HomeMy WebLinkAboutC17-341 Vail Clinic dba Vail Health HospitalDIRECT CONTRACTING AGREEMENT
THIS DIRECT CONTRACTING AGREEMENT (this "Agreement") is entered into this
10/10/2017 , by and between VAIL CLINIC, INC., d/b/a VAIL HEALTH
HOSPITAL, on behalf of itself and its affiliates (collectively, "Vail Health"), and the EAGLE
COUNTY, COLORADO ("EC").
RECITALS
WHEREAS, EC maintains a self-insured health plan (the "Employer Plan") covered by
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), for the benefit
of its employees and retirees and their dependents, enrolled in and eligible to receive benefits
under the Employer Plan; and
WHEREAS, Vail Health is a community-based integrated health system that provides
health care services through its licensed health care facilities and through its employed and
independent contractor physicians and other specified licensed professionals (collectively the
"Vail Health Providers"); and
WHEREAS, the parties desire to enter into an arrangement (the "Direct Contracting
Arrangement") in which EC will directly contract with Vail Health to provide quality health care
services in a cost-effective manner to all or select sub -groups of beneficiaries under the
Employer Plan ("Qualified Beneficiaries"); and
WHEREAS, it is the intent of EC and Vail Health that Vail Health will not assume any
responsibilities as an ERISA fiduciary under the Employer Plan; and
WHEREAS, the parties desire to set forth in writing their understanding of the terms and
conditions of the Direct Contracting Arrangement, including the services to be rendered by and
the fees to be paid to Vail Health.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual representations and promises
made herein, the parties agree as follows:
I. Provision of Covered Services by Vail Health Providers.
1.1 Vail Health, through Vail Health Providers, shall provide inpatient, outpatient,
laboratory, physical therapy and radiology services, and such other services as may be agreed to
by the parties ("Covered Services"), to Qualified Beneficiaries on a preferred "Tier 1" in -
network provider basis, on the same basis as it provides services to all other patients.
1.2 "Vail Health Providers" shall include the specific entities and persons listed on
Exhibit A. "Covered Services" shall include the specific services listed on the fee schedule
attached as Exhibit B, and shall specifically exclude the services listed on Exhibit C. Vail Health
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Providers shall provide Covered Services in accordance with applicable licensure and other laws
and Vail Health's policies, and in the same manner and within the same time availability as
offered to all other Vail Health patients. The lists of Vail Health Providers (Exhibit A), Covered
Services (Exhibit B), and/or excluded services (Exhibit C) may be amended from time to time by
Vail Health to reflect additions or deletions upon written consent from EC, which shall not be
unreasonably withheld. Vail Health hereby covenants and agrees that:
(a) all physicians and other practitioners listed on Exhibit A shall at all times
be duly licensed in the State of Colorado to practice medicine or to provide the Covered Services
to be provided pursuant to this Agreement in all respects and shall comply with all applicable
laws and regulations governing the licensing and the regulation of physicians and other
practitioners;
(b) Vail Health shall promptly investigate and respond to any complaints or
charges alleged by EC and/or its Qualified Beneficiaries concerning physicians or practitioners
or care provided pursuant to this Agreement and shall, after appropriate review and proceedings
under applicable law and procedure, remove from the Vail Health Providers any physician or
practitioner whom EC requests be removed for material cause;
(c) all hospitals, clinics, physicians' offices, urgent care centers, ambulatory
surgery centers, laboratories and imaging facilities where Vail Health provides Covered Services
(collectively, "Facilities") shall at all times comply with all applicable statutes, rules, regulations
and requirements of all federal, state and local governments and other instrumentalities,
including, without limitation, HIPAA (as defined in Section 6.2); and
(d) Vail Health shall comply in all respects with the terms of the Employer
Plan in accordance with the terms of this Agreement.
1.3 EC shall structure the Employer Plan in such a manner as to appropriately
incentivize Qualified Beneficiaries to utilize "Tier 1" in -network providers; and Vail Health shall
have the right to review and provide input to EC on EC's Employer Plan structure as in effect
from time to time, including any changes thereto. Notwithstanding anything in this Agreement
to the contrary, Vail Health shall have the right to terminate this Agreement upon not less than
one hundred eighty (180) days' prior written notice to EC in the event that Vail Health
determines in its reasonable discretion that the Employer Plan or any changes thereto is not
structured in such a manner as to appropriately incentivize Qualified Beneficiaries to utilize Vail
Health for those "Tier 1" in -network services it provides.
