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HomeMy WebLinkAboutmiCare - Employer On-Site AgreementEmployer On -Site Clinic Agreement This Employer On -Site Clinic Agreement ("Agreement") is made and entered into this 1st day of _January 2022 ("Effective Date"), by and between City of Yakima, Washington ("Employer" or the "City"), and miCare, LLC a limited liability company, registered to transact business in the State of Washington ("miCare"). Recitals: A. miCare contracts with employers to provide physicians ("Physicians") or certain physician extenders (e.g., nurse practitioners or physician assistants) ("Physician Extenders") and ancillary medical personnel (e.g., RNs, LPNs) ("Health Professionals") at locations at or near the employers' places of business to provide certain medical services to the eligible employees (and retirees if applicable) of such employers and their eligible dependents (collectively "Employees"). B. Employer desires to contract with miCare and miCare desires to contract with the Employer for miCare to furnish primary medical services at an Employer owned or leased facility (the "On -Site Clinic") and management of such services to the eligible employees of Employer and their eligible dependents subject to the conditions and terms contained herein. NOW, THEREFORE, for good and valuable consideration, the receipt and the sufficiency of which are hereby acknowledged, the Employer and miCare hereby agree as follows: ARTICLE I MEDICAL PROFESSIONALS AND MEDICAL SERVICES 1.01 Medical Professionals, miCare shall contract with Physician(s), Physician Extender(s), and/or Health Professionals (hereinafter collectively referred as "Medical Professionals"), the type and number of which are specified in Exhibit A attached hereto, for the provision of the Medical Services (as defined below and in Exhibit B) to Employees at the On -Site Clinic. Exhibit A will also include any other non -licensed staff required to operate the On -Site Clinic. Employer may request an adjustment to the number of Medical Professionals or other non -licensed staff to accommodate the demand at the On -Site Clinic. Upon such a request, miCare and Employer shall negotiate in good faith to modify the number staff and any such modification shall be agreed to in writing as an amendment to Exhibit A. Requirements regarding such recruitment and staffing of healthcare professionals shall be set forth in Exhibit A. miCare is not committing to furnish a particular person as a Medical Professional. From time to time, miCare may change the Medical Professional. Employer may screen all final Medical Professional candidates, provided Employer completes its review activities within five (5) days of the date it first receives notice of an eligible candidate from miCare. miCare shall have the right to remove a Medical Professional, subject to the terms of the contract between the Medical Professional and miCare; provided that miCare agrees to use best efforts to act in a manner that minimizes disruption to the services to be provided to Employer. The parties agree to follow the process for the removal of Medical Professional as provided in this Section 1.01 and in Section 1.05 below. As used herein, the term "Medical Services" means the health care services which miCare will provide through the Medical Professional(s) at the On -Site Clinic and as more specifically defined in Exhibit B, attached and incorporated herein as part of this Agreement. Services that do not clearly fall within the description set forth on Exhibit B shall be outside the scope of this Agreement, and the Medical Professional(s) shall refer Employees to an alternate healthcare provider for such services. The Employer and miCare may, at any time and from time to time, amend or supplement Exhibit B by mutual written agreement. 1.02 Standards of Performance. The Medical Professional(s) shall meet the following requirements: (a) Each Medical Professional shall be duly licensed and qualified to practice medicine, nursing, physician assistant, or such other licensed profession, as the case may be, in the State of Washington. (b) Each Medical Professional shall provide only the Medical Services within the scope of his or her license, certification, and specialty, consistent with all applicable laws and regulations and in a professional manner consistent with Medical Services provided in the community. (c) Each Physician Extender, if any, shall be properly supervised by a liucitsuci Physkicui 111auuoiclamc with Vvrashington la-vv. Physician Assistants shall only provide services to the extent authorized by a licensed Physician. (d) Each Medical Professional, shall maintain, during the term of this Agreement, appropriate credentials including but not limited to: (1) For each Physician and, as applicable, each Physician Extender, authority from his or her respective Board to prescribe and dispense medication in the State of Washington; (2) For each Physician, board certification or eligibility, as applicable, in his or her specialty; (3) For each Physician and, as applicable, each Physician Extender, clinical privileges in good standing at the hospitals in the geographic area in which the On -Site Clinic is located; (4) For each Medical Professional, no record of any sanction from any licensing board, specialty board, or state or local medical association; (5) For each Medical Professional, the absence of any license restriction, revocation, or suspension; Page 12 Initial attill (6) For each Physician and, as applicable, each Physician Extender, the absence of any involuntary restriction placed on his or her federal DEA registration; (7) For each Medical Professional, the absence of any conviction of a felony; (8) For each Medical Professional, general and professional liability coverage in accordance with Section 1.06 of this Agreement; and (9) For each Medical Professional, not excluded, debarred, or suspended from, or otherwise ineligible to participate in any Federal healthcare programs or in Federal procurement or non - procurement programs. (e) In the event that miCare learns that any Medical Professional (1) has his or her license to practice medicine, nursing, or as a physician assistant, or to prescribe medication restricted, revoked or suspended, (2) has an involuntary restriction placed on his or her federal DEA registration, (3) is convicted of a felony, (4) has