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HomeMy WebLinkAboutAgreement with St. Lukes Regional Medical Center for Wellness ServicesSt. Luke's Regional Medical Center, Ltd., Service Agreement This Agreement is made as of October 1, 2013 (the "Effective Date"( by and between S[. Luke's Regional Medical Center, Ltd., an Idaho non- profi[corporation ("SLRMC") and The City of Meridian ("Client"). WHEREAS, SLRMC is a healthcare delivery system dedicated to improving [he 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" ([he "Services") attached hereto and incorporated by reference herein. 6. SLRMC will designate a key contact in Occupational Health and Wellness 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. 11. Duties of Client: a. Client agrees to engage managerial support of the Services. b. Client will designate a key contact in Occupational Health and a contact in Wellness to serve as liaison for such Services. c. Client will pay each invoice within 30 days of receipt. d. Client agrees to designate S[. Luke's Occupational Health, a division of SLRMC, as a preferred provider of occupational health services to Client's employees. III. Fees/Compensation: a. Client agrees to pay for Services performed under this Agreement at rates identified on Exhibit "A", which is attached hereto and incorporated 6y reference herein. Fees for Services not itemized in Exhibit A will be charged at SLRMC's standard rate in effect at [he 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 ($3,000,000) in the aggregate. This duty shall survive the termination of this Agreement. Such insurance shall be provided by insurance company(ies) acceptable to both parties and licensed to conduct business in the State of Idaho. b. A certificate of insurance verifying such coverage shall be made available to both parties at their request. Each party shall notify the other at least thirty (30) days in writing prior to cancellation, reduction or material change in coverage. In the event of insufficient coverage as defined in this paragraph or lapse of coverage by one party, the other party reserves the right to terminate this Agreement. c. clobl gations assumed Under Chis Agreement m nlmuml I mgts of five hundred thousand dl I airs ($SOOr000.00) piereoccurrence ase 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. ~, Term of Contract: This Agreement shall be valid beginning on the Effective Date and expiring on September 30, 2016, 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, Cancella[ion/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 30ra) and maybe 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. c. Termination for Specific Breaches: In the event either party shall breach any provision of this Agreement, this Agreement may he terminated at the discretion of either party upon 60 days' prior written notice. d. Optional Termination: In the event eithe th srAgreem'entgshall term Halle on the future date spec f'edyin'suchgnot ~ethe other at least ninety (90) days' advance written notice, e the Client failpsrto makeFan annual appropr'aton of funds forthe costs'al social d with th s AgreementoCl'e'nttmaylterminate thisaf 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 [his Agreement shall be given post paid, firs[ class, registered or certified mail, or by courier, properly addressed to the other Party at [he respective address as show below: If to: St. Luke s Regional Medical Center 190 E. Bannock Street Boise, ID 83712 Attn: Employer Relations Depa rtmen[ 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 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 a611ity 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, no[ 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 [his Agreement, employee olf ClienLnThe seledi n and deslgnarti o of [he pe sonnet of n the perfoffmance of this Agreement shallbeCmade by Clientd an XIII. Confidentiality During the course of this Agreement, Client a nd SLRMC may communicate certain information [o 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. c. Hold each other harmless, [o 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 may 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 Assot ate 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 6y 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, [o 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 [he 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. 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.lf 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. )<IV. 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 a5 Join[ Commission on Accreditation of Healthcare Organization Standards. XV. Governing Law/Venue/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. )tVl. 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 fed of lanfunded health care program, including Medicare and Medicaid. The parties hereby agree to immediately notify each other, in writing, y threatened, proposed, or actual exclusion from any federally funded health care program, including Medicare and Medicaid. In the event is n b each of this Sect onethis Agreement slhall,~as of the effect ve date oflsuch excusgon o breaghha tomat cally term Hate t that party 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. X1X. 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. Luke's Regional Medical Center, Ltd., By: ~<i~ Name: RandaH'Bit4ings"vbNN kCE Title: Vice President ~s Date:S g ~ City of Meri ian Y~ , Name: Tammyfde eerd Title: Mayor Date: ~ ~~ I' 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 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. Luke's Regional Medical C/e/nte-r, Ltd., City of Meri ian By: Name: Randaih•BiH4ngs"vbNN kCE Name:Tamm~e eerd Title: Vice President Pays~ar-d-RreaidrrRelal~'Ptis Title: Mayor Inc f'wC / ~~ O/Jr c ~ C n~ ~ ~,~ ~ I Date:S 1" D I ' Date: ~~zi~ti~~n .~ r,JG~ ATTEST: ~~~~ Ur ' ?~. / n ~w ' r ~ fiL~a~~~- layc L Hol ~ City C rk ~ co.u~a o ~: Date: ~` s~t.L \~ ~ c A~,\. mr ~ ~f r9e TR6 ~°~ Attac~!4 • r ~- The Personal Wellness Profile (PW P) is a powerful assessment tool used to evaluate health status, identify risk factors, and highlight $q0/participant billed to Blue Cross Personal Wellness fil areas forimprovement. The assessmen[addresses personal mental health, safety ise habits of Idaho $20 for new hires e Pro , medical history, nutrition, exerc practices and lifestyle choices. In addition to the assessment, we provide 6iometric measures Included in i such as blood pressure, height, weight, and waist circumferences, above pricing ngs Health Screen as well as, laboratory tests including a lipid and glucose panel. The Personal Wellness Profile Report provides an overall Wellness score and helps participants understand their modifiable health Included in risk factors. This comprehensive report provides preventive actions above pricing Individual Reports and recommendations for positive behavior changes such as exercise, nutrition, weight loss, stress management, tobacco cessation and injury prevention. The Executive Summary Report prioritizes health risk factors and offers recommendations for health improvement programs based on group needs. Included in The Productivity and Economic Benefits Report shows the above pricing Management Reports relationship between the number of