Loading...
12/04/2012 07 On-Site Clinic Medical Services Agreement with miCare, LLC ti . -- BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT / Item No For Meeting of: December 4, 2012 ITEM TITLE: Resolution authorizing City Manager to approve city owned on -site clinic contract with Mi -Care SUBMITTED BY: Tony O'Rourke, City Manager Cheryl Ann Mattis, Deputy Human Resources Manager CONTACT PERSON/TELEPHONE: Cheryl Ann Mattis 509.249.6868 SUMMARY EXPLANATION: See attached contract and estimated cost summary • Resolution X Ordinance Other (specify) Contract: Mail to: Contract Term: Amount: Expiration Date: Insurance Required? No Funding Source: Phone: APPROVED FOR • SUBMITTAL: itte City Manager STAFF RECOMMENDATION: Approve as requested BOARD /COMMISSION RECOMMENDATION: Approval is recommended from the Employees' Welfare Benefit Board ATTACHMENTS: - Click to download ❑ Cover Memo regarding miCare contract ❑ Resolution authorizing City Manager to approve the city owned on -site health care clinic contract with mi -Care ❑ miCare Contract • To: Honorable Mayor and Members of the Yakima City Council From: Tony O'Rourke, City Manager Cheryl Ann Mattia, Deputy Human Resources Manager Date: November 28, 2012 Re: miCare Contract for City Owned Health Care Clinic Attached for your consideration is the contract between the City of Yakima and miCare, LLC, to furnish on -site primary medical services and management of a city owned clinic for employees and their dependents. Over the past year the Employee Health and Welfare Benefit Board has been researching the idea of having an on -site clinic to contain the City's escalating health plan cost This year we are projecting a $1,050,000 or 13.4% increase in the City's health care costs. The City's health plan consultant assisted the board in looking at three providers locally and out of the area. Based on cost, services provided, as well as other successfully operated clinics, the board recommended to the city manager the miCare Clinic which is associated with our current Third Party Administrator (TPA) EBMS. The miCare clinic will provide the City of Yakima: • Convenient, physician staffed primary-care health clinic at no cost to the employee and their dependents • Generic prescriptions will be dispensed directly from the clinic at no cost to the • employees and their dependents • Laboratory testing will be available on site at the clinic at no cost to the employee and their dependents • Integrated billing and on -line scheduling is available with our current miBenefits.com By opening an on -site primary-care clinic, the plan could save approximately $320,000 in 2013, and potentially more in the future. Most of the savings are achieved by reducing physician office visits, prescriptions, and laboratory test costs. The implementation year (2013) will provide less savings due to start up costs to staff and supply the clinic with necessary furniture, medical supplies, etc. Exhibit C of the attached miCare contract outlines the fee structure for the clinic. 1. Administrative Fees $23.50 per employee per month. Includes. - Clinic Operations Management - Clinic Inventory Management - Personnel Management - Quarterly Analysis, Trends, Reporting & Survey Results - Lablnsight Health Risk Assessment with Biometric Testing Oversight and electronic reports. - Online Electronic Medical Record (EMR) & Tracking System - Online Scheduling System - Toll-free Scheduling Support - Professional Medical and Medical Assistant Staff Recruiting - Self care education tools (i.e. WorldDoc) - Design of promotional materials. Printing and distribution at the Employer's cost, subject to Section 2.03. 2. The initial set -up fee of $ 5,000 shall be payable on or before the 15 day of the month following the miCare Clinic start date. The initial fee covers the cost of enrolling employees in the program, costs for promotional materials, enrollment meetings and registration for employees and their dependents. 3. Additional variable monthly pass- through costs include - Medical Professional /Medical Assistant Salary or Contracted Rates, as applicable (1 yr maximums) Medical Professional — Physician TBD Medical Professional — Physician TBD Medical Professional — Physician Assistant TBD Medical Assistant — RN or LPN TBD - Medical Assistant benefits and employment related taxes (if applicable) - Pharmaceuticals - Laboratory test costs and supplies - Incidental consumable office supplies - Incidental consumable medical supplies - Printing - Hazardous and Non - Hazardous Waste Removal (responsibility of Employer) - Contracted Services for additional service providers needed to complete the annual health risk assessment - Licenses and Dues (if applicable) including any licenses and dues for the Medical Staff providing medical care pursuant to the Agreement 4. The fee structure shall be renewed annually and revised to be mutually acceptable to both parties. Based on City Council authorization, the City Manager will be authorized to execute the attached miCare contract. The clinic is anticipated to be open in February 2013. • RESOLUTION NO. R -2012- A RESOLUTION authorizing the City Manager to execute an employer agreement by and between the