HomeMy WebLinkAboutProfessional Service Agreement with St Lukes Regional Medical Center for Employee Wellness ProgramSt. Luke's Regional Medical Center, Ltd.,
Service Agreement
(Wellness)
This Agreement is made as of September 1, 2009 (the Effective Date") by and between
St. Luke's Regional Medical Center, Ltd., an Idaho non-profit corporation ("SLRMC") and
The City of Meridian ("Client").
WHEREAS, SLRMC is a healthcare delivery system dedicated to improving the health of
the population it serves. SLRMC's programs and services include Hospital and
Physician Services, Occupational Health and Wellness Services, and,
WHEREAS, Client, is a municipal corporation organized under the laws of the State of
Idaho; and,
WHEREAS, SLRMC and Client desire to work together to create a long term plan to
improve the health and well being of Client's employees through workplace assessment,
wellness screenings, health promotion services and occupational health services,
including injury assessment, treatment and case management;
NOW THEREFORE, in consideration of the recitals and mutual covenants, agreements,
and inducements contained herein, the parties hereby agree as follows:
I. Duties of SLRMC
a. SLRMC will provide the services outlined in Exhibit "A" (the "Services") attached
hereto and incorporated by reference herein.
b. SLRMC will designate a key contact in the Wellness/Health Promotion area to
serve as liaison for the Services.
c. SLRMC will coordinate all activities with the Client and services will be approved
by the Client Wellness Committee.
d. SLRMC will invoice Client on the 1st day of each month for services rendered
during the prior month.
II. Duties of Client:
a. Client agrees to engage managerial support of the Services.
b. Client will designate a key contact in the Wellness/Health Promotion area to
serve as liaison for such Services.
c. Client will pay each invoice within 30 days of receipt.
d. Client agrees to designate St. Luke's Health Solutions, a division of SLRMC, as a
preferred provider of Wellness/Health Promotion services to Client's employees.
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III. Fees/Compensation:
a. Client agrees to pay for Services performed under this Agreement at rates
identified on Exhibit "B", which is attached hereto and incorporated by reference
herein. Fees for Services not itemized in Exhibit B will be charged at SLRMC's
standard rate in effect at the time services are performed. Said fees shall be
those charged by SLRMC to other customers under similar circumstances.
IV. Requirement of liability and other insurance and ability of either party to
request certificates of insurance:
a. SLRMC agrees to maintain in force during the term of this Agreement contractual
general liability insurance sufficient to cover the obligations assumed under this
Agreement; minimum limits of one million dollars ($1,000,000) per occurrence
and three million dollars ($3,000,000) in the aggregate. This duty shall survive
the termination of this Agreement. Such insurance shall be provided by
insurance company (ies) acceptable to both parties and licensed to conduct
business in the State of Idaho.
b. A certificate of insurance verifying such coverage shall be made available to both
parties at their request. Each party shall notify the other at least thirty (30) days
in writing prior to cancellation, reduction or material change in coverage. In the
event of insufficient coverage as defined in this paragraph or lapse of coverage
by one party, the other party reserves the right to terminate this Agreement.
c. Client agrees to maintain in force during the term of this Agreement contractual
general liability insurance sufficient to cover the obligations assumed under this
Agreement; minimum limits of five hundred thousand dollars ($500,000.00) per
occurrence as required by law. This duty shall survive the termination of this
Agreement. Such insurance shall be provided by insurance company (ies)
acceptable to both parties and licensed to conduct business in the State of Idaho.
V. Term of Contract:
This Agreement shall be valid beginning on the Effective Date and expiring on
September 30, 2010, unless earlier terminated in accordance with the terms set forth
in this Agreement and may be renewed annually by the Agreement of both parties
VI. Cancellation/Termination/Renewal Process:
This Agreement may be terminated and cancelled with or without cause, without
penalty, at any time, by the following methods.
a. Annual Termination: This agreement shall automatically terminate at the end of
each fiscal year (September 30~') and may be renewed by mutual written
agreement of the parties.
b. Termination by Agreement: In the event SLRMC and Client shall mutually agree
in writing, this Agreement may be terminated on the terms and date stipulated
therein.
