HomeMy WebLinkAboutContract 48598 CITYSECRUARY
CONTRP1CT NOO
Plan Agreement
By®Emr��g c OireCt Healthcare
This Plan Agreement(the"Agreement") is made on this 1 st day of January, 2017 (the "Effective
Date") by and between Employer Direct Healthcare, LLC, a Delaware corporation ("EDH")
and City of Fort Worth, a home rule municipal corporation of the State of Texas ("Sponsor").
EDH and Sponsor are referred to collectively as the"Parties"and individually as a"Party."
WHEREAS, EDH offers a network of participating medical service providers,
including physicians, hospitals, and other healthcare professionals and facilities
under the trade name"Employer Direct Healthcare"(the"Network")which is made
available to Participants, as defined herein, through health plans offering the
Network for medical, surgical, and diagnostic treatment,and other medical care and
care-related services("Network Services");
WHEREAS, EDH coordinates the delivery of Network Services to such
Participants by providing administrative, settlement, case management, travel, and
other non-medical logistical services for the interaction among the participating
care providers, the Participants electing to use such services, and the health plans
responsible for payment for such services on behalf of Participants;
WHEREAS, Sponsor has established a self-funded employee health and welfare
plan for the benefit of certain of its employees, dependents of employees, retired
employees and their dependents and certain former employees and their
dependents;
WHEREAS, Sponsor wishes to engage EDH to offer access to the Network for
Participants in one or more health benefit plans or other programs of Sponsor
whereby access to health services is made available to individual Participants of
Sponsor(each such program, without distinction, a"Plan").
NOW THEREFORE, in consideration of the promises and the mutual covenants herein, the
Parties agree and contract as follows:
1. Definitions
1.1 "Accompanying Person" means an individual utilizing Travel Services other than
the Patient.
1.2 "Billed Charge"means the standard fee for an Episode of Care service customarily
charged by Provider.
1.3 "Case Rate" means the pre-determined charge for an Episode of Care which
includes the total of all technical, professional, facility and other medical services billed by
Provider and associated with a Diagnosis Case Code. The"Case Rate"is typically between 1.3 and 8
1.4 times the facility's Medicare rate but may be higher for procedures added in the future at the 9�0
request of the Sponsor.
OFFICIAL RECORD
-CITY SECRETARY
FT. WORTH TX
/ 9 'to,
Employer Direct Healthcare Plan Agreement
1.4 "Convenience Items" means items that are not considered necessary to
Participant's medical care and are Participant's financial responsibility. These items may include,
among others, telephone use,premium television access, and guest meals.
1.5 "Coordinated Services" means the services scheduled and coordinated by EDH
including the Episode of Care and additional medical services supplied by a Provider as well as
Travel Services supplied by selected Travel Service vendors.
1.6 "Covered Services" means the portion of Coordinated Services which a Plan
determines are benefits available to a Participant and payable by Sponsor.
1.7 "Diagnosis Case Code" means the code identifying the anticipated Episode of Care
for a Patient. In the case of an inpatient procedure, the Diagnosis Case Code will be the Medicare
Severity Diagnosis Related Group ("MS-DRG") and/or Current Procedural Terminology Codes
("CPT Codes") associated with the procedure which may be further modified to identify the
specific care protocol.
1.8 "Discharge Case Code" means the final Diagnosis Case Code modified to reflect
the actual medical requirements of the Patient and services provided during the Episode of Care.
1.9 "Episode of Care" means (i) all services rendered by the Provider and Provider's
professional and medical staff, as applicable and (ii) all hospital or facility-related expenses under
the Diagnosis Case Code. The Episode of Care begins on the day the Patient first receives services
from the Provider related to the Diagnosis Case Code and ends when the Patient is discharged from
the hospital or facility to return or travel home. Services and expenses under the Diagnosis Case
Code commonly included in the Episode of Care (but are not limited to): equipment used while in
hospital or facility; in-hospital or in-facility medications or biologics and supplies; implants; labs;
in-hospital meals; hospital confinement days; pre and post in- hospital or in-facility nursing care
and in-hospital physical therapy and follow-up consultations; and any other medically necessary
care related to the Diagnosis Case Code.An Episode of Care shall not include(i)diagnostic testing
in advance to determine whether a procedure is necessary;
(ii)Convenience Expenses; (iii)procedures or care that are not medically necessary and(iv) and
SREs, as defined in Exhibit A, attached hereto.
1.10 "Healthcare Management Fee" means the monthly fee per employee ("PEPM")
charged to Sponsor for the provision of services provided pursuant to the Agreement.
1.11 "HIPAA" means the Health Insurance Portability and Accountability Act of 1996,
Public Law 104-191, as amended, including its Administrative Simplification provisions of
HIPAA Title H, Subtitle F and the implementing regulations at 45 C.F.R. Parts 160-164 and the
Health Information Technology for Economic and Clinical Health Act, enacted as part of the
American Recovery and Reinvestment Act of 2009, ("HITECH), as amended.
1.12 "HIPAA Rules" means, collectively, HIPAA, HITECH, and the implementing
regulations under HIPAA and HITECH, as modified from time to time.
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1.13 "Medically Necessary Services"means services or supplies which are determined
by a licensed medical professional to be appropriate and necessary for the symptoms, diagnosis
or treatment of the medical condition of Participant and within standards of medical practice
within the community for that level of care.
1.14 "Outlier Methodology" means the computation of charges as described in Exhibit
A to this Agreement applied when the Discharge Case Code is not the same as the anticipated
Episode of Care and Diagnosis Case Code.
1.15 "Participant" means any person who is eligible for the Network and has enrolled
for coverage in a Plan offered by Sponsor.Participant may include persons eligible as employees,
dependents, retirees, pursuant to COBRA, or otherwise as members in good standing under the
terms of the Plan.
1.16 "Patient" means a Participant seeking Coordinated Services through the Network.
1.17 "Plan" means a medical benefit plan offered by Sponsor and which includes the
Network.
1.18 "Plan Administrator" means a third party administrator administering a Plan, or a
network access services company offering access to the Network.
1.19 "Prevailing Medical Standards" means the standard of care prevailing under
medical standards common to doctors and other providers of medical care in the jurisdiction where
the Provider is located, who have appropriate training and experience in the field of medical care
in the jurisdiction where the Provider is located, who have appropriate training and experience in
the field of medicine and involved in the medical or surgical procedure or service, and which are
in good standing with the relevant accrediting organizations and governmental licensing
authorities. For purposes of this Agreement, all Providers shall,as a minimum,meet the"Provider
Qualification Requirements" as outlined in Exhibit D, which is attached hereto and incorporated
herein.
1.20 "Provider" means a licensed or otherwise legally authorized provider of medical,
surgical, hospital, professional and/or health related services which has arranged with EDH to
provide Coordinated Services to Participants,pursuant to a business relationship with EDH.
1.21 "Provider's Medical and Professional Staff' mean individuals with degrees in
medicine, osteopathy or dentistry, employed by a Provider who have been credentialed and
privileged to practice medicine at the Provider's location and/or other health care professional
directed by such individuals to render medical services to patients.
1.22 "Surgery" means the Co-Branded offering of EDH.
1.23 "Total Care Bundle" means one or more Episodes of Care delivered by one or
more facilities or providers related to a single specific medical problem or condition. Such care
may be continuous care or it may consist of a series of intervals marked by one or more brief-
separations from care. This term identifies the entire sequence of care (e.g. diagnostics,
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outpatient, inpatient, consultations, or rehab),thus serving as the complete measure of the
healthcare provided to any Patient for any single medical condition.
1.24 "Travel Services" means the subset of Coordinated Services relating to Patient and
Accompanying Person's transportation and lodging during an Episode of Care.
1.25 "Treating. Physician" means Participant's local treating/primary care physician
and any other physician or medical care provider supplying medical records for review by
Provider.
2. EDH Role and Responsibilities
2.1 Coordinated Services. EDH will support Sponsor in communicating the availability
of Coordinated Services to eligible Participants in each Plan and managing the Coordinated
Services among Patients, Accompanying Persons, Providers and Travel Services vendors,
Sponsor, and any Plan Administrator.
2.2 Provider Required Information.
(a) Medical Qualifications. EDH will require each Provider to represent and
warrant that Provider:
(i) (A)Is properly licensed to provide Covered Services; (B)currently
registered with the Federal Drug Enforcement Administration and (C) otherwise licensed and/or
certified as required by law to provide Covered Services in accordance with this Agreement.