City of Yakima, Washington ( "Employer "), and miCare, LLC, a Montana limited liability corporation ( "miCare ") for medical services in the City on -site clinic. WHEREAS, the City of Yakima (City) is exploring various means to achieve cost savings in the provision of health care services for its covered employees and dependents, which means and methods will also increase the efficient provision of such services; and WHEREAS, miCare contracts with employers to provide Physicians or Physician Extenders (Nurse Practitioners or Physician Assistants) and Medical Assistants (RNs or LPNs) at the Employer's place of business to provide certain medical services to the employees of such employers and /or their dependents; and WHEREAS, the Employer desires to contract with miCare and miCare desires to contract with the Employer for miCare to furnish onsite primary medical services and management of such services to the employees of the Employer and /or their dependents subject to the conditions and terms contained in the attached agreement; and WHEREAS, the City Council finds and determines that the City Manager should • be authorized to negotiate terms of an agreement with miCare and its agents for medical services deemed to be in the best interests of the City; therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: 1. The City Manager of the City of Yakima is herby authorized to execute the attached agreement between the City of Yakima and miCare, LLC, a Montana limited liability corporation. 2. The City Manager of City of Yakima is also hereby authorized to and, without a further resolution, may execute amendments, to the agreements that may be necessary or appropriate to clarify its terms and conditions, maintain compliance with the law, and /or make adjustments, provided that such amendments shall be subject to prior approval by the City Attorney as to form. ADOPTED BY THE CITY COUNCIL this 4th day of December, 2012. ATTEST: Micah Cawley, Mayor City Clerk • miCare, LLC Employer Agreement This Employer Agreement is made and entered into this 4 day of December, 2012 ( "Effective Date "), by and between City of Yakima, Washington ( "Employer "), and miCare, LLC, a Montana limited liability corporation ( "miCare "). Recitals: A. miCare contracts with employers to provide Physicians or Physician Extenders (Nurse Practitioners or Physician Assistants) and Medical Assistants (RNs or LPNs) at the Employer's place of business to provide certain medical services to the employees of such employers and/or their dependents. B. The Employer desires to contract with miCare and miCare desires to contract with the Employer for miCare to furnish onsite primary medical services and management of such services to the employees of the Employer and/or their 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 SERVICES '3 1.01 Provision of Medical Services. miCare shall contract with a Physician(s) and/or Physician Extender(s) ((Nurse Practitioner(s) or Physician Assistant(s)) (hereafter collectively referred as "Medical Professional "). miCare shall also provide such ancillary medical personnel (hereinafter collectively referred to as "Medical Assistant(s)) as are necessary to properly assist the Medical Professional(s) in the provision of the Medical Services (as defined herein) at the offices provided by Employer to the employees of the Employer and/or the dependents thereof. Medical Professionals and Medical Assistants are collectively referred to herein as "Medical Staff." miCare is not committing to furnish a particular person as the Medical Staff, at any time and from time to time, miCare may change the Medical Staff. Employer shall have the opportunity to interview and approve all final Medical Professional candidates recruited by miCare. miCare shall use its best efforts to involve Employer in the placement of Medical Assistant(s). 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 Staff as provided in this Section 1.02, and in Section 1.05 below. Agreement between City of Yakima and miCare, LLC - 1 As used herein, the term "Medical Services" means the medical services which miCare has agreed to provide through the contracted Medical Professional(s). Medical Services are listed on Exhibit A, attached and incorporated herein as part of this Agreement. The Employer and miCare may, at any time and from time to time, amend or supplement Exhibit A by mutual written agreement. 1.02 Standards of Medical Professional Performance. miCare shall contract with the Medical Professional(s) to perform the following: (a) The Medical Professional shall determine his or her own means and methods of providing Medical Services in connection with this Agreement. (b) The Medical Professional shall be duly licensed and qualified to practice medicine in the State of Washington. (c) The Medical Professional shall provide 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. (d) The Medical Professional shall maintain, during the term of this Agreement, Appropriate Credentials including but not limited to: (1) A duly issued and active license to practice medicine and prescribe and dispense medication in the State of Washington; (2) Board certification or eligibility in his