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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