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HomeMy WebLinkAboutC24-032 Vail Clinic dba Vail Health DM2\8135114.1 DIRECT CONTRACTING AGREEMENT THIS DIRECT CONTRACTING AGREEMENT (this “Agreement”) is entered into this date, January 1, 2024 (“Effective Date”)_________________ 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”). R E C I T A L S WHEREAS, EC maintains a self-insured health plan (the “Employer Plan”) 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 a 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: 1. 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 Providers shall provide Covered Services in accordance with applicable licensure and other laws                   - 2 - 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; 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”). Fees for those services rendered on a discount off of billed charges (“Fee Schedule”), Vail Health and Cigna Healthca re have set forth those fees 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%). 2.1 Charge Master Increases County acknowledges that Vail Health may increase the billed charge amounts within its charge master ("Charge Master Increase"). However, VAIL HEALTH shall use best effort to provide County written notice at least forty-five (45) days prior to the effective                   - 3 - date of a Charge Master Increase in accordance with Section 15 (Notices) of this Agreement. Such notice will include the amount of the Charge Master Increase and its effective date. County is entitled to rely upon the information contained in VAIL HEALTH's notice of Charge Master Increases for the purpose of adjusting payment rates as set forth below. In the event VAIL HEALTH implements an aggregate Charge Master Increase for those services rendered to Qualified Beneficiaries and paid by EC as a percentage of VAIL HEALTH's eligible billed charges that exceeds five percent ( 5%) during any twelve month period occurring on or after the effective date of the Agreement ("Charge Master Limit") and is not cumulative, County shall adjust all percentage of charge rates in the manner described below, which shall be documented and agreed to by the parties as an Amendment to this Agreement consistent with Section 22 of this Agreement. Adjusted percentage of charge rates shall be effective on the effective date of the Charge Master Increase. Charges for Implants, prosthetics, pacemakers and high-cost drugs are included in this provision. Charge Master Limit = 5% Example VAIL HEALTH Charge Master Increase = 8% Payment Rate Example: Payment Rate= 71% Example Adjusted Payment Rate = 69% Calculated = (71% * (1.05 / 1.08)) = 69.02777% rounded to the nearest one tenth of one percent (0.1%) Adjustments to percentage of charge rates will be applicable to the current and future Service and Rate Schedule(s) under this Agreement.                   - 4 - 3. Third Party 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 (t he “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 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 (30) 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. 3.3 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 compliance with applicable laws; the management of complex medical conditions; and the promotion of wellness and health improvement activities. 3.4 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 D ata and Reports and the ultimate                   - 5 - costs to EC of the Direct Contracting Arrangement, and such other information as the parties mutually determine. 4. Qualified 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 o ut-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, 2024 (the “Effective Date”) and continue in effect for a period of three (3) years, ending December 31, 2026. 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 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                   - 6 - 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 di spute 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 Change. 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 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 a 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. 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.                   - 7 - 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 mal practice 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. To Vail Health: Vail Health Hospital Attention: CFO P.O. Box 40,000 Vail, CO 81658 Telephone: 970-479-5131 Email: Compliance@VailHealth.org To EC: Eagle County, Colorado                   - 8 - Attention: Human Resources 500 Broadway P.O. Box 850 Eagle, CO 81631 Telephone: 970-328-8790 Facsimile: 970-328-8799 E-Mail: hollis.dempsey@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. Governing 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. 