or her specialty; (3) Clinical privileges in good standing at Yakima Valley Memorial Hospital and/or Yakima Regional Medical and Cardiac Center or as otherwise approved by Employer in writing; (4) No record of any sanction from any licensing board, specialty board, or state or local medical association; (5) The absence of any license restriction, revocation, or suspension; (6) The absence of any involuntary restriction placed on his or her federal DEA registration; (7) The absence of any conviction of a felony; and (8) General and professional liability coverage in accordance with Section 1.06 of this Agreement. (e) hi the event that miCare learns that any Medical Professional (1) has • his or her license to practice medicine or 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, or (5) loses his or her Agreement between City of Yakima and miCare, LLC - 2 411 professional liability coverage, miCare shall promptly remove that Medical Professional and replace such Medical Professional with another Medical Professional that meets the requirements of Section 1.02 (d). (f) miCare shall ensure that any Medical Assistant or Health Professional, as defined in Section 1.03, complies with the requirements of this Section 1.02, as applicable to that individual. miCare shall require the Medical Professional to notify miCare immediately in the event the 'Medical Professional learns of the occurrence of any of the events specified in Section 1.02(e) with respect to the Medical Professional, or any Health Professional to the extent the Medical Professional has knowledge, and miCare shall notify the Employer within two (2) business days of receipt of such notification, so that the miCare and Employer can take all necessary actions contemplated by this Agreement to effect a suitable replacement for the Medical Professional or Health Professional. 1.03 Other Licensed Health Professionals. The Employer agrees and acknowledges that the Medical Professional may from time to time require other Health Professionals, as defined in the next sentence, to assist and/or replace the Medical Professional during his or her regularly scheduled time at the Employer's onsite clinic in the event of an emergency at the hospital or at the Medical Professional's office. miCare shall ensure that the Medical Professional complies with the requirements of Section 1.02(d) and provides Medical Services within the scope of his or her professional training and licensure. "Health Professional" shall mean a medical doctor, or °a duly licensed nurse practitioner or duly licensed certified physician's assistant. Section 1.04 shall apply in the same manner to the Health Professional as such section applies to the Medical Professional. miCare shall also ensure that all Health Professionals who provide services hereunder have insurance coverage consistent with the requirements of Section - 1.06. 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. The Medical Professional or Health Professional, as applicable, shall be an independent contractor of miCare and solely responsible for his or her actions and/or omissions and the actions; provided that miCare is responsible for ensuring the Medical Professional and Health Professional's compliance with applicable law and the obligations and restrictions imposed upon the Medical Professional or Health Professional pursuant to the terms of this Agreement. Neither the Employer nor miCare shall have any control or involvement in the independent exercise of medical judgment by the Medical Professional or other Health Professional, and in no way shall Employer be deemed to have assumed responsibility for the Medical Professional's duty of care to patients. • Agreement between City of Yakima and miCare, LLC - 3 I y 1.05 Medical Staff Noncompliance. In the event that the Employer or miCare becomes aware of any failure by the Medical Professional to comply with the obligations of the Medical Professional contemplated by this Agreement or the agreement between miCare and the Medical Professional, either art shall immediate) p y y provide written notice to each other of such failure, which written notice shall describe the failure in reasonable detail. miCare shall use best efforts to work with the Medical Professional to address such failure. miCare may also, 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 Section 1.02(c) or (d) requirement, 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 of the nature that if Employer is dissatisfied with the performance or interaction 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 the event that the Employer continues to be dissatisfied with any member of the Medical Staff after the ' parties have developed and executed a plan of correction, the Employer may terminate the Agreement in accordance with Section 3.03. 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 or Health Professional and miCare. 