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c. Termination for Specific Breaches: In the event either party shall breach any
provision of this Agreement, this Agreement may be terminated at the discretion
of either party upon 60 days' prior written notice.
d. Optional Termination: In the event either party to this Agreement shall, with or
without cause, at any time, give to the other at least 120 days' advance written
notice, this Agreement shall terminate on the future date specified in such notice.
e. Failure to Appropriate Funds: In conformity with the provisions of Article VIII,
Section 3 of the Idaho Constitution, in the event that the Client fails to make an
annual appropriation of funds for the costs associated with this Agreement, Client
may terminate this Agreement upon 30 days' prior written notice.
Upon such termination of this Agreement, neither party shall have any future
obligation hereunder except for: (a) obligations accruing prior to the date of
termination, and (b) obligations, promises, or covenants contained herein which are
expressly made to extend beyond the term(s) of this agreement. There shall be no
other penalty for cancellation on either party.
VII. Notice Provisions:
Any notice required or permitted to be given by this Agreement shall be given post
paid, first class, registered or certified mail, or by courier, properly addressed to the
other Party at the respective address as show below:
If to: St. Luke's Regional Medical Center
190 E. Bannock Street
Boise, ID 83712
Attn: Employer Relations Department
with a copy of any notice of default to:
St. Luke's Regional Medical Center
190 E. Bannock Street
Boise, ID 83712
Attn: General Counsel
If to City of Meridian: City of Meridian
33 East Broadway Avenue
Meridian, Idaho 83642
Attn: City Clerk
VIII. Access to Records:
To the extent Section 952 of the Omnibus Reconciliation Act of 1980 (Public Law 96-
499) is found applicable to this Agreement, until the expiration of four years after the
furnishing of service pursuant to this Agreement, both parties agree to make
available upon written request to the Secretary of Health and Human Services, or
upon request to the Comptroller General, or to any of their duly authorized
representatives, this Agreement and books, documents and records that are
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necessary to certify the nature and extent of any costs of the services arising from
this Agreement. Further, if SLRMC carries out any of its duties arising from this
Agreement through a subcontractor with a value or cost of Ten Thousand Dollars
($10,000) or more over a 12-month period, with a related organization, such
subcontract shall contain a clause to the effect that until the expiration of four years
after the furnishing of such services pursuant to such subcontract, the related
organization shall make available, upon written request to the Secretary of Health
and Human Services, or upon request to the Comptroller General, or any of their
duly authorized representatives, the subcontract and books, documents and records
of such organization that are necessary to certify the nature and extent of such costs.
IX. Indemnification: intentionally omitted
X. Non-discrimination:
Neither party will discriminate in employment or provision of services with respect to
age, race, color, religion, military status, sexual orientation and diagnosis, national
origin, disability, source of payment or ability to pay.
XI. Assignment provisions:
This Agreement shall not be assigned or transferred without the express written
consent of either parley to the other.
XII. No Partnership or Agency:
Nothing herein shall create, not be deemed to create, a partnership or an agency
relationship between the parties and neither party is authorized to act on behalf of
the other unless the other has agreed in advance in writing. In all matters pertaining
to this Agreement, SLRMC shall be acting as an independent contractor, and neither
SLRMC nor any officer, employee or agent of SLRMC will be deemed an employee
of Client. The selection and designation of the personnel of in the performance of
this Agreement shall be made by Client.
XIII. Confidentiality:
During the course of this Agreement, Client and SLRMC may communicate certain
information to each other, and/or the parties may come into contact with confidential
proprietary information of each other, its affiliates, members, subsidiaries, or of other
agencies in the context of the relationship described herein. This information shall
include, but not be limited to, individually identifiable medical information. Client and
SLRMC shall:
a. Treat all such information as proprietary and confidential whether or not identified
as proprietary and confidential;
b. Not disclose any such information or make available any reports,
recommendations and/or work products which SLRMC produces for Client to any
person, firm, or corporation, or use it in any manner whatsoever without the prior
written consent of both parties.
