HomeMy WebLinkAboutbocc.res.098.2008A RESOLUTION OF THE BOARD OF THE ASPEN AMBULANCE DISTRICT
AUTHORIZING THE BOARD TO ENTER INTO AN INTERGOVERNMENTAL
AGREEMENT WITH THE ASPEN VALLEY HOSPITAL DISTRICT REGARDING
THE OPERATION OF THE ASPEN AMBULANCE DISTRICT
Resolution No. 2008-~%~
Recitals
1. The Board of the Aspen Ambulance District under the authority granted
pursuant to C.R.S. § 29-1-201 and Article XIV, Section 10 of the Cotorado Constitution
is hereby entering into an Intergovernmental Agreement ("agreemenY' or "contracY'),with
Aspen Valley Hospital.
2. The purpose of the Agreement attached as Exhibit 1, is to set forth the
respective responsibilities and obligations of the parties relating to the operation of the
Aspen Ambulance District.
3. The Boazd of the Aspen Ambulance District has determined that it is in the
best interest of the citizens of the District to enter into this Agreement.
NOW THEREFORE, BE IT RESOLVED, by the Boazd of the Aspen Ambulance
District that it does hereby approve the Agreement betwaen the Ambulance Disuict and
the Aspen Vxlley Hospital and authorizes the Chair to sign an agreement in substantially
the form attached as Exhibit l, as appcoved by the Counry Attorney.
INTRODUCED, FIRST READ AND SET FOR PUBLIC HEARING ON THE
13`" DAY OF August, 2008.
NOTICE OF PUBLIC HEARING PUBLISHED IN THE WEEKEND EDITION
OF THE ASPEN TIMES ON THE 17TH DAY OF AUGUST 2008.
APPROVED UPON SECOND READING ON THE 27th DAY OF AUGUST,
2008.
PUBLISHED AFTER ADOPTION IN THE WEEKEND EDITION OF THE
ASPEN TIMES WEEKLY ON THE 7TH DAY OF SEPTEMBER, 2008.
BOARD OF THE ASPEN AMBULANCE
DISTRICT
~ ~Pil ~C ~ ~
: Jones Ja atfield, Chai n
Clerk
Date: ~~oa~08
T'
COUNTY MANAGER:
~
~~
Hil Fletcher
APPROVED AS TO FORM:
John Ely
County ~
2
~
INTERGOVERNMENTAL AGREEMENT FOR AMBULANCE SERVICES
THIS AGI2EEMENT, made and entered into this e~° ~day of ~ ,
2008, by and between the ASPEN VALLEY HOSPITAL DISTRIC , a Colorado
quasi-municipal corporation (hereinafter referred to as "Hospital"), and THE
ASPEN AMBULANCE DISTRICT, a special taxing district within Pitkin County,
Colorado (hereinafter referred to as "Ambulance DistricY'), and is upon the
following terms and conditions:
RECITALS
WHEREAS, the Ambulance District exists by virtue of the Pitkin County Home
Rule Charter, 30-35-901, et. seq. C.R.S. (1973), and Resolution No. 82-130 of
the Board of County Commissioner's of Pitkin County, Colorado; and
WHEREAS, the Board of County Commissioners of Pitkin County, Colorado
serves ex o~cio as the governing board of the Ambulance District; and
WHEREAS, the Hospital is a special distr+ct organized lawfully under the laws of
the State of Colorado; and
WNEREAS, section 3 of Resolution No. 82-130 allows the Ambulance District to
contract ("agreemenY' or "contracY') for ambulance services; and
WHEREAS, the Hospital is willing to provide said ambulance services under the
terms and conditions set forth herein that serve to assure that the Hospital is able
to operate the ambulance service for iiefined emergency purposes upon the
terms set forth herein.
NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES,
COVENANTS AND CONDITIONS HEREIN, THE PARTIES AGREE AS
FOLLOWS:
I. Responsibilities of HOSPITAL:
a. Provisions of service. The Hospital agrees to provide ambulance
service within the boundaries of the service plan area agreed to by the
Ambulance District and the Hospital (which are on file with the clerk and
recorder of Pitkin County, Colorado and attached hereto as Exhibit A)
under the terms and conditions set forth in this Agreement.
b. Provision of Facilities. Staffina and Eauiament. The Hospital shall
comply with ambulance staffing and equipment requirements pursuant to
State and Pitkin County licensing laws. The Hospital agrees to maintain
within the designated district at least one fully equipped and staffed
ambulance which, at ail times, shall be on call 24 hours a day, 7 days per
week. The Hospftal further agrees to supply and maintain a back-up
ambulance for those hours spec'rfied in the budget that has been agreed to
by the entities pursuant !o ¶1(e)_of this Agreement. The Hospital shall
cause the ambulance to respond promptly to ail calls for medicai
assistance, whether from private or governmental sources. Hospital
agrees to maintain such staffing and equipment and appropriate facilities
as required by law and as necessary to provide services provided for in
this Agreement. Included in such sta~ng will be a position (Ambulance
Services Director") that is responsible for the day to day management of
the ambulance services and accountable to the Hospital in the manner
and structure deemed appropriate at the sole discretion of the Hospital.
Additional supervisory positions may also be added at the Hospital's
discretion subject to the limftations of the approved budget as herein
described. Notwithstanding the above, placement, displacement and
replacement decisions regarding the Ambulance Services Director shall
be subject to consultation between the Hospital CEO and the County
manager, acting on behalf of the Ambulance District.
c. Reservations on use. The ambulance shal! be used for official
purposes only, and to effectuate this limitation, the Hospital agrees to
abide by any regulations describing authorized use of the vehicles.
i. Logging of services rendered. There shall be maintained for
each vehicle a log with the following entries to be made of each use
of the ambulance:
A. Date
B. Time out
C. Time in
D. Mileage out
E. Mileage In
F. Destination
G. Purpose
H. Medics
These logs shall be on file at the Hospital and shall be made
available to the Ambulance District on request.
ii. Additional information. In addition, the Hospital shall
maintain appropriate medical records identifying (1j patients
served; (2) their residence addresses; (3) injuries sustained by or
medical concerns of patients; and (4) the type and, extent of
treatment rendered by any member of the ambulance crew.