2. Fees. EC shall pay Vail Health for Covered Services according to the fee
schedule set forth at Exhibit B (the "Fees"). For those services rendered on a discount off of
billed charges ("Fee Schedule"), Vail Health and Cigna Healthcare have set forth the Fee
Schedule through their Vail Health/Cigna Agreement, as defined below and not subject to this
Agreement. Vail Health shall provide the annual Fee Schedule increases to EC by September 1
if the agreed upon increase is four percent (4%) or less and by August 1 if the agreed upon
increase exceeds four percent (4%).
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3. Third Parti Administrator.
3.1 Selection and Function of TPA. EC has obtained the services of a third party
administrator ("TPA"), Cigna, to act as the administrator with respect to the Direct Contracting
Arrangement, and has entered an agreement with the TPA (the "TPA Agreement"). Vail Health
is also party to a participating provider agreement with the TPA (the "Vail Health/Cigna
Agreement"). The parties agree that with respect to the following circumstances, the terms of
the TPA Agreement shall control as between EC and the TPA, and the terms of the Vail Health
/Cigna Agreement shall control as between Vail Health and the TPA: receiving claims from Vail
Health for Covered Services ("Claims"); conducting Utilization Management (as defined below);
paying Claims; preparing and providing utilization, financial, and other data and reports that are
related to the Direct Contracting Arrangement ("Data and Reports"); and providing support
services as are necessary and appropriate for TPA under the Direct Contracting Arrangement
(e.g., telephone support to process a pre -authorization request). As used herein, "Utilization
Management" shall include, but not be limited to, any request by a Vail Health Provider for the
approval, including a level of care determination, for the provision of a Covered Service to a
specific Qualified Beneficiary on a prospective or concurrent basis (i.e., a pre -authorization); the
denial of such request for a pre -authorization, in whole or in part; the retrospective review of any
Claim; and/or any review of denials as described below.
3.2 Change of TPA. After the conclusion of the Initial Term (as defined in
Section 7), EC shall have the right to change its TPA in its sole discretion; provided that EC shall
notify Vail Health of any contemplated changes as soon in the evaluation process as possible,
and discuss with Vail Health any issues that may arise as a result of such potential change, and
thereafter provide Vail Health with at least ninety (94) days' notice of its official decision to
change TPA. Vail Health agrees to cooperate with EC in any transition to a new TPA for this
Direct Contracting Arrangement.
3.3 TPA Policies. The policies, procedures, protocols, methodologies and other
information that specifically describe how the TPA shall perform the functions for which the
TPA is responsible are hereinafter referred to as the "Policies." To the extent the Policies differ
from the policies, procedures, protocols, methodologies and other information already applicable
to Vail Health as a provider under any health care plan offered by the TPA or any of its affiliates,
EC will make reasonable efforts to request that the TPA provides Vail Health with
documentation of the Policies that are unique to this Agreement. Vail /Health reserves any and
all rights it has to address any negative and adverse consequences that relate to any Policy that is
not disclosed to Vail Health at least thirty (34) days in advance of its effective date or as
mandated by applicable law or regulation. In the event that Vail Health believes any Policy will
prohibit either of Vail Health or EC from performing its obligations under this Agreement, Vail
Health shall so notify EC in writing within seven (7) days of knowledge of such alleged
prohibition. Upon such notification, Vail Health and EC shall agree to meet and confer with the
TPA to determine an appropriate resolution with the TPA.
3.4 Oversight of Arrangement. Vail Health and EC shall cooperate in the following
areas: oversight of the Direct Contracting Arrangement in accordance with this Agreement
including, but not limited to, the review of utilization data reports and other Data and Reports;
the education of Qualified Beneficiaries regarding the Direct Contracting Arrangement in
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compliance with applicable laws; the management of complex medical conditions; and the
promotion of wellness and health improvement activities.
3.5 Meetings. On such basis as may be mutually agreed-upon by the parties, but not
less frequently than semi-annually, the parties shall meet to review the status of the Direct
Contracting Arrangement and address any issues or disputes relating thereto ("Oversight
Meetings"). At the Oversight Meetings, the parties shall review Data and Reports and the
ultimate costs to EC of the Direct Contracting Arrangement, and such other information as the
parties mutually determine.