(ii) Is currently and continues to remain board-certified in his/her
specialty.
(iii) Shall notify EDH within five calendar days of the following, as
applicable: (A) any lapse, revocation, termination or suspension of the license, certificate,
registrations or other credentials; (B) any adverse malpractice judgment or adverse disciplinary
action, whether or not involving a Patient or involving incidents prior to the effective date of the
provider agreement with EDH; (C) the filing of any report with the National Practitioner Data
Bank or any state entity with regulatory oversight authority; (D) the lapse, cancellation,
termination or non-renewal of any professional liability insurance; (E) any impending or actual
suspension, limitation or termination of privileges to practice in any hospital; (F)conviction of or
plea of nolo contendre of a felony, or of a misdemeanor involving fraud or moral turpitude; or
(G) any suspension,termination or limitation of hospital privileges.
(iv) Shall notify EDH immediately in writing of. (A) any suspension,
cancellation or loss or limitation of any accreditation, licensing and/or certification; and (B) any
imposition of sanctions under a federal or state health care program.
(v) Is required to be credentialed and/or recredentialed in accordance
with the provider agreement with EDH before providing any services to Patient.
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(b) EDH will require each Provider that is a facility to represent and warrant
that Provider is:
(i) fully qualified to provide medical services under Prevailing
Medical Standards;
(ii) each of Provider's facilities identified to EDH for provision of
Coordinated Services has all necessary licenses, certification, and equipment to provide, medical
services in compliance with Applicable Law and Prevailing Medical Standards;
(iii) Provider's Medical and Professional Staff are and will remain fully
qualified and licensed under Applicable Law and Prevailing Medical Standards;
(iv) Provider's Medical and Professional Staff with admitting privileges
at a Network hospital shall maintain staff and admitting privileges;and
(v) qualifications, accreditations, certifications or similar credentials
with respect to the skill,training and expertise of Provider and Provider's Medical and Professional
Staff disclosed to EDH or to the public are and shall remain in full force and effect.
(c) Credentialina. EDH will either: (i) require Provider to cooperate with
EDH's credentialing program or(ii)delegate its credentialing program to Provider. In either case,
such credentialing program,which shall include a Network hospital's credentialing requirements,
shall meet National Committee for Quality Assurance ("NCQA") credentialing standards or Joint
Commission on Hospital Accreditation("JCHAO")credentialing standards.Provider shall further
comply with any additional credentialing practices and standards which EDH may reasonably
require and will supply EDH with copies of all credentialing information requested. For purposes
of this Agreement, all Providers shall, as a minimum, meet the "Provider Qualification
Requirements"as outlined in Exhibit D,which is attached hereto and incorporated herein.
(d) Insurance. EDH shall require that each Provider maintain medical
malpractice and general liability insurance policies, or equivalent surety, and provide for limits of
not less than one million dollars ($1,000,000.00) per occurrence and three million dollars
($3,000,000.00) in the aggregate or at applicable state mandated limits, if higher, according to
provider type. Provider shall notify EDH in writing no less than ten(10) days of any reduction or
cancellation of coverage.
(e) Information Regarding Medical Services.At EDH's request, each Provider
will timely disclose accurate and complete information through the EDH website required to
effectively inform Sponsor and Participants about the availability, quality and efficacy of the
Coordinated Services offered by that Provider. Providers are solely responsible for the content of
such information.
(f) Notification of Certain Events. EDH will promptly notify Sponsor upon
receipt of notice from a Provider of any of the following: (i) the initiation of any action,
determination, or circumstance involving Provider to discipline, restrict, modify or suspend a
license, certificate or accreditation status; (ii)any other problem or situation that would materially
impair the ability of Provider to carry out the terms and conditions of its agreement with EDH or
provision of Coordinated Services; (iii)any change to or cancellation of insurance
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policies; (iv) any final malpractice judgments; or(v) change in the information provided under
this section.
(g) Provider Materials. EDH shall require Provider to timely disclose accurate
and complete information to EDH required to effectively inform Sponsor about the availability,
quality and efficacy of Provider's medical services. EDH shall require that Provider is solely
responsible for the cost,content and accuracy of such information. Such information shall include
the following:
(i) Description of the Episode of Care;
(ii) Description of Provider's location, facilities and equipment;
(iii) Training and experience of Provider's Medical and Professional
Staff, including education, residencies and internships, and/or all credentialing material;
(iv) Statistical measures, including numbers of procedures
performed, specific major complications and manufacturer of implants used;
(v) Third party review, awards and accreditations;
service measures;
(vi) Summaries of any studies on outcomes and other patient quality of
services measures;
(vii) All forms and agreements needed for proper Patient care including,
but not limited to any transfer agreements, HIPAA and Business Associate Agreements, or
admission forms; and
(viii) All protocols needed for proper Patient care including,but not limited
to preadmission,pre-operative,and discharge protocols by procedure type;and capacity, etc.
(ix) General facility information to include current space usage and
capacity,etc.
2.3 Quality Assurance and Utilization. Utilizing appropriate HIPAA standards for the
transfer of Patient information,EDH will provide Sponsor with periodic reports summarizing
utilization and Patient medical outcomes. Upon reasonable request,EDH will provide access to
pertinent documents maintained by EDH and required in connection with such reports, subject to
any confidentiality requirements and provisions of Article 6.
2.4 Parties are Not Providers. The Parties acknowledge and agree that neither Party will
provide medical advice, render any medical judgment, or make any medical recommendation (as
to any Provider or medical treatment) to any Participant or to any other person or entity.
Providers shall be solely responsible for all matters relating to medical treatments and
procedures and advising prospective Patients and Patients accepted by Provider for evaluation
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and/or treatment regarding their attendant risks, side-effects, desirability, efficacy, alternatives,
and outcomes as required by laws,rules,regulations and applicable ethical standards.
2.5 EDH Not an Insurer, Surety or Guarantor. EDH's role is strictly limited to acting
as a service provider facilitating the interaction among Sponsor, Participants, and those entities
providing Coordinated Services, including the Provider(s). EDH is not a fiduciary of the Sponsor
and shall not be deemed to have any discretionary authority or control regarding management of
Sponsor. Apart from the express warranties in this Agreement, EDH makes no warranty, express
or implied concerning: (i) any Provider or other vendor of Coordinated Services, (ii) any of the
Coordinated Services offered or performed; or (iii) information transmitted in good faith by EDH
from third-party sources. EDH expressly disclaims all warranties, including but not limited to
warranties of fitness for a particular purpose and warranties of merchantability. In no event will
EDH, its affiliates or other suppliers be liable for direct, special, incidental, or consequential
damages (including,without limitation, damages for loss of business profits,business interruption,
loss of business information or other pecuniary loss) arising directly or indirectly from the use of
(or failure to use) or reliance upon EDH services, even if EDH has been advised of the possibility
that such damages may arise. EDH does not assume, insure, guaranty or underwrite the liability,
responsibility or performance of any other party. EDH's obligations and liability extend only
through the end of the Episode of Care, which, as defined herein, terminates upon the Patient's
discharge by Provider. Payment for any medical services rendered subsequent to the termination
of an Episode of Care shall be the responsibility of the Patient and Plan.EDH shall have no further
obligations with respect to services rendered after the termination of the Episode of Care.
2.6 Physician Clearance to Travel and Release of Medical Records. It shall be the
responsibility of Participant to obtain advice from the Participant's Treating Physician whether, in
such physician's independent medical opinion,Participant is fit to travel to the Provider's location
for the Episode of Care. Utilizing appropriate HIPAA standards regarding the release of medical
records, EDH will assist each Participant, or the Participant's representative with the collection
and transfer of medical records and other documentation among Participant, Treating Physician,
and Provider. Prior to an Episode of Care, Provider shall confirm with both EDH and Patient the
Patient's travel plans and specifically whether Patient will be traveling(i)via airplane or(ii)more than
one hundred fifty(150) miles by car to receive treatment from Provider. Provider and EDH shall
take into account Patient's travels plans when developing the Episode of Care. Provider shall
immediately notify EDH of any medically necessary adjustments related to travel throughout an
Episode of Care.