1.06 Insurance. a. Professional Liability Insurance. miCare shall require that the Medical Professional or Health Professional, if applicable, maintains, throughout the term of this Agreement, professional liability insurance covering the acts and/or omissions of the Medical Professional, in the minimum annual coverage amounts of $1,000,000 per occurrence and $3,000,000 in the aggregate with an insurance company reasonably satisfactory to miCare. miCare shall require that the Medical Professional provide proof of same, upon miCare's request. miCare shall require the Medical Professional to notify miCare immediately in the event he or she does not have the required coverage and 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 maintained by the Medical Professional. Before this Contract is fully executed by the parties, miCare shall provide Employer with a certificate of insurance as proof of professional liability coverage with a total minimum liability limit of Three Million Dollars ($3,000,000.00) per claim, and Five Million Dollars ($5,000,000.00) aggregate. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Contract. The Agreement between City of Yakima and miCare, LLC - 4 411 _ 35 insurance shall be with an insurance company or companies rated A -VII or higher in. Best's Guide. If the policy is written on a claims made basis the coverage will continue in force for an additional one year after the completion of this contract.- b. Commercial General Liability Insurance: Before this Contract is fully executed by the parties, miCare shall provide the Employer with a certificate of insurance as proof of commercial liability insurance and commercial umbrella liability insurance with a total minimum liability limit of One Million Dollars ($1,000,000.00) per occurrence combined single limit bodily injury and property damage, and Two Million Dollars ($2,000,000.00) general aggregate, and at least, an excess or umbrella limit of one million per occurrence. The policy shall include employers liability (Washington Stop Gap). The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Contract. The policy shall name the Employer as an additional insured, in accordance with the terms of the applicable additional named insured forms for the policy. The insurance shall be with an insurance company or companies rated A -VII or higher in Best's Guide and admitted in the State of Washington 1.07 Scheduling of Services. miCare, shall require the Medical Professional to provide the Medical Services at a location(s) and times agreeable with Employer. The parties agree to analyze patient volumes quarterly, and upon mutual consent, modify the hours of clinic operation to meet the needs of the Employer. • 1.08 Customer Support and Appointment Scheduling. miCare shall provide PP Pp g p e and maintain an online appointment scheduling system and toll -free telephone access for use by the employees and dependents of the Employer. 1.09 Billing. miCare agrees that the Medical Professional shall not perform any services at the miCare clinic on Employer's premises that are beyond the scope of the Medical Professional's specialty and/or licensure. miCare shall require that the Medical Professional does not bill or otherwise solicit payment from employees of the Employer and/or their covered dependents, or Employer, or from the group health plan of the Employer for the Medical Services. For any other services rendered to Employer's employees and/or their dependents by the Medical Professional at the Medical Professional's clinic or other healthcare facility, those employees and dependents of Employer, as the case may be, may be billed at the Medical Professional's prevailing rates. 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. 1.10 Medical Records. miCare shall provide and maintain an online medical record documentation system, and require the Medical Professional to document Medical Services provided and maintain medical records for all patients of the Employer's onsite clinic in a manner consistent with the accepted standards of the medical community in • Agreement between City of Yakima and miCare, LLC - 5 3 which the Medical Professional provides the Medical Services. miCare shall also ensure that the 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. The Employer understands and agrees that all of the medical records and other =r protected health information maintained by the Medical Professional will be held by the :A Medical Professional in strictest confidence, and that the Employer will not be entitled to j have access to the medical records maintained by the Medical Professional, in the absence of an appropriate written authorization from the patient. 1.11 Equipment and Supplies. miCare is responsible for coordination of t ordering and placement of all equipment, supplies, and medications listed on Exhibit B, plus office furnishings and supplies to equip the private office space of the. Medical Professional. miCare shall maintain the inventory of all equipment, supplies, and medications in types and amounts sufficient for the Medical Professional(s) and other Health Professionals to provide the Medical Services. Such inventory shall be maintained 'r in compliance with all applicable state or federal laws, rules, regulations and orders. Employer shall be responsible for all costs reasonably associated with the purchase of the equipment, supplies, or medications necessary for Employer's clinic; provided that all such costs are provided as straight pass through costs with no mark up by miCare or any related entity. miCare shall provide to Employer, for final approval, a proposed initial { budget for the items on attached Exhibit B. After the initial budget has been approved, the Medical Professionals and miCare shall have the right, but not be required to obtain Employer's prior approval for the purchase of medical supplies and inventory used in the ordinary course of providing the Medical Services; provided, however, (a) during the term of this Agreement, miCare agrees to meet with Employer to discuss any concerns that Employer has regarding the costs for such items, and (b) no additional equipment items may be ordered that cost in excess of $1,000, without the prior approval of Employer. 