4. Oualified Beneficiary Education. EC shall inform (either directly or through the TPA)
Qualified Beneficiaries seeking health care services that are Covered Services, that Vail Health
provides such services on a preferred "Tier 1" in -network provider basis, and that there is a cost
differential for receiving the services at a "Tier 2" or lower level provider, or out -of -network.
5. Lower Tier/Out-of-Network Services. Nothing herein shall be interpreted to prohibit
the right of a Qualified Beneficiary to seek emergency or other care at a "Tier 2" or lower level,
or out -of -network, facility. Vail Health shall cooperate with EC and TPA for care to a
Qualifying Beneficiary that is medically necessary but is not a Covered Service or is not
provided by Vail Health.
6. Patient Information.
6.1 Compliance with HIPAA. The parties shall comply with the Health Insurance
Portability and Accountability Act of 1996, as amended, and the regulations promulgated
pursuant thereto ("HIPAA"), with respect to patient protected health information ("PHI"). EC
represents and warrants that it will not share PHI information with Vail Health.
6.2 Medical Records. Vail Health Providers shall prepare and maintain all
appropriate records for Qualified Beneficiaries receiving Covered Services pursuant to this
Agreement, and all such records shall be the property of Vail Health. In no event shall EC or
Qualified Beneficiaries be entitled to receive peer review information.
7. Term and Termination.
7.1 Term. This Agreement shall commence on January 1, 2018 (the "Effective
Date") and continue in effect for a period of three (3) years, ending December 31, 2020 (the
"Initial Term"). This Agreement shall continue thereafter for consecutive renewal terms of three
(3) years each, subject to termination as provided in this Section 7 (each, a "Subsequent Term").
The provisions of this Agreement in effect when any Covered Services are rendered shall apply
to the Claims for such Covered Services.
7.2 Subject to Annual Appropriation. Notwithstanding anything to the contrary
contained in this Agreement and paragraph 7.1, EC shall have no obligations under this
Agreement after, nor shall any payments be made to Vail Health in respect of any period after
December 31 of any year, without an appropriation therefor by EC in accordance with a budget
adopted by the Board of County Commissioners in compliance with Article 25, title 30 of the
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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).
7.3 Termination Without Cause. This Agreement may be terminated without cause
by EC at any time, upon giving at least ninety (90) days prior written notice to Vail Health, and
by Vail Health, at any time, upon giving at least ninety (90) days prior written notice to EC.
7.4 Termination for Cause. Either party may terminate this Agreement: (a) in the
event of the other party's breach of this Agreement that remains uncured for more than thirty
(30) days following written notice delivered to the breaching party by the non -breaching party;
(b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding
relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors; or
(c) with thirty (30) days' notice in the event that a material dispute is not resolved pursuant to
this Agreement. EC may terminate this Agreement, effective immediately upon giving written
notice of termination, without the opportunity to cure as provided in the foregoing sentence, if
the breach giving rise to notice of termination involves any conduct, act or omission which
endangers the health or safety of a Qualified Beneficiary.
7.5 Termination for Material Chane. Notwithstanding anything contained herein,
the parties agree that if at any time a change in third party reimbursement and/or other regulatory
requirements beyond the parties' control makes it legally impermissible or impractical for either
party to comply with existing terms of this Agreement, either party may terminate this
Agreement upon not less than one hundred eighty (180) days' prior written notice to the other
party. For purposes of the preceding sentence, "impractical" shall mean a party's determination
in good faith that because of a change in third party reimbursement and/or other regulatory
requirements, compliance with the provisions of this Agreement will (a) expose such party to a
material risk of civil or criminal liability, or (b) result in a material adverse change from the
budgeted level of revenue of such party attributable to Covered Services.
8. No ERISA Fiduciary Status. It is expressly agreed and understood that neither Vail
Health nor any Vail Health Providers shall be a fiduciary of the Employer Plan, whether named
or unnamed, nor shall Vail Health or any Vail Health Providers assume any responsibilities as an
ERISA fiduciary under this Agreement. It is further agreed that the provisions of this Section
shall survive the termination or expiration of this Agreement.
9. No Joint Venture. This Agreement constitutes an agreement for performance of
Services by Vail Health as an independent contractor and not as an employee of EC. 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 EC and Vail Health
except that of independent contractor. Vail Health shall have no authority to bind EC.
10. Disputes.
10.1 If a dispute should arise between Vail Health and EC relating to this Agreement
or the Direct Contracting Arrangement, the parties shall make a good faith effort to informally
resolve the dispute. The Oversight Meetings may be used as a forum to informally address any
dispute.