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c. Hold each other harmless, to the extent allowed by law, against any claims
arising out of either parties disclosure of proprietary and confidential information
to an unauthorized third party; and
d. Promptly return any such information in its possession upon termination of this
Agreement, or at written request of one to another.
Both SLRMC and Client agree that in the event either party breaches or threatens
to breach the provisions of this section, such breach or threatened breach would
cause irreparable harm to the non-breaching party, and the non-breaching party
would be entitled to injunctive and other equitable relief to prevent such breach or to
remedy an actual breach. Such action my be good cause to terminate this
Agreement without the necessary notice and waiting period.
The obligations set forth in this paragraph shall survive the termination of this
agreement.
Business Associate Requirements.
Client will make disclosures of Protected Health Information (PHI) only as
necessary to perform its obligations under the Agreement.
Obligations of Business Associate ("Client"):
a. Client agrees to use and/or disclose PHI only as permitted or required by
the Agreement or required by law.
b. Client agrees to use appropriate safeguards to prevent use or disclosure
of PHI other than as permitted or required by the Agreement.
c. Client agrees to report to any use or disclosure of PHI that is not
permitted or required by the Agreement of which it becomes aware.
d. Client agrees to require all its subcontractors and agents that create,
receive, use, disclose or have access to PHI to agree, in writing, to the same
restrictions and conditions on the use and/or disclosure of PHI that apply to
Client.
e. Client agrees to make available its internal practices, books, and records
relating to the use and disclosure of PHI to the Secretary of the Department of
Health and Human Services ("HHS") for purposes of determining compliance
with the HIPAA Medical Privacy Regulation.
f. Client agrees to make available, in less than 60 days of receiving a
written request from, information necessary for to make an accounting of
disclosures of PHI about an individual.
g. Client agrees to make available, in less than 30 days of receiving a
written request from, PHI necessary to respond to individuals' requests for
access to PHI about them.
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h. Client agrees to incorporate, in less than 60 days of receiving a written
request from, any amendments or corrections to the PHI in accordance with the
HIPAA Medical Privacy Regulation.
i. If feasible to do so, Client agrees to return to or destroy, within a specified
number of days of the termination or expiration of the Agreement, and retain no
copies of, the PHI, including such information in possession of the Client's
subcontractors.
j. SLRMC may terminate this Agreement if makes the reasonable
determination that Client has breached a material term of the Agreement.
XIV. Compliance with Laws and Regulatory Agencies:
In pert'orming the duties required under this Agreement, Client and shall comply with
all applicable laws, ordinances, and codes of federal, state, and local governments,
as well as Joint Commission on Accreditation of Healthcare Organization Standards.
XV. Governing LawMenue/Choice of Law Provisions:
This Agreement shall be governed by and shall be construed in accordance with the
laws of the State of Idaho, regardless of its choice of law provisions. Any dispute,
controversy or other claim arising out of this Agreement shall be resolved in the State
of Idaho in the Fourth Judicial District Court of Ada County. The parties each agree
that they are subject to the personal jurisdiction of the state and federal courts within
the State of Idaho, and each waives the right to challenge the personal jurisdiction of
those courts over it.
XVI. Validity:
If one or more of the provisions contained in this Agreement is held invalid, illegal or
unenforceable in any respect by any court of competent jurisdiction, such holding will
not impair the validity, legality, or enforceability of the remaining provisions.
XVII. Excluded Provider Warranty:
Each party hereby represents and warrants that they are not and at no time have
been excluded from participation in any federally funded health care program,
including Medicare and Medicaid. The parties hereby agree to immediately notify
each other, in writing, of any threatened, proposed, or actual exclusion from any
federally funded health care program, including Medicare and Medicaid. In the event
that either party is excluded from participation in any federally funded health care
program during the term of this Agreement that party is in breach of this Section, this
Agreement shall, as of the effective date of such exclusion or breach, automatically
terminate.