his or her clinical privileges at any hospital(s) revoked, suspended or restricted, (5) loses his or her professional liability coverage, or (6) is excluded, debarred, suspended, or otherwise ineligible to participate in Federal healthcare programs or in Federal procurement or non -procurement programs, miCare shall promptly remove that Medical Professional and replace such Medical Professional with another Medical Professional that meets all of the requirements of Section 1.02 and notify the Employer. (f) This Agreement and any agreement in which miCare has agreed to arrange for Medical Professionals to be located at Employer's On -Site Clinic is intended to comply with Washington State law regarding the corporate practice of medicine. Accordingly, these Standards of Performance are intended to establish qualification standards only. The Medical Professional(s) shall determine his or her own means and methods of providing Medical Services in accordance with professional licensure and standards. 1.03 Substitute Medical Professionals. The Employer agrees and acknowledges that miCare may from time to time need to use temporary (i.e., locum tenens) Medical Professionals to assist and/or replace a Medical Professional during his or her regularly scheduled time at the On -site Clinic (as that term is defined in Section 1.14). miCare shall ensure that such substitute Medical Professional complies with the requirements of Section 1.02 and provides Medical Services within the scope of his or her professional training and licensure. 1.04 Responsibilities of Parties. Nothing contained herein shall be deemed or construed by the parties hereto, or by any third party, as creating a relationship of employer and employee, principal and agent, or joint venture of the parties hereto. No provision contained in this Agreement nor any acts of the parties hereto shall be deemed to place Employer in any relationship with miCare other than as an independent contractor. l' a g e 13 Initial 114/ 1.05 Each Medical Professional and the Medical Director of miCare, as appropriate, shall have the sole authority to direct or control his or her medical decisions, acts, or judgments, including but not limited to the decision to terminate the physician/patient relationship with any patient of the On -Site Clinic. A Medical Professional, in conjunction with the Medical Director, shall have the sole authority to terminate such a relationship. The Employer shall not have any involvement in the medical decision -making of the Medical Professional, and in no way shall Employer be deemed to have assumed responsibility for the Medical Professional's duty of care to patients. 1.06 Medical Staff Noncompliance. In the event that the Employer becomes aware of any failure by a Medical Professional to comply with the obligations contemplated by this Agreement, the Employer shall immediately provide written notice to miCare of such failure, which written notice shall describe the failure in reasonable detail. In the event that miCare receives such notice from Employer, or otherwise learns of such failure by other means, miCare shall use best efforts to work with the Medical Professional to address such failure, and/or in its sole discretion, arrange for the replacement of the Medical Professional. miCare understands and agrees that if the failure is the result of the Medical Professional's noncompliance with any requirement found in Section 1.02, miCare shall take any and all steps contemplated by this Agreement to rectify the failure, up to and including removal of the Medical Professional in accordance with the terms of the agreement between miCare and the Medical Professional, and recruitment of a suitable replacement Medical Professional as contemplated by Section 1.01 of this Agreement. miCare understands that the provision of Medical Services is personal in nature, and thetefute agices that if Employe' is dissatisfied WILIL the put antitatax of any member of the Medical Staff (e.g. complaints from patients), the parties will promptly meet to discuss Employer's concerns. Employer and miCare shall work together as expeditiously as possible to develop a plan of correction to address Employer's concerns. In no event shall miCare be required to commit a violation of applicable state or federal law or a breach of the agreement between a Medical Professional and miCare. miCare agrees to use bests efforts to include within each of the contracts or agreements it has with the Medical Professionals who will provide Medical Services under this Agreement the right for miCare to take any and all such actions as it in its sole discretion, deems appropriate to address the Medical Professional's failure to comply with its obligations under such contracts or agreements, up to and including termination. 1.07 Insurance. Without in any way limiting miCare's liability, or indemnification obligations set forth in Paragraph 4.02 below, miCare shall secure and maintain throughout the Term of this Agreement the following insurance: a. Professional Liability insurance. miCare shall ensure that each Medical Professional, as applicable, maintains, throughout the term of this Agreement, professional liability insurance covering the negligent acts and/or omissions of the Page 14 04A/IA Medical Professional in the rendering of services in connection to this Agreement. Such policies shall contain minimum annual coverage amounts of $3,000,000 per occurrence and $5,000,000in the aggregate, and be primary and non-contributory to insurance carried by Employer. In the event a Medical Professional does not have the required coverage, miCare will promptly remove and replace such Medical Professional with another qualified Medical Professional. Upon request, miCare shall provide Employer proof of such professional liability insurance. b. miCare shall throughout the terms of this Agreement, maintain professional liability insurance covering the negligent acts and/or omissions of miCare, and that of any Medical Professionals or Health Professionals to which miCare directs, controls and/or maintains an employer -employee relationship, with limits of no less than $1,000,000 per occurrence and $3,000,000 in the aggregate. The coverage shall be primary and non-contributory to insurance carried by the Employer. miCare shall provide Employer with a certificate of insurance as proof of professional liability