EMCTs as agreed upon by the Administrative
Medical Director and EMS Agency.
1.8 Network may provide continuing supervised clinical training and education as deemed necessary by
the Administrative Medical Director, Pre-Hospital Coordinator or EMS Agency.
1.9 Network will provide dedicated, operational and accessible communication equipment in its
Emergency Department that will allow online medical direction to be provided to an EMCT. All telephone and
radio communication between Network and EMCT for the purpose of medical direction will be recorded.
1.10 Network will have a dedicated telephone line for EMCTs to contact the Emergency Department.
1.11 Network will utilize and adhere to the medical control plans adopted by the local Arizona
Emergency Medical Services coordinating system.
1.12 Network will maintain a current certification as an ALS Base Hospital from Arizona Department
of Health Services (“ADHS”). If that certification lapses or terminates for any reason, Network will immediately
notify EMS Agency.
2. EMS Agency Responsibilities.
2.1 EMS Agency shall designate a Hospital to be its Base Hospital under this Agreement.
2.2 EMS Agency will only utilize EMCTs with valid certification by ADHS's Bureau of Emergency
Medical Services as prescribed in Arizona Administrative Code, Title 9, Chapter 25, Article 4 or who are licensed
by the Arizona Board of Nursing.
2.3 EMS Agency will verify that only EMCTs with valid certifications or licenses are assigned to
Network.
2.3.1. EMS Agency will provide Network with an accurate written list of the names of each EMCT
currently assigned to Network which shall also include the certification number and certification
expiration date.
2.3.2 EMS Agency will notify Network in writing within 30 days of any termination, transfer or
addition of any EMCT. Notification will include the name(s), certification number, certification expiration
date(s) and the effective date(s) of employment, transfer or termination. EMS Agency will provide
Network with a copy of all applicable certifications for each assigned EMCT.
2.3.3 EMS Agency will have communication equipment in good working order that allows Network to
communicate with EMCTs in the field.
2.4 EMS Agency will require its EMCTs to:
2.4.1 meet ADHS continuing education requirements for re-certification;
2.4.2 Attend Base Hospital orientation;
2.4.3 Make all EMS Encounter Forms available to the Pre-Hospital Coordinator in accordance with
HIPAA standards
2.4.4 Meeting with Pre-Hospital Coordinator(s) and/or Administrative Medical Director for
orientation and clinical evaluation (as determined by the Administrative Medical Director)
2.4.5 Providing copies of current identification and certification cards for each EMCT assigned
to Hospital, including current driver’s license or government issued identification card, current state
certification card, current ALSC card, current CPR card and any other current certification cards held by
the EMCT (i.e. PALS, National Registry, etc). and
2.4.6. Providing any other certifications and/or attending any other ongoing education
requirements as requested by the Administrative Medical Director
2.5 EMS Agency will be responsible for drafting and implementing EMS Agency's procedures used in
responding to and giving assistance at the scene of an emergency. Network's medical control authorities will assist
EMS Agency's personnel by radio or phone communication when requested.
2.6 EMS Agency will initiate a patient care report for each patient contact. When transported to
Network, the patient(s),the patient care report(s)and the care of the patient(s)will immediately be transferred to
Network and become the responsibility of Network. EMS Agency will provide Base Hospital with copies of the
patient care record(s)in a timely manner. EMS Agency shall have written policy such that when advanced life
support skills have been instituted, the EMCT with the highest skill level shall remain with the patient until transfer
of care to another comparably staffed advanced life support equipped emergency vehicle or to the staff of an
appropriate facility unless the patient meets established guidelines as approved by the Online Medical Director for
release to basic life support.
2.7 EMS Agency will allow ride-along privileges to Network’s medical control authorities to
physicians providing on-line medical direction and intermediaries and other Hospital staff for experience and
observations. If needed, the Parties will execute a Business Associate Agreement.
2.8 EMS Agency shall equip each vehicle with all equipment required by Arizona Department of
Health Services, including but not limited to:
2.8.1 Access to and use of necessary forms and/or electronic health records (“EHR”) to ensure
adequate documentation and maintenance of records of patient encounters and treatments rendered by Group Pre-
Hospital Providers. Group shall provide Hospital personnel with access to such documentation on a timely and on-
going basis, including individual or group log-on access to EHR.
2.8.2 Providing communication equipment in good working order that allows the Hospital and
Medical Director to communicate with Group Pre-Hospital Providers in the field.
