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HomeMy WebLinkAboutC17-089 DirectPath LLCAGREEMENT FOR PROFESSIONAL SERVICES BETWEEN EAGLE COUNTY, COLORADO AND DIRECTPATH, LLC THIS AGREEMENT ("Agreement") is effective as of the V day of January, 2017 by and between DirectPath, LLC, a Delaware limited liability company (hereinafter "Consultant" or "Contractor") and Eagle County, Colorado, a body corporate and politic (hereinafter "County"). RECITALS WHEREAS, the County desires to contract with Consultant for certain medical billing advocacy services for its covered employees and legal dependents of those employees ("Members"); and WHEREAS, Consultant is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the Services as defined below in paragraph 1 hereof; and WHEREAS, this Agreement shall govern the relationship between Consultant and County in connection with the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Consultant and County agree as follows: 1. Services. Consultant agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the services described in Exhibit A ("Services") which is attached hereto and incorporated herein by reference. The Services shall be performed in accordance with the provisions and conditions of this Agreement. a. Consultant agrees to furnish the Services on an ongoing basis in accordance with the standards set forth in Exhibit A. If no completion date is specified in Exhibit A, then Consultant agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below Consultant represents that it has the expertise and personnel necessary to properly and timely perform the Services. b. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. C. Consultant agrees that it will not enter into any consulting or other arrangements with third parties that will conflict in any manner with the Services. C17-089 2. County's Representative. The Eagle County Human Resources Department's designee shall be Consultant's contact with respect to this Agreement and performance of the Services. 3. Term of the Agreement and Renewal Terms. This Agreement shall commence on January 1, 2017, and subject to the provisions of paragraph 12 hereof, shall continue in full force and effect through the 3151 day of December, 2017 (the "Initial Term"). This Agreement may be extended for up to three additional one year terms upon written agreement of the parties (each a "Renewal Term"). No less than sixty (60) days prior to the end of the Initial Term, Consultant may notify County of an adjustment to the fees. This notification will be sent as noted in Section 10. 4. Extension or Modification. This Agreement may not be amended or supplemented, nor may any obligations hereunder be waived, except by agreement signed by both parties. No additional services or work performed by Consultant shall be the basis for additional compensation unless and until Consultant has obtained written authorization and acknowledgement by County for such additional services in accordance with County's internal policies. Accordingly, no course of conduct or dealings between the parties, nor verbal change orders, express or implied acceptance of alterations or additions to the Services, and no claim that County has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by County for such additional services is not timely executed and issued in strict accordance with this Agreement, Consultant's rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. 5. Compensation. County shall compensate Consultant for the performance of the Services in a sum computed and payable as set forth in Exhibit A. The performance of the Services under this Agreement shall not exceed $25,000-10. Consultant shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by County. a. Payment will be made for Services satisfactorily performed within thirty (30) days of receipt of a proper and accurate invoice from Consultant. All invoices shall include detail regarding the hours spent, tasks performed, who performed each task and such other detail as County may request. b. If, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County to Consultant was improper because the Services for which payment was made were not performed as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County, Consultant shall forthwith return such payment(s) to County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. C. County will not withhold any taxes from monies paid to the Consultant hereunder and Consultant agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. 2 Eagle County Pmf Serviocs Final 5/14 d. Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Consultant in respect of any period after December 31 of any year, without an appropriation therefor by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). b. Sub -consultants. Consultant acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Consultant. Consultant shall not enter into any sub -consultant agreements for the performance of any of the Services or additional services without County's prior written consent, which may be withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the subject Project during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Project. Consultant shall require each sub -consultant, as approved by County and to the extent of the Services to be performed by the sub -consultant, to be bound to Consultant by the terms of this Agreement, and to assume toward Consultant all the obligations and responsibilities which Consultant, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any sub -consultant hired by Consultant and Consultant shall cooperate in such process. The Consultant shall be responsible for the acts and omissions of its agents, employees and sub -consultants or sub -contractors. 7. Insurance. Consultant agrees to provide and maintain at Consultant's sole cost and expense, the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. i. Workers' Compensation insurance as required by law. ii. Auto coverage as required by law. iii. Commercial General Liability coverage to include premises and operations, personal/advertising injury, products/completed operations, broad form property damage with limits of liability not less than $1,000,000 per occurrence and $2,000,000 aggregate limits. b. Other Requirements. i. The automobile and commercial general liability coverage shall be endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. ii. Consultant's certificates of insurance shall include sub -consultants as additional insureds under its policies or Consultant shall furnish to County separate certificates and endorsements for each sub -consultant. All coverage(s) for sub -consultants shall be subject to the same minimum requirements identified above. Consultant and sub -consultants, if any, shall maintain the foregoing 3 Eagle County Pmf Serviocs Final 5114 coverage in effect until the Services are completed. In addition, all such policies shall be kept in force by Consultant and its sub -consultants until the applicable statute of limitations for the Project and the Services has expired. iii. Insurance shall be placed with insurers duly licensed or authorized to do business in the State of Colorado and with an "A.M. Best" rating of not less than A -VII. iv. Consultant's insurance coverage shall be primary and non-contributory with respect to all other available sources. Consultant's policy shall contain a waiver of subrogation against Eagle County. V. All policies must contain an endorsement affording an unqualified thirty (30) days' notice of cancellation to County in the event of cancellation of coverage. vi. All insurers must be licensed or approved to do business within the State of Colorado and all policies must be written on a per occurrence basis unless otherwise provided herein. vii. Consultant's certificate of insurance evidencing all required coverage(s) is attached hereto as Exhibit B. Upon request, Consultant shall provide a copy of the actual insurance policy and/or required endorsements required under this Agreement within five (5) business days of a written request from County, and hereby authorizes Consultant's broker, without further notice or authorization by Consultant, to immediately comply with any written request of County for a complete copy of the policy. viii. Consultant shall advise County in the event the general aggregate or other aggregate limits are reduced below the required per occurrence limit. Consultant, at its own expense, will reinstate the aggregate limits to comply with the minimum limits and shall furnish County a new certificate of insurance showing such coverage. ix. If Consultant fails to secure and maintain the insurance required by this Agreement and provide satisfactory evidence thereof to County, County shall be entitled to immediately terminate this Agreement. X. The insurance provisions of this Agreement shall survive expiration or termination hereof. xi. The parties hereto understand and agree that the County is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise available to County, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. xii. Consultant is not entitled to workers' compensation benefits except as provided by the Consultant, nor to unemployment insurance benefits unless unemployment compensation coverage a Eagle County Pmf Serviocs Final 5114 is provided by Consultant or some other entity. The Consultant is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. S. Indemnification. The Consultant shall indemnify and hold harmless County, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which County may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by Consultant or any of its sub -consultants hereunder; and Consultant shall reimburse County for reasonable attorney fees and costs, legal and other expenses incurred by County in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to claims by third parties against the County to the extent that County is liable to such third party for such claims without regard to the involvement of the Consultant. This paragraph shall survive expiration or termination hereof. 