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HomeMy WebLinkAbout06/06/2017 06D Settlement Agreement with Yakima Valley Memorial Hospital AssociationBUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDASTATEMENT Item No. 6.D. For Meeting of: June 6, 2017 ITEM TITLE: Resolution authorizing a settlement with Yakima Valley Memorial Hospital Association and related entities regarding charges asserted by Memorial for health care and medical care and services provided to City of Yakima Employee Medical Benefits Plan covered employees and their designated dependents during the period from January 1, 2015 through April 30, 2016 SUBMITTED BY: Connie Mendoza, Human Resources Director SUMMARY EXPLANATION: This Resolution authorizes the City Manager to consent to and execute a settlement agreement entered into by the City of Yakima and Yakima Valley Memorial Hospital Association and related entities ("Memorial") to resolve and settle charges asserted by Memorial for health care and medical care and services provided to City of Yakima Employee Medical Benefits Plan covered employees and their designated dependents during the period from January 1, 2015 through April 30, 2016. Memorial has signed the attached Settlement Agreement, which describes the terms of the agreement. The total amount of the settlement is $1,029,664. The City will pay this amount in three separate payments of $729,664 in 2017, $150,000 in 2018 and $150,000 in 2019. The settlement will be funded from the Employee Health Benefit Reserve budget which is used to pay the cost and expenses for health care and medical care and services. Effective January 1, 2015, the City of Yakima Employee Medical Benefits Plan discontinued participation in a Preferred Provider Network ("PPO"). Instead, the City entered into an agreement with ELAP to conduct reviews and audits of health claims and reimburse hospital/facility claims at a percentage of Medicare or on a Cost Plus model. Memorial is a hospital/facility that did not agree with the ELAP reimbursement module, and for a period of time the parties were not in agreement on the amount of payment for health care and medical care and services provided to City of Yakima Medical Plan covered employees and dependents. The City and Memorial have worked together to resolve the disputed charges for health care and medical care and services, which has resulted in the attached Settlement Agreement. Effective May 1, 2016, the City of Yakima Medical Plan discontinued the contract with ELAP and subscribed to a Preferred Provider Network. ITEM BUDGETED: Yes STRATEGIC PRIORITY: Public Trust and Accountability APPROVED FOR SUBMITTAL: ~City Manager ct*�� STAFF RECOMMENDATION: Adopt Resolution. BOARD/COMMITTEE RECOMMENDATION: ATTACHMENTS: Description D Resolution D Settlement Agreement Upload Date 5/25/2017 5125/2017 Type Resolution RESOLUTION NO. R -2017- A RESOLUTION authorizing a settlement with Yakima Valley Memorial Hospital Association and related entities ("Memorial') regarding charges asserted by Memorial for health care and medical care and services provided to City of Yakima Employee Medical Benefits Plan covered employees and their designated dependents during the period from January 1, 2015 through April 30, 2016 WHEREAS, the service contract that the City of Yakima had with Yakima Valley Memorial Hospital and hospital-based facilities and services expired in 2015, and for a period of time the parties were not in agreement on the amount of payment for health care and medical care and services (referred to as "the services") provided to City of Yakima Employee Medical Benefits Plan covered employees and their designated dependents; and WHEREAS, the City has engaged in discussions with Memorial to resolve the dispute between the City and Memorial for charges for health care and medical care and services, and the parties have worked together to mutually resolve the issue; and WHEREAS, the Settlement Agreement with Yakima Valley Memorial Hospital Association and related entities resolves and settles the charges asserted by Memorial for health care and medical care and services provided to City of Yakima Employee Medical Benefits Plan covered employees and their designated dependents during the period from January 1, 2015 through April 30, 2016. WHEREAS, the City Council of the City of Yakima deems it to be in the interest of the City to authorize the City Manager to execute the attached Settlement Agreement to resolve and settle the issue regarding the Memorial charges for the services; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager of the City of Yakima is authorized and directed to sign the attached Settlement Agreement entered into by the City of Yakima and Yakima Valley Memorial Association and related entities ("Memorial') to resolve and settle the charges asserted by Memorial for health care and medical care and services provided to City of Yakima Employee Medical Benefits Plan covered employees and their designated dependents during the period from January 1, 2015 through April 30, 2016; and to execute all necessary documents for the issuance of funds by the City to implement the settlement in the total amount of $1,029,664, which will be paid to Memorial in three separate payments of $729,664 in 2017, $150,000 in 2018, and $150,000 in 2019. ADOPTED BY THE CITY COUNCIL this 6th day of June, 2017. ATTEST: Sonya Claar Tee, City Clerk Kathy Coffey, Mayor SETTLEMENT AGREEMENT This Settlement Agreement (hereafter referred to as the "Agreement" or t "Settlement Agreement") is made and entered into by and between Yakima Vall Memorial Hospital Association, a Washington corporatiotil Virginia Mason Mcmon formerly known as Yakima Valley Memorial Hospital, a Washington corporation; YAk1 Valley Memorial Hospital, a Washington corporation; Memorial Home Health a Hospice; Yakima Valley Memorial Home Care; The Memorial Foundation, a Washingto nonprofit corporation; Memorial Infusion Care; Memorial Wound Care; Memorial Imaging at Yakima Valley Memorial Hospital; Cornerstone Medicine; North Star Lod Cancer Care Center; Memorial's Imaging at Yakima Heart Center; Water's Edge Pai Relief, Cottage in the Meadow; Ohana Mammography Center; Surgi-Center (a) Memoria Lakeview Physical Therapy; Memorial's Valley Imaging; Children's Village; and the affiliated entities and/or subsidiaries, successors, assigns, member companies, an, affiliated health care providers (hereafter all of the above are collectively referred to "Memorial" or "Virginia Mason Memorial, formerly known as Yakima Valley Memorl Hospital" or collectively as the "Releasing Parties") and the City of Yakima, a Washingto municipal corporation (hereafter referred to as the "City" or the "City of Yakima"). Vv'HEREAS, Memorial has asserted charges for health care and medical care and services provided to City of Yakima EAloiee Medical Benefits Plan coverer - =C'071.,7��riiucias-uul-i-lrg-tTre-sixTeeWo-Tmontw-pe—riou from January -f—,201-5 through April 30, 2016 (referred to in this Agreement as the "charges"); and WHEREAS, the parties to this Agreement desire to avoid the expense, burden and uncertainty of continued disputes and potential litigation; and WHEREAS, the City and Memorial wish to settle and compromise the claim for payment for health care and medical services provided during the period from January 1, 2015 through April 30, 2016-5 1. Payment and Consideration The consideration for the release contained in paragraph 2 below and for this settlement includes the following: A. Payment by the City of Yakima to Virginia Mason Memorial, formerly known as Yakima Valley Memorial Hospital, which will be made payable to "Virginia Mason Memorial" in the total sum of -n $1,029,664 payable for the benefit of the Releasing Parties, subject to the approval by the Yakima City Council. This amount will be paid by the City of Yakima in three separate payments during years 2017, 2018 and 201.9, as follows: The first payment in the amount of $729,664 is to be made by the City of Yakima to Memorial in 2017 within 30 days after approval of the settlement by the City Council. 2) The second payment in the amount of $150,000 is to be paid by the City of Yakima to Memorial in 2018 by no later than June 1, 2018. 3) The third payment in the amount of $150,000 is to be paid to Memorial in 2019 by no later than June 1, 2019. B. Tax liability, if any, on the proceeds of the settlement sum shall be paid by the Releasing Parties, and the Releasing Parties agree to hold the City of Yakima, EBMS and ELAP harmless and to indemnify them from any liability arising from the Releasing Parties' failure to satisfy the Releasing Parties' tax obligations related to this settlement. MEN= For the consideration recited above, Virginia Mason Memorial, formerly known as Yaki Valley Memorial Hospital Association, a Washington corporation; Yakima Vall Memorial Hospital, a Washington corporation; Yakima Valley Memorial Hospital, Washington corporation; Memorial Home Health and Hospice; Yakima Valley Memori Home Care; The Memorial Foundation, a Washington nonprofit corporation; Memori Infusion Care; Memorial Wound Care; Memorial's Imaging at Yakima Valley Memori Hospital; Cornerstone Medicine; North Star Lodge Cancer Care Center; Memorial Imaging at Yakima Heart Center; Water's Edge Pain Relief; Cottage in the Meado Ohana Mammography Center; Surgi-Center @ Memorial; Lakeview Physical Therap Memorial's Valley Imaging; Children's Village; and their affiliated entities and/ subsidiaries, successors, assigns, member companies, and affiliated health care provide (collectively herein the "Releasing Parties") forever release the City of Yakima, the Ci of Yakima Employee Medical Benefits Plan, participants and beneficiaries of the City Yakima Employee Medical Benefits Plan, Employee Benefit Management Services, In ELAP Services, LLC ("ELAP"), and all their respective past, present a future elected and/or appointed officials, directors, officers, employees, agents, assign successors, attorneysinsurers, and related entities (collectively herein the "Entiti Settlement Agreement - 2 of 19 �V Released") from all past, present and future claims for Memorial's charges and billings, including but not limited to facility charges, for health care and medical care and services provided to City of Yakima Employee Medical Benefits Plan covered employees and their designated dependents during the sixteen month period from January 1, 2015 through April 30, 2016, and/or from claims relating to or arising from those charges. As referred to in this Agreement, "past, present and future claims" mean those claims, rights and causes of action, whether known or unknown, suspected or unsuspected, vested or contingent which in any way arise out of or are related to any incidents, acts or omissions between the Releasing Parties and the City of Yakima, EBMS, ELAP and their past and present elected and/or appointed officials, directors, officers, employees, and agents, assigns, successors, attorneys, insurers and related entities, including but not limited to all of Memorial's charges, billings and/or facility charges arising from or related to health care and medical care and services provided to City of Yakima Employee Medical Benefits Plan covered employees and their designated dependents durinm the sixteen month C, I I's-kni January 1, 2015 through April 30, 2016, and/or from claims relating to or arising from those charges, billings and/or facility charges. This includes all claims, rights and causes of action under federal, state, or local law, including but not limited to those based on contract, statute, regulation, code, ordinance, tort, equity or otherwise. 3. Removal of Ovdit Reporting The Releasing Parties will agree not to rej2ort anv of theDgielis. 6"kiruq R-flinbWA r-ya17nU1paHLS WIU ocne-Liciaries, and/or third -party guarantors of any past, present and future claims released pursuant to Paragraph 2 to any credit reporting agency, and the Releasing Parties will not cause any other person or entity to do so. If already reported to any credit reporting agency, either directly by the Releasing Parties or by any agent or assignee of the Releasing Parties, the Releasing Parties will facilitate and demand the complete removal of all such adverse credit reports, which the Releasing Parties will use all reasonable efforts to accomplish within sixty (60) days of the adverse credit report being brought to the attention of the Releasing Parties. The Releasing Parties hereby acknowledge that it will be insufficient for any adverse credit report to reflect "paid," "settled," "resolved," or other such resolution on the credit report, as only the complete removal of the matter(s) from all credit reports will suffice. Notwithstanding the foregoing provisions, the parties recognize that the ultimate deon as to whether a claim is removed from a credit report is within the credit reporting agency's exclusive control. If the credit reporting agency ultimately refuses to provide the requested relief, the Releasing Parties' obligations under this paragraph will be deemed satisfied provided they have used all reasonable efforts to accomplish those obligations. 7 The Releasing Parties represent that all lienable expenses, and all subrogation claims, and all claims of any other persons or entities legally entitled to share in the proceeds of this settlement have been paid, or will be paid or otherwise resolved from the proceeds of this The Releasing Parties agree to defend, indemnify and hold harmless the Entities Released from and against all lien and subrogation claims, if any, including all costs and attorneys' fees incurred in the defense of such claims. 9000ROMMMMI ME This Settlement Agreement shall be construed and interpreted according to the laws of the State of Washington. The venue of any action necessary under this Settlement Agreement shall be solely in Yakima County Superior Court, Yakima, Washington. 6. Denial of Ltabifi!y This Settlement Agreement ex 11 -tf to the Releasing Parties' charges referred to in this Agreement. It is expressly agreed that liability for all such claims is denied by the Entities Released as is any fault relating to the matters described. It is agreed and understood that this settlement is a compromise of disputed claims. Acceptance of this Settlement Agreement shall not operate or be construed as an admission by the Entities Released of any liability to the Releasing Parties, breach of any agreement between any of the Entities Released and the Releasing Parties, or violation by the Entities Released of any statute, law or regulation. The Releasing Parties certify and warrant that they are fully authorized to enter into this Settlement Agreement and bind themselves and the respective parties thereto. The Releasing Parties further warrant that no other person or entity has or has had any interest in the claims or causes of action referred to in this Settlement Agreement and that they have the sole right and exclusive authority to execute this Settlement Agreement and to receive the settlement proceeds. 8. Cottodfitti6n With C6tjjj�d The parties have read this Settlement Agreement and fully understand the terms. They have been given fall opportunity to seek independent legal counsel of their choice regarding the legal implications of this Settlement Agreement and have done so. Th - parties understand and acknowledge the significance and consequences of this Settlemenl Agreement and expressly confirm that it is to be given full force and effect according to each and all of its expressed terms and provisions. This Settlement Agreement may be signed in counterparts by the parties. If the Agreement is signed by the parties in counterparts, it will be considered a fully executed Agreement. If this Agreement is executed in two or more counterparts, each counterpart shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Counterpart signature pages may be detached from separately delivered counterparts of this Agreement and attached to other, identical counterparts of this Agreement, or to a version of this Agreement that is identical to that from which the signature page was detached, in order to create a fully executed original version of this Settlement Agreement. Faxed and emailed signature pages shall be deemed originals for • purposes. By: Cliff.. oore, City Manager Date: By: City Clerk City Contract No. 2017 - Resolution No. R-2017- YAKIMA VALLEY MEMORIAL HOSPITAL ASSOCIATION By: Timothy A. Reed Chief Financia OM er Date: VIRGINIA MASON MEMORIAL, formerly known as YAKIMA VALLEY MEMORIAL HOSPITAL, and on behalf of the Releasing Parties By: Timothy A. Reed Chief Financia 0 cer Date: By: Timothy A. Reed Chief Financial Offs ger' Date: ESM By: Timothy A. Reed Chief Fianei 10 Leer Date: YAKIMA VALLEY MEMORIAL HOME CARE By: _ Timothy :3 Reed Chief FianeYIPS- Ofl er ate: THE MEMORIAL FOUNDATION k By: Timothy A. Reed Chief Financial,Officer Date: HE By: Timothy A. Reed Chief Financial ffie Date: By: Timothy A. Reed Chief Financia Offic Date: By: Timothy A. Reed Chief ii c*al 0fico• Date: CORNERSTONE MEDICINE By: Timothy A. Reed Chief Finan `al fficer ate: j; NORTH• CENTER By:r ZimothyA. edd Chief Financial ffi e Date: By: ., �.....' Timothy A. Reed Chief Financial ffi r Date: Y: Ti w6hy A. ed Chief Fin nci f icer Date:__ 7 015 By: 71z� Timothy A. Reed Chief Finnciai tf cep- Date: m 12 By: Timothy A. d Chief Pinanei I Of cer Date: p• By: Timothy A. Reed Chief Finane'a fey' Date: LEVIW PHYSICAL THERAPY Y Timothy A. Reed Chief Financi Officer Date: By: Timothy A. Reed Chief Financia Off Date: STATE OF WASHINGTON) ) ss. COUNTY OF KAKI A ) 13 On this J�P�ay of May, 2017, before me personally appeared Timothy A. Reed, to me known to be the Chief Financial Officer of YAKIMA HOSPITALASSOCIATION, r he acknowledgedauthorized Settlement Agreement and acknowledged said instrument to be the free and voluntary and of y. i VALLEY MEMORIAL t.. \y ASSOCIATION O:.1 ?nd purposes therein mentioned. 14 STATE OF WASHINGTON ) ) ssa COUNTY OF YAKIMA ) On this _15t—'day of May, 2017, before me personally appeared Timothy A. Reed, to me known to be the Chief Financial Officer of VIRGINIA MASON MEMORIAL, formerly knownas * i VALLEY MEMORIAL •A a:. ♦he acknowledged he is authorized to execute this Settlement Agreement and acknowledged said instrument to be the free and voluntary act and deed of VIRGINIA MASON MEMORIAL, formerly knownas 1 A.. VALLEY MEMORIAL A HOSPITAL, rReleasingParties, for and ii `i. STATE OF WASHINGTON ) ) ss� COUNTY OF YAI A ) ■ ♦ . MffT3TM77Jr' oFresiding at �-t )AMy commission e*01f �* tb *n this 15 Reed, r ......... r ♦....persona'.rr i ♦ me known to be the Chief Financial Officer of YAKIMA VALLEYMEMORIAL HOSPITAL, and he acknowledged he is authorized to execute this Settlement Agreement and acknowledged said instrument to be the free and voluntary act and deed of YAKIMA VALLEY MEMORIAL HOSPITAL and for the Releasing Parties, for the uses and purposes ♦ i Settlement Agreement 15 STATE OF WASHINGTON ) ss. COUNTY OF YAKIMA On this Nay of May, 2017, before me personally appeared Timothy ♦ Ree to me known to be the Chief Financial Officer of MEMORIAL HOME HEALTH AN HOSPICE, and he acknowledged he is authorized to execute this Settlement Agreeme and acknowledged said instrument to be the free and voluntary act and deed MEMORIAL HOME HEALTH ♦ HOSPICE for the uses and purposes thei-6 mentioned. I STATE OF WASHINGTON ) ss. COUNTY OF YAKIMA residing at W. -11L • this I f�` day of May, 2017, before me personally appeared Timothy A. Reed, to me known to be the Chief Financial Officer of YAKIMA VALLEY MEMORIAL HOME CARE, and he acknowledged he is authorized to execute this Settlement Agreement and acknowledged said instrument to be the free and voluntary act and deed of YAKIMA VALLEY MEMORIAL HOME CARE for the uses and purposes therein mentioned. sw 1 M STATE OF WASHINGTON ) ) ss. COUNTY OF YAI A ) On this IS w mentioned.to me known to be the Chief Financial Officer of THE MEMORIAL FOUNDATION, al said instrument to be the free and voluntary act and deed of THE MEMORIA 4, { STATE OF WASHINGTON ) ) ss. COUNTY OF YAKIMA) On this day of May, 2017, before me personally appeared Timothy A. Reed, to me known to be the Chief Financial Officer of MEMORIAL INFU I 17 STATE OF WASHINGTON ) ) ss; COUNTY OF YAI A ) On this day of May, 2017, before me personally appeared Timothy A. Reed, to me known to be the Chief Financial Officer of MEMORIAL WOUND CARE, and he acknowledged he is authorized to execute this Settlement Agreement and acknowledged said instrument to be the free and voluntary act and deed of MEMORIAL WOUND CARE for r purposes - 'r. STATE OF WASHINGTON) ) ss. COUNTY OF YA I A ) . -r r 11 3 residing commissionMy i On 1 i personally appeared Timothy A. R..r knownto me r be the Chief FinanciAl iwien ► and he acknowledged he is authorized to execute th li—�� Settlement Agreement and acknowledged said instrument to be the free and voluntary act and r--' of ii •L'S IMAGING AT • . VALLEY MEMORIAL HOSPITAL for the uses and purposes therein mentioned. 