20. 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. 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                   - 9 - 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. 26. 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 seq., as amended, or otherwise available to EC and its officers, attorneys or employees. (SIGNATURE PAGE FOLLOWS)                   - 10 - 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., EAGLE COUNTY, COLORADO d/b/a VAIL HEALTH HOSPITAL By: By: Name: Name: Title: Title:                                    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 Clinic, Inc. dba Vail Health Hospital* (See Exhibit A-1) TIN: 84-0563230 Type 2 NPI: 1992812333 * Includes professional services billed by Vail Health Hospital for Emergency Department Physicians, Advanced Practice Providers, Radiologists and Howard Head Sports Medicine. Vail Valley Surgery Center, LLC (See Exhibit A-2) TIN: 03-0419967 Type 2 NPI: 1003944125 VVMC Diversified Services dba Vail Health Clinic (See Exhibit A-3) TIN 26-1167922 Type 2 NPI: 1942890876 Colorado Mountain Medical (See Exhibit A-4) TIN: 84-1887834 Type 2 NPI: 1730747445 Eagle Valley Mental Health dba Eagle Valley Behavioral Health (See Exhibit A-5) TIN: 83-4327406 NPI: 1972267292                   EXHIBIT A-1 Vail Clinic, Inc. dba Vail Heath Hospital TIN: 84-0563230 Type 2 Billing NPI: 1992812333 * Includes professional services billed by Vail Health Hospital for Emergency Department Physicians, Advanced Practice Providers and Radiologists. PROVIDER ROSTER AS OF 1/1/2024 Subject to change at any time. Vail Health will provide current rosters for entity at any time upon County’s request.                   EXHIBIT A-2 Vail Valley Surgery Center, LLC TIN: 03-0419967 Type 2 Billing NPI: 1003944125 PROVIDER ROSTER AS OF 1/1/2024 Subject to change at any time. Vail Health will provide current rosters for entity at any time upon County’s request.                   EXHIBIT A-3 VVMC Diversified Services dba Vail Health Clinic TIN 26-1167922 Type 2 NPI: 1942890876 PROVIDER ROSTER AS OF 1/1/2024 Subject to change at any time. Vail Health will provide current rosters for entity at any time upon County’s request.                   EXHIBIT A-4 Colorado Mountain Medical TIN: 84-1887834 Type 2 NPI: 1730747445 PROVIDER ROSTER AS OF 1/1/2024 Subject to change at any time. Vail Health will provide current rosters for entity at any time upon County’s request.                   EXHIBIT A-5 Eagle Valley Mental Health dba Eagle Valley Behavioral Health TIN: 83-4327406 NPI: 1972267292 PROVIDER ROSTER AS OF 1/1/2024 Subject to change at any time. Vail Health will provide current rosters for entity at any time upon County’s request.                   EXHIBIT B COVERED SERVICES AND FEE SCHEDULE COVERED SERVICES AND FEE SCHEDULE Vail Clinic dba Vail Health Hospital (all locations) – facility/technical TIN 84-0563230, NPI 1992812333 71% of billed charges* Vail Valley Surgery Center (all locations) – facility/technical charges TIN 03-0419967, NPI 1003944125 71% of billed charges* VVMC Diversified Services dba Vail Health Clinics TIN 26-1167922, NPI 1942890876 71% of billed charges Vail Health Emergency Department Providers, Advance Practice Providers, Radiologists. Howard Head Sports Medicine TIN 84-0563230, NPI 1992812333 Billing for these services are handled by Vail Clinic dba Vail Health Hospital 71% of billed charges * Except as noted below Medical Infusions/injectable specialty medications 175% Average Sales Price Mammography Screening Exam-2D & 3D (excludes professional fees) Lessor of 71% of billed charges or $295 Baby Deliveries (excluding professional fees): Using an Average Billed per Day for the entire length of stay: Vaginal: Day 1, 2, 3 = Lessor of 71.0% of billed charge per day (average billed per pay over entire length of stay) or $6,000 Day 4 until discharge: Using the average billed per day for the entire length of                   stay, day 4 until discharges payable at 71.0% of billed charges C-Section: Day 1, 2, 3 = Lessor of 71.0% of billed charge per day (average billed per pay over entire length of stay) or $14,750 Day 4 until discharge: Using the average billed per day for the entire length of stay, day 4 until discharges payable at 71.0% of billed charges. Outpatient MRI (including professional fees) Lessor of 71% of Billed Charges or $995 Outpatient CT Scan (including professional fees) (excludes nuclear medicine and bone density scans) Lessor of 71% of Billed Charges or $695 Colorado Mountain Medical (“CMM”) TIN: 84-1887834 Type 2 NPI: 1730747445 71% of billed charges Eagle Valley Behavioral Health (“EVBH”) TIN 83-4327406 