9. Confidentiality and Ownership of Documents. The Parties acknowledge and agree that some of the information utilized by Consultant may include confidential member health and personal identifying information ("Confidential Member Information"). Parties shall not at any time during this Agreement or at any time thereafter, use or permit others to use any of the Confidential Member Information, except as may be necessary for the purposes of this Agreement. Consultant agrees to comply with any applicable requirements of the Health Insurance Portability and Accountability Act or other applicable laws and regulations in performance of the Services. All documents prepared by consultant in connection with the Services shall become the property of the Member. 10. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i) personally delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv) when sent via facsimile so long as the sending party can provide facsimile machine or other confirmation showing the date, time and receiving facsimile number for the transmission, or (v) when transmitted via e-mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. COUNTY: Eagle County, Colorado Attention: 7acci McKenna 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-8796 Facsimile: 970-328-8799 E -Mail: jacci.mckenna@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway 5 Eagle County Pmf Serviocs Final 5/14 Post office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 Facsimile: 970-328-8699 E -Mail: atty@eaglecounty.us CONSULTANT: Direct Path Brian Stana, CFO 120 18" Street South, Suite 102 Birmingham, AL 35233 it. Coordination. Consultant acknowledges that the development and processing of the Services for the Project may require close coordination between Members and the then current County health plan providers and third party administrator. Consultant shall coordinate the Services required hereunder with the other consultants, contractors and Members that are identified by County to Consultant from time to time, and Consultant shall immediately notify such other consultants or contractors, in writing, of any changes or revisions to Consultant's work product that might affect the work of others providing services for the Project and concurrently provide County with a copy of such notification. Consultant shall not knowingly cause other consultants or contractors extra work without obtaining prior written approval from County. If such prior approval is not obtained, Consultant shall be subject to any offset for the costs of such extra work. 12. Termination. County may terminate this Agreement, in whole or in part at any time and for any reason, without cause and without penalty; therefore with seven (7) calendar days' prior written notice to the Consultant. Upon termination of this Agreement, Consultant shall immediately provide County with all documents as defined in paragraph 9 hereof, in such format as County shall direct and shall return all County owned materials and documents. County shall pay Consultant for Services satisfactorily performed to the date of termination. 13. Venue, Jurisdiction and Applicable Law. Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be governed by the laws of the State of Colorado. 14. Execution by Counterparts: Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. 24-71.3-101 to 121. 6 Eagle County Pmf Serviocs Final 5114 15. Other Contract Requirements. a. Consultant shall be responsible for the completeness and accuracy of the Services, including all supporting data or other documents prepared or compiled in performance of the Services, and shall correct, at its sole expense, all significant errors and omissions therein. The fact that the County has accepted or approved the Services shall not relieve Consultant of any of its responsibilities. Consultant shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to Consultants performing similar services. Consultant represents and warrants that it has the expertise and personnel necessary to properly perform the Services and covenants that its professional personnel are duly licensed to perform the Services within Colorado. This paragraph shall survive termination of this Agreement. b. Consultant agrees to work in an expeditious manner, within the sound exercise of its judgment and professional standards, in the performance of this Agreement. Time is of the essence with respect to this Agreement. C. This Agreement constitutes an agreement for performance of the Services by Consultant as an independent contractor and not as an employee of County. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee, master -servant, partnership, joint venture or any other relationship between County and Consultant except that of independent contractor. Consultant shall have no authority to bind County. d. Consultant represents and warrants that at all times in the performance of the Services, Consultant shall comply with any and all applicable laws, codes, rules and regulations. e. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. f. Consultant shall not assign any portion of this Agreement without the prior written consent of the County. Any attempt to assign this Agreement without such consent shall be void. g. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors in interest. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties, and not to any third party. h. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. L The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. 7 Eagle County Pmf Serviocs Final 5/14 j. Consultant shall maintain for a minimum of three years, adequate financial and other records for reporting to County. Consultant shall be subject to financial audit by federal, state or county auditors or their designees. Consultant authorizes such audits and inspections of records during normal business hours, upon 48 hours' notice to Consultant. Consultant shall fully cooperate during such audit or inspections. k. The signatories to this Agreement aver to their knowledge, no employee of the County has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement. The Consultant has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and Consultant shall not employ any person having such known interests. 1. The Consultant, if a natural person eighteen (1$) years of age or older, hereby swears and affirms under penalty of perjury that he or she (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (ii) to the extent applicable shall comply with C.R.S. 24-76.5-103 prior to the effective date of this Agreement. lb. Prohibitions on Government Contracts. As used in this Section lb, the term undocumented individual will refer to those individuals from foreign countries not legally within the United States as set forth in C.R.S. 8-17.5-101, et. seq. If Consultant has any employees or subcontractors, Consultant shall comply with C.R.S. 8-17.5-101, et. seq., and this Agreement. By execution of this Agreement, Consultant certifies that it does not knowingly employ or contract with an undocumented individual who will perform under this Agreement and that Consultant will participate in the E -verify Program or other Department of Labor and Employment program ("Department Program") in order to confirm the eligibility of all employees who are newly hired for employment to perform Services under this Agreement. a. Consultant shall not: i. Knowingly employ or contract with an undocumented individual to perform Services under this Agreement; or ii. Enter into a subcontract that fails to certify to Consultant that the subcontractor shall not knowingly employ or contract with an undocumented individual to perform work under the public contract for services. b. Consultant has confirmed the employment eligibility of all employees who are newly hired for employment to perform Services under this Agreement through participation in the E -Verify Program or Department Program, as administered by the United States Department of Homeland Security. Information on applying for the E -verify program can be found at: htlp://www.dhs.pv/xprevpMt/programs/gc-1185221678150.shtm s Eagle County Pmf Serviocs Final 5/14 C. Consultant shall not use either the E -verify program or other Department Program procedures to undertake pre-employment screening of job applicants while the public contract for services is being performed. d. If Consultant obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an undocumented individual, Consultant shall be required to: i. Notify the subcontractor and County within three (3) days that Consultant has actual knowledge that the subcontractor is employing or contracting with an undocumented individual; and H. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (d) the subcontractor does not stop employing or contracting with the undocumented individual; except that Consultant shall not terminate the contract with the subcontractor if during such three (3) days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an undocumented individual. e. Consultant shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority established in C.R.S. 8-17.5-102(5). f. If Consultant violates these prohibitions, County may terminate the Agreement for breach of contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement, Consultant shall be liable for actual and consequential damages to County as required by law. g. County will notify the Colorado Secretary of State if Consultant violates this provision of this Agreement and County terminates the Agreement for such breach. [REST OF PAGE INTENTIONALLY LEFT BLANK] s Eagle County Pmf Serviocs Final 5/14 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its COUNTY MANAGER Un Bryan Treu, Interim County Manager s o ems By: — --. J Print Name: Jane Cooper Title: Senior VR Advocacy and 10 Eagle County Pmf Serviocs Final 5/14 EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES For purposes of this Statement of Work, Eagle County shall be referred to as "Client" and DirectPath, LLC shall be referred to as "DirectPath." 