Indiana University Health/Third Amendment/Master Services Agreement�1
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Indiana University Health
Workplace Services
THIRD AMENDMENT TO
CITY OF CARMEL, INDIANA
MASTER SERVICES AGREEMENT FOR DESIGNATED HEALTH CARE SERVICES
This Third Amendment to the Master Services Agreement for Designated Health Care Services
(this "Third Amendment') is entered into on , 2017 (the "Third Amendment Effective
Date"), by and between the City of Carmel, Indiana (hereinafter "City") and Indiana University
Health, Inc. (hereinafter "IU Health").
Recitals
A. IU Health and City entered into a Master Services Agreement for Designated Health Care
Services dated February 1, 2013 (the "Agreement').
B. The parties subsequently amended the Agreement, effective January 25, 2016 ("First
Amendment').
C. The parties subsequently amended the Agreement, effective January 1, 2017 ("Second
Amendment').
D. The parties desire to further amend the Agreement to add new services lines and make additional
changes.
Amendment
NOW, THEREFORE, the parties agree as follows:
1. Definitions. Capitalized terms used in this Third Amendment but not defined in this Third
Amendment shall have the meanings assigned to them in the Agreement.
2. Service Line Attachments.
a. Effective on the date of delivery of New Premises, as that term is defined in Section. 8 of
the Agreement, as modified by this Third Amendment ("Delivery Date"), Service Line
Attachment #1 Health and Wellness Center Clinic Services, Section 1. Service Model,
shall be amended and restated to read as follows:
A healthcare clinic for participants in the City of Carmel Employee Health Benefit
Plan, with dedicated medical staff providing primary care, preventive care, wellness
education and related services. Staff will include the following:
• IU Health Physician —Nineteen (19) hours per week
• IU Health Nurse Practitioner — Twenty three (23) hours per week
• IU Health Medical Assistant —Thirty eight (38) hours per week
• IU Health Nurse Manager — Thirty three (33) hours per week
IU Health Health Coach — Twelve (12) hours per week
All clinic medical staff provided by IU Health shall provide services in accordance
with generally accepted medical practices and in accordance with all applicable
provisions of Federal, State and local laws, regulations or orders. Upon request, City
may reasonably participate in interview and selection process of new clinic medical
staff. Further, City may reasonably request the immediate removal of an IU Health
clinical staff member provided hereunder by written request to IU Health. Upon
receipt of such request, IU Health shall remove the staff member and provide another
staff member reasonably acceptable to City to fulfill IU Health's obligations under
this Service Level Agreement.
b. Effective on the Third Amendment Effective Date, Service Line Attachment #1 Health
and Wellness Center Clinic Services, Section 2. Services of IU Health, shall be modified
to include the following:
Trackingand n�porting Data
• IU Health will provide City with utilization data, expense summary data, and
patient satisfaction data not less than annually.
c. Effective on the Third Amendment Effective Date, the following section shall be deleted
from Service Line Attachment #1 Health and Wellness Center Clinic Services, Section 2.
Services of IU Health:
Police and Fire Physicals
• In-service physical examinations (see Addendum B for physical exam
requirements)
• Identification of EKG and cardiac stress test costs for departmental billing
• Monthly reports of department members who have completed physical exams
Service Line Attachment #1, Addendum B — Police and Fire Physicals shall also be
deleted.
d. Effective on the Delivery Date, Service Line Attachment #1 Health and Wellness Center
Clinic Services, Section 4. Cost of Services/Billing, shall be amended and restated to read
as follows:
Services shall be billed to City in accordance with the following fee schedules.
Services shall be invoiced monthly with payment due within thirty (30) days of
receipt of billed invoice.
Clinical Program Staffing and Management Services
Rate per
hour
Hours
per week
Annual estimated
total
Physician
$ 180.25
19
$178,087
Nurse Practitioner
$ 116.06
23
$ 138,808
Registered Nurse
$ 63.86
33
$109,584
2
Manager
Medical Assistant
$ 28.84
38
$ 56,988
Health Coach
$ 65.92
12
$ 41,134
Total Annual Estimated
Staffing and Management
$473,311
Hourly rates for staff include the following:
• Staff recruitment and retention
• Staff education, insurance and oversight
• Support services for staff, including payroll, information technology, legal and
human resources
• Computer hardware
• Online scheduling system
• Electronic medical recordkeeping system
• Telephones and telephone lines
• Office equipment, including printer, scanner, and facsimile machine
• Clinic communication and marketing program
Rate Increases: An annual rate adjustment will be made for staff rates beginning on
1/1/2018 upon review and agreement in writing of the parties not to exceed four
percent (4%) in any one (1) year period.