This information will be maintained on file in the Medical Records
Department at the Hospital and shall be available to the
Ambulance District on request, subject to federal privacy laws.
d. Charaes to users. The Hospital shall provide accounting and billing
services for the parties hereto for the collection of reasonable fees and
charges from the users of the ambulance service. In the performance of
this obligation it is agreed that:
i. The Ambulance Services Director shall, as Part of the
annual budget, submit a rate schedule to the Ambulance District
and the Hospital, both of whom shall approve the same. The
Hospital shall notify the Ambulance District of any proposed
mod~cation to the approved schedules, and ail subsequent
modifications shall be subject to the approval of the Ambulance
District.
ii. The Hospital shall maintain a complete financial record of
each patient transported, indicating the basis for charges. 5uch
financial records shall be available to the Ambulance
District on request.
iii. It is recognized that not all charges will be collected and it is
agreed by the parties hereto that uncollected charges (or "bad
debts") shall be recorded annually and included in the budget as an
expense item.
e. Budaet. The Ambulance Services Director will submit a budget to
the Hospital and the Ambulance District for the operation of the
ambulance service estimating revenues, direct expenses (including bad
debt) and indirect overhead allocations for the ambulance service each
year by no later than October first of the preceding year. Payment under
this contract w+ll then be conditioned upon annual appropriation of
necessary funds by the Ambulance District prior to the initiation of the
calendar year thus budgeted. The Hospftal shalf not be obligated to
provide services for which funds have not been appropriated.
It is specifically understood by the parties that the value of
the management services shall be offset by the provision of
Emergency Medical Technicians (EMTs) perForming duties
in the Emergency Department of the Flospital. Staffing of
EMTs in the Emergency Department or other locations of the
Hospital shall be at the sole discretion of the Hospital,
subject to an annual review by both parties.
f. End of the vear adiustments. At the end of the calendar year the
controller of the Hospital shall submit to the Ambulance District an un-
audited estimate for the operation of the ambulance service for the year
just concluded, in essentially the same format as the approved budget.
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This shall i~clude approved expenses including bad debt (calculated
based on the Hospital wide bad debt pe~centage), contractual allowances
(as a deduction from revenue), employee related expenses, services and
supplies. For reasons identfied in this agreement relative to the
acquisition of capital items by the District, depreciation expenses will be
explicitly reversed out of the expenses such that the District does not incur
the cost of depreciation for which the District has already compensated
the Hospital. Ali funds provided to the Hospital in excess of those needed
to operate the ambulance will be returned to the Ambulance District, to
be available for future years. Any shortfall will be paid to the Hospital by
the Ambulance District to the extent that the Ambulance District has funds
available for the ambulance service.
II. Responsibilities of AMBULANCE DISTRICT
a. Disuatchinct services. Requisite dispatching service for the
ambulance shall be provided through the Aspen-Pitkin County Combined
Communication Center, such service to encompass receiving emergency
calls and dispatching the ambulance to the location requested.
b. Monthlv oavments. The Ambulance District shall pay to the Hospital
each month a sum equal to one-twelfth of the annual net operating
budget for the ambulance service as identified in I(e) above. of this
agreement and representing the difference between estimated annual nei
collected revenues and both direct and indirect allocated expenses.
c. Ca~ital and Facilitv Exqenditures.
i Facilities. The Ambulance District agrees that it shall be
responsible for the maintenance, improvements and insuring the facility
used for ambulance services (Ambulance Barn and associated
structures).
ii Caoital (vehiclesl. The Ambulance District agrees that it
shall be solely responsible for the purchasing, maintenance, and
insurance of any and all vehicles used in the course of business of the
ambulance district.
iii Caoital (other)
(a) The Ambulance District shall be responsible for
directly funding major capital items necessary for
the operation of the ambulance services that cost
greater than $10,000. These include but are not
limited to ambulances, other vehicles, facilities
improvements, and certain items of inedical
equipment. It is understood that the large capital
items will be discussed by the JOC (as discussed
in this agreement).
(b) The Hospitai will budget, acquire and maintain
equipment items betonging to the Ambulance
District that are less than $10,000.00. The
Ambulance District agrees that these acquisitions
will be done in accordance with the Hospital's
normal purchasing procedures. The
Ambulance District agrees to reimburse the
Hospital for any and all capital purchases at the
end of each fiscal year. In the event of
termination of this Agreement for any reason, it is
agreed that the Ambulance District shall retain
possession of all capital items paid for by the
Ambulance District. In addition, the Ambulance
District agrees to acquire such equipment items
as owned by the Hospital and purchased for the
sole use of the ambulance service, for the
remaining value of the items that have not yet
been depreciated. Any kems not yet paid for by
the Ambulance District shall become due and
payable at the termination of the contract.
III. JOINT RESPONSIBILITIES
a. Joint Ooeratinq Committee. Both Hospital and the Ambulance District
will participate in a Joint Operating Committee (JOC) that will provide
oversight of the ambulance service and address matters of importance to
both parties of this agreement.
i. Membership: The JOC shall consist of the County Manager,
Hospital CEO, Hospital CNO, and the Ambulance Services
Director. The CNO shall be a non-voting member.
ii. The JOC shall meet on a quarterly basis. At the meeting,
the JOC will review, among other things, the financial performance
of the Ambulance District including cash reserves, the mill levy
funding, budgetary pertormance of the ambulance service,
unbudgeted capital expenditures over $5,000.00, and the schedule
of charges.
iii. Issues brought before the JOC shall be resolved by
consensus . If consensus cannot be reached, then the parties
shall refer the dispute to the governing boards for resolution.
