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HomeMy WebLinkAboutC21-045 Vail Summit OrthopaedicsHEALTHCARE PROVIDER AGREEMENT This Healthcare Provider Agreement ("Agreement") is entered into this _______________, with an effective date of January 1, 2021 (“Effective Date”), by and between Eagle County, Colorado, a body corporate and politic ("Employer") and Vail-Summit Orthopedics, 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. DocuSign Envelope ID: B7AD447D-63E7-4768-A99D-69B85133AF8A 2/11/2021 C21-045 2 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. 1.6 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. 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. DocuSign Envelope ID: B7AD447D-63E7-4768-A99D-69B85133AF8A 3 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. 3.6 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 DocuSign Envelope ID: B7AD447D-63E7-4768-A99D-69B85133AF8A 4 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, 2021, and shall continue in effect for three (3) years, unless and until terminated by either party according to this Section 4. This Agreement shall continue thereafter for consecutive renewal terms of three (3) years each, subject to termination as provided in Section 4. 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 DocuSign Envelope ID: B7AD447D-63E7-4768-A99D-69B85133AF8A 5 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 850 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 850 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 1303 Frisco, CO 80443 Telephone: (970) 477-4450 Facsimile: (970) 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 80302-5289 Telephone: (303) 443-8010 Fax: (303) 440-3967 Email: jsullivan@celaw.com DocuSign Envelope ID: B7AD447D-63E7-4768-A99D-69B85133AF8A 6 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. 8.6 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. 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. DocuSign Envelope ID: B7AD447D-63E7-4768-A99D-69B85133AF8A 7 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. This Agreement shall not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns. 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. ///REMAINDER OF PAGE INTENTIONALLY BLANK/// DocuSign Envelope ID: B7AD447D-63E7-4768-A99D-69B85133AF8A 8 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. (Healthcare Provider) By: By: Print Name: Print Name: Title: Title: Date: Date: DocuSign Envelope ID: B7AD447D-63E7-4768-A99D-69B85133AF8A CEO John Polikandriotis 2/11/20212/11/2021 County Manager Jeff Shroll