2.7 Non-Discrimination. EDH shall not discriminate in delivery of the EDH
2.8 Coordinated Services to Participants on the basis of race, religion, national origin,
sex, marital status, sexual orientation, health status, disability, source of payment for services, or
age.
3. Sponsor's Role,Responsibilities, and Limitation of Liability
3.1 Implementation. Sponsor will designate a project executive having the
responsibility and authority to assist EDH in:
(a) amending the Plan to incorporate the Network option for Participants whose
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Treating Physicians recommend certain medically necessary procedures and elect to receive
treatment at certain Providers participating in the Network;
(b) implementing the necessary procedures to coordinate EDH, Sponsor and/or
any Plan Administrator operational processes for eligibility verification, case management, pre-
certification, and billing by facilitating vendor integration with other health services/plans or
TPA's;and
(c) identifying and facilitating communication opportunities to reach
Participants needing treatments or procedures available through the Network.
3.2 Marketing. Sponsor will encourage Participants to utilize the Network by providing
the following:
(d) implementation of an introductory and ongoing communication plan
utilizing the SurgeryPlus Communications Strategy to educate and inform Participants about the
Network and its associated benefits
(e) implementation of the EDH member website on the Sponsor's website
specifically for Participants.
3.3 Use of Name. Sponsor and EDH each reserve the right to the control and use of their
respective names, copyrights, symbols, trademarks and service marks (the "Marks"). With the
exception of Sponsor's permission to allow EDH to distribute a press release and use Sponsor's
logo on EDH's website and marketing materials no Party shall use another Party's Marks in
advertising, promotional materials or otherwise without the prior written consent of the Party
owning such Marks, not to be unreasonably withheld. Aside from these exclusions, any use of
Sponsor's Marks shall be in accordance with Appendix "A", attached hereto. In addition and for
the avoidance of doubt, provision of information related to our providers to clients or prospective
clients under executed non-disclosure agreements, including information gathered in our
credentialing process, shall not be deemed a marketing activity under this section nor prohibited
under this Agreement.
3.4 Authori . Sponsor shall be the final arbitrator and have the final authority
regarding interpretation of the Plan.
3.5 Compliance. Sponsor shall comply with all legal requirements applicable to Plan
and satisfy any and all reporting,notice, disclosure, and filing requirements imposed by applicable
state and federal laws and regulations, including the Federal Employment Retirement Income
Security Act("ERISA"), as applicable.
EDHC may request Patient Summary documents in ONCHIT-standard format CDA. CCR, or
CCDA formats. In these cases EDHC commits to provide HIPAA and Meaningful-Use compliant
transport mechanisms for their safe transfer.
3.6 Provider Payment Obligations.
(a) Sponsor/Administrator shall adhere to the payment obligations contained in any
of EDH's provider agreements, including, but not limited to an obligation to pay claims and remit
payment to EDH within five business(5)days of receipt of the Invoice,as defined in Section 4.1(c)
Employer Direct Healthcare Plan Agreement
herein.EDH will submit claims to Sponsor/Administor by Wednesday and Sponsor/Administrator
will process on Thursday and remit payment on Friday.
(b) If a Patient experiences an SRE as defined by the National Quality Forum (see
Exhibit A),neither Sponsor nor EDH shall be responsible for the cost of those services related
to the SRE.
(c) If within sixty (60) days of receipt of notice of the final costs for an Episode of
Care, Sponsor fails to pay EDH any amount due to a Provider, EDH shall notify Provider of such
failure and engage in good faith efforts to resolve any payment issues or disputes with Plan. If
EDH is unable to resolve such payment issues or disputes within thirty(30) days of engagement,
EDH shall notify Provider and Provider may terminate its agreement with EDH solely as related
to the Sponsor failing to make payment.Provider may then seek payment directly from Sponsor.
In such event, Plan will lose the benefit of any favorable rates set forth in the Provider agreement
and be responsible for Provider's charges.
3.7 Taxes. Sponsor is a tax-exempt government entity, and no federal, state, or
local taxes should apply to actions and services of the Sponsor or the Plan under this
Agreement.
4. Scheduling,Pricing and Payment
4.1 Patient Scheduling and Payment.
(a) Provider Acceptance of Patient. Following Provider's initial review of
Participant's medical records and information, Provider will confirm to EDH that in its
independent medical opinion, Participant is a suitable candidate for the Episode of Care at the or
"a" Provider's location and will advise EDH of such Diagnosis Case Code, subject to a physical
examination and medical assessment of Participant after arrival.Provider will establish treatment
protocols for each Episode of Care and modify such protocols for Participant, if needed. Provider
will notify EDH of any changes in the Diagnosis Case Code or anticipated Episode of Care.EDH
will schedule the Coordinated Services among Participant, Provider and Travel Services vendors,
if applicable. Sponsor shall confirm that Participant has met any obligations related to a Plan
Deductible prior to beginning an Episode of Care.
(b) Patient Scheduling. Upon acceptance of a Patient by a Provider and
confirmation of that Patient's coverage under a Plan and receipt of payment of the remaining
deductible by Patient to EDH(if applicable),EDH will schedule the Coordinated Services among
Patient, Provider and Travel Services vendors.
(c) Invoice. Immediately after EDH has confirmed completion of an Episode
of Care,EDH will prepare and submit to Sponsor an invoice itemizing actual prices for an Episode
of Care ("Invoice"). Sponsor understands that the Invoice may include charges for urgent or
emergency medical services, as described in Section 4.2 below and calculated based on the
"Outlier Methodology" defined herein and agrees to pay such charges. Not more than ten (10)
business days after receipt of the Invoice, Sponsor will pay the amount specified on the
Invoice directly to EDH via electronic funds transfer. EDH w i 11 p ay P r o v i d e r and
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Travel Services vendors for services.
(d) Cancellation Prior to Medical Procedure. If Participant is
not admitted by Provider for the Diagnosis Case Code or Participant cancels at any time prior to
performance of the medical procedure, EDH shall provide Sponsor an Invoice that includes the
cost of Provider's review of Participant's medical records, any pre-admission testing or treatment
provided, Travel Services expenses, and any other actual expenses incurred. EDH will refund any
deductible received by the Patient within 15 business of cancellation of the Medical Procedure and
will promptly notify Sponsor of such refund of deductible.
4.2 Urgent or Emergency Medical Services. If at any time during the Episode of Care,
Provider determines that Medically Necessary services that are not otherwise included within the
Case Rate determined under Section 4.1(a)must be performed on an urgent or emergency basis to
preserve the life or health of the Participant, Sponsor shall be liable for such charges as part of the
Episode of Care. Such charges shall (i) be calculated based on the "Outlier Methodology"
described on Exhibit A, attached hereto and (ii)listed on the Invoice provided to Sponsor.
4.3 Elective Changes by Participant. EDH's contractual arrangements with Plan
Administrators and Sponsor neither include nor permit authorization of elective changes by the
Participant while treatment is underway or other factors reasonably under control of the Participant
during the Episode of Care. Any request by Participant to Provider for such elective changes and
Provider's decision to render such elective services would be considered outside the Network and
not subject to the scope of this Agreement and EDH shall have no liability for payment for such
elective services.
4.4 Catastrophic Arrangements. In the event the Episode of Care extends thirty (30)
days beyond the date the Participant was originally admitted to the facility, the Episode of Care
will be considered terminated. Payment for any medical services rendered subsequent to the
termination of an Episode of Care shall be the responsibility of the Patient and Plan. EDH shall
have no further obligations with respect to services rendered after the termination of the Episode
of Care.
4.5 No Balance Billing. EDH will include a provision in its contracts with Providers
that Providers will not bill or seek to collect from Participant or Sponsor, for any Covered Service
or amounts in excess of the final Invoice, except for Convenience Items which Provider will
invoice directly to Participant
4.6 Proof of Patient Financial Responsibility. EDH or its participating Provider may
require proof of a Participant's ability to pay for additional or unforeseen services requested or
required during the Episode of Care. Such assurance may take the form of proof of coverage under
the Plan or a deposit, surety or letter of credit in such amount as reasonably required.
