No preview available
HomeMy WebLinkAboutC17-417 Connecticut General Life Insurance Company and-or Cigna Health and Life Insurance CompanyAMENDMENT I TO ADMINISTRATIVE SERVICES ONLY AGREEMENT CLIENT SPECIFIC NETWORK ADMINISTRATION AGREEMENT This Agreement, with an effective date of January 1, 2018, is between Eagle County, Colorado, a body corporate and politic ("Employer"); and Connecticut General Life Insurance Company and/or Cigna Health and Life Insurance Company and their affiliates/subsidiaries (collectively, "CHLIC"). RECITALS Whereas, CHLIC performs administrative services for Employer's self-insured employee welfare benefit plan (the "Plan") pursuant to an Administrative Services Only Agreement between Employer and Cigna (the "ASO Agreement"); and Whereas, Employer has contracted with Vail Health Hospital including the addendum for Eagle County to provide health care services (the "Services") for persons covered under the Plan at a specific rate for such Services, attached hereto as Attachment A and incorporated herein by reference; and Whereas, Employer has contracted with the Steadman Clinic Professional LLC to provide Services for persons covered under the Plan at a specific rate for such Services, attached hereto as Attachment B and incorporated herein by reference; and Whereas, Employer has contracted with Vail Summit Orthopaedics, P.C. to provide Services for persons covered under the Plan at a specific rate for such Services, attached hereto as Attachment C and incorporated herein by reference; and Whereas, these various contracts that are attached hereto and incorporated herein by reference as Attachments A, B and C compose the Client Specific Network arrangement (the "CSN Arrangement"); and Whereas, Employer has requested CHLIC and CHLIC has agreed to administer claims from Vail Health Hospital, Steadman Clinic Professional LLC and Vail Summit Orthopaedics, P.C. (collectively the "Providers") and to reimburse Providers for the Services at rates reflected in Attachments A, B and C subject to the Plan terms. C17-417 AGREEMENT Now, therefore, the Parties agree as follows: 1. Employer has provided CHLIC with rates and other information that CHLIC reasonably requires to administer claims submitted to CHLIC by Providers for Services provided to the persons covered under the Plan. See Attachments A- C. CHLIC shall use such rates and information only for the purpose of providing administrative services to Employer's Plan. 1 Employer agrees that CHLIC, in its administration of the CSN Arrangement, will administer claims submitted by Providers and will handle all matters related to such claims in the same manner that CHLIC administers and handles claims submitted by providers directly contracted with CHLIC by applying claim administration policies and procedures as then applicable to its own health care insurance business. 3. If any Provider does not participate in CHLIC's contracted networks, it is understood and agreed that this CSN Arrangement does not create a participation status for such Provider in any CHLIC network and for all intents and purposes the Provider will remain a CHLIC nonparticipating provider. As a result, CHLIC will not credential or otherwise provide oversight of Provider as it relates to the CSN Arrangement. 4, This Agreement is an amendment to the ASO Agreement between CHLIC and Employer. To the extent not consistent with the terms thereof, this Agreement shall be governed by the terms of the ASD Agreement. Except as specifically amended herein, the ASO Agreement shall remain in full force and effect. 5. Employer acknowledges and agrees that CHLIC is not a party to the CSN Arrangement between Employer and Providers, and Employer agrees to waive, release and fully and forever discharge CHLIC, its affiliates and their directors, officers, employees and agents from any and all injuries, losses, damages, expenses or claims or causes of action whether known now or hereafter resulting directly or indirectly from this CSN Arrangement unless such injuries, losses, damages, expenses or claims or causes of action were caused by or were based upon any performance or non-performance of CHLIC; however, in no event will CHLIC be liable for Plan Benefits. Agreed to by CHLIC By: Printed Title: C Date: E duly authorized representatives of the Parties as set forth below: Victoria A. Sirica 1, 2017 Eagle County, Colorado a body corporate and politic Printed Name: Jillian H. Ryan Title: Chair Date: 12/13/2017 Attest for Jillian H. Ryan: By: r--- — —T - Regina (5 –n, UerTc To—t- Fe— —Boa FU ATTACHMENT A ATTACHMENT A DIRECT 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 DM218135114A ATTACHMENT A 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%). -2- ATTACHMENT A 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 -3- ATTACHMENT A 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 -4- ATTACHMENT A 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. -5- ATTACHMENT A 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 ATTACHMENT A 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. -7- ATTACHMENT