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HomeMy WebLinkAboutSt Vincent Hospital/City of Carmel AGREEMFNT FOR SALE OF PROFESSIONAL SERVICES MPnotd'mAs THIS AGREEMENT is entercd into by and between ST VINCENT HOSPITAL AND HEALTH 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') WITNESSE fH WHEREAS, Hospital is a nonprofit, tax excmpt 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 WIIEREAS, Customer wishes to obtain these services from thc 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 Program "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 thc 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 morc particularly descnbed on Exhibit A, which is attached hereto and incorporated herein 1 5 Immediate Family Member 'Immediate Family Member" shall mean an eligible emploN ec'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 senes 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 indn idual contained on the roster prodded by Customer to Hospital pursuant to paragraph 3 1 herembelow 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 111 ELIGIBILITY I'OR SERVICES 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 wnting 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 wnting that the Employee is no longer eligible to receive Services iV COMPENSATION AND ADDITIONAL SERVICES 4 1 Compensation Commencing with the effectn e date of this agreement and as full and complete compensation for the Services performed by Hospital hereundcr, Customer agrees to pay on a monthly basis to the Hospital a capitation fee of $1 75 per employee per month Such payment shall be payable within thirty (30) days after receipt of an invoice from I lospital The fee will remain in effect for one (1) year At the end of each one (1) year term upon wntten 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 dunng the time penod 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 Carmel 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 authonze Hospital to provide services beyond those specifically contracted for pursuant to this Agreement Such authorization must be a specific written authonzation for such services in which the Customer also agrees to assume responsibility for payment of the additional services V GENERAL INSURANCE PROVISIONS 5 1 The I lospital and Customer agree (through either a policy of insurance or a program of self insurance) to carry aorkei's compensation and ernplo'er's liability, public liability, property damage contractual liability, fire and extended coy erage insurance as applicable to the provision of Services 2 under this Agreement Each party shall carry said policies or self insurance and shall provide the other party with appropnate 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 semc) and the Hospital agrees to be and remain a provider thereunder VI 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 pro. ide 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 8 1 Whenever applicable, Hospital shall provide an individual to render Services on the Customer's premises Customer shall proN ide wntten 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 performance 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 iX S FATUS OF THE PARTIES 9 1 In carrying out the terms of this Agreement, the parties agree that cach 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 secunty 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 1 anse by Its failure to do so 3 X INDEMNIFICATION 10 1 Customer Indemnification Customer agrees to indemnify and hold harmless the Hospital, its officers agents and employees from any Toss, cost, damage, expense, attorneys fees and liability by reason of bodily injury, property damage or both, of whatsoever nature or kind, anstng 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 Toss, cost damage expense, attorneys fees and liability by reason of bodily injury, property damage, or both of whatsoever nature or kind ansing 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 XI TERM AND TERMINA 17ON 11 1 Term and Termination The term of this Agreement shall be for twel%a (121 months commencing on the 1 day of May, 2009 and terminating on the 30 day of Apnl, 2010 This Agreement is automatically renewable for two (2) successive one (i) year terms unless either party gives notice of termination at least sixty (60) days pnor 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 of the term of this Agreement, the Agreement will terminate on the 30 day of Apnl, 2012 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 Customers failure to appropnate monies sufficient to pay for all of the Services to be rendered hereunder this Agreement many be terminated by Customer immediately upon I iospital s receipt of Customer s notice to cease all Services However Customer shall compensate Hospital in accordance with section 4 1 for Services rendered pnor to termination 11 2 Termination by Agreement In the event Hospital and Customer shall mutually agree in wnting 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 penod 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 pnor to the date of termination 4 X11 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 wnttcn notice HOSPi I'AL CUSTOMER Kyle DeFur City of Cannel President Director of Human Resourccs St Vincent Hospital and Health City Hall, 1 Cn lc Square Care Center Inc Carmel Indiana 46032 2001 West 86 Street Indianapolis Indiana 46260 COPIES TO Carol Carpentier City of Carmel City Attorney Director St Vincent EAP City Hall 1 Civic Square 8401 Harcourt Road Carmel, Indiana 46032 Indianapolis, Indiana 46260 St Vincent Contract Management 8402 Harcourt Road Suite 823 Indianapolis Indiana 46260 12 2 Assignment Assignments of this Agreement or the rights or obligations hereunder shall be invalid without the specific wntten consent of the other party herein, except that this Agreement may be assigned by the Hospital without the wntten approval of Customer to any successor entity operating the facility now operated by Hospital or to a related or affiliated orgam7ation 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 pnor oral and /or wntten representations and agreements regarding same Notwithstanding any other term or condition contained in this Agreement but subject to paragraph 12 11 heretnbelow, 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 then successors in interest expressly and in writing agree otherwise 12 4 Waiver of Bleach 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 Gmemmg Law This Agreement shall be construed and governed by the laws of the State of Indiana, except for its conflict of laws provisions, as 5 well as by all municipal ordinances and codes of the City of Carmel Indiana 12 6 Amendments This Agreement may be amended only by an instrument in wnting signed by the parties hereto 12 7 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 onginal, but both duplicate ongmals together constitute one and the same instrument 12 8 No Third Parties Beneficianes Nothing contained herein shall be construed to give any nghts or benefits hereunder to anyone other than Customer and /or Hospital 12 9 Government Compliance Hospital agrees to comply with all present and 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 indemnify 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 12 10 No Discnmination 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 discnmination against any employee, applicant for employment and /or other person in the subcontracting of work and /or in the pro% ision of any Services contemplated by this Agreement with respect to hire tenure, terms conditions or pnvileges of employment or any matter directly or indirectly related to employment subcontracting or work performance hereunder because of race, religion color, sex, handicap, national ongm, ancestry age, disabled veteran status or Vietnam era veteran status Customer reserves the nght to collect a penalty as provided in IC 5 16 -6 1 for any person so disenminatcd against 12 11 Severabihty If any provision or portion of this Agreement is held to be invalid, illegal or unenforceable by a court of competent junsdiction, that provision or portion thereof shall he stncken and all other provisions of this Agreement which can operate independently of such stricken provision shall continue in full force and effect 12 12 Representation and Warranty Each party hereto represents and warrants that it is authonzed to enter into this Agreement and that any person or entity executing this Agreement on behalf of such party has the authonty to bind such party or the party which they represent, as the case may be 12 13 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 other Ise alter the meaning of any provision hereof 6 12 14 Advice of Counsel The parties warrant that they have read this Agreement and understand It, are fully aware of their respective nghts, have had the opportunity for the advice and assistance of an attorney throughout thc negotiation of this Agreement, and enter into this Agreement freely, voluntanly, and without any duress, undue influence, coercion 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 icgulations of the parties and thc 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 matenal respects with all applicable federal and state mandated regulations rules or orders applicable to pnvacy secunty and electronic transactions including without limitation regulations promulgated under Title 11 Subtitle r of the Health Insurance Portability and Accountability Act (Public Lain 104 191) HIPAA') furthermore, the parties shall promptly amend the Agreement to conform with any new or reN ised legislation rules and regulations to which Hospital is subject now or in the future including, without limitation, the Standards for Pnvacy of Individually identifiable Health Information or similar legislation (collectively, "Pnvacy Laws') in order to ensure that Hospital is at all times in conformance with all Pnvacy 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 Pnvacy Laws the panics, acting in good faith are (0) unable to mutually agree upon and make amendments or alterations to this Agreement to meet the requirements in question, or (rr) 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 pnor wntten notice 12 18 Corporate Responsibility Hospital has in place a Corporate Responsibility Program Program') which has as its goal to ensure that the Hospital complies with federal state and local laws and regulations The Program focuses on nsk management, the promotion of good corporate citizenship, including the commitment to uphold a high standard of ethical and legal business practices, and the prevention of misconduct Customcr acknowledges Hospital's commitment to corporate responsibility and agrees to conduct all business transactions which occur pursuant to this Agreement in accordance with the underlying philosophy of corporate responsibility adopted by the Hospital Customer further agrees to disclose immediately any proposed or actual debarment exclusion or other el, ent that makes Customer ineligible to participate in Federal health care programs or Federal procurement or non procurement programs 7 IN WITNESS WHEREOF the duly authonzed representatives of Hospital and Customer have executed this Agreement on the dates wntten below ST VINCENT HOSPITAL AND CITY OF CARMEL, INDIANA, BY HEALTH CARE CENTER, INC AND THROUGH ITS BOARD OF PUBLIC WO KS AND SAFETY By By Kyle crur James Brainard Pres ent 4 Presidm_ Officer Date Date By —a t Ma Ann Burke Mc,mber Date 0 By O r r atson embe Date t 5 ATTEST I 4 Dear; ordray IAMC CI rk Treasur r Date Z d J� DOXBOX/42615_ Doc(a+684) 08/17/06 8 EXHIBIT' A" St Vincent Stress Center Employee Assistance Program (EAP) focuses on two prominent charactensncs (I) 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 penodic progress reports from service providers and will follow up with clients, as appropnatc, 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 I lospital staff The St Vincent EAP services are located at 8401 Harcourt Road, Indianapolis, IN 46260 In addition to this location we have a national network of affiliate providers The EAP counselors are available for scheduled appointment Monday through Fnday 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 will 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 CAP 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 Mantal Difficulties Alcohol or Chemical Dependency Illness or railing Health Communication with Others Sexual Problems Adjusting to Retirement Family Cnsis Living Alone School Problems Money Management Parent/Child Problems 9