XVIII. Merger Clause:
This Agreement, including any incorporated exhibits, addendums, and attachments
constitute the entire understanding of the parties with respect to its subject matter.
This Agreement supersedes and terminates all prior or contemporaneous
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representations, warranties, and agreements, written or oral, regarding the subject
matter of this Agreement. Any modification to this Agreement must be in writing
signed by both parties.
XIX. Signature of Authorized Representatives:
IN WITNESS WHEREOF, the authorized representatives of SLRMC and Client,
having full authority to do so, agree to the terms and conditions of this Agreement
and have executed this Agreement as of the Effective Date. Execution by the City of
Meridian is acknowledgment that all necessary City Council approvals have been
obtained.
St. Luk~e'~ Regions Medical tenter, Ltd.,
By:
Name:
Title: l.~l~J , ~ dJLJ'~1 Ip~~-U' IIJI IIDl1-' ~
Date: 1" ~1~ ' ~ ~ /its
Client
City of Meridian
gy; ,~~.~
Name: Tammy Weerd
Title: Mayor
Date: 3 - a3 ' l c~ .~`~~~~~y \®~"~~;~®~~,~~~~~~~
~DR~~ TF ~ ~~~~
~s O
ATTEST: ~~~~
~ ,~wo~0
Jaycee L. Fi'oJrti'P~ i Ie18c~Q~.~`~
SERVICE AGREEMENT - 7 Client:1381446.7
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Exhibit A
Services Provided
Comprehensive Wellness Program
The Comprehensive Wellness program provides Client with acost-effective, convenient and comprehensive
health program. The program guides Client through the phases of wellness relating to cultural acceptance,
management engagement, health assessments, program implementation, and measures of success. The
Comprehensive program occurs in 3 different phases. Each phase builds upon the previous to increase
participation, engagement and positive outcomes. Below are details for Years 1 & 2, with Year 3 to be developed
after further evaluation and discussions.
..
Cultural -Cultural Audits -Engage Senior Level Management in -To be determined
Assessments and -Employee Surveys communication to employees by mutual consent
Senior Level -Management Interviews & initial -Develop wellness Committee of SLRMC and
Management engagement -Establish goals and objectives Client.
En a ement -Develop Strat is Plan.
Policy & -Evaluation of workplace policies that Implement policy changes and monitor -To be determined
Environmental allow for healthy environment and success by mutual consent
Assessments support behavior change. Components of SLRMC and
may include smoking policies, healthy Client.
food choices, fle~able work schedules,
etc.
Personal Wellness -Personal Wellness Profile (PWP) and -Personal Wellness Profile (PWP)and -Personal Wellness
Profile 8~ Health Health Screening Event- participation Health Screening Event- participation Profile (PWP) and
Screenings not mandatory nor heavily incentivized heavily incentivized and communicated Health Screening
that in the future it will be tied to benefit Event- participation
plan design. tied to benefit
design, if mutually
agreed upon by
both arties.
Assessment and -Review and assess current benefits -Create and provide a plan that makes -To be determined
Integration of Health plan design as it relates to preventive good business sense. by mutual consent
benefits Plan Design services, rates, utilization, etc. -Educate employees through awareness of SLRMC and
campaigns, brown bag sessions etc., on Client.
health care consumerism, health benefits
plan/terminology, preventive screenings,
self-care, managing their health care
expenses by being a smart consumer,
etc.
-Education needs to occur early and
fr uenti throw hout the Ian ear
Health Promotion -Set goals for year 1,2,and 3 -Communicate incentive for successfully -To be determined
Programs -Two Incentive Campaigns achieving health measure outcomes for by mutual consent
-Preventive Screening Promotion following benefit plan year. of SLRMC and
-Health Coaching -Track 8~ report measurable criteria Client
-Tracking of Health Behavior Change -Implement targeted programming
-Dedicated City of Meridian Call Line. -Educate employees on all resources
available for health behavior changes.