IV. Inter-facility Transfers. Hospital has certain obligations regarding
transportation of patients to other medical facilities at such times as the medical
care requirements of such patients either exceed the capabilities of Hospital or
are warranted for other reasons in the best interest of the patient. In recognition
of the inherent benefds to the safety of the public it serves, and the fact that
District is one of the providers of ambulance services in the service area, District
is willing to support inter-facility transfer services pursuant to the terms and
conditions outlined in this paragraph. With regard to such inter-facility transfers,
the Parties agree as follows:
a. The decision regarding whether or not to move a patient to another
facility rests solely with the Hospital and its organized medical staff, and
the Hospital agrees to fully and forever insure, indemnify and defend the
District against any and all claims arising from such decisions relafing to
any and all inter-facility transfers.
b. The Hospital will reimburse the District for any and all actual costs
incurred by the District in relation to inter-facility transfers that exceed the
aggregate of reimbursements received by District for such services,
subject to a renegotiation each year related to the total excess or deficit of
revenues over expenses realized by the District for inter-facility transfer
services provided.
c. The District cannot and does not warrant, promise, or commit that its
ambulances will always be available to provide inter-facility transfer
services. The DistricYs primary purpose is to provide emergency
response services to members of its service area, and should the District
in its sole and absolute discretion determine that an inter-facility transfer
conflicts with the provision of such service, the District may refuse to
provide such service. Notwithstanding Districts primary responsibiliiy for
assuring emergency response services, District will make good faith
efforts to provide coverage for inter-faciliYy iransfers as defined in
paragraph 4 of this section of the agreement (below).
d. The Parties shall agree on a procedure for processing inter-facility
transfers. The terms of this agreement may change from time to time, but
shalt always require the consent of both parties. Should either party no
longer agree to the existing procedure and should the parties fail to reach
agreement on a new procedure, then this specffic matter shall be referred
to joint conference of the respective governing boards for the District and
Hospital for final resolution. Should such resolution not be attained, this
agreement may be terminated in accordance with section V"termination"
of this agreement.
V. TERM and TERMINATION
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a. Term. This Agreement shall commence as of the date first written
above and shall automatically renew for one-year increments uniess
terminated upon one hundred and eighty (180) days notice prior to the
annual renewal date or otherwise terminated under the provisions herein.
b. Right to terminate.
i. Either party may terminate this Agreement by providing the
other party written notice of termination ninety (90) days from the
date set forth therein.
ii. In the event the Ambulance District shall refuse to make
payments herein required, the Hospital shail have the option to
discontinue the required services upon ninety (90) days written
notice to the Ambulance District.
VI. REGULATORY PROVISIONS
a. Eaual Emplovment O~portunitv. In connection with the execution
of this Contract, the Hospital shall not discriminate against any employee
or applicant for employment because of race, color, religion, sex, national
origin, age, marital status, being handicapped or a disadvantaged person.
The hospital will take a~rmative action to insure that applicants are
employed, and that employees are treated during employment without
regard to their race, color, religion, sex, national origin, age, marital status,
being handicapped, or a disadvantaged person. Such action shall include,
but not be limited to, the fallowing: employment, upgrading, demotion or
transfer, recruitment or recruitment advertising, layoff, or termination, rates
of pay or other forms of compensation, and selection for training, including
apprenticeship. The Hospital will furnish all necessary information and
reports and will permit access to its books, records and accounts by the
Ambulance District for purposes of investigation to ascertain compiiance
with the nondiscrimination/minority business provisions of this Contract.
b. Utilization of Minoritv Business Enterqrises. In connection with the
performance of this Contract, the Hospital will cooperate with the
Ambulance District in meeting a maximum utilization of minority business
enterprises and will use iYs best efforts to insure that minority business
enterprises shall have the maximum practicable opportunity to compete
for subcontract work under this Contract. It is the policy of the Ambulance
District that minority business enterprises shall have the maximum
practicable opportunity to participate in Ambulance District contracts. In
order to insure that a fair proportion of the purchases and contracts for
supplies and services for the Ambulance District is placed with minority
business enterprises, the Hospital agrees to take a~rmative action to the
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fullest extent practicable to identify the extent of qualified minority
business enterprises.
c. Utilization of Small Business Enterorises. It is the policy of the
Ambulance District fhat opportunities to participate in County
procurements be provided to small business enterprises. The Hospital
agrees to Insure that a fair proportion of the contracts for services for the
Ambulance District are placed with small business enterprises.
d. Emqlovment Data and Affirmative Action Plan. ff requested, the
Hospital agrees to submit on an Employment Data Form to be provided by
the Ambulance District, the data showing the utilization of minorities and
women by job category within its organization. Where the Hospital has fifty
(50) or more employees or it is participating in contracts with the County
wnich exceed Fifty Thousand ($50,000) Dollars, an Affirmative Action Plan
must be submitted to the Ambulance District when requested on behatf of
the Ambulance District by the County Attorney's Office within ten (10) days
after selection.
e. Non-comoliance. In the event of the Hospital's non-compliance with
the non-discrimination/minority business provisions of this Contract, the
Ambulanoe District shall impose such contract sanetions as it may
determine to be appropriate, including, but not limited to:
i. Withholding of payment under the Contract until the Hospital
complies, and/or
ii. Cancellation, termination, or suspension of the Contract, in
whole or in part.
