HomeMy WebLinkAboutC-8289-1 - Reimbursement Agreement for the Community Paramedicine Pilot Programco
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REIMBURSEMENT AGREEMENT
WITH FOUNTAIN VALLEY URGENT CARE
v FOR THE COMMUNITY PARAMEDICINE PILOT PROGRAM
THIS REIMBURSEMENT AGREEMENT ("Agreement") is made and entered into
as of this 30th day of September, 2015 ("Effective Date'), by and between the CITY OF
NEWPORT BEACH, a California municipal corporation and charter city ("NEWPORT
BEACH"), and COASTAL FAMILY MEDICINE, INC., a California corporation doing
business as ("DBA") FOUNTAIN VALLEY URGENT CARE ("FVUC") whose address is
18785 Brookhurst Street, Suite 101, Fountain Valley CA 92708, and is made with
reference to the following:
RECITALS
A. NEWPORT BEACH is a municipal corporation duly organized and validly existing
under the laws of the State of California with the power to carry on its business
as it is now being conducted under the statutes of the State of California and the
Charter of NEWPORT BEACH.
B. On November 14, 2014, the California Emergency Medical Services Authority
("EMSA") was approved by the Office of Statewide Health Planning and
Development ("OSHPD") Health Workforce Pilot Projects ("HWPP") program to
pilot Community Paramedicine in twelve (12) sites across the state. One of the
approved pilot projects is the Orange County Alternate Destinations Pilot Project
("OCADPP") led by the Orange County Fire Chiefs' Association ("OCFCA") and
includes the cities of Fountain Valley, Huntington Beach and Newport Beach.
C. Under the leadership of OCFCA, the OCADPP explores a regional approach to
Community Paramedicine and will study if paramedics with advanced training
can safely determine if 9-1-1 patients with non-critical conditions can be
transported to urgent care centers instead of to emergency departments ("EDs")
utilizing approved medical protocols. The overarching goal of this project is to
transport 9-1-1 patients to the right level of healthcare services from the onset to
free up the EDs to care for more critical patients.
D. The objectives of the pilot study are to determine whether applying this new
intervention is safe, effective at reducing costs, and maintains patient
satisfaction. Success of the pilot project will be measured through data collection
regarding patient outcome, patient satisfaction, and cost of services indicators.
Local and State evaluators from University of California Irvine ("UCI"), Orange
County EMS, and the State EMS Authority will be conducting the research and
validating the data.
E. Each fire department has selected a cadre of Alternate Destination Paramedics
("ADPs"). The ADPs have attended advanced training and successfully passed
written and practical evaluations that ensure the competency of ADPs in making
the determination that 9-1-1 patients with non-critical conditions can be
transported to an urgent care center. Ultimately, the patient must consent to
enrollment in the study and agree to be transported to a designated urgent care
center.
F. FVUC has been identified as an OCADPP member and designated as an Urgent
Care Center ("UCC').
G. NEWPORT BEACH has been identified as an OCADPP member and designated
as the fiscal agent. As the fiscal agent, NEWPORT BEACH is responsible for
dispersing grant funds it receives on behalf of the OCADPP to other OCADPP
members to specifically cover the cost of operations related to the OCADPP.
H. As of the Effective Date, NEWPORT BEACH has received grant funds from the
Hoag Hospital Community Benefit Program and California Healthcare Foundation
to cover the cost of operations for the OCADPP. The terms of the grant from the
Hoag Hospital Community Benefit Program and California Healthcare Foundation
are attached hereto as Exhibits A (Grant Award Letter from HOAG Hospital) and
B (Grant Award Letter from California Healthcare Foundation) respectively and
incorporated herein by reference.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. TERM
The term of this Agreement shall commence on the Effective Date and shall
terminate on June 30, 2017 unless extended or terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
2.1 NEWPORT BEACH and FVUC acknowledge that the above Recitals are
true and correct and are hereby incorporated by reference. FVUC shall diligently
perform all the services described in the Scope of Services attached hereto as Exhibit C
and incorporated herein by reference ("Services").