4.7 Disputes Regarding Adjustments to Price. In the event that the Patient or the
Plan Administrator on behalf of Sponsor makes a factually supported assertion that a
physician- initiated urgent or emergency service was not a Medically Necessary service,
determination of the medical necessity of such care shall be submitted to arbitration in
accordance with this provision. The arbitration shall be conducted in Fort Worth, Texas by one
independent arbitrator with appropriate clinical experience selected by mutual agreement of
the parties or as provided herein. If the parties are not able to agree on the selection of an
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arbitrator at least ten days prior to the commencement of an arbitration proceeding, an
arbitrator shall be selected by a state district court judge in Fort Worth, Texas. Provider shall
be required to supply to the arbitrator such Member medical records as the arbitrator may
reasonably request. If the arbitrator determines that all or a portion of such care was not
Medically Necessary,the charges associated with such care will be canceled or reduced pro-
rata in accordance with such determination. To the extent permitted by law, each Party shall
bear its respective arbitration expenses and each shall pay its pro-rata portion of the
arbitrator's charges and expenses. The arbitrator's decision shall be final and binding upon
Provider, Participant and Sponsor, as applicable.
4.8 Delinquent Payment. Should any amount due to Provider under this Agreement not
be received within sixty(60)days of EDH's submission of the final Invoice to Sponsor,EDH shall
engage in good faith attempts to resolve any payment issues or disputes between Sponsor and
Provider. If, following thirty (30) days of such engagement, payment stili has not been received,
the Provider may terminate its agreement with EDH solely as related Sponsor. Provider shall then
be entitled to seek payment directly from Sponsor.This provision is in addition to, and not in lieu
of, any other rights and remedies available to EDH and Provider at law or in equity.
4.9 Healthcare Management Fee and other Service pricing on Total Care Bundle.
(a) Vendor/Provider Fees - All fees, costs, or expenses charged as the
Coordinated Services which include the Episode of Care, Covered Services and Travel Services
will be fully disclosed and itemized on the Invoice.
(b) EDH Fees.A Healthcare Management Fee of$3.00 per employee per month
for each Sponsor employee enrolled in Sponsor's health benefit plan will be charged to Sponsor
on the first day of every month based on the eligible employee count from the census of the prior
month. These fees will be charged on a separate invoice apart from Vendor/Provider Fees. The
EDH fees are due and payable within 10 business days of receipt of invoice. The healthcare
management fee will be tied to utilization of the SurgeryPlus program by the Sponsor's employees
based on the following schedule:
$ 3.00 PEPM for utilization between 0.00%to 9.99%of Sponsor's Covered
Services performed by EDH;
$4.00 PEPM for utilization between 10%and 19.99%of Sponsor's Covered
Services performed by EDH; and
$ 5.00 PEPM for utilization of 20%or more of Sponsor's Covered Services
performed by EDH.
Utilization will be reviewed quarterly and assessed retroactively to the first day of the previous
quarter if utilization is met. Sponsor's Plan Administrator must agree to provide access to
Sponsor's claims data on a quarterly basis. Should claims not be accessible to EDH to validate
utilization on a quarterly basis, the PEPM will default to $4.00. Sponsor agrees to make a good
faith and commercially reasonable best effort to receive data. To the extent current data is not
available, Sponsor shall use EDH's overall data to derive utilization best estimates, which shall be
used for the purposes of this section.
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(c) Guarantee. For the First year of the Initial Term(defined below),EDH will
analyze the savings for that time frame for Sponsor based on Sponsor's historical bundled case
rates or if not available, the EDH national historical average bundled case rates and claims data (
herein referred to as "Historical Case Rates" ) as agreed upon by both Parties. The agreed upon
calculation of savings will be subtraction of the EDH actual Case Rates from the Historical Case
Rates. Included in the savings calculation will be the savings of avoided procedures and avoided
complications. At the end of the first year of the Initial Term, EDH will provide Sponsor with a
reconciliation of total savings less twelve months' total of the PEPM amount, based on the initial
$3.00 PEPM("Annual PEPM"). If the result of this calculation yields less savings than the Annual
PEPM, EDH will reimburse the difference to Sponsor within 60 days, unless otherwise mutually
agreed by the Parties.
If Parties cannot mutually agree to the terms of the Communication Strategy as outlined in Exhibit
"C," including the schedule and nature of such communications, which shall be attached to this
document during the annual implementation process as an Addendum to Exhibit C, and such
Communication Strategy is not implemented during the Initial Term or Renewal Term as
applicable, subject to mutually agreed upon changes by the Parties,the Guarantee is null and void.
Example: Historical case rates for procedures completed for 12 months = $100,000.00. EDH
bundled rates for the same procedures for the 12 months = $75,000.00 and savings from
avoidance of a spine procedure=$5,000.00 and from an avoided knee replacement complication
=$10,000. Annual PEPM is $10,000.00. The calculation of savings would be $100,000.00 -
$75,000.00 plus $5,000.00 plus $10,000 or $40,000.00. The net savings for purposes of the
guarantee would be $40,000.00 less $10,000.00 or $30,000.00. Therefore EDH would not owe
any amount to Sponsor under this section.
If Sponsor claims data for calendar year 2017 is not received by EDH within the first quarter of
2018, Sponsor agrees to the use of Historical Case Rates for purposes of the Guarantee.
5. Term and Termination
5.1 Term. This Agreement shall commence as of the Effective Date and shall remain
in effect for three(3)years(the"Initial Term").Thereafter,this Agreement shall be automatically
renewed for up to two one-year periods (each a "Renewal Term"), unless either Party gives
the other sixty (60) days prior written notice of non-renewal or this Agreement is terminated
pursuant to the provisions of this Article 5.
5.2 Termination for Cause. This Agreement may be terminated by either Party if there
is a material misrepresentation, material change in business, material default in the performance
of the terms herein, which default has not been cured within thirty(30)days following the written
notice of default. Notwithstanding the foregoing, a termination under this subsection shall be
effective immediately upon notice of the declaration of bankruptcy, insolvency, or cessation of
business by either Party.
5.3 Termination for Convenience. This Agreement may be terminated by either Party
with or without cause with sixty(60) days' notice to the other party.
Employer Direct Healthcare Plan Agreement
5.4 Continuity of Care. The Parties agree that subsequent to the termination or
expiration of this Agreement, the terms of this Agreement, including reimbursement, shall
continue in effect for any inpatient Patient until discharge and medical release by Provider for
return travel to the Participant's home location or another appropriate designated medical provider
or facility.
5.5 Covenant Not to Compete. EDH acknowledges that Client/Plan may already have
contracted with a provider prior to entering this Agreement, however during the term of
Client/Plan's agreement with EDH and for a period of six(6)months after termination of such
agreement, Client/Plan agrees that it will not enter into a provider contract directly with an
EDH network provider, nor shall Client/Plan solicit or attempt to solicit any EDH network
provider or divert or seek to divert any EDH network provider for purposes of contracting
directly with Client/Plan.
5.6 Effect of Termination. In the event of termination of this Agreement, EDH shall
continue to provide and Sponsor agrees to compensate, according to the terms herein, for the
Coordinated Services to Participants who are scheduled for a medical procedure on the date of
such termination until the Participant has returned home. Termination of this Agreement for any
reason shall not affect the obligation of any Party to pay claims or other sums due or to perform
any duty that arose prior to the effective date of the termination. Upon termination of this
Agreement, each Party shall discontinue representing itself as affiliated with the other Party.
6. Recordkeeping; Reporting; Confidentiality
6.1 Recordkeeping. EDH shall retain all books and records relating to its performance
of this Agreement, including medical records and shall provide access to such books, records and
information for a minimum period of seven (7) years following the provision of Coordinated
Services to the Participant or such longer period of time as may be required by state or federal law
applicable to the Plan.
6.2 Audit Rights. Upon reasonable request of Sponsor, EDH shall permit such persons
or their representatives to conduct site visits, audits and inspect the books,records and information
of EDH relating to the provision of the Coordinated Services. Such access and inspection shall be
provided by EDH during normal business hours and within thirty (30) days after such request is
made in writing to EDH.EDH or Provider may charge a reasonable amount for retrieving,copying,
or transmitting such records.