It shall be the policy of the Ambulance District not to award any contracts
for any service, supply, or commodity unless the successful selectee
meets the above requirements. AII Ambulance District procedures and
contract awards will comply with the appropriate federal, state, and local
regulations.
f. GRATUITIES PROHIBITED. THE HOSPITAL AGREES NOT TO
GIVE ANY EMPLOYEE OR FORMER EMPLOYEE OF THE
AMBULANCE DISTRICT OR OF PITKIN COUNTY A GRATUITY OR AN
OFFER OF EMPLOYMENT IN CONNECTION WITH ANY DECiSION,
APPROVAL, DISAPPROYAL, RECOMMENDATION, PREPARATION OF
ANY PART OF A PROGRAM REQUIREMENT OR A PURCHASE
REQUEST, INFLUENCING THE CONTENT OF ANY SPECIFICATION
OR PROCUREMENT STANDARD, RENDERING OF ADVICE,
INVESTIGATION, AUDTITING, OR IN ANY OTHER ADVISORY
CAPACITY IN ANY PROCEEDING OR APPLICATION, REQUEST FOR
RULING, DETERMINATION, CLAIM OR CONTROVERSY, OR OTHER
PARTICULAR MATTER, PERTAINING TO THIS CONTRACT OR
SUBCONTRACT, OR TO ANY SOLICITATION OR PROPOSAL
THEREFOR. GRATUITY MEANS A PAYMENT, LOAN, SUBSCRIPTION,
ADVANCE DEPOStT OF MONEY, SERVICES, OR ANYTHING OF
MORE THAN NOMINAI VALUE, PRESENT OR PROMISED, UNIESS
CONSIDERATION OF SUBSTANTIALLY EQUAL OR GREATER VALUE
IS RECEIYED.
g. COVENANT AGAINST CONTINGENT FEES. THE HOSPITAL
WARRANTS THAT NO PERSON OR SELLING AGENCY HAS BEEN
EMPLOYED OR RETAINED TO SOLICIT OR SECURE THIS
CONTRACT UPON AN AGREEMENT OR UNDERSTANDING FOR A
COMMISS~ON, PERCENTAGE, BROKERAGE, OR CONTINGENT FEE,
EXCEPTING BONA FIDE EMPLOYEES OR BONA FIDE ESTABLISHED
COMMERCIAL OR SELLING AGENCIES MAINTAINED BY THE
HOSPITAL FOR THE PURPOSE OF SECURING BUSINESS.
h. KICKBACKS PROHIBlTED. IT SHALL BE A BREACH OF
CONTRACT FOR ANY PAYMENT, GRATUITY, OR OFFER OF
EMPLOYMENT TO BE MADE BY OR ON BEHALF OF A
SUBCONTRACTOR UNDER A CONTRACT TO THE PRIME
CONTRACTOR OR HIGHER TIER SUBCONTRACTOR OR ANY
PERSON ASSOCIATED THEREWITH, AS AN INDUCMENT FOR THE
AWARD OF A SUBCONTRACT OR ORDER. THE HOSPITAL IS
PROHIBITED FROM INDUCING, BY ANY MEANS, ANY PERSON
EMPLOYED UNDER THIS CONTRACT TO GIVE UP ANY PART OF
THE COMPENSATION TO WHICH HE/SHE IS OTHERWISE ENTITLED.
i. Sub-Contract Clause. The prohibition against contingent fees,
gratuities, and kickbacks prescribed in this Contract shall be
conspicuously set forth in every sub-contract and solicitation therefore.
Conspicuously means written in such special or distinctive format, print, or
manner that a reasonable person against whom it is to operate ought to
have noticed it.
j. Illeqal Aliens - Public Contracts for Services
i. The Parties certifies that they shall comply with the provisions of
§§8-17.5-101, et. seq. C.R.S. Neither party shall knowingly employ
or contract with an illegai alien to perform work under this contract
or enter into a contract with a subcontractor that knowingly employs
or contracts with an illegal alien to perForm work under this contract.
The parties certify that they have participated or attempted to
participate in the basic pilot program in order to confirm the
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employment eligibility of all employees who are newly hired for
employment in the United States.
ii. The Parties represent, warrant, and agree that they have
confirmed the employment eligibility of all employees who are
newly hired for employment in the United States, through
participation in the Basic Pilot Employment Ver~cation Program
administered by the Social Security Administration and the
Department of Homeland Security.
iii. If either party is not accepted into the basic pilot program prior
to entering into this contract, it shall apply to participate in the basic
pilot program every three months until the contractor is accepted or
the public contract for services has been completed, whichever is
earlier.
iv. This provision shall not be required or effective in a public
contract for services if the basic pilot program is discontinued.
v. The Parties shall comply with all reasonable requests made
in the course of an investigation by the Colorado Department of
Labor and Employment. If either party fails to comply with any
requirement of this provision or §§8-17.5-101, et. seq. C.R.S., the
other party may terminate this contract for breach of contract, and
the breaching party shall be liable for actual and consequential
damages to the non-breaching party.
vi. If either party obtains actual knowledge that a subcontraptor
performing work under this contract knowingly employs or contracts
with an illegal alien, that party shall:
(a) Notify the subcontractor and the other party within three
days that the party has actual knowledge that the
subcontractor is employing or contracting with an illegal
alien; and
(b) Terminate the subcontract wfth the subcontractor 'rf within
three days of receiving the notice required pursuant to
subparagraph (a) above, the subcontractor dces not stop
employing or contracting with the illegal alien, unless the
subcontractor provides information to establish that the
subcontractor has not knowingly employed or contracted
with an illegal alien.
k.
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i. Both the Hospital and the Ambulance District are "Covered
Entities" within the meaning of the HIPAA Privacy Rule, (the
"Standards for the Privacy of Individually Identifiable Health
Information"), which is codified at 45 C.F.R. Parts 160 and 164.
The Hospital has or will disclose "protected health information" to
the Ambulance District and the Ambulance District has or will
disclose "protected health information" to the Hospital as a
Business Associate in connection with the services provided herein.
As such, under the Privacy Rule, both parties recognize that it will
be a"Business Associate" of the Hospital.
(a) Protected Health Information (PHI) means individually
identifiable health information a party receives, or that a
party creates or receives on behalf of the other, for the
purposes of performing the services under this Agreement.
ii. The following terms and conditions are intended to comply with
the requirements for business associate agreements under the
HIPAA Privacy Rule, and are to be construed to achieve
compliance with those requirements. Any reference in brackets, for
example'[45 C.F.R. §164,504(e)(1))" are references to the specific
Privacy Rule provision that the provisions are intended to address.
iii. In accordance with the Privacy Rule, this Agreement sets forth
the assurances that each party shall appropriately safeguard any
and all PHI disclosed to that party.
iv. Both Parties shall use and disclose PHI only for the proper
management and administration of that party to carry out the legal
responsibilities of the party corosistent with the provisions of 45
C.F.R. §§164,504(e)(4)(i) and (ii). [§164.504(e)(2)(i)].
v. Both Parties shall not use or further disclose PHI other than as
permitted or required by this Agreement or as required by law.