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10.2 Vail Health and EC hereby consent to the exclusive jurisdiction of the state courts
of the State of Colorado, County of Eagle, in connection with any dispute based on, or arising
out of, or in connection with, this Agreement not resolved under Section 10.1.
10.3 The provisions of this Section 10 shall survive the termination or expiration of
this Agreement.
11. Waiver. A waiver of the breach of any term, provision, or condition of this Agreement
by either party shall not constitute a waiver of any subsequent breach or breaches of such term,
provision or condition or of any other term, provision or condition.
12. Indemnification. Vail Health shall indemnify and hold harmless EC, and any of its
officers, agents and employees against any losses, claims, damages or liabilities for which EC
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
Vail Health or any of its subcontractors hereunder; and Vail Health shall reimburse EC for
reasonable attorney fees and costs, legal and other expenses incurred by EC 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 EC to the extent that EC is liable to such third
party for such claims without regard to the involvement of the Vail Health. This paragraph shall
survive expiration or termination hereof.
13. Insurance. Vail Health agrees to provide and maintain at Vail Health's sole cost and
expense, such policies of general liability, medical malpractice liability, and workers'
compensation and other insurance, with policy limits as are commercially reasonable, and
customarily maintained by Vail Health. A description of these policies will be made available to
EC upon request to Vail Health.
14. Post Termination Obligations. Upon termination or expiration of this Agreement,
neither party shall have any further obligation hereunder to the other except for obligations
which have accrued prior to such termination or expiration and covenants contained herein
which are expressly made to extend beyond the term of this Agreement, including, but not
limited to, Vail Health's right to receive payment for Covered Services according to the terms of
this Agreement.
15. Notices. Notices or communications required or permitted to be given under this
Agreement shall be given to the respective parties in hand or by certified mail or nationally
recognized overnight delivery service, at the following addresses, unless the parties shall
otherwise designate their addresses by notice, and shall be effective upon receipt, if delivered by
hand; three (3) business days after being deposited in the U.S. Mail, if given by certified mail;
and one (1) business day after being deposited with an overnight delivery service; 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 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.
KIM
To Vail Health:
Vail Health Hospital
P.D. Box 40,000
Vail, CO 81658
Attention: Doris J. Kirschner, President and CED
Telephone: 970-477-5187
Facsimile: 970-470-6653
To EC:
Eagle County, Colorado
Attention: Human Resources
500 Broadway
P.D. Box 850
Eagle, CO 81631
Telephone: 970-328-8790
Facsimile: 970-328-8799
E -Mail: jacci.mckennaL eaglecounty.us
With a copy to:
Eagle County Attorney
500 Broadway
Post Office Box 850
Eagle, Co 81631
Telephone: 970-328-8685
Facsimile: 970-328-8699
E -Mail: atty@eaglecounty.us
16. Section Headings. Section headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of this agreement.
17. Governim Law. This Agreement has been executed and delivered in, and shall be
construed and enforced in accordance with, the laws of the State of Colorado and applicable
federal laws, without regard to conflicts of laws principles.
18. Severability. Should any one or more sections or provisions of this Agreement be
judicially adjudged invalid or unenforceable, such judgment shall not affect, impair, or invalidate
the remaining provisions of this Agreement, the intention being that the various sections and
provisions hereof are severable.
19. Assignment. No assignment of this Agreement or any of the parties' rights and
obligations hereunder shall be valid without the specific prior written consent of both parties
hereto.
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20. Entire Asreement. This Agreement, including the Exhibits attached hereto, supersedes
and revokes all previous contracts or agreements between the parties, whether oral or in writing,
with respect to the subject matter hereof and constitutes the entire agreement between the parties
with respect to such subject matter.
21. Employer Plan. Vail Health acknowledges that based on representations made by EC,
EC is entering into this Agreement to satisfy its obligations under the Employer Plan, and that
the Covered Services are sufficient to enable the Qualified Beneficiaries to receive the services
to which they are entitled under the Employer Plan.
22. Amendments. This Agreement may be amended only by written agreement of the
parties, effective as of the date stipulated therein. The lists of Vail Health Providers (Exhibit A),
Covered Services (Exhibit B), and/or excluded services (Exhibit C) may be amended from time
to time by Vail Health, as agreed to by EC, to add a new diagnostic or treatment procedure, or
delete an existing one, and the Fee schedule shall be adjusted accordingly, which shall be
completed by written agreement of the parties. The parties agree to amend this Agreement as
may be necessary to comply with changes in laws or regulations. In the event that amending this
Agreement to comply with a change in law or regulation is likely to result in a substantial
financial burden upon a party, that party may terminate this Agreement upon thirty (30) days'
written notice to the other.
