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MEDICAL TRANSPORTATION SERVICES AGREEMENT BETWEEN (Proposers Name) AND THE
COUNTY OF SANTA CLARA
THIS AGREEMENT, effective the first day of, (XXXX) is entered into by and between the County of Santa Clara, a
political subdivision of the State of California ("County") on behalf of Santa Clara Valley Health & Hospital System
(hereinafter referred to as "SCVHHS"), and (Proposers name), a California Corporation licensed to provide specified
services noted in this Agreement (hereinafter referred to as "PROVIDER").
RECITALS
WHEREAS, SCVHHS wishes to contract with PROVIDER to provide transportation services in various program
areas, which include, but are not limited to, Santa Clara Valley Medical Center ("SCVMC"), Psychiatry Services and
Department of Mental Health, Custody Facilities and Children's Shelter, and Valley Health Plan ("VHP");
WHEREAS, PROVIDER has proposed to provide coordinated non-emergency medical transport services including
advanced life support, basic life support, critical care transport, NICU/PICU and wheelchair transport;
WHEREAS, PROVIDER and SCVHHS desire to enter into this Agreement in order to facilitate the provision of cost
effective, non-emergeny medical transportation services to all patients, including patients for whom SCVHHS is
responsible for payment of services;
NOW, THEREFORE, in consideration of the premises set forth above and the terms, covenants, and conditions
hereinafter set forth, the Parties mutually agree as follows:
SECTION 1 -DEFINITIONS
The following definitions shall have the meanings set forth herein:
1.1 ADVANCED LIFE SUPPORT SERVICES (ALS). ALS means special services designed to provide definitive
pre-hospital emergency medical care, including, but not limited to, cardiopulmonary resuscitation, cardiac
monitoring, cardiac defibrillation, advanced airway management, intravenous therapy, administration of
specific drugs and other medicinal preparations, and other specific techniques and procedures administered by
authorized personnel under the direct supervision of a base hospital as part of a local emergency medical
services (EMS) system at the scene of an emergency, during transport to an acute care hospital, during interfacility transfer, and while in the emergency department of an acute care hospital until responsibility is
assumed by the other medical staff of the hospital.
1.2 BASIC LIFE SUPPORT SERVICES (BLS). BLS means emergency first aid and cardiopulmonary resuscitation
procedures, which, as a minimum, include recognizing
respiratory, and cardiac arrest and starting the proper application of cardiopulmonary
resuscitation to maintain life without invasive techniques until the victim may be
transported or until advanced life support is available. It shall mean the use of an EMT
staffed ambulance for the transport of stable patients to another facility for treatment
based on CMS guidelines and California Title 22 regulations.
1.3 COVERED SERVICES means those Medically Necessary health care transportation services
and supplies including Advanced Life Support, Basic Life Support, Critical Care
Transports, and wheelchair transport services as described and set forth in the (See RFP)
1.4 CRITICAL CARE TRANSPORT SERVICES (CCT) CCT means the transport of a critical
care patient between medical facilities where it has been determined by the patient's
treating physician that such transport requires medical supervision by two attendants,
one of whom must be either a registered nurse (RN) or a medical doctor. Such RN must
have at least two years of critical care experience.
1.5 DIRECT FINANCIAL RESPONSIBILITY PATIENT (See RFP)
1.6 EMERGENCY -means those services required for alleviation of a medical condition
(including emergency labor and delivery) manifesting itself by symptoms of sufficient
severity, including severe pain, such that the absence of immediate medical attention
could reasonably be expect the absence of immediate medical attention to result in: (a)
placing the patient's health in serious jeopardy, (b) serious impairment to bodily
functions, or (c) serious dysfunction of any bodily organ or part. Emergency Services
also means screenings, examinations, and evaluations for the purpose of determining
whether a psychiatric emergency medical condition exists, and for which treatment is
necessary to relieve or eliminate the psychiatric emergency medical condition.
1.7 MEDICALLY NECESSARY means reasonable and necessary services and supplied to
protect life, to prevent significant illness or significant disability, or to alleviate severe
pain through the diagnosis or treatment of disease, illness or injury, as determined by an
attending physician, in accordance with accepted medical and surgical standards
prevailing at the time of treatment and in conformity with the professional and technical standards adopted by
SCVHHS as applicable.
1.8 NON-COVERED SERVICES (See RFP)
1.9 OPERATIONAL GUIDELINES MANUAL (See RFP)
1.10 WHEELCHAIR TRANSPORT means the transport of a disabled or wheelchair-bound patient who does not
require medical supervision, for medical appointments to and from SCVHHS facilities or clinics. The vehicle
must be equipped with an electronic lift.
1.11 TRANSPORTATION COORDINATOR means a proposer employee who is responsible for taking all SCVHHS
transport request calls, managing all calls received and dispatching transport vehicles, as appropriate, during
hours as agreed, Monday through Friday.
SECTION 2-SERVICES PROVIDED
PROVIDER agrees to provide COVERED SERVICES as needed to SCVHHS' patients and/or as ordered by
authorized personnel in accordance with the terms and conditions of this Agreement.