Hourly rates do NOT include the following items which are billed at cost plus
administration (20% upcharge on all items):
• Staff coverage requiring use of a LOCUM or temp agency resource may be billed
at higher rates to cover expenses at pass through cost. Before a LOCUM or temp
agency resource is utilized, all expenses will be mutually agreed upon
• Equipment required to provide services with prior written consent and approval
by City designee
• Supplies (e.g., medical and office) required to provide services
• Medications dispensed to participants
• Lab services provided to participants
Lease of Clinical Premises
2017 Monthly Lease Costs
January 2017 — July 2017
$30,618 ($4,374 x 7)
August 2017 (includes one-time fee of $3,500 of
infrastructure expense at 99 Carmel Drive)
$7,874 ($4,374 + $3,500)
September 2017
$4,374
October 2017
$4,374
November 2017
$4,374
December 2017
$4,374
Total 2017 Lease Costs
$55,988
2018-2022 Monthly Lease (including estimated CAM* and Utilities)
Rent Per
Month
*CAM
(estimated)
Utilities
(estimated)
Total Annual Expense
(estimated)
2018
$4,316.05
$1,119
$356
$69,492
2019
$4,430.22
$1,153
$366
$71,391
2020
$4,487.30
$1,188
$377
$72,628
2021
$4,544.38
$1,223
$388
$73,865
2022
$4,601.47
$1,260
$400
$75,138
*CAM — Common Area Maintenance (i.e., parking lot, side walk, snow removal,
trash removal, landscaping, etc.)
CAM and Utilities are estimated to increase 3% annually and will be billed as a pass
through expense at actual cost
HVAC — up to $500/unit per year in the event there is a repair or replacement
(maximum of two units)
e. Effective June 1, 2017, Service Line Attachment #2 Employee Assistant Program
Services (EAP) shall be replaced in its entirety by Service Line Attachment #2 Employee
Assistant Program Services (EAP) attached hereto.
f. Effective March 1, 2017, Service Line Attachment #4 Wellness Program Services,
attached hereto, shall be added to the Agreement.
Term. Effective with the Third Amendment Effective Date, Section 2. Term, shall be amended
and restated to read as follows:
The initial term of this Master Services Agreement shall be from and including February
1, 2013 to and including December 31, 2017 ("Initial Term"). The term of any particular
SLA shall coincide with the term of the Master Services Agreement. The termination of
this Master Services Agreement shall automatically and immediately terminate all SLAs
incorporated herein. At the end of the Initial Term, this Master Services Agreement shall
be extended to coincide with the initial term of the lease of the New Premises (as that
term is defined in Section 8 below), equal to sixty five (65) months from the date of
delivery of New Premises to IU Health, expected to be no later than October 6, 2017 (the
"First Renewal Term"). After the First Renewal Term, this Master Services Agreement
may renew for an additional three (3) year term (a "Second Renewal Term") upon mutual
agreement of the Parties.
4. Termination for Breach. Effective with the Third Amendment Effective Date, Section 3.
Termination for Breach, shall be amended and restated to read as follows:
Either party hereto may terminate this Master Services Agreement if all of the following
occur: i) the other party is in breach of one or more of the terms of this Master Services
Agreement and/or any SLA incorporated herein, ii) the breaching party has been
provided written notice of the breach(es) and iii) the breaching party has failed to fully
remedy the breach(es) within thirty (30) days of receipt of notice of same. In the event of
a breach of this Mater Services Agreement and/or any SLA incorporated herein, and the
failure to timely and fully cure the same, the non -breaching party shall be entitled to
terminate this Master Services Agreement and to exercise any and all other rights and
remedies available to it in law and/or in equity. In the event of termination by IU Health
under this section, City shall assume costs for the lease and leasehold improvements of
the New Premises (as that term is defined in Section 8 below).
5. Termination for Convenience. Effective with the Third Amendment Effective Date, Section 4.
Termination for Convenience, shall be amended and restated to read as follows:
Either party may terminate this Master Services Agreement without cause by providing
the other party with one hundred twenty (120) days written notice. In the event City
terminates this Master Services Agreement under this section, City shall assume the costs
for the lease and leasehold improvements of the New Premises (as that term is defined in
Section 8 below).