[§ 164, 504 (e) (2 } (ii) (A}],
vi. Both Parties shall use appropriate safeguards to prevent the
use or disclosure of PHI other than as provided for by this
Agreement. [§164.504(e)(2)(ii)(B)j.
vii. Both Parties shall report to the other any use or disclosure of
PHI not provided for by this Agreement of which it becomes aware.
[§ 164.504(e)(2)(ii}(C)].
viii. Both Parties shall assure that any agent of itself to whom it
provides PHI received from or created or received by that party
11
agrees to the same restrictions and conditions that apply to the
Business Associate with respect to such information.
[§ 164.504(ej(2j(ii)(D)).
ix. Both Parties shall make available PHI to the extent
required under 45 C.F.R. §§164.524, 164.526, 164.528.
x. Should either Party receive a request made on behaif of the
Secretary of the Department of Health and Human Services, that
the Business Associate make its internal practices, books, and
records relating to the use and disclosure of PHI available to the
Secretary of the Department of Health and Human Services for
purposes of determining the party's compliance with the HIPAA
Privacy Rule, then lhat Party shall promptly notify the other of
receipt of such a request. Upon written directive from the party to
do so, the Business Associate shall make any such disclosures
requested. However, this provision shall not apply in the event a
court of competent jurisdiction deterrnines, in response to any
challenge raised by the party that the Privacy Rule provision
requiring the inclusion of this provision in the Terms and
Conditions is unenforceable or invalid.
xi. Upon termination of this Agreement the Hospital will extend the
protections of this Agreement to the information retained and limit
further uses and disclosures to those purposes that make the return
or destruction of the information infeasible. (§164.504(e)(2)(ii)(I)].
xii. The Hospital may terminate this Agreement if it determines the
Ambulance District has violated a material term of this section.
[§ 164.504(e)(2)(iii)]
xiii. These terms and provisions are intended for the sole benefit of
the parties and do not create any third party beneficiary rights.
VII. MISCELLANEOUS PROVISIONS
a. Autonomous control. It is stipulated that this Agreement constitutes
a full discussion of the concems of the Ambulance District with respect to
the operation of the ambulance service and subject to the discussions of
the JOC all managerial, personnel and administrative functions are hereby
delegated to the Hospital.
b. Audit and Ins~ection of Records. The Hospital shall permit an
authorized representative of the Ambulance District to inspect and audit all
data and records of the Hospital relating to its performance under the
Contract up to three (3) years after final payment of this Contract.
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c. Prohibited Interest. No official, o~cer, or employee of Pitkin County
shalf have any interest, direct or indirect, in this contract or the proceeds
thereof as prohibited in Article 7 of the Pitkin County Procurement Code.
d. Remedies. In addition to other remedies it may have for breach of
the prohibition against contingent fees, gratuities, and kickbacks, the
Ambulance District shall have the right to:
i Terminate this Contract without liability;
ii Debar or suspend the offending parties from being a
contractor or sub-contractor under County contracts;
iii Deduct from the contract price or consideration, or otherwise
recover, the value of anything transferred or received by the
Hospital; and
iv Recover such value from the other offending parties.
e. Indemn'rfication. As further consideration for this Agreement, and to
the extent permitted by law, each party agrees to release, indemnify and
save harmless the other party, and its officers, agents, and employees, as
set forth in this paragraph and subparagraphs i and ii.
i. The Hospital agrees to release, indemnify and hold
harmless the Ambulance District, and all of its officers, agents, and
employees, against any and all claims or causes of action of any kind
arising out of damage to real or personal properly, or injury and/or death
to persons, including the property, agents, or employees of the
Ambulance District, resulting in any way from the operations of the
Hospital and/or the Ambulance Service in connection with this
Agreement. Further, the Hospital shal! indemnify and save harmless the
Ambulance District and its officers, agents, and employees from any and
all claims, damages, suits, costs, expenses, liabilities, actions, or
proceedings of any kind or nature whatsoever, including Workman's
Compensation claims, of or by any person, in any way resulting from
or arising out of, either directly or indirectly, the operations of the
Hospital and/or the Ambulance Service in connection with this
Agreement. This indemnification shall be deemed to include the acts
and omissions of all o~cers, employees, representatives, suppliers,
invitees, contractors, and agents of the Hospital and/or the
Ambulance Service. The minimum insurance requirements, as set forth
within, shall not be deemed in any way to limit or define this
indemnification, or the obligations of either party.
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ii. The Ambulance District agrees to release, indemnify and
save harmless the Hospital, and all of its o~cers, agents, and
employees, against any and all claims or causes of action of any
kind arising out of damage to real or personal property, or injury
and/or death to persons, including the property, agents, or
employees of the Hospital, resufting in any way from the operations
of the Ambulance District (including its dispatch, vehicle
maintenance, and Joint Operating Committee obligations) in
connection with this Agreement. Further, the Ambulance District
shall indemn'rfy and save harmiess the Hospital and its officers,
agents, and employees from any and all claims, damages, suits,
costs, expenses, liabilities, actions, or proceedings of any kind or
nature whatsoever, including Workman's Compensation ciaims, of
or by any person, in any way resulting from or arising out of, either
directly or indirectly, the operations of the Ambulance District in
connection with this Agreement. This indemnification shall be
deemed to include the acts and omissions of all officers,
employees, representatives, suppliers, invitees, contractors, and
agents of the Hospital and/or the Ambulance Service. The minimum
insurance requirements, as set forth within, shall not be deemed in
any way to limit or define this indemnification, or the obligations of
either party.
f. Insurance. The Hospital agrees to maintain comprehensive and
professional liability insurance policies, in form and company acceptable
to and approved by the Ambulance District, covering all operations of the
Hospital and/or Ambulance Service in connection with this Agreement in
the amount, of Three Million Dollars {$3,000,000). The County and
Ambulance District shall be named as co-insured on said policy or policies
of insurance, and a copy or certificate evidencing such policy and
coverage shall be delivered to the Ambulance District upon execution of
this Agreement. Such policy shall not be impaired or cancelled without
thirty (30) days written notice to the County and the Ambulance District.