6.3 Confidentiality.
(a) Business Records. Each Party (the "Disclosing Party") may, in the course
of the relationship established by this Agreement, disclose to the other Party in confidence non-
public information concerning such Party's pricing methodologies, fee schedules, volume of
business, methods, systems, practices, plans and other proprietary information (collectively
"Confidential Information"). In addition, this Agreement and fee schedules and discounts
associated with this Agreement shall be deemed to be Confidential Information. Each Party shall
use its best efforts, consistent with the manner in which it protects its own Confidential
Information, to preserve the confidentiality of any such Confidential Information, which such
Party knows or reasonably should know that the Disclosing Party deems to be Confidential
Employer Direct Healthcare Plan Agreement
Information.Neither Party shall use for its own benefit or disclose to third parties any Confidential
Information of the other Party without such other Party's prior written consent. If a Party is
requested or becomes legally compelled or is required by a regulatory body to make any disclosure
that is prohibited by this provision,then such Party will provide the other Party with prompt notice
of such request so that the Party not subject to disclosure may seek an appropriate protective order
or other appropriate remedy. The Disclosing Party shall bear the responsibility of raising objections
to the deciding court or administrative body over the public nature of such Confidential
Information.No Party shall be held responsible for compliance with a court order or administrative
ruling in favor of disclosure.
(b) Participant Records. All medical, billing and other records regarding
Participants will be kept confidential by the Parties, in accordance with applicable state and federal
laws. The Parties shall share such information internally only with those having a need to know
such information and shall advise such persons of their confidentiality obligations.
6.4 HIPAA Compliance. To the extent that EDH receives protected health information
as defined under HIPAA or HITECH from Sponsor or its Participants,EDH shall comply with the
provisions of a Business Associate Agreement, attached as Exhibit B. Sponsor will coordinate
delivery and execution of any HIPAA or HITECH compliance documents required by any Plan
Administrator for Sponsor to permit communication of relevant protected information with EDH.
6.5 Survival. The provisions of this Article 6 shall survive termination of this
Agreement.
7. Indemnity
7.1 Obligation. EDH will indemnify Sponsor and hold Sponsor harmless against any
and all losses, liabilities,penalties, fines, costs, damages, and expenses,that Sponsor incurs,
including reasonable attorneys'fees,which arise out of(i)EDH's or its vendors' gross
negligence or willful misconduct in the performance of EDH's or its vendors', subcontractors' or
authorized agents' obligations under this Agreement or(ii)EDH's material breach of this
Agreement, all as determined by a court or other tribunal having jurisdiction of the matter.
Notwithstanding the foregoing, Sponsor will remain responsible for payment of benefits and
EDH's indemnification will not extend to indemnification of Sponsor or the Plan against any
claims, liabilities, damages,judgments or expenses that constitute payment of Plan benefits.
Nothing contained herein shall be construed so as to require the Sponsor to create a sinking fund
or assess, levy and collect any tax to fund its obligations under this paragraph.Notwithstanding
the foregoing,the EDH and Sponsor agree that neither is responsible for patient care and related
treatment decisions which are the sole responsibility of Providers,that Providers are not the
agents of either, and that in no event shall the indemnity obligations under this Agreement apply
to that portion of any liability, settlement and related expense caused by the acts or omissions of
Providers with respect to Participants. This provision shall survive the termination of this
Agreement.
7.2 Notice of Proceeding. If any action, claim, suit, investigation, arbitration,mediation
or other proceeding shall be brought or asserted any party under section 7.1, the Indemnified Party
shall promptly notify the Indemnifying Party in a writing setting forth the nature of claim
underlying such Proceeding. The Indemnifying Party shall assume the defense of any such
Proceeding, but agrees not to effect any settlement, compromise, or consent to the entry of a
Employer Direct Healthcare Plan Agreement
judgment with respect to any pending or threatened proceeding in respect of which indemnification
or contribution may be sought, unless such settlement, compromise or judgment
(i)includes an unconditional release of such Indemnified Party from all liability on claims that are
the subject matter of such Proceeding, and (ii) does not include a statement as to, or an admission
of, fault, culpability or a failure to act, by or on behalf of any Indemnified Party.
7.3 Limitation of Liability. Under no circumstances shall either Party be liable to the
other Party or any other person for lost revenues, lost profits, loss of business, for any indirect,
incidental, special, punitive, or consequential damages of any nature, regardless of legal theory
and whether or not foreseeable, even if the exclusive remedies provided by this Agreement fail of
their essential purpose and even if either Party has been advised of the possibility or probability of
such damages. Neither Party's total liability under this Agreement shall under no circumstances
exceed the amounts actually paid by Sponsor to EDH under Section 4.6(b) of this Agreement
during the immediately preceding twelve (12)months.
7.4 Survival. The provisions of this Article 7 shall survive termination of this
Agreement.
8.
8.1 Dispute Resolution. Except in the case of EDH's termination due to Sponsor's
failure to provide funds for benefits or fees or in the event of termination pursuant to Section 5,
in the event that any dispute, claim, or controversy of any kind or nature relating to this
Agreement arises between the parties,the parties agree to meet and make a good faith effort to
resolve the matter through this dispute resolution process. The disputing party shall notify the
other party in writing as soon as practicable after discovering the claim, dispute, or breach. The
notice shall state the nature of the dispute and list the party's specific reasons for such dispute.
Within thirty(30)business days of receipt of the notice, both parties shall commence the
resolution process and make a good faith effort, either through email,mail,phone conference, in
person meetings, or other reasonable means to resolve any claim, dispute,breach or other matter
in question that may arise out of, or in connection with this Agreement. If the parties fail to
resolve the dispute within thirty(30) days of the date of receipt of the notice of the dispute,then
the parties may submit the matter to non-binding mediation in Tarrant County, Texas, upon
written consent of authorized representatives of both parties in accordance with the Industry
Arbitration Rules of the American Arbitration Association or other applicable rules governing
mediation then in effect. The mediator shall be agreed to by the parties. Each party shall be liable
for its own expenses, including attorney's fees;however, the parties shall share equally in the
costs of the mediation. If the parties cannot resolve the dispute through mediation, then either
party shall have the right to exercise any and all remedies available under law regarding the
dispute.Notwithstanding the fact that the parties may be attempting to resolve a dispute in
accordance with this informal dispute resolution process, the parties agree to continue without
delay all of their respective duties and obligations under this Agreement not affected by the
dispute. Either party may, before or during the exercise of the informal dispute resolution process
set forth herein, apply to a court having jurisdiction for a temporary restraining order or
preliminary injunction where such relief is necessary to protect its interests. This provision shall
survive the termination of this Agreement.
Employer Direct Healthcare Plan Agreement
9. General
9.1 Relationships of the Parties. The sole relationship between the Parties to this
Agreement is that of independent contractors. This Agreement does not create a joint venture,
partnership, agency, employment or other relationship between the Parties nor shall either Party
have the right or authority to assume, create or incur any liability or any obligation of any kind,
express or implied, on behalf of the other Party except as provided expressly in this Agreement.
92 Representation and Warranties. Each Party warrants and represents that it is
properly organized and operated to undertake its duties as described in this Agreement and that it
has secured all authorizations necessary to execute this Agreement and that the officer signing this
Agreement is authorized to do so and accordingly does, bind the Party.
93 Change in Laws. By entering into this Agreement,the Parties specifically intend to
comply with all applicable laws, rules and regulations, including (i) the federal anti-kickback
statute (42 U.S.C. 1320a-7(b)) and the related safe harbor regulations; and (ii) the limitation on
certain physician referrals, also referred to as the"Stark Law" (42 U.S.C. 1395nn) and the related
regulations; and(iii) state and federal privacy laws. Accordingly, no part of any consideration paid
hereunder is a prohibited payment for the recommending or arranging for the referral of business
or the ordering of items or services; nor are the payments intended to induce illegal referrals of
business. In the event that any portion of this Agreement is found to be void, illegal or
unenforceable, the validity or enforceability of any other portion shall not be affected, and that
portion which is void, illegal or unenforceable shall be modified to the least extent possible so that
it is not void, illegal or unenforceable.
9.4 Amendments. This Agreement may be amended with the mutual written consent of
both Parties.
9.5 Entire Agreement. This Agreement and its Exhibits constitute the entire
understanding between the Parties. Any prior agreements, negotiations, commitments, and
understandings, whether oral or written, with respect to the matters of this Agreement, not
expressly set forth herein, are not valid or binding on either Party.
9.6 Headings. Headings are inserted for convenience only and shall not affect the
construction or interpretation of this Agreement.
9.7 Assignment. This Agreement may be assigned, transferred, or conveyed by
operation of law only with the prior written consent of the other Party, but such consent shall not
be reasonably withheld.
9.8 Waiver of Rights. The failure of either Party to enforce any term or provision of
this Agreement will not be construed as a waiver of such provision or of the right of such Party to
enforce the same or other provision.