A 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. -8- ATTACHMENT A (SIGNATURE PAGE FDLLDWS) -9- ATTACHMENT A 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 By: Name: Ted Sirotta Title: Ted Sirotta Date: 09/25/2017 mallm EAGLE COUNTY, COLORADO Name: 7ilhan H. Ryan Title: Chair Date: 10/10/2017 ATTACHMENT A 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 ATTACHMENT A 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 ATTACHMENT A EXHIBIT C EXCLUDED SERVICES NONE ATTACHMENT B ATTACHMENT 8 HEALTHCARE 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 he 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 ATTACHMENT B 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). ATTACHMENT 8 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 ATTACHMENT 8 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. ATTACHMENT 8 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. ATTACHMENT 8 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. § 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 Print Name: B rya n Treu The Steadman Clin' , rofessional LLC (Healthcar d By: r Print Name: GREG P4.5C H KC Title: hbOrinn CmurItY N690agw Title:y Date: 111�7 Date: ! I 7 ATTACHMENT C ATTACHMENT C HEALTHCARE PROVIDER AGREEMENT This Healthcare Provider Agreement ("Agreement") is entered into this 12/05/2017 , with an effective date of January 1, 2018 ("Effective Date"), by and between Eagle County, Colorado, a body corporate and politic ("Employer") and Vail -Summit Orthopaedics, P.C., a Colorado professional corporation ("Healthcare Provider"). RECITALS WHEREAS, the Employer desires to obtain certain medical services (the "Covered 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 Employer desires to contract with the Healthcare Provider to obtain those Covered Services for which Healthcare Provider, through its licensed professionals, is appropriately licensed and qualified by education, experience and training, and which Healthcare Provider is willing to provide on Employer's behalf, 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 Employee 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: Section 1 - Definitions 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 within the scope of Healthcare Provider's training, experience, licensure and expertise for which a Participant is entitled to receive coverage under the terms and conditions of the Benefit Plan. 1.5 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. 1.7 Plan Participating Provider Agreement is the Group Practice Managed Care Agreement between the Healthcare Provider and CIGNA HealthCare of Colorado, Inc. ("Cigna"). 1.8 Participant means any individual or eligible dependent of such individual, who is eligible and enrolled in the Benefit Plan 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, in the interest of providing high quality medical services to Participants at a reasonable cost to Employer, provide incentive to Participants to utilize Participating Providers. The Healthcare Provider will be placed in Tier 1 which will consist of the highest level of coverage for Participants. 2.3 Representation and Warranty of Employer. The Employer represents and warrants to Healthcare Provider that this Agreement is authorized by all necessary governmental action on behalf of Employer, is duly executed and delivered by Employer, constituting a legal and binding obligation upon Employer. 2 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 certain provisions of the Plan Participating Provider Agreement that are at a 28% decrement off of Billed Charges, allowing the Healthcare Provider to collect 72% of Billed Charges for Covered Services rendered. 3.2 Function of the Third Party Administrator. The Employer has obtained the services of Cigna Health and Life Insurance Company as a third party administrator ("TPA") with regard to the Covered Services. The Healthcare Provider is a party to the Plan Participating Provider Agreement. The parties agree with respect to the following circumstances, the terms of the Plan Participating Provider Agreement shall control as between Healthcare Provider and Cigna: receiving claims from Healthcare Provider 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 this Agreement ("Data and Reports"); and providing support services as are necessary and appropriate for Cigna under this Agreement (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 Healthcare Provider or one of its representatives, for the approval, including a level of care determination, for the provision of a Covered Service to a specific Participant 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. 