Type 2 NPI: 1972267292 71% of billed charges Vail Health SafeFit® for EC employees (subject to available appointments and location) Unlimited visits                   EXHIBIT C EXCLUDED SERVICES NONE                   Certificate Of Completion Envelope Id: 12F71CF1BED043799C414B2F5C4553A2 Status: Completed Subject: Complete with DocuSign: Eagle County Direct to Employer Contract Eff 2024.01.01.pdf Source Envelope: Document Pages: 19 Signatures: 1 Envelope Originator: Certificate Pages: 1 Initials: 0 Wendy Spirek AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-07:00) Mountain Time (US & Canada) wendy.spirek@vailhealth.org IP Address: 50.224.246.126 Record Tracking Status: Original 1/24/2024 2:39:25 PM Holder: Wendy Spirek wendy.spirek@vailhealth.org Location: DocuSign Signer Events Signature Timestamp Nicholas Brown nico.brown@vailhealth.org Chief Strategy Officer Vail Clinic, Inc. d/b/a Vail Health Hospital Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 50.224.246.126 Sent: 1/24/2024 3:08:14 PM Viewed: 1/24/2024 3:13:35 PM Signed: 1/24/2024 3:13:48 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 1/24/2024 3:08:14 PM Certified Delivered Security Checked 1/24/2024 3:13:35 PM Signing Complete Security Checked 1/24/2024 3:13:48 PM Completed Security Checked 1/24/2024 3:13:48 PM Payment Events Status Timestamps            Certificate Of Completion Envelope Id: F7A1CAB9EA294B0E9024048B7A0DA5F5 Status: Completed Subject: Complete with DocuSign: Eagle County Direct to Employer Contract Eff 2024.01.01.pdf Source Envelope: Document Pages: 20 Signatures: 1 Envelope Originator: Certificate Pages: 5 Initials: 0 Wendy Spirek AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-07:00) Mountain Time (US & Canada) PO Box 40,000 IT Department - Austin Wallis Vail, CO 81658 wendy.spirek@vailhealth.org IP Address: 50.224.246.126 Record Tracking Status: Original 1/24/2024 3:21:46 PM Holder: Wendy Spirek wendy.spirek@vailhealth.org Location: DocuSign Signer Events Signature Timestamp Jeff Shroll jeff.shroll@eaglecounty.us County Manager Eagle County Security Level: Email, Account Authentication (None) Signature Adoption: Drawn on Device Using IP Address: 184.164.124.34 Sent: 1/29/2024 3:50:43 PM Viewed: 1/29/2024 3:59:05 PM Signed: 1/29/2024 3:59:18 PM Electronic Record and Signature Disclosure: Accepted: 1/29/2024 3:59:05 PM ID: c44653fa-03ea-4b1c-bda1-d544fa03a163 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Hollis Dempsey, Eagle County Gov't HR hollis.dempsey@eaglecounty.us HR Director Security Level: Email, Account Authentication (None) Sent: 1/29/2024 3:50:44 PM Viewed: 1/29/2024 3:51:55 PM Electronic Record and Signature Disclosure: Accepted: 1/25/2024 3:20:15 PM ID: 40295bb3-1607-4053-a9f0-8865a9517769 Brittany Olson, Brown & Brown, Senior Benefits Consultant brittany.olson@bbrown.com Security Level: Email, Account Authentication (None) Sent: 1/29/2024 3:59:19 PM Viewed: 1/29/2024 4:02:09 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Kyle Sullivan, Benefits Actuary, Brown and Brown Kyle.Sullivan@bbrown.com Security Level: Email, Account Authentication (None) Sent: 1/29/2024 3:59:20 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 1/24/2024 3:31:17 PM Certified Delivered Security Checked 1/29/2024 3:59:05 PM Signing Complete Security Checked 1/29/2024 3:59:18 PM Completed Security Checked 1/29/2024 3:59:20 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, Vail Clinic, Inc. d/b/a Vail Health Hospital (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically &$"!"$!!&'$%"%'$$&"!        $&%$&" $""% #%) "'!&)"(& Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact Vail Clinic, Inc. d/b/a Vail Health Hospital: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: lisa.griffith@vailhealth.org To advise Vail Clinic, Inc. d/b/a Vail Health Hospital of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at lisa.griffith@vailhealth.org and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from Vail Clinic, Inc. d/b/a Vail Health Hospital To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to lisa.griffith@vailhealth.org and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with Vail Clinic, Inc. d/b/a Vail Health Hospital To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to lisa.griffith@vailhealth.org and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that: x You can access and read this Electronic Record and Signature Disclosure; and x You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and x Until or unless you notify Vail Clinic, Inc. d/b/a Vail Health Hospital as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by Vail Clinic, Inc. d/b/a Vail Health Hospital during the course of your relationship with Vail Clinic, Inc. d/b/a Vail Health Hospital.