2.2 Specific Obligations and Rights of Newport Beach
2.2.1 NEWPORT BEACH shall act as the fiscal agent by receiving
invoices and reimbursing FVUC pursuant to the Reimbursement Amounts attached
hereto as Exhibit D and incorporated herein by reference.
2.3 Specific Obligations and Rights of FVUC
2.3.1 FVUC shall act as a UCC. FVUC shall perform all the services
described in the Scope of Services attached hereto as Exhibit C and incorporated
herein by reference. FVUC shall also comply with and be fully bound by all applicable
provisions of Exhibits C and D hereto. FVUC shall notify NEWPORT BEACH
FOUNTAIN VALLEY URGENT CARE Page 2
immediately upon discovery that it has not abided or no longer will abide by any
applicable provision of Attachments C and D hereto.
3. REIMBURSEMENT
3.1 NEWPORT BEACH shall reimburse FVUC for the Services on a time and
expense not -to -exceed basis in accordance with the provisions of this Section, the
Reimbursement Amounts and the Billing Process attached hereto as Exhibits D and E,
respectively and incorporated herein by reference. NEWPORT BEACH shall not utilize
or provide any funding other than the grant fundsit receives on behalf of OCADPP to
cover the costs of operations related to the OCADPP.
3.2 FVUC shall submit monthly invoices to NEWPORT BEACH describing the
Services performed the preceding month. FVUC'S invoices shall include a brief
itemized description or statement of the Services performed, (including the specific task,
procedure, any medication(s) prescribed and/or administered) and the date the Services
were performed. Supporting documentation, such as insurance payments received,
insurance denial letters and/or any attempts for collection prior to submitting monthly
invoices must be attached to monthly invoices. To the extent sufficient grant funds
exist, NEWPORT BEACH shall pay FVUC no later than thirty calendar (30) days after
approval of the monthly invoice by NEWPORT BEACH staff.
3.3 NEWPORT BEACH shall reimburse FVUC only for those costs or
expenses specifically approved in this Agreement, or specifically approved in writing in
advance by NEWPORT BEACH.
3.4 NEWPORT BEACH may terminate this Agreement and be relieved of the
payment to FVUC if a) FVUC fails to perform any of the covenants contained in this
Agreement, including but not limited to Attachments C and D hereto, at the time and in
the manner herein provided, or b) NEWPORT BEACH loses funding under the grant.
4. PROJECT MANAGER
4.1 FVUC shall designate a Project Manager, who shall coordinate all phases
of the Project. This Project Manager shall be available to NEWPORT BEACH at all
reasonable times during the Agreement term. FVUC has designated Joan Boughey to
be its Project Manager. FVUC shall not remove or reassign the Project Manager or any
personnel listed in Exhibit C or assign any new or replacement personnel to the Project
without the prior written consent of NEWPORT BEACH. NEWPORT BEACH'S
approval shall not be unreasonably withheld with respect to the removal or assignment
of non -key personnel.
4.2 FVUC, at the sole discretion of NEWPORT BEACH, shall remove from the
Project any of its personnel assigned to the performance of Services upon written
request of NEWPORT BEACH. FVUC warrants that it will continuously furnish the
necessary personnel to complete the Project on a timely basis as contemplated by this
Agreement.
FOUNTAIN VALLEY URGENT CARE Page 3
5. ADMINISTRATION
This Agreement will be administered by the Fire Department. NEWPORT
BEACH's EMS Division Chief or designee shall be the Project Administrator and shall
have the authority to act for NEWPORT BEACH under this Agreement. The Project
Administrator shall represent NEWPORT BEACH in all matters pertaining to the
Services to be rendered pursuant to this Agreement.