2.8.3 Providing any other equipment necessary to the operation of the unit/team/vehicle in order for
Group to be in compliance with all applicable state and federal laws, rules, regulations and orders.
3. Term and Termination. The term of this Agreement will begin on the Effective Date, will continue for a period
of five (5) years, and will automatically renew for successive one-year (1) terms. This Agreement may be terminated
by either Party at any time without cause and without penalty by giving the other Party at least sixty (60) days' prior
written notice.
4. Additional Requirements.
4.1 Relationship of the Parties; Non-Employee Status. Nothing herein shall be construed to create a
joint venture or partnership between the Parties hereto or an employer/employee or agency relationship. It is
understood between the Parties that EMS Agency and all of its employees are contractors with respect to Network.
Nothing in this Agreement will be construed as creating an employment, partnership or joint venture relationship
between EMS Agency and Network, or between EMS Agency’s employees/agents/students and Network. EMS
Agency will not represent to any third party that any such relationship exists. EMS Agency has and will retain the
right to exercise full control and supervision of the services described in this Agreement, and full control over the
employment, direction, compensation and discharge of all personnel assisting EMS Agency in the performance of
the services described in this Agreement EMS Agency will be solely responsible for the payment of all social
security, self-employment, federal, state and local income taxes, disability insurance, workers' compensation
insurance, fees, licenses and any other statutory benefits provided to its personnel. EMS Agency will hold Network
harmless for EMS Agency's failure to comply with any of its obligations under this Section.
4.2 Mutual Indemnification: Each Party (an “Indemnifying Party”) agrees to defend, indemnify, and
hold harmless the other Party (the “Indemnified Party”) and its respective subsidiaries or affiliates, officers,
directors, employees, and agents (collectively, “Representatives”) from and against any and all claims, demands,
causes of action, damages, suits, judgments, liabilities, losses, costs, and expenses (including without limitation all
reasonable professional fees and costs of investigating, settling, or defending any suit, action, or claim), including
damages for the death of any person or persons and damages to any property (collectively, “Claims”) asserted
against, incurred by, or paid by an Indemnified Party or its Representative(s) arising out of or in connection with
the negligent acts or omissions of the Indemnifying Party or its Representatives or the Indemnifying Party’s breach
of the Agreement. If any Claim is made against any Party or any legal proceeding is brought against any Party to
which the above obligations apply, the Indemnifying Party shall resist and defend such action or proceeding at
Indemnifying Party’s sole cost and expense. This indemnity shall not be limited by reason of any insurance coverage
required under this Agreement.
Neither Party shall be required to so indemnify the other Party against liability for damages to the extent
caused by or resulting from: (a) the negligence or willful misconduct of the other Party; (b) material breach of this
Agreement by the other Party; or (c) failure to substantially comply with applicable laws by the other Party. Each
Party’s obligations under this Section are conditioned on a Party to be indemnified giving the Indemnifying Party:
(i) written notice within thirty (30) days of the Indemnifyin g Party’s receipt of notice of any claim; provided,
however, that failure or delay to give such notice to the Indemnifying Party shall not relieve the Indemnifying Party
of its indemnification obligations under this Agreement or reduce its obligations, except to the extent that
Indemnifying Party is materially prejudiced by such failure or delay; (ii) continuous reasonable cooperation in the
defense of a Claim; and (iii) complete and sole control over the defense and settlement of any such claim provided,
however, that Indemnifying Party shall not settle any claim admitting fault or requiring monetary contribution or a
future course of action on the part of the Indemnified Party without its written consent, such consent not to be
unreasonably withheld or delayed.
4.3 Insurance. EMS Agency will-maintain the following insurance during the term of this Agreement
and upon request, EMS Agency shall provide Network a copy of any applicable certificate(s) of insurance. EMS
Agency shall not cancel any applicable insurance during the term of this Agreement without procuring like
coverage.
