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HomeMy WebLinkAboutC17-371 The Steadman ClinicHEALTHCARE PROVIDER AGREEMENT This employer and healthcare provider agreement ("Agreement") is entered into by and between Eagle County, Colorado, a body corporate and politic ("Employer") and The Steadman Clinic, Professional LLC, a Colorado Professional Limited Liability Company ("Healthcare Provider"). RECITALS WHEREAS, the Employer desires to contract with the Healthcare Provider to obtain certain medical services for its eligible employees and other individuals covered by the Benefit Plan at discounted reimbursement rates and in accordance with terms of this Agreement; and WHEREAS, the Healthcare Provider desires to perform and provide medical services as an independent contractor and to be recognized as a Tier 1 preferred provider in the Benefit Plan as set forth in this Agreement. WHEREAS, this Agreement shall govern the relationship between Healthcare Provider and Employer in connection with provision of the Covered Services. AGREEMENT NOW THEREFORE, in consideration of the premises and the mutual covenants and undertakings hereinafter set forth, the parties agree to the following effective January 1, 2018: Section I - De%nitions 1.1 Benefit Plan means a self-funded health benefits plan sponsored by Employer for the benefit of employees, their dependents, and other covered individuals. 1.2 Billed Charges means the retail price for Covered Services offered and billed by the Healthcare Provider under which fees shall not discriminate based upon the identity of the party financially responsible for the services. 1.3 Coinsurance means a payment that is the financial responsibility of the Participant under the Benefit Plan for Covered Services that is calculated as a percentage of the contracted reimbursement rate for such services. 1.4 Copayment means a payment that is the financial responsibility of the Participant under the Benefit Plan for Covered Services that is calculated as a fixed dollar amount. 1.5 Covered Services means those health care services for which a Participant is entitled to receive coverage under the terms and conditions of the Benefit Plan. 1.6 Deductible means a payment for Covered Services calculated as a fixed dollar amount that is the financial responsibility of the Participant under the Benefit Plan prior to qualifying for reimbursement for subsequent health care costs under the terms of the Benefit Plan. C17-371 1.7 Plan Participating Provider Agreement is the agreement the Healthcare Provider maintains under its participation in network utilized by the Employer. 1.8 Participant means any individual or eligible dependent of such individual, who is eligible and enrolled to receive Covered Services. 1.9 Participating Provider means a hospital, physician, or group of physicians or any other health care practitioner or entity that has a direct or indirect contractual arrangement with Employer to provide Covered Services with regard to the Benefit Plan covering the Participant. Healthcare Provider is considered a Participating Provider as defined by this Agreement. 1.10 Party means the Healthcare Provider or Employer, as applicable. Section 2 - Duties of Employer 2.1 Benefit Plan. Employer shall provide a Benefit Plan to Participants in which Participants are entitled to receive Covered Services under the terms and conditions of the Benefit Plan. 2.2 Plan Design. Employer will maintain a Benefit Plan in which the plan design options will have distinguished Deductibles, Coinsurance, and Copayments that steer utilization to Participating Providers. The Healthcare Provider will be placed in Tier 1 which will consist of the highest level of coverage for Participants. Section 3 - Duties of the Healthcare Provider 3.1 Network Services. During the term of this Agreement, the Healthcare Provider shall provide Covered Services to Participants in accordance with the Plan Participating Provider Agreement that are 20% decrement off of Billed Charges; allowing the Healthcare Provider to collect 80% of Billed Charges for Covered Services rendered. 3.2 HIPAA. The Healthcare Provider agrees to comply with the Health Insurance Portability and Accountability Act and all regulations established. 3.3 Compensation. During the term of this Agreement, the Healthcare Provider shall accept compensation for Covered Services to Participants in accordance with the Plan Participating Provider Agreement that are 20% decrement off of Billed Charges; allowing the Healthcare Provider to collect 80% of Billed Charges for Covered Services rendered. a. Notwithstanding anything to the contrary contained in this Agreement, Employer shall have no obligations under this Agreement after, nor shall any payments be made to Healthcare Provider in respect of any period after December 31 of any year, without an appropriation therefor by Employer 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). Section 4 Term and Termination 4.1 Term. The initial term of this Agreement shall commence on January 1, 2018, and shall continue in effect for two (2) years, unless and until terminated by either party according to this Section 4. This Agreement may be extended for up to three additional one year terms upon written agreement of both parties. 4.2 Termination without Cause. Either Party may terminate this Agreement without cause upon ninety (90) days advance written notice to the other Party. 4.3 Termination for Cause. This Agreement may be terminated for cause by either Party due to a breach of any material term, covenant or condition and subsequent failure to cure such breach as provided hereafter. Termination for cause shall be upon 60 days' prior written notice by the terminating Party unless the reason for termination is cured to the satisfaction of the terminating party within such 60 -day notice period. Section 5. Insurance. 5.1 Healthcare Provider agrees to provide and maintain at its sole cost and expense, such policies of general liability and other insurance, with policy limits as are commercially reasonable, as shall be necessary to insure Healthcare Provider and its employees against any claim or claims for damages arising by reason of personal injuries or death occasioned, directly or indirectly, in connection with the performance of any service by Healthcare Provider, the use of any property facilities or equipment provided by Healthcare Provider, and the activities performed by Healthcare Provider in connection with this Agreement. Section 6. 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: Human Resources 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-8790 Facsimile: 970-328-8799 E -Mail: echr@eaglecounty.us With a copy to: Eagle County Attorney 540 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 Facsimile: 974-328-8699 E -Mail: atty@eaglecounty.us Healthcare Provider: The Steadman Clinic, Professional LLC Attention: Greg Paschke 181 West Meadow Drive, Suite 400 Vail, CO 81657 Telephone: 970-479-1560 E -Mail: gpaschke@thesteadmanclinic.com Section 7. General Provisions 7.1 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. 7.2 Amendment. Amendments to this Agreement shall be agreed to in advance in writing and signed by Employer and the Healthcare Provider. 7.3 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. 7.4 Licensing. All physicians and other practitioners that provide Covered Services through the Healthcare Provider 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. 7.5 Indemnification. Healthcare Provider shall indemnify and hold harmless Employer, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which Employer 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 Healthcare Provider or any of its subcontractors hereunder; and Healthcare Provider shall reimburse Employer for reasonable attorney fees and costs, legal and other expenses incurred by Employer 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 Employer to the extent that Employer is liable to such third party for such claims without regard to the involvement of the Healthcare Provider. This paragraph shall survive expiration or termination hereof. 7.6 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. 7.7 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. 7.8 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. 7.9 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, Healthcare Provider's right to receive payment for Covered Services according to the terns of this Agreement. 7.10 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. 7.11 Entire Agreement. 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. 7.12 Sinding 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. 7.13 Compliance with Law. The Parties hereto agree to comply with all applicable laws and regulations in the performance of this Agreement. 7.14 Governmental Immunity. Employer 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. ยง 24-10-101, et seq., as amended, or otherwise available to Employer and its officers, attorneys or employees. IN WITNESS WHEREOF the Parties have caused this Agreement to be executed by their duly authorized representatives below. Eagle County (Employer) LE JD ...... Print Name: Bryan Treu Title: 1hh3riiflM Date: 11111 #4?9d 17 The Steadman Clin' , rofessional LLC (Healthcar d By: Print Name: GREG P4 S C H KC Title: Date: /(/7//7