HomeMy WebLinkAboutProfessional Service Agreement with St Lukes Regional Medical Center for Occupational Health SrevicesSt. Luke's Regional Medical Center, Ltd.,
Service Agreement
(Occupational Health)
This Agreement is made as of September, 2009 (the "Effective Daten) 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 Occupational Health services area to
serve as liaison for the Services.
c. 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 Occupational Health services 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 Occupational Health, a division of SLRMC,
as a preferred provider of occupational health 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 ninety (90) 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 Recorc8s:
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
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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
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 party 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;
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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.
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.
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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.
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 performing 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 Law/10enue/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.
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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
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~'~ I~egi~~~l JVIe,Glic.~,l Center, Ltd.,
By:
Name:
Title: l ~~~ ~(71~/
Date: N1~ ~ I ~D,'~~~. ~
Client
City of Meridian
By:
Name: Tammy de eerd
Title: Mayor
Date: ~ -a3 - ~~
~~.~~`~ O~ MIJg ''~%
ATTEST: `~~ ` °` ®~.~~%,~,,
~'~TFO ,
ycee L olman, City Clerk ~ ~'~I'
~~ o~
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Exhibit A
Services Provided
Occupational Health Services:
The Occupational Health services included below provide Client with a comprehensive program of testing, immunizations,
24 hours injury treatment and case management to assist Client in managing expenses relating to worker health and on
the job injuries.
Case -Provision of an occupational health case Continuation of Continuation of services
Coordination coordinator to serve as point of contact for services
Client, employee and surety/administrator
-Case coordinator shall be responsible to
provide monitoring of Client employees'
progress, arrange for treatments and
procedures and communicate the necessary
medical and return-to-work information to the
Client employee, Client, and designated
insurer.
-Communication with Client via phone, fax,
pager, e-mail and in person to keep all
updated as to treatment plans, return to work
stmt ies and "next ste ° information.
Injury Treatment -Provision of timely and appropriate Continuation of Continuation of services
responsiveness to Client's employee needs services
and offer appropriate treatment in an
occupational medicine clinic headed by a
physician who specializes in occupatonal
medicine
-24 hour access to services through locations
linkages to ensure continuous communication
and support for after hour and emergency
treatment.
Activity Status -Provision of activity status reports to the Continuation of Continuation of services
Report employee, Client and designated services
surety/administrator.
-Report shall outline diagnosis, treatment, and
activity restriction, as well as recommended
follow-u care.
Forms and -Provision of referral forms that can be given Continuation of Continuation of services
Information to a Client's employee prior to his/her services
appointment to expedite the case process
handling.
-Provision of education and written material on
process for injury treatment, including talking
point on designated provider, maps, etc.
Other Services -Respirator Certifications including Continuation of Continuation of services
Provided Respiratory Questionnaire Review, and services
Spirometry (as needed).
-Medical Evaluation
-Hepatitis A
-Hepatitis B
-Tetanus / Di htheria Immunizations
Additional Service -Provision of additional services as requested. Continuation of Continuation of services
as Requested services
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Exhibit B
Schedule of Rates
Occupational Health Services
(Services charged as provided)
CURRENT SERVICES PROVIDED
Injury Care
Respirator Certifications:
Respiratory Questionnaire Review $ 16
Spirometry (as needed) $ 43
Medical Evaluation $ 60
"Hepatitis A $ 53
*Hepatitis B $ 54
"'Tetanus /Diphtheria Immunization $ 20
"Immunization admin. Fee $ 16
"Prices subject to annual adjustments.
Subject to WC fee schedule
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