2.1 PROVIDER will provide Covered Services as set forth in the (see RFP)
2.2 Response Times (See RFP)
2.3 Response Time Compliance (See RFP)
2.4 Response Time Calculation Response time standards will be calculated as follows: (See RFP)
2.5 Exceptions (See RFP)
2.6 Response Time Compliance Reports (See RFP)
2.7 Response Time Compliance Penalty (See RFP)
2.8 Service Requests (See RFP)
2.9 Proposer's Response Center (See RFP)
2.10 Customer Service Representative (See RFP)
SECTION 3 -SERVICES PROVIDED TO SCVHHS
(See RFP)
SECTION 4 -REPRESENTATIONS
4.1 Non-Discrimination Provision. The County of Santa Clara is an equal opportunity employer. PROVIDER shall
comply with all applicable Federal, State, and local laws
and regulations including Santa Clara County's equal opportunity requirements. Such laws
include but are not limited to the following: Title VII of the Civil Rights Act of 1964 as
amended; Americans with Disabilities Act of 1990; the Rehabilitation Act of 1973 (sections 503
and 504); California Fair Employment and Housing Act (Government Code sections 12900, et
seq.); California Labor Code sections 1101, and 1102. PROVIDER shall not discriminate against
any subcontractor, employee, or applicant for employment because of age, race, color, national
origin, ancestry, religion, sex/gender orientation, political beliefs, organizational affiliations, or
marital status in the recruitment, selection for training, including apprenticeship, hiring,
employment, utilization, promotion layoff, rates of payer other forms of compensation. Nor shall
PROVIDER discriminate in the provision of services provided under this Agreement because of
age, race, color, national origin, religion, sex/gender, sexual orientation, mental disability,
physical disability, medical condition, political beliefs, organizational affiliations, or mental
status.
4.2 Health Examinations. (See RFP)
4.3 Inspection of Facilities. (See RFP)
SECTION 5 -OBLIGATIONS OF SCVHHS
(See RFP)
SECTION 6 -UTILIZATION REVIEW
(See RFP)
7
SECTION 7 -TERMINATION
(See RFP)
8
SECTION 8 -TERM OF AGREEMENT AND RENEWAL
8.1 Term. (See RFP)
SECTION 9 -RELATIONSHIP OF PARTIES
(See RFP)
SECTION 10 -BILLING AND COMPENSATION
10.1 (See RFP)
SECTION 11 . INSURANCE AND INDEMNIFICATION
11.1 Indemnification. Each party agrees to indemnify, defend, and hold harmless the other party from any
claim, liability, or loss resulting from the willful, wrong or negligent act or omission of the
indemnifying party, its members, officers, directors, trustees, agents or employees or its, or their
performance or failure to perform the provisions of this Agreement. Each party shall notify the
other in writing of any claim of injury or damage related to activities performed pursuant to this
Agreement. The parties shall cooperate with each other in the investigation and disposition of any
claim arising out of the activities of the Agreement, provided that nothing shall require either
party to disclose any documents, records or communications which are protected under the peer
review privilege, the attorney-client privilege, or the attorney work-product privilege. The
provisions of this section shall survive the termination of this Agreement.
11.2 Insurance. (See RFP)
SECTION 12 . DISPUTE RESOLUTIONS
12.1 Provider Dispute Resolution Process. The parties shall resolve their disputes informally to the
maximum extent possible. The parties shall negotiate all matters of joint concern in good faith,
with the intention of resolving issues between them in a mutually satisfactory manner.
SECTION 13 -GENERAL PROVISIONS
13.1 Entire Agreement: Modification. This Agreement constitutes the entire understanding of the Parties
hereto and supersedes any and all prior written or oral agreements, representations, or
understandings regarding the subject matter of this Agreement. No modifications, discharges,
amendments, or alterations shall be effective unless set forth in writing and signed by both
Parties. If however, State or Federal laws or regulations change and affect any provision of this
Agreement, this Agreement shall be deemed amended to conform with those changes in the laws
or regulations effective the date such laws or regulations become effective.
13.2 Amendments. This Agreement may only be amended or modified by a written instrument signed by
both parties.
13.3 Invalid Provisions. It is understood that any provision of this Agreement which is in violation of any
state or federal laws or regulations shall be null and void, and any such provision shall be
renegotiated by the Parties or deemed stricken from this Agreement or deemed amended to
conform to the laws or regulations pursuant to the terms of this Agreement. If in the reasonable
and good faith opinion of either party, such required change would jeopardize the status of any
license, or permit, or subject either party or its employees to civil or criminal prosecution or
liability, that party may terminate the agreement. The invalidity of non enforceability of any
terms or provisions hereof shall in no way affect the validity or enforceability of any other terms
or provisions.
13.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of
the State of California.
13.5 Nonwavier. No covenant, condition or undertaking contained in this Agreement may be waived
except by the written agreement of the Parties. Forbearance or indulgence in any other form by
either party in regard to any covenant, condition or undertaking to be kept or performed by the
other party shall not constitute a waiver thereof, and until complete satisfaction or performance of
all such covenants, conditions, and undertaking have been satisfied, the other party shall be
entitled to invoke any remedy available under this Agreement, despite any such forbearance or
indulgence.