coverage. c. General Liability Insurance. miCare shall throughout the terms of this Agreement, maintain general liability with limits of no less than $1,000,000 per occurrence and $2,000,000 in the aggregate. The Employer, its Board of Trustees, officials, employees, and agents shall be named as additional insureds. The coverage shall be primary and non-contributory to insurance carried by the Employer. Upon request, miCare shall provide Employer with a certificate of insurance as proof of professional liability coverage. d. Workers' Compensation Insurance. miCare shall throughout the terms of this Agreement, maintain workers' compensation insurance in accordance with the laws of Washington, and employer's liability insurance with a limit of no less than $1,000,000 per employee and $1,000,000 per occurrence. The policy shall be endorsed to waive all rights of subrogation the carrier may have against Employer, its Trustees, officials, employees, volunteers, and agents. Upon request, miCare shall provide Employer proof of such worker's compensation and employer's liability insurance along with any endorsements necessary to show compliance with the requirements herein. e. Waivers and Modifications. Any modification or waiver of the insurance requirements herein shall be made only with the written approval of the Employer. 1.08 Scheduling of Medical Services. miCare shall coordinate the provision of Medical Services at the On -Site Clinic during times determined by mutual agreement of the parties as set forth on Exhibit C attached hereto (the "Schedule"). Employer and miCare shall confer from time to time to analyze patient volumes, and modify, as necessary, the Schedule, and any such modification shall be agreed to in writing by the parties. 1.09 Customer Support and Appointment Scheduling. miCare shall provide an online appointment scheduling system and toll -free telephone access for use by Employer's employees and their dependents. Employer understands and agrees that advance scheduling of visits is necessary to provide Medical Services timely and ensure Page 15 Initial PliA41 efficient use of Medical Professionals' time. At its reasonable discretion, miCare may implement policies to achieve these goals, including but not limited to policies to address patients who do not keep scheduled appointments. 1.10 fiallui miCare shall require that all Medical Professionals shall not bill or otherwise solicit payment for Medical Services provided at the On -Site Clinic from Employees, the Employer, or from Employer's group health plan. For any other services (not the Medical Services provided under this Agreement) that are rendered to Employees and/or their dependents by a Medical Professional outside of an On -Site Clinic (e.g., at the' Medical Professional's office, hospital, or other healthcare facility), Employer's employees and their dependents, as the case may be, may be billed at the Medical Professional's prevailing rates. 1.11 Referrals. The Medical Professional(s) may within their sound discretion and appropriate medical judgment, refer any individual receiving Medical Services to another health care provider in the event the required or recommended treatment or services are outside the scope of Medical Services to be provided under this Agreement. In the event of a referral, Medical Professionals shall make reasonable efforts to refer patients to a qualified health care provider within the Employer's preferred network. Provided the Employer shares information about the Employer's health plan and network providers with miCare, miCare shall use commercially reasonable efforts to train its Medical Professionals and Health Professionals on network access and to direct On -Site Clinic patients to health plan resources to assist in locating network providers. In no event, shall the Medical Professional be required to refer a patient to a medical provider solely on the basis that the medical provider is a qualified medical provider for the Employer's preferred health plan. 1.12 ivicdival iniCam shall piuvidu and maintain an valihu intugiated medical record and practice management system. miCare shall require each Medical Professional and Health Professional, as applicable, to document all Medical Services provided to patients of the On -Site Clinic. miCare shall maintain medical records for the patients of the On -Site Clinic as required by law, but in no event less than seven (7) years. miCare shall also ensure that medical records are maintained in a manner consistent with all applicable state and federal laws, including but not limited to the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"), and the Security Standards and the Health Information Technology for Economic and Clinical Health Act, as incorporated in the American Recovery and Reinvestment Act of 2009 (the "HITECH Act"). All medical records established and maintained by the Medical Professional in connection with this Agreement shall be the sole property of miCare. Employer understands and agrees that all of the medical records and other Protected Health Information (as defined by HIPAA) maintained by miCare, including those in possession of or accessible by the Medical Professionals and Health Professionals, will be held in strictest confidence by the appropriate covered entity and any of its business associates, and that Employer will not be entitled to have access to P g e 16 Initial such medical records in the absence of an appropriate written authorization from the patient. 