1.12 Daily Clinic Operations. miCare shall provide day -to -day management and oversight of the Employer's clinic, including without limitation, appointment 4 scheduling, recruitment of Medical Professional(s) and other Health Professional(s), employment, and management of all Medical Assistant(s), and inventory management. ` Management shall expressly exclude the exercise of any direction over Medical Services provided by the Medical Professional(s) and any other Health Professional(s). 1.13 Quarterly Reports. miCare shall provide to the Employer, no later than the last day of the month immediately following the end of each quarter of the calendar year, such written reports, quarterly analyses, trend summaries, surveys, and other reporting tools as are necessary to communicate to the Employer, (a) the Medical Services Agreement between City of Yakima and miCare, LLC - 6 provided during the preceding quarter, and (b) financial reports. The reports shall be in a form mutually agreed upon by the Employer and miCare. 1.14 Clinic Space. The Employer shall provide at its own cost, adequate space 4 for the provision of Medical. Services (the "Clinic "). The Clinic shall include an examination room, on or near Employer's business premises, which shall be reasonably satisfactory to provide Medical Services. The Clinic shall have access to internet band- width sufficient to utilize miCare's online medical record and scheduling system. The Clinic shall be utilized exclusively by miCare when providing services under this Agreement. The Clinic shall also include a Medical Professional private office space, which may be used by the Medical Professional to maintain a desk, medical records, and a small refrigerator for the storage of prescription drugs, if applicable. The Clinic itself and the office space in particular shall have a lock which permits the Medical Professional to limit access. miCare is responsible for ensuring that all Medical Professionals and Medical Assistants, comply with all safety and security rules, regulations and policies that may apply to medical offices, and miCare is solely responsible for ensuring the security and safety of personnel, patients, medical records, electronic records, and all medication. Notwithstanding the preceding sentence, the parties agree that miCare shall not be responsible for the costs and damages that may be y incurred by Employer if not caused by the acts or failure to act by the Medical Professionals or Medical Assistants. By way of example, if for security purposes the medical clinic area needs to have the locks changed for security purposes (and the cause y' was not due to a Medical Professional losing the key), Employer shall be responsible for • such costs. 1.15 Maintenance of Clinic Space. The Employer shall pay all expenses associated with the cleaning of, the removal and proper disposal of waste, including blood and other potentially infectious agents, and the general maintenance and upkeep of the Clinic, including the private office space utilized by the Medical Professional. miCare shall arrange for all such services, including janitorial and waste removal services, and pass the associated costs to Employer in a manner consistent with paragraph 2.03. 1.16 Employee Eligibility for miCare. Employer will provide monthly Eligibility reports to miCare no later than the 5 of each month in order for miCare to accurately monitor Employer's patient eligibility for use of miCare. 1.17 Employee meetings. The Employer will coordinate and actively participate in introductory and on -going meetings promoting the use of the miCare Clinic. ARTICLE II FEES AND COMPENSATION 2.01 Initial Set -Up Costs. The Employer shall be responsible for the initial set- up costs used to purchase all equipment and initial supplies listed on Exhibit B. Agreement between City of Yakima and miCare, LLC - 7 2.02 Monthly Administrative Fees. Upon the later of (a) 15 days from Employer's receipt of the miCare invoice, or (b) the 15th day of each calendar month 'r immediately following the receipt of the miCare invoice, the Employer shall pay to miCare the Administrative Fee per eligible employee per month for furnishing the services provided under- this Agreement during the immediately preceding calendar month. (Exhibit C) 2.03 Additional Fees — Pass Through Fees. Upon the later of (a) 15 days from Employer's receipt of the miCare invoice, or (b) the 15th day of each calendar month immediately following the receipt of the miCare invoice, the Employer shall pay to miCare the variable costs incurred including, but not limited to, salaries, medical supplies, pharmaceuticals, equipment and other items that may be required by miCare or the Medical Professional to provide adequate Medical Services under this Agreement. 