Banner Emerg Base Station Agreement
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City of El Mirage Fire Department – 0426-03-106559 (04.10.2020) MRS
EMERGENCY BASE STATION AGREEMENT
(ADMINISTRATIVE AND ONLINE MEDICAL DIRECTION)
ARIZONA FACILITIES
(0426-03-106559)
This Emergency Base Station Agreement (this “Agreement”) is entered into effective as
of the last date of signature (the “Effective Date”), by and between Banner Health, an Arizona
nonprofit corporation d/b/a Banner Boswell Medical Center (“Medical Center”) and City of El
Mirage Fire Department (“EMS Agency”).
RECITALS:
A. Medical Center is a full-service medical and surgical facility 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 Medical Center as a base hospital medical facility and to
receive Medical Center 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.
Medical Center Responsibilities.
1.1
Administrative Medical Direction. Medical Center 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 and Registered Nurses (“RNs”)
assigned to the Medical Center. Medical Center will provide EMS Agency with
the Administrative Medical Director's name, email address, phone number, and
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
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City of El Mirage Fire Department – 0426-03-106559 (04.10.2020) MRS
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. Medical Center will notify EMS
Agency immediately if the Administrative Medical Director no longer meets the
qualifications.
1.2
Online Medical Direction. Medical Center will provide at least one emergency
physician who will function as the medical control authority and will be
physically present 24 hours a day in Medical Center’s Emergency Department in
order to provide online medical direction as needed and who will be overseen by
one Online Medical Director (the "Online Medical Director"). Medical Center
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. Medical Center 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
Medical Center will appoint a qualified individual to oversee and monitor EMCTs
in the performance of the shared responsibilities between EMS Agency and
Medical Center 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 a RN or Paramedic who will
be available to address all pre-hospital issues during reasonable business hours.
1.4
Medical Center will provide administrative medical direction and online medical
direction to EMS Agency’s EMCTs who are assigned to Medical Center.
1.5
Medical Center will (a) appoint a Continuous Quality Improvement Committee or
(b) participate in EMS Agency’s quality management program by providing
review, consultation, or medical direction when deemed necessary by Medical
Center or as requested by EMS Agency and approved by the Administrative
Medical Director.
1.6
Medical Center will establish a procedure for replenishing pharmaceutical and
other medical supplies expended during EMS Agency’s treatment of any patients
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and those persons transported to Medical Center. Medical Center and EMS
Agency will enter into a separate Emergency Medical Services Restocking
Agreement.
1.7
Medical Center may provide supervised clinical training to EMCTs as agreed
upon by the Administrative Medical Director and EMS Agency.
1.8
Medical Center may provide continuing education as deemed necessary by the
Administrative Medical Director, Pre-Hospital Coordinator or EMS Agency.
1.9
Medical Center 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
Medical Center and EMCT for the purpose of medical direction will be recorded.
1.10
Medical Center will have a dedicated telephone line for EMCTs to contact the
Emergency Department.
1.11
Medical Center will utilize and adhere to the medical control plans adopted by the
local Arizona Emergency Medical Services coordinating system.
1.12
Medical Center will maintain a current certification as an ALS base hospital from
ADHS. If that certification lapses or terminates for any reason, Medical Center
will immediately notify EMS Agency.
2.
EMS Agency Responsibilities.
2.1
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.
2.2
EMS Agency will verify that only EMCTs with valid certifications or licenses are
assigned to Medical Center.
2.2.1 EMS Agency will provide Medical Center with an accurate written list of
the names of each EMCT currently assigned to Medical Center.
2.2.2 EMS Agency will notify Medical Center in writing within 30 days of any
termination, transfer or addition of any EMCT. Notification will include
the name(s), certification expiration date(s) and the effective date(s) of
employment, transfer or termination. EMS Agency will provide Medical
Center with a copy of all applicable certifications for each assigned
EMCT.
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2.2.3 EMS Agency will have communication equipment in good working order
that allows Medical Center to communicate with EMCTs in the field.
2.3
EMS Agency will require its EMCTs to meet ADHS continuing education
requirements for re-certification.
2.4
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. Medical Center’s medical control authorities will assist EMS
Agency’s personnel by radio or phone communication when requested.
2.5
EMS Agency will initiate a patient care report for each patient contact. When
transported to Medical Center, the patient(s), the patient care report(s) and the
care of the patient(s) will immediately be transferred to Medical Center and
become the responsibility of Medical Center. EMS Agency will provide Medical
Center’s Pre-Hospital Coordinator with copies of the patient care record(s) in a
timely manner.