13.6 Notice. Any notice, request, demand or other communication required or permitted hereunder will be
given in writing be certified mail, postage prepaid, to the party to be notified. All
communications will be deemed given upon delivery or attempted delivery to the address
specified herein, as from time to time amended. The address for the Parties for the purposes of
such communication is:
TO: PROVIDER:
TO: SCVHHS:
Either party may at any time change or amend its address for notification purposes by mailing a
notice as required herein above stating the change and setting forth the new address. Such change
shall be effective on the day specified in such notice, or if no such date is specified, on the tenth
(10th) day following the date such notice is received.
13.7 Confidentiality of Financial Terms. SCVHHS and PROVIDER acknowledge a duty to maintain the
confidentiality of the payment terms of this Agreement, except where disclosure is required by
law.
13.8 Confidentiality of Care and Records. (See RFP)
13.9 Duplicate Originals. This Agreement is executed in several counterparts, each of which shall be
deemed an original; however, all shall constitute one and the same Agreement.
13.10 Headings. The Section headings used herein are for reference and convenience only, and shall not
enter into the interpretation hereof. Any exhibits, tables or schedules referred to herein and/or
attached or to be attached hereto are incorporated herein to the same extent as if set forth in full
herein.
13.11 Contracting Principles. (See RFP)
13.12 Approvals. Where agreement, approval, acceptance, or consent by either party is required by any
provision of this Agreement, such action shall not be unreasonably delayed or withheld.
13.13 Unforeseen Circumstances. Neither SCVHHS nor PROVIDER shall be responsible for any
implementation delay or failure of performance resulting from circumstances beyond its control
and without its fault or negligence. In the event of any major disaster, epidemic, labor dispute,
interruption of supply, interruption of service by telecommunication providers or other cause
beyond PROVIDER's control, PROVIDER shall render services under this Agreement within the
limitation of available facilities and personnel. If a substantial part of PROVIDER services under
this Agreement are interrupted for a period that places either SCVHHS or PROVIDER at
substantial financial risk, or SCVHHS' Members at immediate and significant risk, SCVHHS
shall have the right to terminate this Agreement upon fifteen (15) days prior written notice to
PROVIDER.
SECTION 14 -REGULATORY COMPLIANCE
14.1 Knox-Keene Health Care Service Plan Act. SCVHHS, PROVIDER and this Agreement are subject
to the California Knox-Keene Act and the regulations established thereunder by the California
Department of Managed Health Care, the Health Maintenance Organization Act of 1973 and
regulations of the United States Department of Health and Human Services.
4.2 Any provisions required to be in this contract by any statute or regulation shall bind SCVHHS and
PROVIDER whether or not expressly provided in this Agreement.
14.3 No Influence on Referrals. It is not the intent of either party to this agreement that any remuneration,
benefit or privilege provided for under this Agreement shall influence or in any way be based on
the referral or recommended referral by either party of patients to the other party or its affiliated
providers, if any, or the purchasing, leasing, or ordering services other than specific services
described in this Agreement. Any payments specified in this Agreement are consistent with what
parties reasonably believe to be fair market value for the services provided.
14.4 PROVIDER certifies that personnel who are to provide services have not been convicted of a
criminal offense related to health care nor are they listed by any federal or state agency as
debarred, excluded, or otherwise ineligible for participation in federal or state funded health care
programs, that it has performed an appropriate screen of the personnel prior to making this
certification, and it will screen all new personnel who provide services under this Agreement.
PROVIDER agrees that if criminal charges are brought or debarment or exclusion sought of any
person providing services under this Agreement, such person shall be removed from any
responsibility for or involvement in the provision of services under this Agreement during the
pendency of such proceedings and that PROVIDER shall notify the County of the pendency of
such charges or proposed debarment or exclusion.
14.5 In accordance with Joint Commission on Accreditation of Health Care Organization (JCAHO)
standards, PROVIDER certifies that personnel who are to provide services to patients at SCVMC
are properly oriented to SCVMC's facilities, maintain appropriate skills, competency and
continuing education commensurate with their current job descriptions and that supporting
documentation is maintained by PROVIDER.
14.6 PROVIDER shall ensure that PROVIDER and its personnel cooperate with and/or participate in
SCVMC's compliance programs, as requested or required by SCVMC.
14.7 (a) PROVIDER shall, in connection with the subject of this Agreement, cooperate fully with County
by, among other things, maintaining and making available all necessary books, documents and
records, in order to assure that County will be able to meet all requirements for participation and
payment associated with public or private third party payment programs.
(b) PROVIDER shall make available to the Secretary of Health and Human Services and the
Comptroller General of the United States, or their authorized representatives, upon the request of
any of them, this Agreement, and all books, documents and records relating to the nature and
extent of the costs of services
IN WITNESS WHEREOF, the parties through their duly authorized representatives have executed
this Agreement: