HomeMy WebLinkAboutSt. Vincent Hospital & Health/HR AGREEMENT FOR
SALE OF PROFESSIONAL SERVICES
THIS AGREEMENT is entered into by and between ST. VINCENT HOSPITAiL'X~
AND IIEALTIt CARE CENTER, INC. an Indiana nonprofit corporation (hereinafter
"Hospital") and, CITY OF CARMEL, Indiana, by and through its Board of Public Works
and Safety (hereinafter "Customer").
WITNESSETH:
WHEREAS, Hospital is a nonprofit, tax exempt entity which owns and operates a
Hospital known as St. Vincent Hospital and Health Care Center, Inc., in Marion County,
Indiana; and
WHEREAS, Hospital operates an Employee Assistance Program to provide certain
health care services to individuals throughout the community; and
WHEREAS, Customer is an employer desirous of providing such health care
services to its employees; and
WHEREAS, in furtherance of its objectives and tax exempt purpose; Hospital is
willing to make these services available to the Customer to facilitate the delivery of health
care services; and
WltEREAS, Customer wishes to obtain these services from the Hospital.
NOW, THEREFORE, in consideration of the mutual covenants as contained
herein, the parties agree as follows:
I. DEFINITIONS
1.1 Hospital. "Hospital" shall mean St. Vincent Hospital and Health Care
Center, Inc., and Indiana nonprofit corporation acting through its President.
1.2
Pro~ram. "Program" shall mean the Employee Assistance Program (EAP)
of the Hospital.
1.3
Manager. "Manager" shall mean the person employed by the Hospital to
assume and discharge complete responsibility for the direction and
management of Employee Assistance Program.
1.4
Services. "Services" or "EAP Services" shall mean those Services provided
by the Hospital's Program as more particularly described on Exhibit A,
which is attached hereto and incorporated herein.
1.5
Immediate Family Member. "Immediate Family Member" shall mean an
eligible employee's spouse and dependent children. A stepchild is a
"dependent child" if the stepchild resides in the same household as the
employee.
1.6
Treatment Episode. "Treatment Episode" shall mean a series of counseling
sessions in which no more than 6 weeks separate one session from the next
consecutive session.
1.7 Employee. "Employee" shall mean an individual contained on the roster
provided by Customer to Hospital pursuant to paragraph 3.t hereinbelow.
II.
PURCHASE OF SERVICES
2.1
Hospital agrees to provide to Customer and Customer agrees to purchase
from Hospital, those Program Services described on the attached Exhibit A.
III. ELIGIBILITY FOR SERVICES
IV.
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3.1
Customer shall, on a quarterly basis, provide the Hospital a current roster of
those Employees eligible for receiving Services. Customer shall notify
Hospital in writing when any person becomes ineligible for participating in
the Program. Customer shall be responsible for Services provided to
Employees listed on the roster until such time the Hospital is notified in
writing that the Employee is no longer eligible to receive Services
COMPENSATION AND ADDITIONAL SERVICES
4.1
Compensation. Commencing with the effective date of this agreement, and
as full and complete compensation for the Services performed by Hospital
hereunder, Customer agrees to pay on a monthly basis to the Hospital a
capitation fee of $2.35 per Employee per month. Such payment shall be
payable within thirty (30) days after receipt of an invoice from Hospital.
The fee will remain in effect for one (1) year. At the end of each one (1)
year term, upon written notice, Hospital may unilaterally adjust rates. Such
rate adjustment shall not exceed six percent (6%) per year. Hospital shall
submit an invoice to Customer for Services provided during the time period
encompassed by such invoice in such detail as is acceptable to Customer. In
the event an invoice amount is disputed, Customer shall so notify Hospital.
If such dispute in not resolved within twenty (20) business days after notice
of such dispute is sent by Customer to Hospital, Customer shall pay such
amount, under protest, into the Cam~el City Court, which Court shall hold
such money until notified of a resolution signed by both parties hereto or the
entry of a final judgment thereon.
4.2
Billing and Collection. Customer shall separately and directly bill and
collect any amounts due from Employees or any third party payors for
Services furnished under this Agreement. Hospital agrees to furnish
Customer information needed by Customer for such billing purposes and
Customer assumes all costs of billing, collection and any bad debts.
4.3
Additional Services. Customer may authorize Hospital to provide services
beyond those specifically contracted for pursuant to this Agreement. Such
authorization must be a specific written authorization for such services in
which the Customer also agrees to assume responsibility for payment of the
additional services.
GENERAL INSURANCE PROVISIONS
5.1
The Hospital and Customer agree (through either a policy of insurance or a
program of self-insurance) to carry worker's compensation and employer's
liability, public liability, property damage, contractual liability, fire and
extended coverage insurance as applicable to the provision of Services
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VI.
under this Agreement. Each party shall carry said policies or self insurance
and shall provide the other party with appropriate certificates evidencing the
coverage required pursuant to this paragraph 5.1
5.2
Professional Liability. The Hospital shall carry policies of medical
malpractice insurance, or policies of self-insurance, with those limits to
qualify the Hospital as a provider under the Indiana Medical Malpractice
Act (I.C. § 34-18 et se~t.) and the Hospital agrees to be and remain a
provider thereunder.
ETHICAL AND RELIGIOUS DIRECTIVES FOR CATHOLIC HEALTH
CARE SERVICES
6.1
Parties acknowledge that the Hospital conducts its operations in a manner
consistent with the Ethical and Religious Directives for Catholic Health
Care Services as promulgated by the United States Conference of Catholic
Bishops, Washington D. C., of the Roman Catholic Church or its successor.
VII. REPRESENTATIONS AND WARRANTIES
7.1
Hospital warrants and represents that it is licensed to provide health care
services in Indiana and will remain so licensed throughout the term of this
Agreement.
7.2
Hospital shall provide the Services by following and applying at all times
quality professional and technical guidelines and standards.
VIII. ASSOCIATE APPROVAL
IX.
8.1 Whenever applicable, Hospital shall provide an individual to render
Services on the Customer's premises. Customer shall provide written
notification to Hospital should, in Customer's reasonable judgment, a
Hospital associate performing services for Customer pursuant to this
Agreement not be acceptable to the Customer. Hospital shall be given
fifteen (15) days following receipt of such notice to improve the
performance of the Hospital associate. Should the Hospital associate's
perfom~ance thereafter not be reasonably acceptable to Customer, the
Hospital associate shall no longer provide services to Customer under this
Agreement and Hospital shall replace that Hospital associate with Hospital
associate acceptable to the Customer, which acceptance and approval shall
not be unreasonable withheld.
STATUS OF THE PARTIES
9.1
In carrying out the terms of this Agreement, the parties agree that each is
acting as an independent contractor and not as the agent or employee of the
other. Each party agrees to pay, as they become due, all federal and state
withholding and income taxes, including social security taxes due and
payable on the compensation earned by each party and each party agrees to
hold the other harmless from any taxes, penalties or interest which might
arise by its failure to do so.
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INDEMNIFICATION
10.1
Customer Indemnification. Customer agrees to indemnify and hold
harmless the Hospital, its officers, agents and employees from any loss, cost,
damage, expense, attorneys fees and liability by reason of bodily injury,
property damage, or both, of whatsoever nature or kind, arising out of or as
a result of the negligence of Customer or any of its agents or Employees.
This obligation shall survive the termination of this Agreement.
10.2
Hospital Indemnification. Hospital agrees to indemnify and hold harmless
Customer, its officers, agents and employees from any loss, cost damage
expense, attorneys fees and liability by reason of bodily injury, property
damage, or both, of whatsoever nature or kind, arising out of or as a result of
the negligence of Hospital or any of its employees or agents. The obligation
shall survive the termination of this Agreement.
TERM AND TERMINATION
11.1
Term and Termination. The term of this Agreement shall be for twelve (12)
~ ~n the 1st day of May, 2003 and terminating on the 30TM
day of April, 2004. This Agreement is automatically renewable for two (2)
successive one (1) year terms unless either party gives notice of termination
at least sixty (60) days prior to the end of any one (1) year term. If neither
party gives notice to terminate the Agreement pursuant to this provision, at
the end of the first or second year o.f~the term of this Agreement, the
Agreement will terminate on the 30~ day of April, 2006. Notwithstanding
the above, this Agreement may be terminated by either party hereto without
cause upon thirty (30) days notice to the other party. Additionally, upon
Customer's failure to appropriate monies sufficient to pay for all of the
Services to be rendered hereunder, this Agreement many be terminated by
Customer immediately upon Hospital's receipt of Customer's notice to cease
all Services. However, Customer shall compensate Hospital in accordance
with section 4. i for Services rendered prior to termination.
11.2
Termination by Agreement. In the event Hospital and Customer shall
mutually agree in writing, this Agreement may be terminated on terms and
date stipulated therein.
11.3
Termination for Specific Breaches. In the event either party shall fail in any
substantial manner to provide the services or meet the obligations specified
herein or shall otherwise fail to comply with all the terms and conditions
herein, then the party shall be notified that it is in default of the Agreement
and shall be provided thirty (30) days after receipt of the notice of default to
cure the default. If the recipient is given an opportunity to cure the default
and the default is not cured within thirty (30) days of receipt of notice, this
Agreement shall terminate at the end of such thirty (30) day cure period.