Incentives -Low-value rewards for participating in -Promote participation in this years -To be determined
PWP/Health Screening and other health screening will result in some by mutual consent
Incentive Campaigns incentive for next years health plan. of SLRMC and
-Continue to build expectation among Client
employees that they will be positively
rewarded for participation and successful
outcomes by providing high value
rewards for participation in health
screenin sand incentive ro rams
Metrics and -Metrics for participation in health -Health Screening Data Comparison -To be determined
Outcomes screenings.
-Incentive Campaign participation, -Program Participation
-Health data analysis to determine by mutual consent
of SLRMC and
retention and successful completion impact. Client
-Educational Class Survey Use modeling tool (PEBR) to estimate
cost savings as it relates to health care
claims, lost productivity and
absenteeism.
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Exhibit B
Schedule of Rates
Comprehensive Wellness Program
Personal Wellness Profile
1. Services include:
o Personal Wellness Profile (PWP)
o On-site Biometrics measures
o On-site Laboratory tests HDL, LDL, total cholesterol, triglycerides and glucose are evaluated
o Personal Online Wellness Report for each participant
o Online Report incorporates links to helpful resources addressing coronary and cancer risk,
nutrition, fitness, stress and more.
o The Group Summary Report
o The Executive Summary Report.
o The Productivity & Economic Benefits Report
o The coordination of Personal Wellness Profile and Health Screening events including supplies,
staffing and snacks.
o Follow-up with a Registered Nurse of those identified with an elevated risk for disease.
Fees
$30 per employee with a minimum of 150
$24 per employee spouse
Staffing
2. Services include:
o Designated Wellness Coordinator, Nurse Educator and Dietician
o The designated Wellness Coordinator will be responsible for the development, implementation,
and evaluation of the Phase 1 programming recommendations including:
• Cultural Assessments and Senior Level Management Engagement
• Policy & Environmental Assessments
• Coordination and implementation of the Personal Wellness Profile & Health Screenings
• Assessment and Integration of Health benefits Plan Design
• Development, implementation and evaluation of all Health Promotion Programs
• Incentive recommendation and product research
• Development and implementation of Metrics and Reporting outcomes
• 20 hours per year of presentation time from Nurse Educator or Dietician.
Fees $8960
Health Coaching Program
3. Services Include:
o Health Coaching empowers individuals to develop a personal Wellness Plan. Coaches focus
on the individual needs of each employee and help them take control, set realistic goals,
harness the strength to overcome obstacles and inspire them to go beyond what they would
accomplish without support. Each coaching program includes a 1-hour initial meeting with six
30-minute weekly sessions. This includes tracking results of behavior modification to ensure
program value.
Fees $0
(Service provided at no charge from St. Luke's)
provided, however, that SLRMC shall have the right to discontinue providing the Health
Coaching Program if it Is no longer providing services to Client under an agreement to
provide occupational health services, though in that circumstance it would be agreeable to
continuation of the Health Coaching Program upon amendment hereof to provide payment
of fees for that service in an amount mutually agreed between SLRMC and Client.
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Dedicated "City of Meridian" Health Line
4. Services include:
• 24 hour Nurse Triage
• Physician Referral
• PWP & Health Screening Follow-ups
Fees $2700
Incentive Program 18~ 2
Incentive programs are targeted intervention programs with the goal of positive behavior change. These
morale- boosting programs support a culture of health & wellness, provide an opportunity for education as
well as engaging individuals in behavior change process. The type of program provided will be derived from
outcomes of the PWP and Health screening and/or interest surveys. Programs can be focused on weight
loss, improved fitness, nutrition, healthy holiday habits, etc. These programs are web-based and self-
directed. They include team support, program materials and education, friendly competition and usually
include an incentive for successful completion.
Fees $1050/each
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