1.13 Data Exchange with Employer's TPA and other Business Associates of Employer. At its expense, miCare shall provide file transfers of clinic encounter data in such timing, content, and format as mutually agreed by the parties to Employer's TPA and other Business Associates of Employer's health plan. Employer agrees to provide a copy of a fully executed Business Associate Agreement with its TPA and any Business Associate to which miCare is requested to provide clinic encounter data. 1.14 Equipment and Supplies. (a) Initial Set Up. miCare is responsible for obtaining all equipment, supplies, and medications required to operate the On -Site Clinic and well as office furnishings and supplies. The initial list of supplies, equipment and estimated costs of such are set forth in ,Exhibit D. Upon execution of this Agreement, Employer shall advance the initial estimated acquisition cost of such equipment, supplies and furnishings (which is set forth in Exhibit D). miCare will provide a reconciliation of actual cost of such and miCare and Employer shall settle the difference (under or over initial payment) in subsequent invoicing. (b) On Going Maintenance. miCare shall maintain the inventory of all equipment, supplies, and medications in types and amounts sufficient for the Medical Professional(s) to provide the Medical Services. Such inventory shall be maintained in compliance with all applicable state or federal laws, rules, regulations and orders. Employer shall be responsible for all costs reasonably associated with miCare's ongoing purchase of the equipment, supplies, or medications necessary for the On -Site Clinic; provided that all such costs are provided as straight pass through costs with no mark up by miCare or any related entity and are consistent with the services provided at the On - Site Clinic. (c) Employer Approval. miCare shall not be required to obtain prior approval to purchase supplies and inventory used in the ordinary course of providing the Medical Services. miCare will obtain Employer's prior approval for the purchase of any durable medical equipment or non -ordinary course supplies, that are greater than $2,500. 1.15 Daily On -Site Clinic Operations. miCare shall provide day-to-day management and oversight of the On -Site Clinic, including without limitation, appointment scheduling, recruitment of and contracting with the Medical Professional(s) and equipment and inventory management. 1' a g e 17 Initial a.aitf 1.16 Reporting. a. miCare shall provide to Employer with the monthly, quarterly and annual reports set forth in Exhibit E. b. Employer may report to miCare quarterly or at such other interval as deemed appropriate, the reports received from its employees related to their experience with the Onsite Clinic, the Medical and Health Professionals, and any other topic concerning the general operation of the On -Site Clinic. 1.16 On -Site Clinic Space. The location and any specific requirements for On - Site Clinic Space shall be set forth in Exhibit F attached hereto. 1.17 Maintenance of On -Site Clinic Space. miCare shall arrange for all services for the general maintenance and upkeep of the On -Site Clinic, including janitorial and waste removal services and disposal services (including biowaste), and shall ensure that all such services comply with all applicable federal and state rules and regulations applicable to such activities. Employer shall pay for costs incurred by miCare that are associated with operation and maintenance of the On -Site Clinic as described in Section 2.03. 1.18 Employee Eligibility Reports. Employer, through its TPA, will provide to miCare monthly reports to identify Employer's current employees and their dependents who are eligible for On -Site Clinic services. Eligibility reports shall be provided to miCare no later than the 5th of each month in order for miCare to accurately monitor patient use of the On -site Clinic. 1.19 Employee informational ivieetings. The Employer will disseminate information to its employees and their dependents describing the On -Site Clinic services and hours of operation. ARTICLE II FEES AND COMPENSATION 2.01 Monthly Management Fees. a. miCare shall invoice Employer for Management Fees set forth in Exhibit G for On -Site Clinic operational management and administrative services. Management Fees shall be based upon the total number of enrolled employees as of the first day of the prior month. b. Employer shall pay miCare within thirty (30) days from Employer's receipt of miCare invoice the monthly Management Fee as set forth on Exhibit E. The invoices shall be detailed and shall include any additional supporting documentation the Employer reasonably requests. Page 18 Initial c. In the event that Employer elects to extend this Agreement for an additional Renewal Term, the parties shall mutually agree to an Administrative Fee structure for the Renewal Term no later than ninety (90) days prior to the commencement of the Renewal Term. 2.02 Additional Fees — Pass Through Pees. a. miCare shall invoice the Employer on a monthly basis for the variable costs incurred by the On -Site Clinic on a pass -through basis (Pass -Through Fees), including, but not limited to: Medical Professional rates and related expenses, salary, payroll and benefit expenses, medical supplies, pharmaceuticals, equipment, staff training, professional liability insurance, janitorial and waste removal services, reasonable travel expenses, and any other services that may be required by miCare or the Medical Professionals to provide adequate Medical Services under this Agreement. c. Employer shall pay miCare within thirty (30) days of Employer's receipt of the invoice from miCare. The invoice shall be itemized by category and shall include any additional supporting documentation the Employer reasonably requests. d. Employer understands and agrees that Pass -Through Fees for Medical Professionals (including salary and benefits) will increase from amounts stated on Exhibit F from time to time as necessary to recruit and retain such professionals. miCare shall obtain the Employer's approval prior to initiating recruitment initiatives that exceed the agreed upon salary and benefits range as set forth in Exhibit F. 2.04 Disputed Invoices. In the event of a disputed invoice, Employer will pay the entire amount of the invoice and include with the payment sufficient written detail concerning the amount in dispute. The parties will use their good faith efforts to reconcile the dispute within sixty (60) days of the invoice date. 2.06 Taxes. miCare shall be responsible for the payment of all federal and state taxes and assessments on medical staff, services and equipment incurred by miCare as a result of the provision of Medical Services through the On -Site Clinics. miCare shall invoice the Employer for such federal and state taxes on a pass -through basis in accordance with Section 2.03. Employer will not be responsible for taxes related to miCare's net income, gross revenue, franchise taxes, or miCare owned property. Upon Employer's request, miCare shall provide proof of payment of taxes. miCare shall invoice Employer for any taxes or fees paid on behalf of the On -Site Clinic. 