18 STATE OF WASHINGTON ) ) SS. COUNTY OF YA I A ) On i. of before me personally appeared TimothyReed, to me known to be the Chief Financial Officer of CORNERSTONE MEDICINE, and he acknowledged he is authorized to execute this Settlement Agreement and acknowledged said instrument to be the free and voluntary act and deed of CORNERSTONE MEDICINE for purposes ■ `i. cCARo4// IT $$ ¢� y coram; Expires , d October 01, 2020 V WASt STATE OF WASHINGTON ) ) SS. COUNTY OF YAKI A ) On this I day of May, 2017, before me personally appeared Timothy A. Ree to me known to be the Chief Financial Officer of NORTH STAR LODGE CANCE CARE CENTER, and he acknowledged he is authorized to execute this Settleme Agreement and acknowledged said instrument to be the free and voluntary act and deed NORTH STAR LODGE CANCER CARE CENTER for the uses and purposes therei mentioned. O�� r f ! + • residing , My commission E9 STATE OF WASHINGTON ) ss. COUNTY OF YAKIMA -1-4 On this 151 -'day of May, 2017, before me personally appeared Timothy A. Reel to me known to be the Chief Financial Officer of MEM'VSVr,.L': k lemeii deed rpos HEART CENTER, and he acknowledged he is authorized to execute this Settleme Agreement and acknowledged said instrument to be the free and voluntary act and deed MEMORIAL'S IMAGING AT YAKIMA HEART CENTER for the uses and purpos therein mentioned. My Comm. Expires October 01, 2020 Z.- 11ejic t I e State Egoton % .0 Print 0 .&1 ot ZZ CIV - N . UBL 0 Notary ublic in and fo rWa�shingt( WASresiding at '�expire IMM I My commission STATE OF WASHINGTON ) ss. COUNTY OF YAKIMA On this I Z> r day of May, 2017, before me personally appeared Timothy A. Reed, to me known to be the Chief Financial Officer of WATER'S EDGE PAIN RELIEF, and he ackncwJ-e�,-,A—V. is,.�t -+r-jzej t* exc�'-- th-i-FSettlemezA-Agreemc-tA—arfi ". �*wk-dg-emi said instrument to be the free and voluntary act and deed of WATER'S EDGE PAIN RELIEF for the uses and purposes therein mentioned. MY Comm. F'pf'ec October at, 2020 N9 STATE OF WASHINGTON ) ) ss;.. COUNTY OF YAKIMA } On this 15 '-�d'ay of May, 2017, before me personally appeared Timothy A. Reed, to me known to be the Chief Financial Officer of COTTAGE IN THE MEADOW, and he acknowledged he is authorized to execute this Settlement Agreement and acknowledged said instrument to be the free and voluntary act and deed of COTTAGE IN THE MEADOW for the� uses and purposes therein ♦ "i ""� : . = y Corer". Expires AOctober 01, 2020 . Print Na e: ��. Notary blic Ind he States asi tan g P WAS M; residing at My commission. expires k u I t STATE OF WASHINGTON ) ) ssp COUNTY OF YAI A ) On this It I,,)"" day of May, 2017, before me personally appeared Timothy A. Reed, to me known to be the Chief Financial Officer of OHANA MAMMOGRAPHY CENTER, and he acknowledged he is authorized to execute this Settlement Agreement and acknowledged said instrument to be the free and voluntary act and deed of OHANA MAMMOGRAPHY CENTER for the uses and purvoses therein mentioTted. residing at i ! •• i R STATE OF WASHINGTON } ) SS. COUNTY OF YAI A ) On this 1-51�ay of .y, 2017, before me personally red Timothy A. Reed, to me known to be the Chief Financial Officer of SURGI-CENTER (�&. MEMORIAL, and he acknowled ed he is authorize said ! 1' the free and voluntary act and deed of • MEMORIAL for the uses and DurDoses therein rte-itimoua-i STATE OF WASHINGTON } ) SS. COUNTY OF YAKIMA } • ! y On this I 5 -"-day of May, 2017, before me personally appeared Timothy A. Reed, to me known to be the Chief Financial Officer of LAKEVIEW PHYSICAL THERAPY, and he acknowledged he is authorized to execute this Settlement Agreement and acknowledged said instrument to be the free and voluntary act and deed of LAKEVIEW PHYSICAL THERAPY for ! purposes therein mentioned. M! ! 22 STATE OF WASHINGTON ) } ss. COUNTY OF YAI A } On this day of May, 2017, before me personally appeared Timothy A. Reed, to me knownbe + of VALLEY and he acknowledged he is authorized to execute this Settlement Agreement and acknowledged said instrument to be the free and voluntary act and deed of MEMORIAL'S VALLEY IMAGING for the uses and purposes therein mentioned. STATE OF WASHINGTON ) } ss. COUNTY OF YAKIMA } + I . My commission IIS.. 1nuWl.. -0, day of May, 2017, before me personally appeared Timothy A. Reed, to me known to be the Chief Financial Officer of •'EN'S VILLAGE, r nd he acknowledged he is authorized to execute this Settlement Agreement and acknowledged said instrument to be ii voluntary act and i --t of CHILDREN'Sfor the uses and purposes therein mentioned. ♦ - -rr ! i;