• Commercial General Liability $1,000,000 per occurrence / $3,000,000 annual aggregate
• Clinical Professional Liability $1,000,000 per occurrence / $3,000,000 annual aggregate
• Professional Liability / Errors & Omissions:$1,000,000 per occurrence / $2,000,000 annual aggregate
• Employment Practices Liability$1,000,000 / $2,000,000 annual aggregate
• Auto Liability $1,000,000 per occurrence, combined single limit, bodily injury and property damage,
exclusive of defense costs and supplementary payments
• Workers Compensation As required by state law
• Professional Liability$1,000,000 / $3,000,000
• Select One:
• □ Umbrella (small/medium)
• □ Umbrella (large)
• $2,000,000 per occurrence / $2,000,000 annual aggregate
• $5,000,000 per occurrence / $5,000,000 annual aggregate
Such insurance coverage shall be maintained during the term of this Agreement, provided by an insurer with a
minimum A-VII rating, and EMS Agency will provide Network with 30 days' prior written notice of termination
or substantial coverage change. Coverage will include professional liability, general liability, and automobile
liability of at least $1,000,000 per occurrence and $3,000,000 liability in the annual aggregate. Where the services
described in this Agreement include control of Network's data or protected health information, or the use or
development of information technology hardware or software, coverage also will include cyber insurance
coverage of at least $1,000,000 per occurrence and $3,000,000 in the annual aggregate. All policies will stipulate
that the insurance will be primary insurance, that any self-insurance carried by Network will not be contributory
insurance and will name Network as additional named insureds. EMS Agency will waive, and require its insurers
to waive, any and all recovery rights that any insurer of EMS Agency may have against Network by virtue of the
payment of any loss under any insurance. Notwithstanding any limitations set forth in this Agreement; if a claim
would be covered by the insurance required to be carried under this Agreement, then in lieu of any limitations set
forth herein, the insurance required by this Agreement will apply.
4.4 Change in Law; Regulatory Termination. If any law, regulation or rule is enacted or modified or
there is any substantial change in the judicial or administrative interpretation of an-existing law, regulation or rule,
in either case in a manner that materially and adversely affects a Party's ability to perform under this Agreement or
to realize the intended benefits of this Agreement, or if any governmental entity determines that this Agreement is
illegal or jeopardizes Network's tax exempt status, then either Party may, in lieu of giving a notice of termination,
give written notice of such event to the other Party and the Parties will thereafter use their best efforts to modify
this Agreement in a manner that mitigates the effect of the change or removes the illegality or jeopardy to tax
exempt status. If no modification can be agreed upon by the Parties within a reasonable period following the notice
(not to exceed thirty (30) days), then either Party, in its discretion, may terminate this Agreement immediately by
written notice to the other Party. If no cure is implemented by the Parties, or if no cure is possible, then either Party
in its discretion may terminate this Agreement with such notice as is reasonable under the circumstances.
4.5. Notices: All notices required under this Agreement shall be deemed to have been fully given when
made in writing and delivered by: (i) personal delivery; (ii) deposit in the United States mail, postage prepaid,
certified mail, return receipt requested; (iii) overnight courier service; or (iv) electronic mail where sender does not
receive any indication that such message is undeliverable or otherwise unable to reach receipt, in each case to the
addresses shown below or such other address(es) as that Party may specify in writing from time to time.
To Network:
HonorHealth
Attn: Provider Contracting Department
8125 North Hayden Road
Scottsdale, Arizona 85258
with a copy to:
HonorHealth
Office of General Counsel
8125 N. Hayden Rd.
Scottsdale, AZ 85258
llegalnotices@honorhealth.com
EMS Agency:
16426 E. Palisades Blvd.
Fountain Hills, AZ 85268
Attn: Dave Ott, Chief
Email Address: dott@fountainhillsaz.gov
With a copy to:
4.6 HlPAA. Network is required to comply with the standards for privacy of individually identifiable health
information and the security standards for the protection of electronic protected health information under the Health
Insurance Portability and Accountability Act of 1996 (“HIPAA”),as amended together with its implementing
regulations promulgated under HIPAA and the Health Information Technology for Economic and Clinical Health
Act by the United States Department of Health and Human Services (“HHS”). If EMS Agency creates, receives,
maintains or transmits protected health information for or on behalf of Network, EMS Agency will execute a
Business Associate Agreement.
4.7 Confidentiality and Nondisclosure. EMS Agency shall retain in confidence and require all of its employees,
agents, contractors, consultants, and subcontractors to retain in confidence all financial, operating, proprietary or
business information relating to Network or the Services transmitted to EMS Agency (“Confidential Information”).
EMS Agency shall make no use of the Confidential Information except pursuant to the terms of this Agreement
and/or for the purpose of performing Services for Network. Notwithstanding anything to the contrary herein, EMS
Agency’s confidentiality obligations set forth herein shall survive any termination or expiration of this Agreement.