2.6
EMS Agency will allow ride-along privileges to Medical Center’s medical control
authorities and intermediaries for experience and observations.
2.7
If Medical Center appoints a Continuous Quality Improvement Committee, EMS
Agency agrees to provide representation and participation in the Committee.
3.
Term and Termination. The term of this Agreement will begin on the Effective Date,
will continue for a period of one year, and will automatically renew for successive one
year terms. This Agreement may be terminated by either party at any time without cause
and without penalty by giving the other party at least 30 days’ prior written notice.
4.
Additional Requirements.
4.1
Non-Employee Status. Neither EMS Agency nor its personnel are deemed
employees of Medical Center. Nothing in this Agreement creates an employer-
employee relationship, partnership, franchise, joint venture or agency relationship
between the parties, and 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 Medical Center
harmless for EMS Agency’s failure to comply with any of its obligations under
this Section.
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4.2
Mutual Indemnification. Each party will indemnify, defend, and save harmless
the other party for, from and against all actions, liabilities, losses, damages,
claims and demands whatsoever, including costs, expenses and attorneys’ fees
resulting from, or claimed to have resulted from, any intentional or negligent acts
or omissions of the indemnifying party or its employees or agents engaged in the
work under this Agreement at the time of the event or occurrence upon which
such actions, claims or demands are based or a material breach by a party of any
of its representations or warranties under this Agreement. Where both Medical
Center and EMS Agency, including their respective employees or agents,
participated in the liability causing event, each party will contribute to the
common liability a pro rata share based upon its relative degree of fault.
4.3
Insurance. EMS Agency will maintain insurance coverage during the term of this
Agreement, provided by an insurer with a minimum A-VII rating, and will
provide Medical Center with 30 days’ prior written notice of termination or
substantial coverage change. Coverage will include professional liability, general
liability, and business auto of at least $1,000,000 per occurrence and $3,000,000
in the annual aggregate. Where the services described in this Agreement include
control of Banner Health’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 Medical Center will
not be contributory insurance, and will name Banner Health and Medical Center
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 Banner Health or Medical Center 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 Banner Health’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 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
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its discretion may terminate this Agreement with such notice as is reasonable
under the circumstances.
4.5
Notice. Any notice required to be given under this Agreement will be in writing,
and will be deemed delivered to the party to whom the notice is sent (a) when
personally delivered, (b) one business day after the same is sent by overnight
delivery service, or (c) three days after the same is sent by certified mail, postage
prepaid, addressed to such party at the address that follows or to such other
address as such party may hereinafter designate in writing:
If intended to EMS Agency:
City of El Mirage Fire Department
13601 N. El Mirage Road
El Mirage, AZ 85335
Attn: Fire Chief
If intended to Medical Center:
Banner Boswell Medical Center
10401 W. Thunderbird Blvd.
Sun City, AZ 85351
Attn: Chief Executive Officer
With a copy to:
Banner Health
2901 N. Central Avenue, Suite 160
Phoenix, AZ 85012
Attn: General Counsel
4.6
HIPAA. Medical Center 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 Banner Health or Medical Center, EMS Agency will execute a Business
Associate Agreement.
4.7
Confidentiality and Nondisclosure. EMS Agency acknowledges that EMS
Agency may have access to confidential and proprietary information of Banner
Health or Medical Facility (the “Proprietary Material”) through the performance
of the services described in this Agreement. EMS Agency will keep confidential
all Proprietary Material by exercising the same degree of care toward such
material as EMS Agency does with respect to its own confidential and proprietary
information of like importance, but, in any case, using no less than a reasonable
degree of care. EMS Agency will not disclose, distribute, publish, transmit,
transfer or disassemble the Proprietary Material or use the Proprietary Material
for its own or any other party’s benefit, except in furtherance of its obligations
under this Agreement. EMS Agency will limit access to the Proprietary Material
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to only those individuals who need to know such information for carrying out
EMS Agency’s obligations hereunder. EMS Agency will ensure that its personnel,
agents, consultants and representatives who are given access to the Proprietary
Material will be bound by and comply with the terms of this Agreement. The
nondisclosure provisions of this Agreement will be in effect during the term of
this Agreement and will survive termination, and EMS Agency’s duty to hold the
Proprietary Material in confidence will remain in effect until the Proprietary
Material no longer qualifies as confidential information or a trade secret under
applicable law. For purposes hereof, the Proprietary Material includes, but is not
limited to, documents, records, reports, data, patient health information,
demographic information, plans, concepts, ideas, processes, procedures, policies,
designs, discoveries, inventions, marketing plans, methodologies, specifications,
and other business information relating to Banner Health and Medical Center’s
business, assets, operations or contracts, regardless of whether such information
has been expressly designated as confidential or proprietary. The Proprietary
Material may be provided in written, oral, electronic or other form. The
Proprietary Material will not include any information that (a) is now or becomes
generally known or available to the public through no fault of EMS Agency; (b)
was known by EMS Agency before receipt from Banner Health or Medical Center
without any obligation of confidentiality; (c) is rightfully obtained by EMS
Agency from a third party without breach of any obligation to the disclosing
party; or (d) is independently developed by EMS Agency without use of or
reference to any of the Proprietary Material.