2.04 Disputed Invoices. In the event of a disputed invoice; Employer will pay the entire undisputed 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 thirty (30) days of the invoice date. Non - payment of the disputed amounts will not be considered past due, unless and until Employer fails to pay them within fifteen (15) days of receipt of an invoice thereof, following resolution of the dispute in miCare's favor. 'SE 2.05 Taxes. Subject to the provisions of Section 1.11 above, Employer shall be 0 responsible for all taxes incurred by miCare as a result of the provision of Medical Services through the Employer's onsite clinic. Employer will not be responsible for taxes related to miCare's net income, gross revenue, or 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 Employer's clinic. 2.06 Audit. 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 jurisdiction, regulatory agency, accreditation body or court order) Employer may request an audit of miCare records, subject to 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 one year from the date that miCare commences providing the Medical Services, subject to earlier termination in accordance with this Agreement. Unless either the Employer or miCare gives written notice of non - renewal to the other party at least sixty (60) calendar days prior to the end of the initial term or of any renewal Agreement between City of Yakima and miCare, LLC - 8 Y .. 7 • term, this Agreement shall be automatically renewed for additional periods of one year each. The City Manager of the Employer has the authority to make the decision on r behalf of the Employer on whether to provide written notice of non - renewal to miCare. p Any automatic renewal, or written notice of non - renewal, of the Agreement by the Employer does not need to be approved by the City Council; such decision may be made .Y by the City Manager. I 3.02. Rate Approval of Exhibit C and Commencement Date. Attached Exhibit C provides for the estimated rates for Medical Professionals and Medical Assistants. Upon execution of this Agreement, miCare will commence the process to recruit and , negotiate the rates for such service providers. miCare shall provide Employer with a proposed revised Exhibit C for final approval of the Medical Professional and Medical Assistant rates. Once approved, the parties shall substitute the revised Exhibit C for this Agreement. 3.03 Termination Without Cause. This Agreement may be terminated by j either party, without cause, by providing the other party at least sixty (60) calendar days' prior written notice after the initial 12 month term. 3.04 Termination With Cause. Upon either party's knowledge of a pattern of an activity or practice of the other party that constitutes a material breach of this Agreement by the breaching party, the non - breaching party shall provide an opportunity for the breaching party to cure the breach or end the violation. The non - breaching party shall terminate this Agreement if the breaching party does not cure the breach within the time specified by the non - breaching party, or immediately terminate this Agreement if r the breaching party has breached Section 1.10 and cure is not possible. If neither termination nor cure of a breach of Section 1.10 is feasible, the non - breaching party shall report the breach or violation 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 shall not be a breach, and the parties shall work together as expeditiously as possible to recruit suitable candidates for a Medical Professional. If a suitable candidate cannot be recruited within a mutually agreeable time period, the parties agree to terminate this Agreement with no further notice. Y 3.05 Effect of Expiration or Termination. The expiration or the termination of this Agreement shall hold the obligation of the Employer to pay compensation to miCare or pay for any outstanding invoice for the period prior to such expiration or termination and shall hold the obligation of miCare to provide monthly reports for the 4 period prior to the effective date of such expiration or such termination. All other provisions of this Agreement that may reasonably be interpreted or construed as :€ surviving termination of this Agreement will survive the termination of the Agreement. , 3.06 Confidential Information. Each party and its representatives (a) will F 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 mariner of its r Agreement between City of Yakima and miCare, LLC - 9 3 1 _ _ ti disclosure, reasonably should be considered confidential or proprietary (including but not 110 limited to all information relating to pricing, technology, employees, business plans, marketing activities and finances), (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. The parties understand that the Employer is subject to the Washington State Public Records Act, RCW 42.56 et seq. That Act requires that certain information is required to be produced by the Employer in response to a public record act request. ' Under the State of Washington Public Records Act, this Agreement is a public record available to the public. 