2.07 Audit. miCare shall keep accurate books of account and records covering all transactions relating to this Agreement. During the term of this Agreement and for a period of twelve (12) months thereafter, Employer or its representatives shall have the right upon reasonable notice to examine and photocopy such books and records (but not patient medical records) during normal business hours to determine compliance with this Agreement. At Employer's expense and no more frequently than once per year, (unless Employer identifies a reasonable basis for requiring additional audits or unless a request is triggered by a third party, including but not limited to, a government authority having Page 19 Initial OA/ jurisdiction, regulatory agency, accreditation body or court order) Employer may request an audit of miCare records, subject to thirty (30) days prior written notification to miCare, and the terms of Section 1.10. ARTICLE III TERM AND TERMINATION 3.01 Term. This Agreement shall commence on the Effective Date and shall continue for a period of three (3) years ("Initial Term"), subject to earlier termination in accordance with this Agreement. Employer may elect to renew the Agreement for an additional one (1) year Renewal Term with ninety (90) days prior notice to miCare. 3.02 Termination Without Cause. This Agreement may be terminated by either party during a Renewal Term, without cause, by providing the other party at least ninety (90) calendar days' prior written notice before the end of the then current Renewal Term. This Agreement may not be terminated without cause during the Initial Term. 3.03 Termination with Cause. Upon either party's knowledge of an act of the other party that constitutes a material breach of this Agreement, the non -breaching party shall provide the breaching party with written notice specifying the breach and provide a reasonable opportunity of no less than thirty (30) for the breaching party to cure the breach if the breach is of the type where a cure is possible. The non -breaching party may terminate this Agreement if the breaching party does not cure the breach within the time specified by the non -breaching party. The non -breaching party shall provide notice to the other party at the address as set forth at the end of this Agreement or to such other address as the party has designated in accordance with Section 4.01. The parties agree that a failure of miCare to recruit a Medical Professional in accordance with the terms of Section 1.02 (Standards of Medical Professional Performance) shall not be a breach, and the parties shall work together as expeditiously as possible to recruit suitable candidates for a Medical Professional. 3.04 Effect of Expiration or Termination. a. Upon termination of the Agreement, miCare will undertake the orderly closing of the On -Site Clinic including the termination of Medical Professionals and the appropriate transition of current patients with on -going care to other physicians as may be necessary. miCare and Employer will work in good faith to develop a reasonable wind down schedule. miCare will, in good faith and with reasonable input from Employer, prepare and deliver to Employer a budget for the services contemplated under this section. Employer will pay such costs as they are incurred in accordance with the payment terms set forth in Article II. Items included in the budget will include, but will not be limited to: (i) payment of costs for equipment, supplies, Medical and Health Professionals, lab tests, and other services necessary to facilitate operation of the On -Site Clinic until the anticipated closing or transfer date, (ii) reasonable stay bonuses, as agreed to by the parties, required to facilitate the operation of the On -Site Clinic until the Pagell0 anticipated closing or transfer date, (iii) the payment of the Management Fee through and including the date on which miCare's involvement with the On -Site Clinic ends or such other date as may apply under the terms of the Agreement, (iv) the costs of maintaining or transferring medical records generated in connection with the On -Site Clinic, if permitted by and in accordance with applicable law. 3.05 Confidential Information. Each party and its employees, agents, and representatives: (a) will protect and keep confidential any nonpublic information obtained from the other party in connection with this Agreement or related to the services that is identified as confidential or proprietary or that, given the nature of such information or the manner of its disclosure, reasonably should be considered confidential or proprietary (including but not limited to all information relating to pricing, technology, employees, business plans, marketing activities and finances) unless otherwise required to be disclosed by state or federal law, (b) will use such information only for the purpose(s) for which it was originally disclosed and in any case only for the purpose of fulfilling its obligations under this Agreement, and (c) will return all such information to the disclosing party promptly upon the termination of this Agreement. All such information will remain the disclosing party's exclusive property, and the receiving party will have no rights to use such information except as expressly provided herein. Neither party will use any trade name, trademark, service mark, logo or commercial symbol, or any other proprietary rights of the other party or any of its affiliates in any manner without prior written authorization of such use by an authorized representative of such party. Neither party will issue press releases or publicity relating to the other party or this Agreement or reference the other party or its affiliates in any brochures, advertisements, client lists or other promotional materials without the prior written authorization from the other party. miCare understands and agrees to the extent that miCare provides the Medical Staff information identified as the confidential information of the Employer, miCare shall require the Medical Professionals and Health Professionals to protect and use such information only as contemplated by this Section 3.06. Nothing herein is intended to prohibit Employer from informing employees and their dependents of the availability, services offered, location, or Schedule of the On -Site Clinic in accordance with Section 1.19. ARTICLE IV MISCELLANEOUS 4.01 Notice. All notices and other communications permitted or required pursuant to this Agreement shall be in writing, addressed to the party at the address set forth at the end of this Agreement or to such other address as the party may designate in writing from time to time in accordance with this Section 4.01. All notices and other communications shall be mailed by certified or registered mail, return receipt requested, postage pre -paid or by national overnight delivery service. Notices mailed shall be deemed given when received or five (5) days after the date of mailing, whichever is earlier. 