Any renewal policies shall be delivered to the County and the Ambulance
District at least fifteen (15) days prior to the expiration date of the previous
policy of insurance. The Ambulance District agrees to maintain
comprehensive liability coverage in an amount of Three Million Dollars
($3,000,000j to cover its operations in connection with this Agreement.
The Hospital shall be named as an additional insured for such coverage,
and a copy or certificate evidencing such policy and coverage shall be
delivered to the Ambulance District upon execution of this Agreement.
Such policy shall not be impaired or cancelled without thirty (30) days
written notice to the Hospital. Any renewal policies shall be delivered to
the Hospital at least fifteen (15) days prior to the expiration date of the
previous policy of insurance. Should either party fail to deliver evidence of
insurance as provided for in this paragraph, the other party must request
14
such evidence of insurance and allow a reasonable time for its delivery
before making any claim of default.
g. Authorization to contract. Each of the parties is lawFully authorized
to provide the functions, service and facilities which are the subject of this
Agreement. This Agreement shall become effective upon the authorization
and approval of the Board of County Commissioners of Pitkin County, and
the Board of Directors of the Aspen Valley Hospital District. No rights
shall be conferred by this Agreement prior to its approval and
authorization, duly enacted by the approving bodies of each party.
h. Sipnature. By subscribing to this Agreement the parties represent
to each other that they have heretofore acquired the necessary approval
and authorization to enter into this Agreement.
i, Titles. Paragraph titles are for reference only and are not part of
this Agreement.
THE REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK
15
IN WITNESS WHEREOF, the parties hereto have executed this Inter-
Governmental Agreement on the days and dates noted in Aspen, Colorado.
ASPEN AMBULANCE DISTRICT, by the.
BOARD OF COUNTY COMMISSIONERS OF
PITKIN COUNTY, COLORADO, its
governing body
ASPEN VALLEY HOSPITAL DISTRICT, by:
q ~ ~ `~~o G? ~~
i erson Date
, ~ - u ~~' ~~
est
Sarpa
Directors
J j~2,?-- ~-~~'t-C~4
Attest: ell Strij s-Arthur, Secretary
Approved as to form:
~
~ .
John Ely '
Pitkin County Att~
~ o ~/~~~
Date
16
~.
~eoa~43G ,.~,1.26
BSS~L(iTION ESTABLISNIliG THB ASPEII AMBUL71liCE ~
_ DISTRICT. A SYBCZIW TI.$IIiG DI6TRICli ID~'IITIlYIHG ~ ~
~ 9
THS 800NDARI$8 T916RSOFJ PHOOIDI9G POR 2BIC~, %<~ ' ~
~'+ $:' _
ADMINISTRATION Ti18R60P~ ID~IFYINf'i TBE REAL "' ,.~
YROpERTY TH6R8BY BBNBPIT807 AND 88T7'Z~ ~~- ~
o e
TF1E INITIAL TAX yLryY p08 $AID D25TR3C1' ~ `- ~
w mn~ C
rv z
Rerolulion No. 8Y - 130 !
t~xEnB, the votar~ of PitkSn County Aaw approYeG a 9ur Rul~
Cherur Anendment sllaring tRa fornaiion of a speclAl~ Lxing dietriei
to £uialsh ambulan.:e servica r3thin the Aspert 6'xa, and
"i:S_
~~~'',~~~, NtlBA8718, the voter~ t7wre6y hare eppxoved the leby ot a iax to
F :uppoTi said ambul.nce di~trict, and
11~RG8, C.R. .(1973 es al~endadl ~Eion 30-]5~-901~-et s~.
prwid~~ a pro¢eauae. fox tIIe ertaDlishwnt OI 2pCCld1~ ElZSYQ~AS~SIICti.
- NOM. THEREPORII~ HS IT REfitiLVBD BY T~ 8(ffi$[I OP ~.C(ll~S4 ~C4IMISBIp98RS
OP PITItI9 COUNTY. ODIAR11DOi
1. Ftiz~ation oF Diatrict. Pui'suant to BpCti.on~..11-1.~Of ~t6e pltk]n
County 8a~ Anls eMrtac, and CAlo=ado Baviesa~-5tatu[e^`(L973, aa amended)
8aekion ]0-3;.-904, sh6 8oa[d of County Cc~iuioa~rlt.bi,~itl[in CounYy,
Colorado doea hereby establiah and fos~ tha X~en ~11i~lriSlaMa Di~irict,
a-apnelal taxinq distYick. Said district 'shell Snclnda i11~of tM
real property vilhin aitkin County, Calorado~, aa~yore wrtiwiariy
deaCii6ed ac follws:
Aogianin4 in the N& corner o1 ,Sactied 3 S~altei~@ `i'9 ~SOUth,
~:T: Rwuge as riest, beerins atiuth alo~-'t~w is.~#,b '~~ ¥Y~:oi
, Seetlaoss3, lo, 15, 32, 2) and 3~~-3a~4j~;~",~~'b`~,::
te
tha
11 SOnth~
mdary 3£
Weat tC t
Y
4.'...i.- .
1 ~
aF~ 1
xwK436 ~ ;.:~.? r
of the aortFuaet qonxtes oY Section 5, Tovnahip 12, eoutL,
~ ReDya 6I Ne~C. T~ence vest alOag.the wnLh bonndary of
Lhe nor[hea~t qonrter enC aortdwst quartar o! 8actioea
~~ 5 and 6. Theace nosYh along Na west boundary oi Uu
aorthre•t quatter ot gnction 6, Tamship 12 South, Renge
~ 9~ ifeat. T4~eace noztp alonq th..~wat houndasy o!