99 Governing Law and Venue. This Agreement shall be governed by all applicable
regulations thereunder, including ERISA as applicable. To the extent not preempted by ERISA, it
shall be construed in accordance with the laws of the State of Texas without regard to any state
Employer Direct Healthcare Plan Agreement
choice of law statutes, and any applicable federal law. The venue for any legal action arising out
of this Agreement shall lie exclusively in Tarrant County, Texas.
9.10 Severability. If any provision of this Agreement is declared or found to be invalid
or unenforceable by any local, state or federal law, regulation, or court, the remaining provisions
shall not be affected or impaired in anyway.
9.11 Notices. Any notice required pursuant to this Agreement shall be in writing and
shall be effectively served: (a) if delivered personally, upon receipt by the other Party; (b) if sent
by prepaid courier service, certified or registered mail, upon date indicated on the return receipt
requested; or (c) if sent by facsimile or electronic mail (with confirmed receipt), upon receipt of
transmission notice by the sender. The addresses (or to such other address as such Party may
hereafter specify in writing)for such notices are:
To Sponsor: To EDH:
Attn: Brian Dickerson Attn: Plan Management
Assistant Director of Human Resources Employer Direct Healthcare,LLC
City of Fort Worth 2100 Ross Avenue, Suite 3200
1000 Throckmorton Street Dallas, TX 7521
Fort Worth, Texas 76102 Fax: (214)602-3620
Email:Brian.Dickerson@FortWorthTexas.gov Email: contractsgEDH.com
Copy to City Attorney's Office at same address
9.12 Counterparts; Facsimile Signatures. This Agreement may be executed in one or
more counterparts, each of which will be deemed to be an original copy of this Agreement and all
of which, when taken together, will be deemed to constitute one and the same Agreement. This
Agreement may be executed and delivered by facsimile transmission.
9.13 Force Majeure. Neither Party shall be liable for any failure, inability or delay to
perform hereunder, if such failure,inability or delay is due to war, strike, fire, explosion, sabotage,
accident, casualty or any other cause beyond the reasonable control of the -Party so ,failing;'=
providing due diligence is used by that Party in curing such cause and in resuming perforriiaiice';
9.14 Compliance with Laws and Regulations:' EDH and Sponsor will corn l with
applicable federal and state laws and regulations relating to this Agreement, including ERISA, as
applicable.
9.15 Cooperative Purchasing. The Sponsor has entered into cooperative purchasing
agreements with other governmental entities. EDH agrees to offer the same prices, terms and
conditions to other eligible governmental agencies that have a cooperative purchasing agreement
with the Sponsor. EDH acknowledges that the Sponsor does not accept any responsibility or
liability for the purchases by other,governmental agencies that have a cooperative purchasing
agreement with the Sponsor.
[signature page follows]
Employer Direct Healthcare Plan Agreement
This Agreement has been duly executed on behalf of each of the Parties hereto as of the day and
year first written above.
CITY OF FORT WORTH EMPLOYER DIRECT HEALTHCARE,
("Sponsor" LLC. (11E R'
By: �/ By:
Name: Susan Alanis Name:
Title: Assistant City Manager Title: <-1 (N I RIS 6,0 Ai-CLO
Contractiniy Authority
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Exhibit A
1. Pricing Terms for Medical Coordinated Services
1.1 Pricing Methodology. Medical services will be charged at the Case Rates and
other pricing terms published and amended from time to time by each Provider.
12 Cancelation by Provider. In the event Provider cancels a scheduled medical
procedure due to a determination that either the procedure is not medically necessary or that
the Participant is not a candidate for such procedure, Sponsor will be billed for actual
services performed (pre-admission testing consultation etc.)
13 Cancelation by Participant. Unless otherwise specified, in the event a
Participant cancels a scheduled medical procedure less than three (3) business days
prior to Participant's scheduled arrival at Provider's facility and before performance of
the contemplated procedure, Provider may invoice a cancellation charge according to
the terms of the agreement
between EDH and that Provider. EDH will refund any deductible received
by a Patient directly to the Patient, if applicable
1.4 Outlier Methodoloay. In the event the Discharge Case Code differs from
the Diagnosis Case Code, if a Case Rate is established for the Episode of Care associated
with the Discharge Case Code then the difference in such Case Rates will be due to
the Provider, as applicable and billed to the Sponsor. If no such Case Rate has been
established, then an effective Case Rate for the Discharge Case Code Episode of Care
will be computed (as defined in the agreement between EDH and the Provider) for the
actual Medically Necessary Services performed during the Episode of Care.
15 Under no circumstance shall Sponsor be responsible for payment to Provider..-'
for the following categories of SREs as defined by the National Quality Forum:
(a) SURGICAL OR INVASIVE PROCEDURE EVENTS
(b) PRODUCT OR DEVICE EVENTS
(c) PATIENT PROTECTION EVENTS
(d) CARE MANAGEMENT EVENTS
(e) ENVIRONMENTAL EVENTS
(f) RADIOLOGIC EVENTS
(g) POTENTIAL CRIMINAL EVENTS
For further information about the SREs listed above, visit the National Quality forum
website at http://www.qualityforum.orgjHome.aspx. Provider will notify EDH of the
occurrence of an SRE within 48 hours of the incident and EDH shall notify Sponsor.
Plan Agreement
Employer Direct Healthcare Exhibit B
BUSINESS ASSOCIATE AGREEMENT
This BUSINESS ASSOCIATE AGREEMENT (the `BA Agreement") is made by
and between City of Fort Worth ("Sponsor'), on its own behalf and in its capacity as plan
sponsor of certain group health plan(s) (the "Covered Entity") and Employer Direct
Healthcare, LLC ("Business Associate") and is effective as of January 1, 2017 (the
"Effective Date"). Covered Entity and Business Associate are collectively referred to herein
as the"Parties" and individually as a"Party."
RECITALS
WHEREAS, Covered Entity and Business Associate are parties to the Agreement; and
WHEREAS, the Parties desire to enter into this BA Agreement because Covered
Entity must disclose Protected Health Information ("PHI") to Business Associate or
Business Associate must otherwise access, create, or use PHI in order for Business
Associate to perform its responsibilities under the Services Agreement.
NOW, THEREFORE, in consideration of the mutual premises and covenants
contained herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Covered Entity and Business Associate agree as follows:
ARTICLE I
GENERAL PROVISIONS
1.1 Definitions.Unless otherwise defined in this BA Agreement,capitalized terms
used in this BA Agreement without definition shall have the respective meanings assigned to
such terms by the Administrative Simplification section of the Health Insurance Portability
and Accountability Act of 1996, Public Law 104-91 ("HIPAA"), and the regulations issued
thereunder comprising the Privacy and Security Rule which govern the use and disclosure of
Protected Health Information between the Covered Entity and Business Associate. The Parties
acknowledge that the enactment of the American Recovery and Reinvestment Act of 2009,
including the Health Information Technology for Economic and Clinical Health Act and
applicable regulations and guidance issued thereunder, impose additional requirements of
the Parties under the HIPAA Privacy and Security Rules. The Parties further acknowledge
that the modifications to the HIPAA Privacy, Security, Enforcement, and Breach
Notification Rules under the Health Information Technology for Economic and Clinical
Health Act and the Genetic Information Nondiscrimination Act; other modifications to
the HIPAA rules issued by the U.S. Department of Health & Human Services on January
25, 2013 and with a general effective date of September 23, 2013, impose additional
requirements on the Parties under the HIPAA Privacy and Security rules.
12 Effect. The provisions of this BA Agreement shall control with respect to
Protected Health Information that Business Associate receives from or on behalf of Covered
Entity, and the terms and conditions of this BA Agreement shall supersede any conflicting
or inconsistent terms and provisions of the Services Agreement, including all exhibits
Plan Agreement
Employer Direct Healthcare Exhibit B
or other attachments thereto and all documents incorporated therein by reference, to the
extent of such conflict or inconsistency. Except as modified by this Agreement, the
terms of the Services Agreement shall remain in full force and effect.
13 Independent Contractor. Covered Entity and Business Associate
acknowledge and agree that Business Associate is at all times acting as independent
contractor of Covered Entity under this BA Agreement and not as an employee, agent,
partner or joint venturer of Covered Entity.