1. DirectPath Responsibilities a. DirectPath agrees to provide advocacy services more fully set forth below to all Client's employees and legal dependents who are insured under Client's health insurance plan ("Members"). DirectPath does not provide clinical or legal advice. Assistance by DirectPath with claims issues does not guarantee claim payment. b. DirectPath will assist Members with issues associated with the Client's plans during the effective dates of membership. Assistance will be provided to Members for issues incurred up to twenty-four (24) months prior to the date of the Member's call. DirectPath will not assist Member with issues subsequent to the last day of Member's month of termination from Client or subsequent to the Termination Date of the Agreement. c. DirectPath agrees to provide standard reports to Client on a semi-annual basis. Standard reports include: i. Resolved service requests for most recent period by resolution type ii. Resolved service requests for rolling 12 month period by resolution type iii. Cost savings report The fee for standard reports is included in the fees as outlined in Section 3. There is an additional charge for special request reports. d. DirectPath agrees to accept service requests directly from Members and as transferred calls from Client's human resources department. 2. Client Responsibilities a. Client agrees to distribute initial DirectPath enrollment information to all Members and to distribute subsequent program information to encourage utilization of services. Members will be required to complete a HIPAA release form that allows DirectPath to obtain medical and claims information. b. Client agrees to provide an initial electronic eligibility file to DirectPath on or before the effective date and a full replacement and complete electronic monthly eligibility file in an agreed upon format in a timely manner. All electronic eligibility files will include a match between benefit elections and members. 11 Eagle County Prof Services Final 5114 c. Client agrees to provide information and to provide a copy of all company sponsored certificates of coverage and other related material prior to implementation and upon renewal of insurance coverage. Failure to do so could result in higher fees or termination by DirectPath. d. Client agrees to refer Members to ❑irectPath for assistance with health care and insurance issues. 3. Pricina a. For the Initial Term, Client will pay ❑irectPath the monthly fee of $4.00 per covered employee. This fee covers the employees and their legal dependents (Members). Fees will be billed to Client or their designee on a monthly basis. This fee shall remain the same for each Renewal Term unless notice is provided in accordance with Section 5 of the Agreement. Any increase shall not exceed 3% per Renewal Term. b. Employee materials are included in the per employee per month fees and setup fees in the Initial Term (as defined in the Agreement). In Renewal Terms (as defined in Section 4), shipping fees for employee materials that exceed $50.00 will be billed to Client at cost. 4. Patient Care Services During the Term of the Agreement, ❑irectPath will perform the following Core Services (collectively referred to as "Patient Care") for the Members: Advocacy Services a. With Patient Care, Members have access to advocates. These advocates will assist with medical, dental and vision, FSA, HSA and HRA issues as follows: i. Working to resolve any health plan billing, balance billing and authorization problems by calling the insurance company, the hospital and the doctor to resolve the problem; ii. Finding the right type of health provider when the Members need care; iii. Navigating with Members through the complex maze of the health care system; iv. Verifying that answers received from the health plan are accurate and reasonable; v. Education on and assistance with the appeals and grievance process and resolution of appeals and grievances; vi. Translating insurance benefits information in a way that Members can understand; vii. Helping Members prepare for hospital care so that they have all of the information they need and understand the decisions that they are facing; viii. Understanding and using the most cost effective prescription drug options; and 12 Eagle County Prof Services Final 5114 ix. Understanding and using health savings accounts and health reimbursement arrangements effectively if available to Members. ❑irectPath and Patient Care intervention does not guarantee claims payment. ❑irectPath is not a fiduciary for the Client's benefit plan. b. Transparency Services i. Cost and Quality comparison data is provided for medical services only. Members must contact Patient Care a minimum of 7 days prior to the date of the service. ii. Prior to any elective admission, surgery or procedure, Patient Care advocates will provide assistance to Members as follows: a. Advocates will provide information to the member on the total and out of pocket costs for 2-3 network