Baationa 31, 3D, 19 aad t6~ wuthrest quar[es oS Sectlc¢
18, Tovn~hip 11 8outh, Fange Bl~liaet. ThaneB wst alonq
~~~ t~e e0uth boundazy of Seetian 13~ahd thenCe notth aloAq
~- khe reM bomdary of eections 13 ~Md 12, Township 11 Swth.
Ranga 85 Nasl. 7~heace re~t along tM wuih boundary ef
Saetion~ 2, 3 and !~ Somship 11 fiOUih, A~nge 85 Nast.
4Mnce 'on[A nlonq iha ea~t 6cundary Of S~ation~ e and
~
~ 17, ^_bvnaLip 11 Bouth~ aanqa BS~~W~sc~. 1L.net vaet nlonq
"
- ~
~ t6e wutR bounAery of Sectiona 17
kad :iB, Township 11
souch, aange B3 Nese. Thenca vs~i ~s~i~g tha wuth
boundary of Section 13 and north~ri~g<t4n rert bonpCary
. o! Sectlon 13~md 12 aad oait eloo§ tbL+ absip bo~ndary
' of SeC[ioa 12, Tovnrhl 11 Swth,~~
o
~
8
~
~
~~ east Alonq tha noreh ti
~daYy ot.:$
.i
Dh
T~wnehiy11 South,
7,
~ RaDqe 85 NasC. ThmcO natkh alcIIijv'y~ 1Ntitt 6oundasy of
~`
~E"~
= Section 5, Ra.n~hlp 13 eauth~ YSUtj~~ ye~{, Thance north
alo
tl
v
sc b
u
d
f
iCSY
, e
nq
w
o
n
sry o
Sect
~ ~I, ]9, 43, 17, 8
4~
~ and 5, ?orn~hi.p 10 Swth, $ai~gb3~s'r k. 4hrnaa nosth
i~
°
• elmig the vartebounCary 6f SACtio7i
3 29, 20~ 17 an6
~" B, ibrn~hip~9 Bout4~~Fanqe.B5 IiaYY_,"'~nca r~si along
tha .out6 DWnGry of.'SeCtion 5.'l~dYdshiP ~4 ~Dwth. Aan9e
HS iNet. Tlienes vaat along rha r6ai3ifla~Qasy: oS Sectioa
1, thanee no~tb alonq tAU wit ~r"~t.~geetion 1,
rLence aa
t
i
tide n
6
b "'
^'
c
s
.a
pnq
6rt
.
;bl
Sa
Llon 1,
' TovnehiP 9:Si5Bih. Raage.BB Shst.-~:.~e~eAat elmq the
n~tb bomAiry o£ $aCtionr 6. S.'7i ~}~,7,~apd 1. To~mship
9 8outd. W~t~~ HS W~t. xhexe eaft as'dbn4 t!w nasN bounEery
of BeCtiOni-~:6.-S. { and 3~ '!oY'1sL1$ ~~>Btl11U. Fange 81
Ns~i to !M northeae[-.coinez b~'~~L#ol`i'3~, -weclnAing
theYeSro~ any~ ueas cartehtly il~e"uitfd in thi enowmsa)
WildeaY riie Diatsiet-aqd the Seaslt' $i~d 8urs1 lSSe
_ Distzict. -~ ~ ~ ' ~
A anp of uiE Dis[zict ia ineludad herevzth~ana.inCOYporeted hezain
by thia sefazesroe.
2. P.u2pow and 8ervice of.-Distsict. Said:Oibt[ict in fosmad
for tho purpo.a of psovidiag ambulanee setvico-to:the aras anbraced
vithin aaid District bounderies. Said aervice~sl1a11 be providnd
in the fashion, enQ under the terms and.condiitaa.y ~s ~ay be heieafter
defineA end aet Eosth by th6 qovexTinq boud oF'.~aid Disfslet.
3. Gove[ninc eoard. The aoazd af Comfy'GCi~isaionara of
Pilkin Caanty, Colorada, shall ba CLe qcvernitl§;.~osrd of uid 1lmbulmce
DisYSict. ~e auc~, the Board of County COpniNY'OOica.~ay aates
into contraets, levy tazea, provide for'tLe~:apit~kion of the District'i
aecvicaa, sei rules md zeguletiona fot ~the~u.e bf~,~isuiat ssrvicef,
and pertorm my md all ~other acts euwaatily 9a~alsary for Lhe
goveralaq aM op~ratioa of the Awbulawce.DisErlc~~ti 3n.~so doiag,
tAe 8oard of CWnty C~asiaeionors aay perfoie aa~ abt~ tor rhic4
# t^
lp8Clfie authoxity is giaated:~.tiy _otord7b L31Irr ~~.~rith My
3i a
acta raaonebly necss~eTy m~carsy ovt..ac}II -~jM~ M1~ally aatAorixeA
.- - .. t ;c.,:~~.
byfatattite. ~ - ~ ; °
_ . . .'.... ~„~!..,•`~:~
,. . ..:t' > _
. . _ ... _ , .. ..... m~b~s~:,t ..
2
l~
~~ i'u:i(+O
{. aeal Prooariv esnefited by ]1mb~lauc! Barvio6~. Tho gperA Of
Cwniy Co~is~iav~ers of 8ltkln Cpnttty. ~plprado. :lrieyy.:tlnds tMt
all real property included rithin tha Di~tsicti., iacia~]Liq but noc limiied
io, that ueed for reaidantiel, bneineas, carnccial,:Jllariiufacturinq,
aining, rnilroad, aqricultural or induatYlal~purppqy; r«aivea a dlrect
benefit froa the qzy;cye of tRe Dittzict.
5' K°~°d °f plnanci a rar YM bi~LriM. TAs oparationi oZ tM
l~sbulenea uisirlet rill be finaeced by [fie .taz reven~~ Eerivad from
Uw ~511 levy set herain, toqetitisr rStti~AOnekions, If~:t~~, ~a contract
Pey~lnts. Yhe Boud of County~Caili~sioner~ ~Lall zad,~JW~~.apa approve
!be etlnual budgpt for ihe ai~trict as provided by iy~i::~fEn. }he y~qe~el
feuntY eudgat. ..