health risk factors and their effect on medical claims, productivity and absenteeism. It forecasts potential health savings for your organization relative to risk reduction goals. It is our practice to Identify and contact any individual who Included in -U ll F ortunit elevated risk for disease. All participants will have the opp y d Nurse by calling the number above pricing p ow o RN forfollow-up with a Registere provided with their individual reports. The designated Wellness Coordinator will be responsible for the development, implementation, and evaluation of the Strategic Pion, including 2013/2014 goals and objectives and all programs and services. This will also include: f Wellness Committee meetings and i on o Coordinat Onsite Wellness activities $18,000/year Coordinator , Coordination and implementation of the Personal ($1500/month) Wellness Profile, Health Screenings & flu shots Development, implementation and evaluation of all health promotion programs Tracking and reporting of incentive program points Development of metrics and reporting of outcomes Health Professionals from various specialties will be made available throughout the yearto provide one-on-one consults, presentations, as well as assistance with program development. The calendar of events will reflect the pre-determined programs/services each health care professional will provide. If new program ideas arise throughout the wellness year, schedules Included in Health Professionals and availability will be adjusted to accommodate the needs. above pricing Health Coaching empowers individuals to develop a personal Wellness Plan. Coaches focus on the individual needs of each employee to set realistic goals, overcome obstacles and encourage them to go beyond what they would accomplish without support. Each coaching program will vary based on the unique needs of each individual. 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 engage individuals in behavior change ~.. process. The type of program will be derived from the outcome of s P Program included in above pricing. Wellness Challenges rogram the PWP and Health screening and/or interest survey. improved fitness, nutrition, healthy ht loss wei d f $5/participant , g ocuse on can be holiday habits, etc. These programs are web-based and self- directed.Theyinclude team support, program materials and education, friendly competition and usually include an incentive for successful completion. Development and monthly update of a co-branded wellness website that is accessible through the organizations Intranet home Website page. The website w111 include a monthly health theme, the Included in above pricing Healthwise Knowledgebase, "Know Your Numbers" video presentation, healthy recipes and nutritional information. St. Luke's will make available a tobacco cessation program with our community partner, Quit with Nancy. The program will be $300/participant Tobacco Cessation supplemented with group classes and/or individual health coaching to support the employee and improve the success rate. Nicotine testing involves a simple oral collection (mouth swab) Nicotine Tes[Ing that provides results in 10 minutes. The test accurately screens for 510/participant (optional to support coiinine, the primary metabolite of nicotine. tobacco free initiative) We recommend designating $5000, or another determined amount, in [he wellness budget to fund cash or merchandise N/A Incentive Reserve incentives for program participation. Direction of how funds are appropriated will derive from the Wellness Committee. 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 engage individuals in behavior change process. The type of program will be derived from the outcome of Wellness Challenges the PWP and Health screening and/or interest survey. Programs Program included in above pricing. can be focused on weight loss, improved fitness, nutrition, healthy $5/participant holiday habits, etc. These programs are web-based and self- direc[ed. They include team support, program materials and education, friendly competition and usually include an incentive for successful completion. Development and monthly update of a co-branded wellness website that is accessible through the organizations Intranet home Website page. The website will include a monthly health theme, the Included in above pricing Healthwise Knowledgebase, "Know Your Numbers" video presentation, healthy recipes and nutritional information. -Provision of timely and appropriate responsiveness to Client's employee needs and offer appropriate treatment in an Subject to State Worker's occupational medicine clinic headed by a physician who Compensation Fee Schedule. Injury Treatment specializes in occupational medicine Schedule in subject increases -24 hour access to services through locations linkages to ensure determined by the State of Idaho. continuous communication and support for after hour and emergency treatment. -Provision of an occupational health case coordinator to serve as paint of contact forCiient, employee and surety/administrator -Case coordinator shall 6e responsible to provide monitoring of Client employees' progress, arrange for treatments and procedures and communicate [he necessary medical and return- Included as part of injury Case Coordination to-work information to the Client employee, Client, and treatment. designated insurer. -Communication with Client via phone, fax, pager, a-mall and in person to keep all updated as to treatment plans, return to work strategies and "next step" information. -Provision of an occupational health case coordinator to serve as point of contact for Client, employee and surety/administrator -Case coordinator shall be responsible to provide monitoring of Client employees' progress, arrange for treatmen[sond rocedures and communicate the necessary medical and return- Included as part of injury Case Coordination p to-work information to the Client employee, Client, and treatment. designated insurer. -Communication with Client via phone, fax, pager, a-mail and in person to keep all updated as to treatment plans, return to work strategies and "next step' information. -Provision of activity status reports to the employee, Client and designated surety/administrator. Included as part of injury Activity Status Report -Report shall outline diagnosis, treatment, and activity restriction, treatment. as well as recommended follow-up care. -Provision of referral forms that can be given to a Client's employee prior to his/her appointment to expedite the case Included as part of injury Forms and Infarmafion process handling. _provision of education and written material on process for injury treatment. treatment, including talking point on designated provider, maps, etc. Respirator Certifications including • Respiratory Questionnaire Review Other Services • Spirometry jas needed). Current Occupational Fee Schedule -Medical Evaluation Provided -HepatitisA -Hepatitis B -Tetanus /Diphtheria Immunizations Onsite immunization clinic to ensure your employees are protected against seasonal flu. We schedule annual clinics from No charge due to 3 year contract Flu Shots October through December and provide marketing materials to (regular fee $20/participant) promote your event-This will also include coordination of flu shots clinics at various City of Meridian locations.