6. RELATIONSHIP BETWEEN THE PARTIES
It is understood that FVUC shall act in an independent capacity in the
performance of this Agreement and shall not be considered an officer, agent or
employee of NEWPORT BEACH or of the entity from which NEWPORT BEACH
received grant funds. The manner and means of conducting the Services are under the
control of FVUC, except to the extent limited by statute, rule or regulation and the
expressed terms of this Agreement. Nothing in this Agreement shall be deemed to
constitute approval for FVUC or any of FVUC'S employees or agents, to be the agents
or employees of NEWPORT BEACH. Nothing in this Agreement shall create any
contractual relationship between NEWPORT BEACH and any subconsultant nor shall it
create any obligation on the part of NEWPORT BEACH to pay or to see to the payment
of any monies due to any such subconsultant other than as otherwise required by law.
FVUC shall have the responsibility for and control over the means of performing the
Services, provided that FVUC is in compliance with the terms of this Agreement.
7. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of NEWPORT BEACH.
8. SUBCONTRACTING
The subcontractors authorized by NEWPORT BEACH, if any, to perform Work
on this Project are identified in Exhibit C. FVUC shall be fully responsible to NEWPORT
BEACH for all acts and omissions of any subcontractor. Nothing in this Agreement shall
create any contractual relationship between NEWPORT BEACH and any subcontractor
nor shall it create any obligation on the part of NEWPORT BEACH to pay or to see to
the payment of any monies due to any such subcontractor other than as otherwise
required by law. NEWPORT BEACH is an intended beneficiary of any Work performed
by the subcontractor for purposes of establishing a duty of care between the
subcontractor and NEWPORT BEACH. Except as specifically authorized herein, the
Services to be provided under this Agreement shall not be otherwise assigned,
transferred, contracted or subcontracted out without the prior written approval of
NEWPORT BEACH.
FOUNTAIN VALLEY URGENT CARE Page 4
9. RECORDS
FVUC shall keep complete and accurate records and invoices in connection with
the OCADPP and Services provided and any costs charged to NEWPORT BEACH for a
minimum period of three (3) years, or for any longer period required by law, from the
date of final payment to FVUC under this Agreement. All such records and invoices
shall be clearly identifiable. FVUC shall allow a representative of NEWPORT BEACH to
examine, audit and make transcripts or copies of such records and invoices during
regular business hours. FVUC shall allow inspection of all work, data, documents,
proceedings and activities related to the Agreement for a period of three (3) years from
the date of final payment to FVUC under this Agreement.
10. INDEMNIFICATION AND HOLD HARMLESS
10.1 General Indemnity and Hold Harmless.
10.1.1 To the fullest extent permitted by law, FVUC shall indemnify,
defend and hold harmless NEWPORT BEACH, its City Council, boards and
commissions, officers, agents, volunteers and employees (collectively, the "Indemnified
Parties') from and against any and all claims (including, without limitation, claims for
bodily injury, death or damage to property), demands, obligations, damages, actions,
causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and
expenses (including, without limitation, attorneys' fees for counsel acceptable to
NEWPORT BEACH, disbursements and court costs) of every kind and nature
whatsoever (individually, a Claim; collectively, "Claims'), which may arise from or in any
manner relate (directly or indirectly) to any breach of the terms and conditions of this
Agreement, any work performed or services provided under this Agreement including,
without limitation, defects in workmanship or materials or FVUC'S presence or activities
conducted in connection with the OCADPP and Services provided under this
Agreement (including the negligent, reckless, and/or willful acts, errors and/or omissions
of FVUC, its principals, officers, agents, employees, vendors, suppliers, consultants,
subconsultants, anyone employed directly or indirectly by any of them or for whose acts
they may be liable, or any or all of them.)
10.1.2 Notwithstanding the foregoing, nothing herein shall be
construed to require FVUC to indemnify the Indemnified Parties from any Claim arising
from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this
indemnity shall be construed as authorizing any award of attorney's fees in any action
on or to enforce the terms of this Agreement. This indemnity shall apply to all claims
and liability regardless of whether any insurance policies are applicable. The policy
limits do not act as a limitation upon the amount of indemnification to be provided by
FVUC.