EMS Agency shall take reasonable security precautions, at least as great as the precautions it takes to protect its
own confidential information, to keep confidential the Confidential Information. EMS Agency may disclose
Confidential Information only to EMS Agency employees, agents, sub-contractors, or consultants on a need-to-
know basis for purposes of performing EMS Agency’s obligations while performing Services under this Agreement.
EMS Agency shall execute appropriate written agreements with its employees, agents, contractors, and consultants
sufficient to enable it to comply with all provisions of this Agreement. If Network provides EMS Agency with
access to Network’s network, EMS Agency shall, through a EMS Agency representative, execute a Confidentiality
Computer Use Agreement provided by the Network.
The confidentiality provision shall not apply to information: (1) that is or becomes generally available to the public
through a means other than disclosure by the EMS Agency; (2) was in EMS Agency’s possession or known by
EMS Agency prior to receipt from Network; (3) was disclosed to EMS Agency without restriction by a third party
provided EMS Agency did not know or should not have reasonably known that such disclosure was prohibited; (4)
was independently developed without use of any of Network’s Confidential Information; or (5) is required to be
disclosed by law, provided that EMS Agency notifies Network of such requirement (if not prohibited by law from
such notification) in order for Network to seek any remedy to prevent such disclosure.
4.8 No Referral. This Agreement is limited solely to Network’s contractual arrangement with EMS Agency to
provide the services in accordance with the terms of this Agreement. EMS Agency acknowledges and agrees that
there is no intent, agreement, understanding or requirement pursuant to which EMS Agency or any other person or
entity affiliated with EMS Agency has any obligation to admit refer or recommend patients to any hospital or facility
owned or operated Network.
4.9 Assignment No right or obligation hereunder may in any way whatsoever be assigned or delegated to a third party
without the express prior written consent of the other Party hereto, and any attempted assignment without such consent
shall be considered null and void. Notwithstanding the foregoing, this Agreement or any of the Services required herein
may be assigned or subcontracted to any of EMS Agency’s affiliates.
4.10 Integration and Amendment. This Agreement contains the entire agreement between the Parties with respect
to the subject matter hereof. All prior negotiations between the Parties are merged in this Agreement, and there are
no understandings or agreements other than those incorporated herein. This Agreement may not be modified except
by a written instrument signed by both Parties to this Agreement.
4.11 Force Majeure. No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted
under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement
(except for any obligations to make payments to the other Party hereunder), when and to the extent such failure or
delay is caused by or results from acts beyond the affected Party's reasonable control, including, without limitation:
(a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or
not), terrorist threats or acts, riot, or other civil unrest; (d) government order or law; (e) actions, embargoes, or
blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; and (g) national
or regional emergency (“Force Majeure Event”). The Party suffering a Force Majeure Event shall give notice to the
other Party, stating the period of time the occurrence is expected to continue and shall use diligent efforts to end the
failure or delay and ensure the effects of such Force Majeure Event are minimized.
4.12 Severability. If any provision of this Agreement, or any application thereof to any person, is determined to be
invalid or unenforceable to any extent, the remainder of this Agreement, and the application thereof to other persons
or circumstances, will not be impaired, and will be enforced to the fullest extent permitted by law.
4.13 Supersede and Replace. This Agreement is intended to supersede and replace any existing agreements between
the Parties with regard to the subject matter contained herein:
4.14 Transactional Conflicts of Interest: The Parties hereto both acknowledge that this Agreement may be subject
to cancellation by EMS Agency pursuant to provisions of A.R.S. §38-511.
4.15 Definitions: Unless otherwise specified herein, the terms used in this Agreement will have the same meanings
as those defined in Arizona Administrative Code§ R9-25-101.
4.16 Health Standards. Network has implemented health standards for all individuals providing services within a
Network clinical facility. If EMS Agency personnel participate in clinical rotations or remediation involving patient
care or are physically present in a Network clinical facility for another reason, EMS Agency will ensure that those
EMS Agency personnel comply with such standards, which may include drug screening, annual influenza
immunizations, and Measles, Mumps, and Rubella(MMR), Varicella, and Tuberculosis(TB) health standards. EMS
Agency will provide proof of such tests upon request. Those EMS Agency personnel will also obtain immunization
to influenza on or before December 1st of each calendar year or have a valid medical or religious exemption. EMS
Agency will maintain proof of such exemption and provide such proof to Network upon request. If any EMS Agency
personnel are unable to comply with this Section, EMS Agency will ensure that any such EMS Agency personnel
entering any Network facility are wearing surgical masks. Surgical masks are provided by Network at no cost to
EMS Agency. Failure by EMS Agency to comply with this requirement will be grounds for immediate termination
of this Agreement.