11.4
Effect of Termination. Except as expressly set forth herein, upon
termination of this Agreement neither party shall have any further
obligations hereunder except for obligations accruing prior to the date of
termination.
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XII. GENERAL PROVISIONS
12.1
Notices. Notices or communications herein required or permitted shall be
given the respective parties by registered or certified mail (said notice being
deemed given as the date of mailing) or by hand delivery at the following
addresses unless either party shall otherwise designate its new address by
written notice.
HOSPITAL
CUSTOMER
Vincent C. Caponi
Interim President
St. Vincent Hospital and Health
Care Centerh~Inc.
2001 West 86 Street
Indianapolis, Indiana 46260
City of Carmel
Director of Human Resources
City Hall, 1 Civic Square
Carmel, Indiana 46032
COPIES TO:
Donovan W. Bare
Director St. Vincent EAP
1717 W. 86th Street, Suite 120
Indianapolis, Indiana 46260
City of Carmel City Attorney
City Hall, 1 Civic Square
Carmel, Indiana 46032
St. Vincent Contract Management
8402 Harcourt Road, Suite 823
Indianapolis, Indiana 46260
12.2
Assigrunent. Assignments of this Agreement or the rights or obligations
hereunder shall be invalid without the specific written consent of the other
party herein, except that this Agreement may be assigned by the Hospital
without the written approval of Customer to any successor entity operating
the facility now operated by Hospital or to a related or affiliated
organization.
12.3
Entire Agreement. This Agreement, together with any exhibits attached
hereto or referenced herein, constitutes the entire agreement between
Hospital and Customer with respect to the subject matter hereof, and
supersedes all prior oral and/or written representations and agreements
regarding same. Notwithstanding any other term or condition contained in
this Agreement, but subject to paragraph 12.11 hereinbelow, to the extent
any term or condition contained in any exhibit attached to this Agreement
conflicts with any term or condition contained in this Agreement, the term
or condition contained in this Agreement shall govern and prevail, unless
the parties hereto or their successors in interest expressly and in writing
agree otherwise.
12.4
Waiver of Breach. The waiver by either party of a breach or violation of
any provision of this Agreement shall not operate as nor be construed to be,
a waiver of any subsequent breach hereof.
12.5 Goveming Law. This Agreement shall be construed and governed by the
laws of the State of Indiana, except for its conflict of laws provisions, as
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12.6
12.7
12.8
12.9
12.10
12.11
12.12
12.13
well as by all municipal ordinances and codes of the City of Carmel,
Indiana.
Amendments. This Agreement may be amended only by an instrument in
writing signed by the parties hereto.
Execution. This Agreement and any amendments thereto shall be executed
in duplicate copies on behalf of the Hospital and Customer by an official of
each. Each duplicate copy shall be deemed an original, but both duplicate
originals together constitute one and the same instnmaent.
No Third Parties Beneficiaries. Nothing contained herein shall be construed
to give any rights or benefits hereunder to anyone other than Customer
and/or Hospital.
Government Compliance. Hospital agrees to comply with all present mad
future federal, state and local laws, executive orders, rules, regulations,
codes and ordinances which may be applicable to Hospital's performance of
its obligations under this Agreement, and all relevant provisions thereof are
incorporated herein by this reference. Hospital agrees to indenmify and
hold harmless Customer from any and all losses, damages, costs, attorney
fees and/or liabilities resulting from any violation of such law, order, rule,
regulation, code or ordinance. This obligation shall survive the termination
of this Agreement.
No Discrimination. Hospital represents and warrants that it and each of its
employees, agents, contractors, outside sources and other persons shall
comply with all existing and future laws of the United States, the State of
Indiana and the City of Carmel, Indiana prohibiting discrimination against
any employee, applicant for employment and/or other person in the
subcontracting of work and/or in the provision of any Services contemplated
by this Agreement with respect to hire, tenure, terms, conditions or
privileges of employment or any matter directly or indirectly related to
employment, subcontracting or work performance hereunder because of
race, religion, color, sex, handicap, national origin, ancestry, age, disabled
veteran status or Vietnam era veteran status. Customer reserves the right to
collect a penalty as provided in IC 5-16-6-1 for any person so discriminated
against.
Severabilit¥. If any provision or portion of this Agreement is held to be
invalid, illegal or unenforceable by a court of competent jurisdiction, that
provision or portion thereof shall be stricken, and all other provisions of this
Agreement which can operate independently of such stricken provision shall
continue in full force and effect.
Representation and Warranty. Each party hereto represents and warrants
that it is authorized to enter into this Agreement and that any person or
entity executing this Agreement on behalf of such party has the authority to
bind such party or the party which they represent, as the case may be.
Headings. All headings and sections of this Agreement are inserted for
convenience only and do not form a part of this Agreement nor limit,
expand or otherwise alter the meaning of any provision hereof.