11. NOTICES
11.1 All notices, demands, requests or approvals, including any change in
mailing address, to be given under the terms of this Agreement shall be given in writing,
FOUNTAIN VALLEY URGENT CARE Page 5
and conclusively shall be deemed served when delivered personally, or on the third
business day after the deposit thereof in the United States mail, postage prepaid, first-
class mail, addressed as hereinafter provided.
11.2 All notices, demands, requests or approvals from FVUC to NEWPORT
BEACH shall be addressed to NEWPORT BEACH at:
To NEWPORT BEACH: City of Newport Beach
Attention: EMS Division Chief
P.O. Box 1768
100 Civic Center Drive
Newport Beach, CA 92658
11.3 All notices, demands, requests or approvals from NEWPORT BEACH to
FVUC shall be addressed to FVUC at:
To FVUC: Fountain Valley Urgent Care
Attn: Joan Boughey
18785 Brookhurst St, Suite 101
Fountain Valley, CA 92708
12. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, FVUC shall submit to NEWPORT
BEACH, in writing, all claims for compensation under or arising out of this Agreement.
FVUC'S acceptance of the final payment shall constitute a waiver of all claims for
compensation under or arising out of this Agreement except those previously made in
writing and identified by FVUC in writing as unsettled at the time of its final request for
payment. FVUC and NEWPORT BEACH expressly agree that in addition to any claims
filing requirements set forth in the Agreement, FVUC shall be required to file any claim
FVUC may have against NEWPORT BEACH in strict conformance with the Government
Claims Act (Government Code sections 900 et seq.).
13. TERMINATION
13.1 In the event that either party fails or refuses to perform any of the
provisions of this Agreement at the time and in the manner required, that party shall be
deemed in default in the performance of this Agreement. If such default is not cured
within a period of two (2) calendar days, or if more than two (2) calendar days are
reasonably required to cure the default and the defaulting party fails to give adequate
assurance of due performance within two (2) calendar days after receipt of written
notice of default, specifying the nature of such default and the steps necessary to cure
such default, and thereafter diligently take steps to cure the default, the non -defaulting
party may terminate the Agreement forthwith by giving to the defaulting party written
notice thereof.
FOUNTAIN VALLEY URGENT CARE Page 6
13.2 Notwithstanding the above provisions, NEWPORT BEACH shall have the
right, at its sole and absolute discretion and without cause, of terminating this
Agreement at any time by giving no less than seven (7) calendar days' prior written
notice to FVUC. In the event of termination under this Section, NEWPORT BEACH
shall pay FVUC for Services satisfactorily performed and costs incurred up to the
effective date of termination for which FVUC has not been previously paid. On the
effective date of termination, FVUC shall deliver to NEWPORT BEACH all reports,
Documents and other information developed or accumulated in the performance of this
Agreement, whether in draft or final form.
14. STANDARD PROVISIONS
14.1 Recitals. NEWPORT BEACH and FVUC acknowledge that the above
Recitals are true and correct and are hereby incorporated by reference into this
Agreement.
14.2 Compliance with all Laws. FVUC shall, at its own cost and expense,
comply with all applicable statutes, ordinances, regulations and requirements of all
governmental entities, including federal, state, county or municipal, whether now in
force or hereinafter enacted. In addition, all work prepared by FVUC shall conform to
applicable NEWPORT BEACH, county, state and federal laws, rules, regulations and
permit requirements and be subject to approval of the NEWPORT BEACH.
14.3 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent
breach of the same or any other term, covenant or condition contained herein, whether
of the same or a different character.
14.4 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged
herein. No verbal agreement or implied covenant shall be held to vary the provisions
herein. In the event there are any conflicts or inconsistencies between this Agreement
and any other communication between the parties, the terms of this Agreement shall
govern.
14.5 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
14.6 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
14.7 Controlling Law and Venue. The laws of the State of California shall
govern this Agreement and all matters relating to it and any action brought relating to
FOUNTAIN VALLEY URGENT CARE Page 7
this Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
14.8 Equal Opportunity Employment. FVUC represents that it is an equal
opportunity employer and it shall not discriminate against any subconsultant, employee
or applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex, age or any other impermissible basis under law.