6. The Clinic Premises. Effective with the Third Amendment Effective Date, Section 8. The Clinic
Premises, shall be amended and restated to read as follows:
The initial dedicated clinic space will be 1402 Chase Court, Carmel, Indiana 46302 (the
"Clinic Premises"). Pursuant to the Understanding of Terms to Proceed, executed
between the parties on April 28, 2017, the parties agree to relocate to 99 E. Carmel Drive,
Carmel, Indiana 46032 (the "New Premises"), in which event the New Premises shall be
deemed to be the Clinic Premises for all purposes under this Master Services Agreement.
IU Health shall pay the actual and reasonable expenses of physically moving clinic
property and equipment to the New Premises. IU Health shall give the City not less.than
sixty (60) days prior written notice of any subsequent substitution of New Premises.
7. Indemnification. Effective with the Third Amendment Effective Date, the following shall be
added to the end of Section 11. Indemnification.
Further, pursuant to the Understanding of Terms to Proceed, executed between the parties
on April 28, 2017, City agrees to indemnify and hold IU Health, and its officers,
directors, shareholders, affiliates, agents, contractors, employees and invitees, harmless
from any and all claims, actions, suits, damages, liabilities, costs, and expenses, including
but not limited to reasonable attorneys' fees and disbursements, and all actual, out -of -
pockets costs and expenses incurred by IU Health in connection with the lease of the
New Premises and resulting from City's termination of this Agreement.
8. Effective Amendment. The parties agree that this Amendment has been duly prepared and
executed in accordance with the terms of the Agreement.
9. No Other Modifications. Except as otherwise set forth in this Amendment, all other provisions of
the Agreement shall remain unchanged.
10. Joint Drafting/Interpretation. Each party acknowledges and agrees that this Amendment will be
deemed to have been jointly prepared by the parties and their respective legal counsel and will not
be strictly construed against either party.
[Remainder of Page Intentionally Blank; Signatures Follow]
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to
execute this First Amendment to City of Carmel, Indiana Master Services Agreement for Designated
Health Care Services, with the terms set forth herein to be given effect as of the dates set forth herein.
CITY OF CARMEL, INDIANA ("City")
By and through its Board of Public Works and Safety
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Attest:
James Brainard, Mayor
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INDIANA UNIVERSITY HEALTH, INC. ("IU Health")
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Jennifer M. Alvey, Senior Vice President
Chief Financial Officer
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Jo uesing, ice President
Treasurer
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Date:
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Service Line Attachment #2
Employee Assistance Program Services (EAP)
Indiana University Health ("IU Health") through the IU Health Employee Assistance Program
("IUHEAP"), agrees to provide EAP services as described herein to City of Carmel, Indiana ("City")
employees.
1. Service Model
IU Health Employee Assistance Program addresses a broad spectrum of issues including, but not
limited to, stress, depression, anger, alcohol, and relationship and family problems that interfere with
functioning on the job. Each member of an employee's family can have up to six (6) counseling
sessions per year at no charge to them as a part of the program.
IUHEAP develops specific care plans for all clients. The initial intake is both a qualitative and
quantitative analysis, helping to determine whether the individual need is urgent, emergent or routine,
and a care plan is executed accordingly. The program will be integrated and promoted as a part of the
larger wellness program umbrella to reinforce that health is both physical and emotional.
2. Services of IU Health
• Short-term counseling, as requested by employee or by City
• Behavioral health guidance
• Critical incident support
• 24-hour crisis help line
• Referral services
• Manager training
• Employee orientation and workshops
• Promotional materials
• Utilization reporting
• Legal and Financial Services
o Free 30 minute consults
o Reduced rates for participants requiring legal and/or financial assistance beyond an initial
30 minute consult
3. Service Sites and Hours
• Counseling services are offered IU Health offices in Carmel.
• Counseling appointments are scheduled during normal business hours. Evening appointments
available.
• Appointments for issues that can reasonably be identified as emergencies, using standard
professional guidelines, shall be scheduled within 48 business hours.
• Manager training, employee workshops and Critical Incident Support are scheduled to meet the
needs of participants.
4. Responsibilities of City
• Provide list of eligible participants
• Distribute promotional materials to employees and direct employees to EAP as appropriate.
5. Cost of Services
$1.45 per employee per month (PEPM)*
*cost assumes 550-650 eligible employees
SLA 2 - Page 1
Services shall be invoiced monthly with payment due within thirty (30) days of receipt of billed
invoice.
6. Confidentiality:
IU Health Employee Assistance Program is committed to protecting employees' personal health
information. IUHEAP is a HIPAA-compliant organization and will not release any private health
information without employee consent, including information regarding utilization of EAP services.