4.02 Indemnification by miCare. miCare shall defend, indemnify and hold harmless Employer against any and all claims, allegations, actions, proceedings and., Page 111 Initial lawsuits and any and all expenses, losses, settlement costs, penalties, damages, liabilities, or judgments, (including reasonable attorney's fees and costs), incurred by Employer arising out of or relating to any negligent acts of the miCare, the Medical Professionals rendering Medical Services. Employer shall defend, indemnify and hold harmless miCare against any and all claims, allegations, actions, proceedings and lawsuits and any and all expenses, losses, settlement costs, penalties, damages, liabilities, or judgments, (including reasonable attorney's fees and costs), incurred by miCare arising out of or relating to any negligent acts of the Employer. In the event of a claim for which a party claims indemnity, the requesting party shall give the other party prompt written notice of the claim. The indemnifying party shall have the exclusive right to defend such claim and make settlements thereof, provided, however, that it shall not settle or compromise such claim other than by the payment of money without the indemnified party's prior written consent. 4.03 Compliance with Law. miCare agrees to perform services under and pursuant to this Agreement in compliance with any and all applicable laws, rules, and regulations adopted or promulgated by any governmental agency or regulatory body of competent jurisdiction, whether federal, state, local, or otherwise. 4.04 Non -Discrimination. There shall be no unlawful discrimination in the contracting of persons under this Agreement because of race, color, national origin, age, ancestry, religion, sex, or sexual orientation of such persons. 4.05 Survival. Any provision of this Agreement which imposes an obligation after termination or expiration of +L, 1,. 51dv11V,t shall JL1VIYa the +o.1or expiration o l this Agreement and shall be binding on the parties to this Agreement. 4.06 Transferability. Neither party may assign or otherwise transfer its interests or obligations under this Agreement to a third party without the prior written consent of the other party. Any attempt to assign in violation of this section is void in each instance. 4.07 Entire Agreement; Amendment. This Agreement constitutes the entire agreement between Employer and miCare with respect to the subject matter hereof. All prior agreements, promises, negotiations, or representations of or between the parties, either written or oral, relating to the subject matter of this Agreement, are null and void and of no further force and effect. This Agreement shall not be amended or waived, in whole or in part, except in writing signed by both Employer and miCare. 4.08 Governing Law. This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of Washington, without giving effect to its conflict of laws provision, except where federal law prevails. 4.09 Non -Disclosure. Employer and miCare shall take all reasonable steps to insure that information with respect to the terms of this Agreement or with respect to the P a g e 112 Initial business of Employer and miCare acquired by virtue of the position of the other party under this Agreement shall not be disclosed or used outside of the business of either party; provided, however, the foregoing restriction shall not apply to information (a) furnished to Medical Professionals involved in a particular patient's case; (b) which is or becomes public knowledge through no fault of either party; or (c) which is otherwise required to be disclosed by applicable law or regulation, or pursuant to a subpoena or court order. 4.10 Successors. This Agreement has been made and is made solely for the benefit of the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement is intended to confer any rights or remedies under or by reason of this Agreement on any persons other than the parties to it and their respective successors and permitted assigns. Nothing in this Agreement is intended to relieve or discharge the obligation or liability of any third persons to any party to this Agreement. 4.11 Severability. If any provision of this Agreement is determined by any court or governmental authority to be unenforceable, the parties intend that this Agreement be enforced as if the unenforceable provisions were not present and that any partially valid and enforceable provisions be enforced to the extent that they are enforceable. 4.12 Legal Interpretation. To the extent this Agreement or any provision of this Agreement is deemed to be in violation of applicable law, then the parties agree to negotiate in good faith to amend the Agreement, to the extent possible consistent with its purposes, to conform to law. 4.13 No Waiver. A party does not waive any right under this Agreement by failing to insist on compliance with any of the terms of this Agreement or by failing to exercise any right hereunder. Any waivers granted hereunder are effective only if recorded in a writing signed by the party granting such waiver. 4.14 Cumulative Rights/Construction. The rights and remedies of the parties under this Agreement are cumulative, and either party may enforce any of its rights or remedies under this Agreement or other rights and remedies available to it at law or in equity. The section headings of this Agreement are for convenience only and have no interpretive value. 4.15 Execution in Counterparts. This Agreement may be executed in counterparts such that the signatures may appear on separate signature pages. A copy, facsimile, or an original, with all signatures appended together, shall be deemed a fully executed agreement. 