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 Healthcare Provider pursuant to the Plan Participating Provider Agreement, the Employer will make reasonable efforts to request that TPA provide Healthcare Provider with documentation of the Policies that are unique to this Agreement. In the event that Healthcare Provider believes any Policy will prohibit either of Healthcare Provider or Employer from performing its obligations under this Agreement, Healthcare Provider shall notify Employer within seven (7) days of knowledge of such alleged prohibition. The parties agree to meet and confer with the TPA to determine an appropriate resolution with the TPA. 3.4 HIPAA. The Healthcare Provider agrees to comply with Health Insurance Portability and Accountability Act and all regulations established thereunder including, but not limited to, the privacy and security standards for Protected Health Information (collectively "HIPAA"). 3.5 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 at a 28% decrement off of Billed Charges, allowing the Healthcare Provider to collect 72% of Billed Charges for Covered Services rendered. 3.5 It is expressly agreed and understood that neither Healthcare Provider nor any of its licensed professionals shall be a fiduciary of the Benefit Plan, whether named or unnamed. It is further agreed that the provisions of this Section shall survive the termination or expiration of this Agreement. 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 one (1) year, unless and until terminated by either party according to this Section 4. This Agreement may be extended for up to four 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 sixty (60) days' prior written notice by the terminating Party unless the reason for termination is cured to the reasonable satisfaction of the terminating party within such sixty (60) day notice period. Section 5. Insurance. 5.1 Healthcare Provider agrees to provide and maintain at its sole cost and expense, professional liability insurance in an amount of not less than $1,000,000 per occurrence and $3,000,000 aggregate, and such policies of general liability and other insurance with policy limits as are commercially reasonable, 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. Relationship of Parties. Employer and Healthcare Provider are independent contractors under this Agreement with respect to each other. Nothing in this Agreement shall be construed or deemed to create a relationship of employer and employee, principal and agent, joint venturers, or any relationship other than that of independent entities contracting with each other solely for the purpose of carrying out the terms and conditions of this Agreement. Neither party shall have any express or implied right or authority to assume or create any obligation or responsibility on behalf of, or in the name of, the other party, except as set forth herein. Section 7. 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 4 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. EMPLOYER: Eagle County, Colorado Attention: Human Resources 500 Broadway Post Office Box 854 Eagle, CO 81631 Telephone: 970-328-8790 Facsimile: 970-328-8799 E -Mail: echr@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 854 Eagle, Co 81631 Telephone: 970-328-8685 Facsimile: 970-328-8699 E -Mail: atty@eaglecounty.us Healthcare Provider: Vail Summit Orthopaedics, P.C. Attn: John Polikandriotis, CEO 360 Peak One Drive, Suite 180 P.O. Box 1343 Frisco, CO 84443 Telephone: (974) 477-4454 Facsimile: (974) 668-4406 Email: johnp@vsortho.com With a copy to: Jennifer A. Sullivan, Esq. Caplan & Earnest, LLC One Boulder Plaza 1800 Broadway, Suite 200 Boulder, CO 84342-5289 Telephone: (343) 443-8010 Fax: (343) 444-3967 Email: jsullivan@celaw.com 4 Section 8. General Provisions 8.1 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. 8.2 Amendment. Amendments to this Agreement shall be agreed to in advance in writing and signed by Employer and the Healthcare Provider. 8.3 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. 8.4 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. 8.5 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. 8.5 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. 8.7 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. s 8.8 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. 8.9 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 terms of this Agreement. 8.10 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. 8.11 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. 8.12 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. 8.13 Compliance with Law. The Parties hereto agree to comply with all applicable laws and regulations in the performance of this Agreement. 8.14 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. § 24-10-101, et seq., as amended, or otherwise available to Employer and its officers, attorneys or employees. 8.15 Non -exclusivity. Nothing herein shall preclude Healthcare Provider from contracting with other self-funded health insurance plans, health insurance companies, health maintenance organizations or other entities licensed to assume health insurance risk. 7 IN WITNESS WHEREOF the Parties have caused this Agreement to be executed by their duly authorized representatives below. Eagle County (Employer) Vail Summit Orthopaedics, P.C. By: Print Name: Kelley Collier Title: Deputy County Manager Date: 12/05/2017 E.1 (Healthcare Provider) By: Print Name: John Polikandriotis Title: CEO Date: 1 /05/ X17