1.4 Regulatory References. A reference in this BA Agreement to a section in
HIPAA means the section as it may be amended from time-to-time.
ARTICLE H
OBLIGATIONS OF BUSINESS ASSOCIATE
21 Use and Disclosure of Protected Health Information. Business Associate
may use and disclose Protected Health Information as permitted or required under the
Services Agreement, this BA Agreement and as Required by Law, but shall not otherwise
use or disclose any Protected Health Information. Business Associate shall not and shall
assure that its employees, other agents and contractors do not use or disclose Protected
Health Information received from Covered Entity in any manner that would constitute a
violation of HIPAA if so used or disclosed by Covered Entity (except as set forth in
Sections 2.1(a), (b) and (c) of this BA Agreement). To the extent Business Associate
carries out any of Covered Entity's obligations under HIPAA, Business Associate shall
comply with the requirements of HIPAA that apply to Covered Entity in the performance
of such obligations. Without limiting the generality of the foregoing, Business Associate
is permitted to use or disclose Protected Health Information as set forth below:
(a) Business Associate may use Protected Health Information
internally for Business Associate's proper management and administrative services or
to carry out its legal responsibilities.
(b) Business Associate may disclose Protected Health Information to a
third party for Business Associate's proper management and administration, provided
that (1) the disclosure is Required by Law, (2) Business Associate makes the disclosure
pursuant to an agreement consistent with Section 2.6 of this BA Agreement or(3)Business
Associate makes the disclosure pursuant to a written confidentiality agreement under which
the third party is required to (i) protect the confidentiality of the Protected Health
Information, (ii) only use or further disclose the Protected Health Information as Required
by Law or for the purpose for which it was disclosed to the third party and (iii) notify
Covered Entity of any acquisition, access, use, or disclosure of Protected Health
Information in a manner not permitted by the confidentiality agreement.
(c) Business Associate may use Protected Health Information to
provide Data Aggregation services relating to the Health Care Operations of Covered Entity
if required or permitted under the Services Agreement.
22 Safeguards. Business Associate shall use appropriate safeguards to prevent
the use or disclosure of Protected Health Information other than as permitted or required
by this BA
Plan Agreement
Employer Direct Healthcare Exhibit B
Agreement. In addition, Business Associate shall implement Administrative Safeguards,
Physical Safeguards and Technical Safeguards that reasonably and appropriately protect
the Confidentiality, Integrity and Availability of Electronic Protected Health
Information that it creates, receives, maintains or transmits on behalf of Covered Entity.
Business Associate shall comply with the HIPAA Security Rule with respect to Electronic
Protected Health Information.
23 Minimum Necessary Standard. To the extent required by the "minimum
necessary"requirements of HIPAA,Business Associate shall only request,use and disclose
the minimum amount of Protected Health Information necessary to accomplish the
purpose of the request, use or disclosure.
24 Mitigation. Business Associate shall take reasonable steps to mitigate,to the
extent practicable, any harmful effect (that is known to Business Associate) of a use or
disclosure of Protected Health Information by Business Associate in violation of this BA
Agreement or HIPAA.
25 Subcontractors. Business Associate shall enter into a written agreement
meeting the requirements of 45 C.F.R. §§ 164.504(e) and 164.314(a)(2) with each
Subcontractor (including, without limitation, a Subcontractor that is an agent under
applicable law) that creates, receives, maintains or transmits Protected Health Information
on behalf of Business Associate. Business Associate shall ensure that the written agreement
with each Subcontractor obligates the Subcontractor to comply with restrictions and
conditions that are at least as restrictive as the restrictions and conditions that apply to
Business Associate under this BA Agreement.
26 Reporting Requirements.
(a) Business Associate shall,without unreasonable delay,but in no event
later than five (5) business days after becoming aware of any acquisition, access, use, or
disclosure of Protected Health Information in violation of this BA Agreement by
Business Associate, its employees, other agents or contractors or by a third party to which
Business Associate disclosed Protected Health Information (each, an "Unauthorized Use
or Disclosure"), report such Unauthorized Use or Disclosure to Covered Entity.
(b) Business Associate shall, without unreasonable delay, but in no
event later than five (5) business days after becoming aware of any Security Incident,
report it to Covered Entity. Notwithstanding the foregoing, pings,port scans, and similar
routine attempts on Business Associate's firewall that are successfully blocked shall not
require reporting due to the infeasibility of recording and reporting all such pings, port
scans, and other routine events.
(c) Business Associate shall, without unreasonable delay, but in no
event later than five (5) business days after discovery of a Breach of Protected Health
Information (whether secure or unsecured), report such Breach to Covered Entity in
accordance with 45 C.F.R. § 164.410.
Plan Agreement
Employer Direct Healthcare Exhibit B
27 Access to Protected Health Information. Within ten ( 10)business days of a
request by Covered Entity for access to Protected Health Information about an Individual
contained in any Designated Record Set of Covered Entity maintained by Business
Associate, Business Associate shall make available to Covered Entity such Protected
Health Information for so long as Business Associate maintains such information in the
Designated Record Set. If Business Associate receives a request for access to Protected
Health Information directly from an Individual, Business Associate shall forward such
request to Covered Entity within five (5) business days.
28 Availability of Protected Health Information for Amendment. Within ten
(10) business days of receipt of a request from Covered Entity for an amendment to an
Individual's Protected Health Information contained in any Designated Record Set of
Covered Entity maintained by Business Associate, Business Associate shall provide
such Protected Health Information to Covered Entity for amendment and incorporate
any such amendments in the Protected Health Information (for so long as Business
Associate maintains such information in the Designated Record Set) as required by 45
C.F.R. § 164.526. If Business Associate receives a request for amendment to Protected
Health Information directly from an Individual, Business Associate shall forward such
request to Covered Entity within five (5)business days.
29 Accounting of Disclosures. Within ten (10) business days of notice by
Covered Entity to Business Associate that it has received a request for an accounting of
disclosures of Protected Health Information (other than disclosures to which an
exception to the accounting requirement applies),Business Associate shall make available
to Covered Entity such information as is in Business Associate's possession and is required
for Covered Entity to make the accounting required by 45 C.F.R. § 164.528.
210 Availability of Books and Records. Business Associate shall make its
internal practices, books and records relating to the use and disclosure of Protected Health
Information received from, or created or received by Business Associate on behalf of,
Covered Entity available to the Secretary for purposes of determining Covered Entity's
and Business Associate's compliance with HIPAA.
211 Restrictions and Limitations in Notice of Privacy Practices. Business
Associate shall comply with any reasonable limitation in Covered Entity's notice of privacy
practices to the extent that such limitation may affect Business Associate's use or
disclosure of Protected Health Information and Business Associate receives notification of
such reasonable limitation.Business Associate shall comply with any reasonable restriction
on the use or disclosure of Protected Health Information that Covered Entity has agreed to
or is required to abide by under
45 C.F.R. § 522,to the extent that such restriction may affect Business Associate's use
or disclosure of Protected Health Information.
Plan Agreement
Employer Direct Healthcare Exhibit B
ARTICLE III
TERM AND TERMINATION OF AGREEMENT
3.1 Term. The term of this BA Agreement shall commence on the Effective Date
and terminate when the Services Agreement terminates or as set forth in this Section 3.
32 Termination upon Breach of BA Agreement. Covered Entity may terminate
this BA Agreement upon 30 days advance written notice to Business Associate in the
event that Business Associate breaches this BA Agreement in any material respect and
such breach is not cured to the reasonable satisfaction of Covered Entity within such
30-day period provided, however,that in the event that termination of this BA Agreement
is not feasible, and in Covered Entity's sole discretion, Covered Entity may report the
breach to the Secretary. If a delay is requested by a law-enforcement official in
accordance with 45 C.F.R. §164.412, Business Associate may delay notifying Covered
Entity for the applicable time period.Any notice provided by Covered Entity to Business
Associate pursuant to this provision shall contain sufficient information for Business
Associate to evaluate and cure the alleged breach, including steps reasonably necessary
to cure the same.
33 Return or Destruction of Protected Health Information upon Termination.
Upon expiration or termination of the Services Agreement or this BA Agreement,
Business Associate shall either return or destroy all Protected Health Information received
from Covered Entity or created or received by Business Associate on behalf of Covered
Entity and which Business Associate still maintains in any form. Notwithstanding the
foregoing,to the extent that Covered Entity and Business Associate determine that it is not
feasible to return or destroy such Protected Health Information, the terms and provisions
of this BA Agreement shall survive termination and such Protected Health Information
shall be used or disclosed solely for such purpose or purposes which prevented the return
or destruction of such Protected Health Information.