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12.14
Advice of Counsel. The parties warrant that they have read this Agreement
and understand it, are fully aware of their respective rights, have had the
opportunity for the advice and assistance of an attorney throughout the
negotiation of this Agreement, and enter into this Agreement freely,
voluntarily, and without any duress, undue influence, coemion or promise of
benefit, except as expressly set forth herein.
12.15
Binding Effect. Customer and Hospital, and their respective officers,
officials, agents, partners, successors, assigns and legal representatives are
bound to the other and to its officers, agents, partners, successors, assigns
and legal representatives, in all respects as to all covenants, agreements and
obligations of this Agreement.
12.16
Regulatory Compliance. The parties will operate at all times in compliance
with applicable federal, state, and local law, rules and regulations, the
policies, rules and regulations of the parties, and the applicable standards of
the Joint Commission on the Accreditation of Healthcare Organizations.
12.17 HIPAA Compliance. Each party agrees that it will comply in all material
respects with all applicable federal and state mandated regulations, rules
or orders applicable to privacy, security and electronic transactions,
including without limitation, regulations promulgated under Title II
Subtitle F of the Health Insurance Portability and Accountability Act
(Public Law 104-191) ("HIPAA"). Furthermore, the parties shall
promptly amend the Agreement to conform with any new or revised
legislation, rules and regulations to which Hospital is subject now or in the
future including, without limitation, the Standards for Privacy of
Individually Identifiable Health Information or similar legislation
(collectively, "Privacy Laws") in order to ensure that Hospital is at all
times in conformance with all Privacy Laws. If, within thirty (30) days of
either party first providing notice to the other of the need to amend the
Agreement to comply with Privacy Laws, the parties, acting in good faith,
are (i) unable to mutually agree upon and make amendments or alterations
to this Agreement to meet the requirements in question, or (ii)
alternatively, the parties determine in good faith that amendments or
alterations to the requirements are not feasible, then either party may
terminate this Agreement upon thirty (30) days prior written notice.
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IN WITNESS WHEREOF, the duly authorized representatives of Hospital and
Customer have executed this Agreement on the dates written below.
ST.VINCENT HOSPITAL AND
HEALTH CARE CENTER, INC.
By: (~ f,b~tz.~.4 9~¢,t .~?~q
Gw~ Perlich
Vice President Clinical Support
Date: "'t'/),o/O,.~
CITY OF CARMEL, INDIANA, BY
AND THROUGH ITS BOARD OF
Presiding Officer
Date: ~5~- ~ ~ -
By:
Mary Ann Burke
Member
Date:
By: , ''/'~
(~efnber
Date:~_~D/
ATTEST~~
Diana CordmY, I~9iC
Clerk-Tje~er
Date:
42615kmh(#2084)
07/16/03
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EXHIBIT "A"
St. Vincent Stress Center Employee Assistance Program (EAP) focuses on two prominent
characteristics:
(1) Early intervention on personal problems impacting job performance.
(2) Short-tem counseling based on a pragmatic, problem-solving approach.
EAP services (provided for Employees and their immediate family members as a benefit)
include seven one-hour sessions per treatment episode. These sessions cover assessment,
short-term counseling and referral. Once a referral has been made, EAP counselors will
obtain periodic progress reports from service providers and will follow up with clients, as
appropriate, for evaluation of progress and degree of client satisfaction. Up to four (4) one-
hour educational programs are offered per year per Customer by the Hospital staff.
The St. Vincent EAP services are located adjacent to the St. Vincent Hospital and Health
Care Center campus at 1717 West 86th Street, Suite 120, Indianapolis, Indiana 46260. In
addition to this location, we have a national network of affiliate providers.
The EAP counselors are available for scheduled appointment Monday through Friday
between the hours of 8:00 a.m. and 4:30 p.m. Appointments may be scheduled after hours
to accommodate employee needs. Supervisors/managers or individual Employees and
family members may schedule appointments by calling (317) 338-4900 or (800) 544-9412.
An emergency service will be provided. This ~vill consist of a 24-hour emergency phone
service with professional counselors "on-call." Eligible participants will be able to reach a
counselor by calling a toll-free number 24 hours a day, 7 days a week.
Quarterly activity reports will be provided to the Customer. These reports shall include
utilization and demographic data. Only aggregate data will be reported, in order to
maintain confidentiality.
EAP counselors are available to help in coping with some of the more common problems
found affecting the work place such as the following:
· Divorce/Separation · Marital Difficulties
· Alcohol or Chemical Dependency · Illness or Failing Health
· Communication with Others · Sexual Problems
· Adjusting to Retirement · Family Crisis
· Living Alone · School Problems
· Money Management · Parent/Child Problems
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