4.17 Non-Exclusive Agreement. This Agreement with EMS Agency is not exclusive. Accordingly, Network will
have the right to enter into one or more agreements relating to the same or similar matters as are covered by this
Agreement and execution by Network of such agreements will not constitute a breach of this Agreement.
4.18 Governing Law. This Agreement will be governed by the internal substantive law of the State of Arizona,
without regard for the conflict of law principles thereof.
4.19 Physician Ownership. EMS Agency expressly represents and warrants that one of the following provisions
applies: (a) no physician, no physician organization, and no member of any physician's immediate family owns or
holds an ownership or financial interest in EMS Agency, including any affiliated or related entity or person, that is
not the subject of an exception or “safe harbor” under applicable law; or (b) EMS Agency is a publicly-traded
company and is the subject of an exception under 42 CFR § 411.356(a)(1) and (a)(2).
4.20 Retention and Inspection of Records. Until the expiration of four (4) years after the furnishing of services
pursuant to this Agreement, EMS Agency shall make available upon written request to the Secretary of Health and
Human Services, or upon request to the Comptroller General, or any of their duly authorized representatives, this
Agreement and books, documents, and records of EMS Agency that are necessary to certify the nature and extent
of costs for the purpose of reimbursement to Network. If EMS Agency carries out any of the duties of this
Agreement through a subcontract having a value of $10,000 or more over a twelve (12) month period, EMS Agency
shall require in such subcontract that the subcontractor also agree to such requirements Further, During the Term
of this Agreement, Network will have the right, on its own or through a third-party contractor, at mutually agreeable
times during business hours and upon reasonable notice, to audit EMS Agency’s books and records for compliance
with the services performed under this Agreement. EMS Agency will reasonably cooperate and make available to
Network, all documents and records reasonably requested by Network necessary to conduct audits under this
Section. Network may conduct such audits onsite, or, if mutually agreed between Network and EMS Agency, via
remote auditing. Network will notify EMS Agency of any findings resulting from an audit and corrective actions
required as a result of such findings promptly upon completion of such audit. Network will give EM S Agency a
reasonable time in which to implement corrective actions and to correct any non-conformant or deficient services.
4.21 Waiver and Breach. No waiver of the enforcement or breach of any agreement or provision herein will be
deemed a waiver of any preceding or succeeding breach thereof or of the enforcement of any other agreement or
provision herein. No extension of time for performing any obligation or act will be deemed an extension of time for
performing any other obligation or act. All rights and remedies provided herein are cumulative and not exclusive
of any rights or remedies otherwise provided by law.
4.22 Counterparts. This Agreement may be executed in any number of counterparts, each of which, when executed
and delivered, shall constitute an original, such counterparts together shall constitute one and the same Agreement.
Signature and acknowledgement pages, if any, may be detached from the counterparts and attached to a single page
of this Agreement to physically form one document. The Parties agree that execution of this Agreement by
exchanging facsimile, portable document format, or other imaged signatures shall have the same legal force and
effect as the exchange of original signatures, and that in any proceeding arising under or relating to this Agreement,
each party hereby waives any right to raise any defense or waiver based upon execution of this Agreement by means
of such imaged signatures or maintenance of the executed Agreement electronically.
4.23 Applicable Standards. EMS Agency personnel will comply with all standards applicable to the Services
described in this Agreement, as such standards may be amended from time to time, including but not limited to the
following: federal, state and local government laws, rules and r egulations, and laws relating to emergency
ambulance services and the handling of controlled substances.
4.24 Survival. Any covenant or provision herein that requires or might require performance after termination or
expiration of this Agreement, including, but not limited to, indemnities, confidentiality, settlement of accounts,
records retention and access, and insurance requirements, will survive any termination or expiration of this
Agreement.
[Signature Page to follow]
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
Network EMS Agency
By: By:
Printed Name: Printed Name:
Title: Title:
Date: Date:
John Neil (Dec 12, 2023 15:32 MST)
John Neil
EVP
12/12/23
Rachael Goodwin (Jan 2, 2024 08:52 MST)
Rachael Goodwin
Rachael Goodwin
Town Manager
01/02/2024
Town Clerk