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. 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 Staff to protect and use such information only as contemplated by this Section 3.07. ARTICLE IV MISCELLANEOUS 40 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 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. Notices mailed pursuant to this Section 4.01 shall be deemed given when received or three (3) days after the date of mailing, whichever is earlier. 4.02 Indemnification by miCare. miCare shall defend, indemnify and hold harmless Employer a against any expense, loss, lawsuit, settlement costs, penalty, damage, g Y p t, , p Y� e g, liability, allegation, claim or judgment, including reasonable attorney's fees and costs, resulting from negligent acts or omissions of miCare, its agents or subcontractors, the Medical Professionals and Medical Assistants rendering services. _ r 4.03 Industrial Insurance. miCare shall comply with the provisions of RCW Title 51, Industrial Insurance, if required by law. For the duration of this Agreement, miCare shall provide or purchase industrial insurance coverage for its employees, if required of an "employer" as defined in RCW Title 51, and shall maintain full compliance with RCW Title 51. Agreement between City of Yakima and miCare, LLC - 10 _J : il r, 4.04 Nondiscrimination Provision. During the performance of this Agreement, miCare and the Medical Staff miCare contracts with shall not discriminate in violation of any applicable federal, state and/or local law or regulation on the basis of race, color, sex, religion, national origin, creed, marital status, political affiliation, sexual orientation, or . the presence of any sensory, mental or physical disability. This provision shall include but not be limited to the following: employment, upgrading, demotion, transfer, i recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, selection for training and the provision of services under this Agreement. s 4.05 The Americans with Disabilities Act. miCare agrees to comply with the ,, Americans with Disabilities Act of 1990, 42 U:S.C. § 12101 et seq. (ADA), and its implementing regulations, and Washington State's anti- discrimination law as contained in RCW Chapter 49.60 and its implementing regulations. The ADA provides , comprehensive civil rights to individuals with disabilities in the area of employment, a public accommodations, state and local government services, and telecommunications. a 4.06 Compliance with Law. miCare agrees to per form services under and pursuant to this Agreement in full compliance with any and all applicable laws, rules, and regulations adopted or promulgated by any governmental agency or regulatory body, whether federal, state, local, or otherwise. A 4.07 Survival. Any provision of this Agreement which imposes an obligation :f' III after termination or expiration of this Agreement shall survive the term or expiration of this Agreement and shall be binding on the parties to this Agreement. 4.08 Transferability. Neither party may assign r Y p y y gn 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. 4.9 Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the 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. 'h 4.10 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 4 1 of laws provision, except where Federal law prevails. ; 4.11 Non - Disclosure. The Employer and miCare shall take all reasonable steps to insure that information with respect to the terms of this Agreement or with s. respect to the business of the Employer and miCare acquired by virtue of the position of a 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) provided to government authorities as required by applicable law or III 4 Agreement between City of Yakima and miCare,. LLC - 11 i applicable regulation or consented to by the patient; (b) furnished to healthcare providers involved in a particular patient's case; (c) which is or becomes public knowledge through fi no fault of either party; or (d) which is otherwise required to be disclosed by applicable law or applicable regulation or pursuant to a court order. The parties understand that the Employer is subject to the Washington State Public Records Act, RCW 42.56 et seq. The Public Records Act requires that certain information is required to be produced by the Employer in response to a public record act request. Under the State of Washington Public Records Act, this Agreement is a public record available to the public. 4.12 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. 4.13 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. ,.i 4.14 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. 