4.16 Warranty of Authority. The persons who have signed this Agreement warrant that they are legally authorized to do so on behalf of the respective parties, and by their signatures to bind the respective parties to this Agreement Pc 113 Initial bilt IN WITNESS WHEREOF, Employer and miCare have executed and delivered this Agreement as of the date first above written. Employer miCare By: By: N Robert Harrison Name: Darik Croft, Title: City Manager Address: 129 N. 2" Street Yakima, WA 98901 WY CONTRACT NO RESOLUTION NO; Title: COO, miCare Address: 2075 Overland Avenue Billings, MT 59102 Page 14 Initial EXHIBIT A MEDICAL PROFESSIONALS & OTHER STAFF 1. Staffing. miCare shall provide the following Medical Professionals and non -licensed staff at the On -Site Clinic during the days and times set forth on the Schedule in Exhibit C. Type: Number: Physicians: 1 Physician Extenders: Registered Nurses: Nurse Practitioner: Vocational Nurse: Practical Nurse: 2 Other non -licensed medical professional 2. Recruiting During the initial recruiting, and any subsequent replacement recruiting, for any Medical Professional position, miCare agrees to provide Employer with the following: a. job description and a plan for recruiting talent, including how miCare intends to recruit from the local market; b. weekly updates to Employer on candidates sourced, job applied for, and current state of hiring process; c. a review of candidates and recommendations prior to extending offers; and d. coordination of orientation of new Medical Professionals with Employer. 3. Locum Tenens Professionals From time to time, miCare may require the use of locum tenens professionals to fill gaps in availability of Medical Professionals because of certain events, including but not limited to, vacation, sickness, family emergency, or termination. In such event, miCare will notify Employer of the need to utilize locum tenens professionals and the intend source (and any options for such sourcing if available) and the cost of such, which shall be passed through to Employer. miCare will seek to minimize the amount of time that locum tenens professionals are required but Employer acknowledges and agrees that in the event of termination and recruiting new Medical Professionals, the recruiting and hiring process usually takes months. During any such extended periods of use of locum tenens, miCare and Employer will meet to discuss methods to manage costs of locum tenens professionals. including reducing hours of operations or services to be provided. Page 115 Intual 1141) E IBIT B MEDICAL SERVICES As set forth in this Agreement, "Medical Services" shall include coordinating the care received and providing a broad spectrum of preventive, wellness, disease management, health consultative and/or primary care services to address patient needs at the Onsite Clinic, including but not limited to: General primary care health services • Episodic care consisting of assessment and treatment (including by writing prescriptions and dispensing medications) of medical conditions episodic in nature and short in duration, including by way of example but not limited to: o Sore throats/headache/earaches o Strains/sprains/musculoskeletal problems o Flu or cold symptoms, including strep throat o Sinus problems or allergic responses o Rashes, acne, and other dermatological complaints o Urinary complaints and STD testing and treatment o Acute injuries o Gastrointestinal problems o Gynecological problems o Minor surgical procedures (depending upon clinician) including skin biopsies and excisions, orthopedic injections, wart/skin tag/pre-malignant skin lesion treatment, ear lavage, ECG • Management of chronic conditions o Evaluation and treatment of hypertension and hyperlipidemia o Evaluation and treatment of metabolic and endocrine problems o Evaluation and LI dLL11t1L a lucid:al LIC1IILII plublums, ititAucling dcpi GJJ lUll and anxiety Routine Annual Exams and Screenings o Adult male and female physicals o Sports and camp physicals o Contraceptive management • Supplemental Primary Care Services o Pregnancy testing and other CLIA-waived lab tests o Tuberculin skin tests o Lab draws o Immunizations, flu shots o COVID-19 Testing o Certified driver's license/DOT exams (depending on clinician) ▪ Health Maintenance and Disease Prevention Services • Health Risk Assessment (HRA) with comprehensive blood draw analysis and biometric screening at Company's manufacturing facility and/or the Onsite Clinic • Health coaching for individuals with chronic diseases o Follow-up for risk factors identified gc 116 InitiaI"Ili o Health coaching/counseling sessions o Patient Navigator Services Services NOT performed at the Onsite Clinics, are any services not listed above but specifically include and are not limited to: • Occupational Health — Medical Professionals may generally examine Company's employees and provide first treatment for minor work -related injuries or occupational diseases that may have occurred or arisen in the workplace. However, Medical Professionals will not provide professional services or opinions as to: o Whether a particular injury or disease relates to or arose from employment, or o Management of work -related injuries or their conditions. • Obstetrics/Prenatal Care • Emergency Services (Cardiac Emergency, Respiratory Distress, Major Traumatic Injuries, Acute Abdominal Pain, etc.) o For patients that seek care for emergent conditions that are not considered to be primary care in nature, miCare will call 911 and provide supportive care until emergency personnel arrive. • Chronic pain management • Radiology Services Page 17 Initial Oedif EXHIBIT C SCHEDULE A. miCare will operate the On -Site Clinic during the following hours with the following staff' levels: Hours of Operation Medical Professionals Present Monday 1 lam-5pm 2 Tuesday 7am- 1 pm 3 Wednesday 3pm-7pm 2 Thursday 1 1 am-6pm 2 Friday 7am- 1 pm 3 Saturday Sunday B. miCare will complete a quarterly clinic schedule and review with Employer with the goal to have completed 30 days in advance of each quarter. Once completed, the Schedule will be posted on miCare clinic patient scheduling portal. C. miCare will require Medical Professionals to submit time off requests at least 30 days ° +.A mAr;fj-, ® nextra+L-mt +re, erstr.. to n vv.! !yr, o+priinchto pre_ ern ergreney. IA1 el, ens 11..,11116,6. Ji 1,6,1 .1.11,d V• 1411 V.<1,,IVFL.,./11.8 LAJ 114181,./11...,7,e4,11 41411..