23. Execution. This Agreement may be executed by the parties in multiple counterparts, and
by the parties on separate counterparts; and all of such counterparts, taken together, shall
together constitute one and the same instrument. Each party represents that it is authorized to
enter into this Agreement and that the individual executing this Agreement on its behalf is fully
authorized by that party to do so. 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.
24. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto. Enforcement of this Agreement and all rights and obligations hereunder are
reserved solely for the parties, and not to any third party.
25. Compliance with Law. The parties hereto agree to comply with all applicable laws and
regulations in the performance of this Agreement.
25. Governmental Immunity. EC and its officers, attorneys and employees are relying on,
and do not waive or intend to waive by any provision of this Agreement, the monetary
limitations or any other rights, immunities and protections provided by the Colorado
Governmental Immunity Act, C.R.S. § 24-10-101, et 5N., as amended, or otherwise available to
EC and its officers, attorneys or employees.
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(SIGNATURE PAGE FDLLDWS)
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IN WITNESS WHEREOF, the authorized representatives of the parties hereto have
executed this Agreement on the dates set forth below, to be effective on the Effective Date.
VAIL CLINIC, INC.,
d/b/a VAIL HEALTH HOSPITAL
Mallm
EAGLE COUNTY, COLORADO
Bv:Lc�z- -,--
Name: 7ilhan H. Ryan
Title: Chair
Date: 10/10/2017
By:
Name:
Ted Sirotta
Title:
Ted Sirotta
Dale:
09/25/2017
Mallm
EAGLE COUNTY, COLORADO
Bv:Lc�z- -,--
Name: 7ilhan H. Ryan
Title: Chair
Date: 10/10/2017
EXHIBIT A
VAIL HEALTH PROVIDERS
The following Vail Health Providers may provide Covered Services for purposes of the Direct
Contracting Agreement, in accordance with licensure and VAIL HEALTH requirements:
Facilities/Entities (all Facilities as defined in the Agreement)
• Vail Valley Medical Center
• Vail Valley Surgery Center
2. Physician Services
• Vail Health Emergency Department Physicians and Advanced Practice Providers
• Vail Health Radiologists
• Vail Health Diversified Services Physicians
EXHIBIT B
COVERED SERVICES AND FEE SCHEDULE
ail Val I ey Medical Center all locations—facilit !technical c h arg es 19616 discount off of billed cha rg es'
ail Val I ey Su rg ery Center all locations—facilit /technical c h arg es 19% discount off of billed charges*
Except as noted below
nnuaI Wellness Exam Professional Fees for EC Employees Using Vail Health
Prodder
excludes ancillary testsperformed)
p6/6 discount off of Vail Health contracted rate
With EC TPA
Vaccinations to EC Employees Using Vail Health Prodder"
at Vail Health pharmacy locations
At Vail Health drug cost
-(including
Mammography Screening Exam -21D & 313
{excludes professional fees}
19°16 discount off of billed charges or as
othervAse set forth in the Vail Health Cigna
Ag reement E ag le Co u rity Addendum
Baby Deliveries (excluding professional fees):
Vaginal up to 3 day stay
C-section up to 3 day stay
Char es incurred after 3 days
19616 discount off of billed charges or as
othervAse set forth in the Vail Health Cigna
AgreemenI Eagle County Addendum
Outpatient MRI (including professional fees)
19616 discount off of billed charges or as
therwise set forth in the Vail Health Cigna
Aq reement E ag le Co u rity Addendum
Outpatient CT Scan (including professional fees)
(excludes nuclear medicine and bone density scans)
19616 discount off of billed charges or as
ofherwise set forth in the Vail Health Cigna
Aa reement E ag le Co u rity Addendum
Urgent Care/Walk-In Visits
excludirig ancilla ry tests pertormed outside of location
2 free visits per c al end ar ye ar
Vail Health SafeFit®for EC employees
subject to available appointments and location
Unlimited visits
" Includes the followirig vaccines: Flu, Pneumonia, TdA eta nus Di phiheria —Adult, Sh i nq les
EXHIBIT C
EXCLUDED SERVICES
NONE
