HomeMy WebLinkAboutR-2012-154 On-Site Clinic Medical Services Agreement with miCare, LLC RESOLUTION NO. R- 2012 -154
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 4 day of December, 2012.
/ /
ATT 4 � �� Micah Cawl , Mayor
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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
- Labinsight 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.
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
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) In 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
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
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 party shall immediately 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
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 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
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
protected health information maintained by the Medical Professional will be held by the
Medical Professional in strictest confidence, and that the Employer will not be entitled to
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
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
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.
L12 Daily Clinic Operations. miCare shall provide day -to -day management
and oversight of the Employer's clinic, including without limitation, appointment
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
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
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
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
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.
2.05 Taxes. Subject to the provisions of Section 1.11 above, Employer shall be
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
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
behalf of the Employer on whether to provide written notice of non - renewal to miCare.
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
by the City Manager.
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
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
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.
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
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
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
Agreement between City of Yakima and miCare, LLC - 9
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), (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
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 against any expense, loss, lawsuit, settlement costs, penalty, damage,
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.
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
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,
recruitment, advertising, layoff or termination, rates of pay or other forms of
compensation, selection for training and the provision of services under this Agreement.
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,
public accommodations, state and local government services, and telecommunications.
4.06 Compliance with Law. miCare agrees to perform 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.
4.07 Survival. Any provision of this Agreement which imposes an obligation
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 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.
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
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
respect to the business of the 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) provided to government authorities as required by applicable law or
Agreement between City of Yakima and miCare, LLC - 11
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
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.
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
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
. _
I d By: . ■ / By: ,,,/ ...
Name: Tony Rourke N. • : 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
CITY CONTRAC f NO e / ? A
RESOLUTION NO:, `a -->C4
Agreement between City of Yakima and miCare, LLC - 13
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
• 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
EXHIBIT B
INITIAL CLINIC SET UP
MEDICAL SUPPLIES AND EQUIPMENT
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
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,
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
The Employer and miCare management will perform a walk through the Clinic and
its contents with the Medical Professional(s) prior to opening.
Agreement between City of Yakima and miCare, LLC - 15
EXHIBIT C
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,
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
- 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
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.
Employer On-Site Clinic Agreement
This Emplo�Yer On-Site Clinic Agreement("Agreement") is made and entered into
this (Stday of J010WQW4 2019 ("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
licensed Physician in accordance with Washington law. 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; +��/►{y�
Page 12 Initial
(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. p.,
Page 13 Initial "�
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 therefore agrees 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 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 Initial I
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 na 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
f l Page 15 Initial
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 Billing. 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 Medical Records. miCare shall provide and maintain an online integrated
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
Page 16 Initial fri),
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.
Pagc 17 Initial
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 Meetings. 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 C
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.
(' age 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 Fees.
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
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
Page 110 Initial .
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 LlnY�
Page III 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 this Agreement shall survive the term or expiration of
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
Page 112 Initial 'AWN •
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 eter"rnYa liy 'any
court or governmental authority to be unenforceable, the--parties—int8lit1O1tliat' 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
IN WITNESS WHEREOF, Employer and miCare have executed and delivered
this Agreement as of the date first above written.
Page 113 Initial
Employer miCare
By:
Name: Cif ore Name: Dr. Andre, Murray
Title: City Manager Title: CMO, President miCare
Address: Address:
129 N. 2nd Street 2075 Overland Avenue
Yakima, WA 98901 Billings, MT 59102
CITY CONTRACT NO: ✓L/1a-10a-0✓rL1r16f
RESOLUTION NO: � ��nl-I;5y
P a g c I 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: 1
Vocational Nurse:
Practical Nurse: 2
Other non-licensed medical professional: 1
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 I is Initial \
EXHIBIT 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
e 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 treatment of mental health problems, including depression
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 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
o Health coaching/counseling sessions
Page 116 Initial
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
• RadioIogy Services
Page 117 Initial
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 11 am-5pm 2
Tuesday 7am-l pm 3
Wednesday 3pm-8pm 2
Thursday 11 am-5pm 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
prior to the requested date with exception to unforeseen circumstances and emergency.
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 IS PniN •
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
EXHIBIT F
On-Site Clinic Space
Location:
The parties agree the On-Site Clinic shall be located at: 103 S. 3`d 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]
kithPage, j 20 Initial
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 -$23.50 PEPM(Per Employee Per Month)
• Contract Year Two -$24.00 PEPM
• Contract Year Three-$24.50 PEPM
Management Fees include the following services:
• On-site Clinic Operations Management
• On-site Clinic Inventory Management
O 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
o 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
Page 121 Initial 1/11
e. Pharmaceuticals
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.
F' age 122 Initial 117111
Exhibit H
Pricing Options for Telemedicine Services
Select pricing option for telemedicine services
1g'®ption#1
o Fixed PEPM based off of prior year utilization. See price escalation table below
based off of prior year utilization
Prior year annual utilization
10% $2.10
10.5-15% $2.35
15.5-20% $2.60
20.5-25% $2.85
25.5-30% $3.10
30.5-35% $3.35
35.5-40% $3.60
*Greater than 40% $3.60 plus additional $0.05 per 1% increase of utilization is
excess of 40%
o Option#2
o $1.90 PEPM, plus Remote Consultation fee ($30.00)per consult.
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