Reports provide aggregate utilization information and meet HIPAA privacy guidelines.
7. Principal Contacts
The principal contacts for this Service Line Attachment are:
IU Health Employee Assistance Program
Susan Day
Manager
1701 N Senate Ave - WH442
Indianapolis, IN 46202
Phone: (317) 962-8001
Email: sdLay6@iuhealth.org
City of Carmel, Indiana
Barbara Lamb
Director Human Resources
One Civic Square
Carmel, Indiana 46032
Phone: (317) 571-2471
Email: blamb@carmel.in.a
SLA 2 - Page t
Service Line Attachment #4
Wellness Program Services
Indiana University Health, through its subsidiary Workplace Health Services, LLC, DBA IU Health
Workplace Services ("IU Health") agrees to provide City of Carmel ("City") the following Wellness
Program Services:
Wellness Screening Services.
1.1. Annual Health Assessment Screening.
1.1.1. Fasting finger -stick blood draws.
1.1.2. Full Lipid Panel (HDL, LDL, Total Cholesterol and Triglycerides).
1.1.3. Fasting Blood Sugar; Hemoglobin A1C.
1.1.4. Blood Pressure.
1.1.5. Height & Weight.
1.1.6. Body Mass Index.
1.1.7. Waist Circumference.
1.2. Nicotine Screening.
2. Health Education.
2.1. Health education and care referral to off-site clinic for those with enhanced care risks, and/or
chronic conditions.
2.2. High risk identification and coaching at the time of the screening, with particular emphasis on
those with risks associated with tobacco use, high blood pressure and obesity.
2.3. Disease Education with particular emphasis on those with risks associated with tobacco use,
high blood pressure and obesity.
2.4. Health coach and Physician/Nurse Practitioner will educate and facilitate wellness
programming and direct enhanced care solution tactics as needed to improve the health of City
participants.
3. Data Analytics
3.1. Data Analytics for Health Risk Outreach and Management. NavMD is a sub -contractor to IU
Health and licenses software, a key access security system, post -processed database and an
application -programming interface (together the "Software") and provides on-line and other
services to analyze related healthcare data and provide results that identify and illustrate health
conditions and costs associated with the City employer healthcare plan, clinic and wellness
solutions in order to promote achievement of defined results. This system is used to identify
individuals with high risk behaviors and conditions, to outreach to those individuals, engage
them in programs and then to track and report the results of engagement.
4. Appointment Scheduler
4.1. Appointments made via online scheduling (Appointment Plus or similar tool); employees can
log in from any computer either at work or from a remote location, view availability and self -
schedule for appointments as needed.
5. City Responsibilities
5.1. City shall provide space for the Wellness Screening events in City's premises.
5.2. City shall provide IU Health with reasonable access to the space for screening event set up and
tear down.
5.3. City will assist with ensuring participants arrive at scheduled screening appointment time to
help minimize number of "no shows".
SLA 4 - Page 1
5.4. FEES AND REIMBURSEMENTS. City shall pay fees and reimbursements to IU Health in
accordance with terms outlined in "Cost of Services" Section.
6. Confidentiality
All health records of Carmel employees receiving services hereunder will be treated in accordance
with and governed by applicable state and federal privacy laws relating to the confidentiality of such
records and in accordance with written consent will be released to Carmel or its subcontractors as
directed by or agreed to under the written consent.
7. COST OF SERVICES
Services shall be billed to City in accordance with the following fee schedule. Program charges are
an estimate. Services shall be invoiced monthly with payment due within 45 days of receipt of billed
invoice.
8. BILLING AND REIMBURSEMENT
Services shall be billed to City in accordance with the following fee schedule:
8.1. Services will be billed to Citv within the first seven (7) business days of each month. followin
the month of service.
8.1.1.Screening Supply Cost. Cost of supplies and materials for biometric evaluation, including
lab equipment and supplies will be billed as used on a per participant basis at $37.37/person
screened
8.1.2.Staff time for Screening. Staff time for each screening event will be billed at a fixed $1,157
per six -hour screening event
8.1.3.Program Management and Data Administration. Use of NavMD software and services to
facilitate enhanced care health management solution will be billed at a cost of $2.05 per
eligible employee per month. All employees on the City's health plan will be evaluated for
outreach and engagement, regardless of participation in the onsite biometric screening.
8.2. Rate Increases. Rates and services will be evaluated and updated annually as needed and
mutually agreed upon.
8.3. Payment. City shall pay IU Health invoiced amounts within forty-five (45) days of receipt of
billed invoice.
SLA 4 - Page 2