' 6. Laarina and~.Feiition~-for Bsc1usicn A p~1i~Fhifc',tng to
.emsidec }be peeeaqe of this PtlaulutionJ'f3~ io~,tr. ~ ~..
- ti~8~.'ih~~ ebov6
eox:teea t~r,uianc. usst:tcc, md th8 D1jLtSCt~i ~; •
' 1~ny7~E~";;bli~q~t Yill
b° ~YQ ~n ~NOVti~bar e. 1962, ac.1.~5 p.M. i~u tllid -i:~~ ~~ .
C6~~'~i~~NZ~.i~ou~
'~.::. of !he Pitkin County CburUouia. S06 8. Matn,.'$Rraet.'~
~ , _. Co1vraAO.
At aaid haecinq~ .my zasiden! elacCOt of t7ia~.CoiiFity Yi11 ~be heyr3
.. ~4u~9 ~~ ~P~poeed DieYriet, iacluAin4 yw~iypn~ p~ ~'lu~lop 1p
ot ezclusLOh fid~ tpe DirtiiCt. 11ny oraer of r2a1
.. - ~~' Snciud~t
riihia tpe DiBt[iCt ~ay petiYiea Yha eoard.o! CqY~ty .,~e~~ypr~,
~~ Sa vYiting, tor ~zclu~ion fras tKe Diauict-on ,}hz y~~~~."~~t.tiboir
vr„ 2,
~ _ Pzoperty~.vill rsceiw no~flixact Deqe£it frcr~tha pra~oy'~~",j~pa1~Ce
DisYrict. esid pakiYions sl:ell tia revlMed and Sy3k~y , v"~. .
u~Ca at~ Y~e 1~earlaq. ~.
7. .eettina o! Initial Tex Lew. ?hare~is hezebq~~~.,'Ly'v~l3, for
_ - the Furpoee o! financinq md operatin9 the stlrvice6 Of ~E'~,Jl~bulance
Dietriet duriag [he 1983 HuBget year~ a tax~oP 82 ~i11in`^:pp~p euh
,.:
dolla= oY .tlfe kotal valuation for :h~~esaent of all t~ldyid`s pioper~y,
~ ritbin ths ]1~pula~~~ Dietrict. ~
. IHSA6~[iC6D. RB71D~ A~Hi P11S88~ OPOtl PIRBT REiDYlC~',~,8f~171~ OP
Q00lS`CUIM388~Id@PS OF PS2AIDI COGllS. C07qp7lpp~ }~ ~
~eeis`xc ~ ocroesie i~, isaxr wo oa~ rvbk#3~ 3~r'a#~,1~t, `
~ ~n~m+vsu'oro~.euer.ic~ea~te~c:i~.~~ooru:a~Nai+~isis'~.•huor
IIOVlilBBdt, 1§el.. - ~ .
af
, ~F
~ w
~"" . . _ . ~ _ . - ,.,3 ~'~ z ~. ; ...
- ,ao `~~~ ~ ,,. ~ t 4w-'.
~D
d
~.+._.. 't~-.:r'xlff^~':~:
6ooM~~i ~:._Z`.~
ise3
~umwNCe aoncar
eman-nea caQ,u~sa
19t0
~ 1981
ecraa 19l2 1983 °~~ i?,;,~.
. rsrnunn smccr
csvA~
~+rW
6WeL1 Mnc~ 835.9l8
6
063 d17~079
•
2
i 546.70t .553.400
Cw[eibvtiaw .
3.970 .
5
1
097 1,543
~ t;30G
S
,`.
C6tf~t3o A¢po~e Lt~nt .
969 LsUDO~ pp
1
360~
Bu-ifY~~~T
~~~c7 Z6.932
26.95Y 30.179
70:179 {6 6f6~
36 d92- ,
...`
- -
NLli.
~f (:!2 n11^>
-
--
' .
~ -- f0i01~~~~V-10l.773.37
9oipihl S_g•027 6t:022 ~1•.5pp~~ _~_r~ ~j'... ;.. ..
smeu uvs0s aiso.esz vin.~~ aw..ieo: ` s3~i1ss3
'
~rofm~s
.. s:f.rt...~n.:ma . .
~°:M^iPicai
3r
a3i~ 59.027 66:0Y1 71.b6U~- 7~~30~ ..
7
~,~°~ 39.M7 6i~Ot3 )I.Eilb~
~ 1ip(Qp
~ _ 8.690 l,)00
- ~5: '
y
~7~1~s4a~.~ SziP~
12.493
i~291
3.U93
1~~92-
'2.~Of1:
{y~~'
1Y
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.
.
~lcYJi~~
If~7iiLii~ta - 9.059 3.~45.
~ ,
3i~93:
` ...
~~?iCfs;;l~dueatloa
' 2~2L2'.ae Nape~a~ ihYte-0 -
1.505
!f 2f0
1~682 105
l,~pp 1~
p.-
2~.A '~
~ -;
-
_ ..~_%9 ~.. y~p.
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.,. TeEa1 Mr~e[ 1~2.p52 149.{68 168:392 181~195 ~i
TYAiraet-~.]nel/ i
_ FtYye:bSSt 2Y.210 28.OB0 ~28.600 J2i8d0 .See ~ituLed ~
.. C~p1b1~$ipaYt. 6,630 191 .7T2 ~5(q y
; ~I~Mllad"e~~$fekiug
'
"t~ei _ '- ~- I5.000 ~
T~~ ~IT~'s S1fi0,893 9177,739 SI9i;714 S2R9,S55
~
~~Y~^d htip~u i75 37t 375 t00 ~
., lAli~=iiae.lqulvelmU 7.20 7_68 7.60 7.,60
V~~~ nr ~h~ Pott 70 85
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