4.8
No Referral. This Agreement is limited solely to Banner Health and Medical
Centers’ 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 by Banner Health.
4.9
Assignment. This Agreement may not be assigned by either party without the
prior written consent of the other party. If consent to an assignment is obtained,
this Agreement is binding on the assigns of the parties to this Agreement.
Notwithstanding anything to the contrary in this Agreement, Medical Center may
assign or otherwise transfer its interest under this Agreement to any “related
entity” without the consent of the other party. For the purposes of this Section, a
related entity will be deemed to include a parent, a subsidiary, any entity that
acquires all or substantially all of Medical Center’s assets or operations relating to
this Agreement, and the surviving entity of any merger or consolidation involving
Banner Health or Medical Center.
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
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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. Neither party will be liable for any delay in performance or any
failure in performance caused in whole or in part by reason of force majeure,
which will be deemed to include the occurrence of any event beyond the control
of the parties, including, without limitation, war (whether an actual declaration
thereof is made or not), sabotage, insurrection, riot and other acts of civil
disobedience, action of a public enemy, laws, regulations or acts of any national,
state or local government (or any agency, subdivision or instrumentality thereof),
judicial action, accident, fire, explosion, flood, storm or act of God.
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. Banner Health has implemented health standards for all
individuals providing services within a Banner Health clinical facility. If EMS
Agency Personnel participate in clinical rotations or remediation involving patient
care or are physically present in a Banner Health 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 Banner Health or Medical Center 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 Banner Health clinical
facility are wearing surgical masks. Surgical masks are provided by Banner
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Health 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, Medical Center 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 Medical Center 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. All records related to this arrangement will
be kept on file by EMS Agency for a period of four years from the date the record
is made or such longer period of time as may be required by applicable law. Upon
reasonable prior notice, EMS Agency will give Banner Health or Medical Center,
or their authorized representative, and any relevant regulatory agency the ability
to inspect, examine, and audit, during normal business hours, such of EMS
Agency’s business records as are relevant to this Agreement. The cost of any
Banner Health inspection, examination, and audit will be at the sole expense of
Banner Health.
4.21
Corporate Authority. Each party represents and warrants that the individual
executing this Agreement on behalf of such party is duly authorized to execute
and deliver this Agreement on behalf of such corporation, person, firm,
partnership or other entity and that this Agreement is binding upon such entity in
accordance with its terms.
4.22
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.
4.23
Counterparts. This Agreement may be executed in one or more copies or
counterparts, each of which when signed will be an original, but all of which
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together will constitute one instrument. Signatures submitted via telecopy or
electronic signature will have the same force and effect as original signatures and,
as such, will be valid and binding upon the parties hereto.
4.24
Applicable Standards. EMS Agency and all 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 regulations, and
laws relating to emergency ambulance services and the handling of controlled
substances.
4.25
Cost of Litigation. If either party takes legal action to enforce this Agreement, the
prevailing party will be entitled to recovery of its reasonable attorneys’ fees and
costs incurred in connection with such action.
4.26
Survival. Any covenant or provision herein that requires or might require
performance after the 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
Effective Date.
MEDICAL CENTER:
Banner Health
d/b/a Banner Boswell Medical Center
EMS AGENCY:
City of El Mirage Fire Department
By:
By:
Name:
Name:
Title:
Title:
Signature Date:
Signature Date:
DocuSign Envelope ID: B9B19DAA-456D-4611-A893-962D88646775
Sharon Lind
May 14, 2020 | 1:03 PM MST
Sharon Lind, CEO BIMC/BGFMC