4.15 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. _ 4.16 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. Agreement between City of Yakima and miCare, LLC - 12 11 y • IN WITNESS WHEREOF, the Employer and miCare have executed and delivered this Agreement as of the date first above written. City of Yakima miCare, LLC F By: By: Name: Tony O'Rourke Name: Kevin J. Larson Title: City Manager Title: President Address: Yakima City Hall — First Floor Address: 2075 Overland 129 North Second Street P.O. Box 21367 Yakima, Washington 98901 -2613 Billings, Montana 59104 w9 I{ Agreement between City of Yakima and miCare, LLC - 13 1 410 EXHIBIT A "MEDICAL SERVICES" Medical Services includes coordinating the care received and providing a broad spectrum of preventive and diagnostic services, including but not limited to: • Sore throats /ears/headache • Strains /sprains/musculoskeletal problems • Non - specific abdominal pain • Non - specific chest pain • Cough • Flu or cold symptoms • Sinus problems or allergic responses • Rashes and other dermatological complaints • Acute urinary complaints • Personal hygiene related problems • Acute injuries • Minor surgical procedures • Ordinary and routine care of the nature of a visit to the doctor's office • Pre - employment physicals • Pre - employment drug testing • General "primary health care" services 41 • Health Risk Assessment with comprehensive blood draw analysis o Follow -up for risk factors identified The parties agree that miCare providers may generally examine Employer's employees and provide treatment for injuries or occupational diseases that may have occurred or arisen in the workplace. However, providers will not provide professional services or opinions as to the following topics: • Whether a particular injury or disease relates to or arose from employment, or the return to work status of a particular employee or dependent. • Obstetrics, Chronic Pain Management, Radiology, and Management of work related injuries or their conditions. These services are not included in the Medical Services provided under this Agreement. Agreement between City of Yakima and miCare, LLC - 14 s . r; • EXHIBIT B g. INITIAL CLINIC SET UP . MEDICAL SUPPLIES AND EQUIPMENT :a This may be a non - inclusive list, and subject to other items required by the Medical Professional to deliver Medical Services. Exam table /stool Cleaning Supplies & Disinfectant Small refrigerators Waste cans Lockable cabinet Waste can liners . Gooseneck light(s) Gloves Diagnostic Set 3.5V Halogen/disposable Suture supplies covers Sundry jars Laboratory testing supplies 3 Pillow /pillow covers (cloth and disposable) Disposable gowns Table paper Disposable drapes Thermometer /disposable covers Thermometer (freezer) Assorted Dressings/Bandages Cold pack Tongue depressors Emesis basins Cotton balls - Medications/Injectables (by physician order) Alcohol Lab supplies (Tubes, requisitions, III tourniquets) Alcohol dispenser . Wall Posters, Charts, Art Blood pressure cuffs Small desk and chair (if not provided by Employer) .: Stethoscope Needles Surgical tape Syringes Biohazard bags and Removal Service Biohazard stickers "Allergic To" stickers Sharps containers Computer, Fast Internet Connection, "4 in 1" Printer/Fax/Copier /Scanner II The Employer and miCare,.management will perform a walk through the Clinic and its contents with the Medical Professional(s) prior to opening. Ill • Agreement between City of Yakima and miCare; LLC - 15 i 1 EXHIBIT C VII FEES 1. Administrative Fees $23.50 per employee per month. Includes: Clinic Operations Management - Clinic Inventory Management - Personnel Management - Quarterly Analysis, Trends, Reporting & Survey Results - Labinsight Health Risk Assessment with Biometric Testing Oversight, electronic reports only. - Online Electronic Medical Record (EMR) & Tracking System - Online Scheduling System - Toll -free Scheduling Support - Professional Medical and Medical Assistant Staff Recruiting - Self care education tools (i.e. WorldDoc) - Design of promotional materials. Printing and distribution at the Employer's cost, subject to Section 2.03. 2. The initial set -up fee of $ 5,000 shall be payable on or before the 15 day of the month following the miCare Clinic start date. This initial fee covers the cost of for the work to promote and enroll employees in the program, 0 includes the costs of promotional materials, enrollment meetings, registration for employees and their dependents. 3. Additional variable monthly pass - through costs include: - Medical Professional/Medical Assistant Salary or Contracted Rates, as applicable (1 yr maximums) Medical Professional — Physician TBD Medical Professional — Physician Assistant TBD Medical Professional —Nurse Practitioner TBD Medical Assistant — RN or LPN TBD - Medical Assistant benefits and employment related taxes (if applicable) - Pharmaceuticals - Laboratory test costs and supplies s - Incidental consumable office supplies - Incidental consumable medical supplies - Printing - Hazardous and Non - Hazardous Waste Removal (responsibility of Employer) - Contracted Services for additional service providers needed to complete the annual health risk assessment - Licenses and Dues (if applicable) including any licenses and dues for the Medical Staff providing medical care pursuant to the Agreement 4. The fee structure shall be renewed annually and revised to be mutually acceptable to both parties. Agreement between City of Yakima and miCare, LLC - 16