14.9 No Attorney's Fees. In the event of any dispute or legal action arising
under this Agreement, the prevailing party shall not be entitled to attorney's fees.
14.10 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one and the same instrument.
14.11 No Third Party Beneficiaries. This Agreement is entered into by and for
FVUC and the NEWPORT BEACH, and nothing herein is intended to establish rights or
interests in individuals or entities not a party hereto.
14.12 Force Majeure. Except for the payment of money, neither party will be
liable for any delays or other non-performance resulting from circumstances or causes
beyond its reasonable control, including without limitation, fire or other casualty, Act of
God, strike or labor dispute, war or other violence, acts of third parties, or any law,
order, or requirement of any governmental agency or authority other than that of the
parties.
14.13 Modification. Alteration, change, or modification of this Agreement shall
be in the form of a written amendment signed by both parties and approved as to form
by the City Attorney.
[SIGNATURES ON NEXT PAGE]
FOUNTAIN VALLEY URGENT CARE Page 8
IN WITNESS WHEREOF, the parties are signing this Agreement as of the
Effective Date.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: I o I,6I 1 V
By: V11 L_
Aaron C. Harp off'
City Attorney
ATTEST:
Date: 6
By: G�--
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
r
By:
Dave Kiff
City Manager
REQUESTED AND REVIEWED:
Fire Department
Date: NOV T 2016
By:
Scott Poster
Fire Chief
COASTAL FAMILY MEDICINE, INC., a
California corporation doing business
as ("DBA") FOUNTAIN VALLEY
URGENT CARE
Date:
Btsz;��
Barry Behrstock
President
Date:—//// 4 G
gyc!�E ��--
Barry Behrstock
Secretary
[END OF SIGNATURES]
Attachments: Exhibit A — Grant Award Letter from HOAG
Exhibit B — Grant Award Letter from California Healthcare Foundation
Exhibit C — Scope of Services
Exhibit D — Reimbursement Amounts
Exhibit E — Billing Process
Exhibit F — Election and Consent Form
FOUNTAIN VALLEY URGENT CARE Page 9
EXHIBIT A
GRANT AWARD LETTER FROM HOAG
FOUNTAIN VALLEY URGENT CARE Page A-1
ATTACHMENT A
MOnMEMORIAL HOSPITAL
GSPIiAI 0p7
70E0SBYi'E'R1AM
hoag wie.,,CPFO9f7GSE8?
May 14, 2015
Chief Randy Bruegman
Orange County Fire Chiefs' Association
2400 E. Orangewood Ave
Anaheim, CA 92806
Dear Chief Randy Bruegman,
Congratulations! We are pleased to inform you that a grant in the amount of $50,685 has
been approved by Hoag Memorial Hospital Presbyterian Community Benefit Program for the
project titied Orange County Alternate Destinations Pilot Project.
Our mission as a nonprofit, faith -based hospital is to provide the highest quality health care
services to the communities we serve. We are excited to partner with your organization in
fulfilling our mission and the unmet needs of our community. Acceptance of this grant y
acknowledges agreement to the following:
• The grant term: July 1, 2014 -June 30, 2015
• The funds must be used specifically for the designated project listed above as outlined
in your FY15 grant application
• Maintain your records to show and account for the uses of grant funds
• Your organization must notify us immediately if there is any change in your public
charity status
• We will be sending a request for a progress report and a final report in the months to
come. More details to follow.
Please submit an invoice with the specified project title and approved amount to:
CommunityBenefitGrantsfthoae ore. After we receive your invoice, please allow 2-4 weeks
for the delivery of the grant check.
Once again, congratulations on this recognition of the great work you do to serve the
community. We look forward to working with you during the coming year.
Sincerely,
C�t
Gwyn Parry, MD
Director Community Benefit
Minzah Malik, N1PH, MBA
Manger Community Benefit
, w ll ; W> A
Michael[ Rose, MSW, tCSW
Director of Community Programs 9 18-3