providers as well as available quality data; b. When possible, advocates will schedule appointments for Members based on their decision of provider; c. Advocates will coordinate with home healthcare agencies, skilled nursing facilities, rehab, etc. to ensure smooth transition of care and possibly reduce length of stay; and d. Advocates will assist with any prescription drug issues or questions related to the procedure or admission. c. Rewards Program: Advocates will educate Members of the Rewards Program and communicate the reward opportunity when presenting a transparency report. i. Members will be rewarded when they call Patient Care for comparisons for all elective procedures — inpatient and outpatient; ii. Patient Care reviews the data with the Member; iii. If the Member chooses the lower cost provider they will get a reward of 26% of the potential savings with no maximum cap — There is no fee for Eagle County's custom rewards program; iv. Savings will be calculated by Patient Care using the difference between the lower employer cost and the highest employer cost (employer responsibility in the transparency report); and v. The Member must confirm their choice of provider with Patient Care by submitting their EDB within 6 months of their original request in order to receive the incentive payment. Any exceptions to the 6 month rule must be approved by the County after review with CNIC. The only reason for extension would be if the processing of the claim took CNIC longer than 6 months due to complexity. Timing for Services a. ❑irectPath representatives are available Monday through Friday from 6:00 am to 7:66 pm MST and Saturdays from 7:66 am to 12:66 pm MST. 13 Eagle County Prof Services Final 5114 b. The call will come directly to one of ❑irectPath's Advocates, who will be assigned to work with the individual Member. Advocates will take information regarding the problem, reach agreement with the Member regarding what will constitute "resolution" of the problem and agree on when they will talk again. The Member will be asked to complete a release of information form, which may be needed by the Advocate to get information from physicians, hospitals, the insurance company or, other providers. c. All Members who use Patient Care will have the opportunity to take a satisfaction survey measuring their satisfaction with ❑irectPath. EXHIBIT B Insurance Certificate 14 Eagle County Prof Services Final 5114 ACC)ROr CERTIFICATE OF LIABILITY INSURANCE GATE [MM'DD.'YYYY] 02.22.2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER{S}, AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement{s}. PRODUCER McGriff, Selbels & Williams, Inc P. O. Box 10265 CONTACT NAME: Karen Rodda PHONE FAX Arc No Ext : W No): EMAIL ADDRESS: krod@M riff.cam Birmingham, AL 35202 INSURER AFFORD!!G COVERAGE NAIC 9 680821(719581642 INSURER A:The Travelers Indemnity Company 256,58 D6/D1/2D17 INSURER B:Trarrelers Casualty Insurance Comparry of America 19046 INSURED DirectPath LLC INSURER C:National Union Fire Insurance Comparry of Pittsburgh, PA 19445 120 18th Street South Suite 102 Birmingham, AL 35233 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:H4XWFu1Z REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. NSR LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF DDr i Y EXP MMrDDIY4' LWT$ A X CG MIME RCIAL GENERAL LIABILITY Eagle, CO 81631 680821(719581642 06/DI/2D16 D6/D1/2D17 EACH OCCURRENCE $ 1 ,00O,OOD � DAENTED MAGEOEa 300,ODD CLAIMS -MADE OCCUR occurrence) $ MED EXP [Any one person) $ 5,DDD PERSONAL& ADV INJURY $ 1 ,DDD,DOO GE N'L AGG R EGATE LIMIT APPLIES PER, GENERAL AGGREGATE $ 2,DDD,DDD X POLICY n PRI n LOC PRODUCTS-COMPIOPAGG $ 2,DDD,DQO $ OTHER, B AUTOMOBILE LIABILITY 13ADC22585116 06/01/2016 06/01/2017BINED SINGLE LIMIT 1,000,000 E8 aoCideri< X ANY AUTO BODILY INJURY [Per person] $ ALLOWNED SCHEDULED BODILY INJURY [Per accident] $ AUTOS AUTOS NON -OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS Per accident $ A UMBRELLA LIAB X OCCUR CUP9C4439021642 06/01/2016 06/01/2017 EACH OCCURRENCE $ 4,ODD,DDD }( EXCESS LIAR CLAIM MADE AGGREGATE $ 4,ODD,DDD DED I I RETENTION $ $ WORKERS COMPENSATIONPER H- AND EMPLOYERS' LIABILITY YIN STATUTE ER ANY PRO PRI ETORMARTNEMEXECUTIVEF—] E.L. EACH ACCIDENT $ OFFICEREMBER EXCLUDED? IM N'A (Mandatory In NH) E.L. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ C Cyber/Professional Liability/Technology 018181997 09/01/2016 09/01/2017 Limit per Claim 5,000,000 E&O Annual Aggregate $ 5,000,000 Claims Made ooverage $ $ DESCRIPTION OF OPERATIONSI LOCATIONS 1 VEHICLES {ACORD 101, Additional Remarks Schedule, may bealtached It more space is required} CERTIFICATE HOLDER CANCELLATION ACORD 25 (2014,+01) Pagc I of I ©1988-2014 ACORD CORPORATION. All tights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Eagle County Colorado Attn: Jacci McKenna AUTHORIZED REPRESENTATIVE 500 Broadway POBox 850 Eagle, CO 81631 ACORD 25 (2014,+01) Pagc I of I ©1988-2014 ACORD CORPORATION. All tights reserved. The ACORD name and logo are registered marks of ACORD