• Time off requests will be reviewed/approved by miCare Practice Manager. Upon receiving a time off request, miCare will coordinate appropriate coverage by current Medical Professionals. D. In the event the current staff is not able to cover an absence, the miCare practice manager may utilize locum tenens providers to continue to provide clinic coverage. Prior to entering into a contract with a locum provider, miCare will present the cost to Employer. If approved, miCare will contract for locum tenens coverage. If Employer does not approve the use of locum tenens coverage, then miCare will adjust the clinic schedule to reflect staff availability. Page 118 Initial 9- EXHIBIT E Reports miCare shall provide the following reports to Employer: A. Monthly Reports 1. miCare will provide clinic utilization and telemedicine utilization reports by the 5th of the month for the prior month utilization. 2. miCare will provide invoice, client financial report, and detail to support the monthly invoice by the 25th of the month for the expenses incurred in the previous month. B. Quarterly/Annual Reports 1. Quarterly operational reports will be sent to the client no later than 45 days post end of the quarter. 2. Annual operational reports will be sent to the client no later than 60 days after the close of the year. C. Ad Hoc Reports miCare shall work in good faith to provide ad hoc reports requested by Employer, provided that Employer shall be responsible for any reasonable costs in producing such reports. Page 119 Initial 401 EXHIBIT F On -Site Clinic Space Location: The parties agree the On -Site Clinic shall be located at: 103 S. 3rd Street, Yakima, WA 98901. Employer shall be solely responsible for any and all costs associated with the acquisition and maintenance of such the physical location, whether by purchase, leases, sublease, or any other mechanism. Employer agrees to maintain such location for the entire term of the Agreement, unless the parties agree to a replacement location. Employer shall be responsible for any costs of moving the On -Site Clinic to a new location (as well as the cost associated with the new location). Build Out of Space. Employer shall be responsible for all costs associated with the build out of the On -Site Clinic space to meet the agreed upon requirements for the space, including required exam rooms, waiting areas, closets, storage, cabinetry, etc., as specified below or any other specifications agreed to in writing by the parties. Specifications: [TO BE INSERTED] Page° 20 Initial OA) EXHIBIT G FEES Employer shall be responsible for the following fees: 1. Monthly Management Fees. Employer shall pay a monthly Management Fee equal to: • Contract Year One - $25.00 PEPM (Per Employee Per Month) • Contract Year Two - $25.50 PEPM • Contract Year Three - $26.00 PEPM Management Fees include the following services: • On -site Clinic Operations Management • On -site Clinic Inventory Management • Personnel Management • Reporting • Oversight of health fairs, health risk assessments, electronic reports only and follow up coaching relating to the results • Online Electronic Medical Record (EMR) & Tracking System • Online Scheduling System and Toll -free Scheduling Support • Self -care education tools • Design of employee informational materials (Employer pays printing and distribution costs as pass -through fees) As used herein, "Employee" means an employee or retiree of Employer eligible to participate and actually enrolled in the Employer's health plan that includes On -Site Clinic services. 2. Pass Through Fees. Employer shall reimburse miCare for the actual costs of running the On -Site Clinic including the items listed below which miCare shall invoice on monthly basis: a. Medical Professional and non -licensed staff salaries and benefits. Employer shall be responsible for the cost of all Medical Professional and other non -licensed staff salaries, contracted rates, benefits, estimates of which are set forth in Schedule 1 to this Exhibit G. Employer agrees that salaries and/or contract rate may increase from time to time as necessary to recruit and retain personnel. Schedule 1 to Exhibit G contains the agreed to salary ranges for Medical Professionals b. Benefits and employment related taxes for Medical and Health Professionals, subject to Section 2.03(d). c. Professional recruiting costs for Medical and Health Professionals d. Cost of temporary staffing personnel necessary to maintain the operation of the clinic e. Pharmaceuticals Page 121 Initial IZ .14/11 f. Telemedicine Services (Refer to Exhibit H) g. Laboratory test costs and supplies h. Medical and office supplies as identified in Exhibit D. i. Printing and distribution costs for marketing materials. j. Hazardous and Non -Hazardous Waste Removal k. Cleaning costs, maintenance for leased space 1. Contracted Services for staffing related to health fairs and annual health risk assessment m. License fees (if applicable) directly associated with the operation of the On -Site Clinic including any license fees for Medical Professionals (e.g., local business license, CLIA lab certificate annual fee, and for full-time Medical Staff exclusively employed by miCare: licensing or board certification fees costs, DEA license fees) n. CME for full -Time Medical Professionals o. Travel Expenses up to $5,000 per annum for travel outside the customary and reasonable travel expenses incurred by miCare in its provision of services. Travel expenses associated with the ordinary running of the On -Site Clinic are considered customary and reasonable. Travel expenses not considered customary and reasonable include, but are not limited to, travel expenses for unscheduled requested visits, administration of special onsite health programs, and presentations, conferences and visits from non -local miCare executives, employees, and contractors requested by Employer and not contemplated by this Agreement. Employer shall be provided advanced written notice of any travel expenses not considered customary and reasonable. Page I 22 Irn fiat Exhibit H Pricing Options for Telemedicine Services Select pricing option for telemedicine services Option #1 • Fixed PEPM based off of prior year utilization. See price escalation table below based off of prior year utilization Prior year annual utilization 10% 10.5-15% 15.5-20% 20.5-25% 25.5-30% 30.5-35% 35.5-40% $2.10 $2.35 $2.60 $2,85 $3,10 $3.35 $3.60 *Greater than 40% $3.60 plus additional $0.05 per 1% increase of utilization is excess of 40% D Option #2 • $1.90 PEPM, plus Remote Consultation fee ($30.00) per consult. 123