ARTICLE IV
MISCELLANEOUS
4.1 Indemnification.To the extent permitted by law, each Party shall indemnify,
hold harmless and defend the other Parry from and against any claims, fees and costs,
including, without limitation,reasonable attorneys' fees and costs,which may arise against
the other Party as a result of the indemnifying Party's violation of its obligations under this
BA Agreement.
42 Amendments. This BA Agreement may only be amended by mutual
written consent of the Parties. The Parties agree to amend this BA Agreement from
time to time as necessary for Covered Entity to comply with the requirements of HIPAA.
43 Assignment. A Party may not assign this BA Agreement or any rights or
duties under this BA Agreement without the prior written consent of the other Party,
Plan Agreement
Employer Direct Healthcare Exhibit B
provided, however, that Business Associate shall have the right to assign this BA
Agreement to any successor of Business Associate or its business.
4.4 No Third Party Beneficiaries. The Parties have not created and do not
intend to create by this BA Agreement any third party rights, including, but not limited to,
third party rights for Covered Entity's patients.
45 Notices. Any notice required pursuant to this BA Agreement shall be in
writing and shall be effectively served: (a)if delivered personally,upon receipt by the other
Party; (b) if sent by prepaid courier service, certified or registered mail, upon the date
indicated on the return receipt requested; or (c) if sent by facsimile or other similar means
of electronic communication (with confirmed receipt), upon receipt of transmission notice
by the sender. The addresses (or to such other address as such Party may hereafter specify
in writing)for such notices are:
To Covered Entity: To Business Associate:
City of Fort Worth Employer Direct Healthcare,LLC
1000 Throckmorton Street 2100 Ross Ave 43200, Box,100
Fort Worth,Texas 76102 Dallas,TX
75201 Attn: Human Resources Director Attn: General
Counsel
With copy to City Attorney's Office at same address
4.6 Counterparts. This BA Agreement may be executed in two counterparts,
each of which shall be deemed an original but both of which together shall constitute one
and the same instrument. Copies of signatures sent by facsimile transmission or scanned
and sent by email are deemed to be originals for purposes of execution and proof of this
Agreement.
IN WITNESS WHEREOF,the parties hereto have duly executed this
Agreement as of the date first set forth above.
SPONSOR ON BEHALF OF EMPLOYER DIRECT HEALTHCARE,
COVERED ENTITY LLC("Business Associate")
By: By:
N Alanis Name:
Title:Assistant City Manager Title:
Plan Agreement
Employer Direct Healthcare Exhibit C
SurgeryPlus Communication Strategy
EDH will support Sponsor by designing communication and strategy regarding the
availability of SurgeryPlus to eligible Participants.
EDH and Sponsor will work together to establish the Communication Strategy plan to
include a designated number of touch points in a 12-month timeline. This plan will
provide various opportunities for the Parties to raise awareness of SurgeryPlus, in
order to drive participant utilization.
Touch points can include: meetings with the SurgeryPlus team; SurgeryPlus
representatives attending Health Fairs, open enrollment meetings or other Sponsor events;
SurgeryPlus training sessions; and/or SurgeryPlus communication materials released to
enrolled employees/dependents, Field HR, Benefit teams, Health Fair coordinators,
Safety Managers, Supervisors, other benefit program vendors and/or any Sponsor-
defined key contacts that may help drive employee awareness of the SurgeryPlus benefit
(outlined below).
• Sponsor pays for pass-through cost, such as:
o Mail to home communication pieces
o Seasonal flyers,posters, and eCards
o Collateral for Open Enrollment Benefit Guides
o Material for New Hire and Disability packets
• Face-to-Face Visits with Client HWBenefit Teams
• Onsite training for HR, Benefit, Safety, Supervisor Teams, and/or Clinic Staff
• Webinar presentations and on-site Q&A Sessions for employees
• Participate in Health or Benefit Fairs and/or Wellness Screenings
• Participate in Vendor Summits
• Utilize the Communication Tool Kit(emails,letters to leadership,newsletter
content, etc.)
Plan Agreement
Employer Direct Healthcare Exhibit C
Appendix A
Sponsor's Mark Use Policy
1. Typesetting, stretching, skewing or altering the city logo in any way is prohibited.
2. The city logo must be separable from any program logo. The city logo cannot be used as
part of another logo.
3. The city logo may only be presented in its original two-color format, or in either solid
black or solid white.
4. To ensure the city logo is presented consistently,the logo should match the following
Pantone Matching System (PMS) colors and fonts:
Fort Worth and department
names: Font: Chelthenham
PMS: 288
RGB: 0, 51,
127 HEX:
#00337F
Molly
(longhorn):
PMS: 725
RGB: 117, 56,2
HEX: #753802
Plan Agreement
Employer Direct Healthcare Exhibit D
Provider Qualification Requirements
The Key Metrics that Employer Direct Healthcare (EDH)uses for surgeon selection includes a review
in the following categories: Malpractice Claims;Board Actions, Sanctions, and Disciplinary Actions;
Board Certification;Licenses; Specialized Training;Fellowship and Education; Criminal Background
Check; Procedure Volume; and Complications. EDH continues to monitor our current contracted
Providers monthly for Board Sanctions,Board Certification,and Medical Licenses. All Providers are
re-credentialed every two years.
Key Metrics:
• Malpractice Claims(Settlements,Mediation,Arbitration included,beginning from file date)
o Any claim in the last 5 years requires EDH clinical review and approval.
o If malpractice action found,Medical Advisory Board(MAB)review and approval.
• Board Actions, Sanctions,Disciplinary Actions
0 1 or more Board Actions or Sanctions,EDH will not qualify unless action or sanction is
CME related. EDH clinical review and approval.
o If sanctions or disciplinary actions found,MAB review and approval.
• Board Certification
o Must be Board Certified.
o Certification must be current.
• Licenses
o Licenses have to be active and not suspended,revoked or on probation.
• Specialized Training
o Spine Reconstruction,Joint Replacement, Bariatric Surgery and Cardiothoracic Surgery
(mandatory).
• Fellowship/Education
o Spine Reconstruction,Joint Replacement,Bariatric Surgery and Cardiothoracic Surgery
(mandatory).
• Criminal Background Check
o Felony,Provider will not be used.
o Misdemeanors,MAB review and approval.
• Complications
o EDH tracks,measures and monitors our member's complication rates and places a high
priority on data collection.
• Procedure Volume Minimums
o Minimum contracted procedure volumes are confirmed yearly
o If minimum procedure volumes are not met,EDH clinical review and approval.
Sites and sources for data extraction:
• National Provider Identifier
• State Medical Boards
• American Board of Medical Specialties
• Council for Affordable Quality Health
• Physician Professional Societies(ACS,ASMBS,AADS)
• Physician Practice Web Sites
1. E=IoyerDirectHealthcare.1295.Pdf (Public)
2. FID Te=late.xlsx (CFW Internal)
3. Fund Identifiers.docx (CFw Internal)
4. SurgervPlus Waiver.pdf (CFW Intemai)
M&C Review Page 1 of 2
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FORT�oRT11
COUNCIL ACTION: Approved on 11/8/2016
DATE: 11/8/2016 REFERENCE C-27986 LOG NAME: 14SURGERYPLUS 2017
NO..
NOW PUBLIC
CODE: C TYPE: CONSENT HEARING: NO
SUBJECT: Authorize Execution of a Three Year Contract with Employer Direct Healthcare, LLC d/b/a
EDHC Solutions, LLC, for SurgeryPlus®, a Supplemental Benefit for Non-Emergent
Surgeries, in an Amount Not to Exceed $1,085,760.00 During the Initial Term (ALL
COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that City Council authorize execution of a three year contract with Employer Direct
Healthcare, LLC d/b/a EDHC Solutions, LLC, for SurgeryPlus®, a supplemental benefit for non-
emergent surgeries, in an amount not to exceed $1,085,760.00 during the initial term. The proposed
contract is for an initial term of three years with two one-year renewal options at$361,920.00 per
year.
DISCUSSION:
The contract with EDHC Solutions, LLC will provide a supplemental benefit for non-emergent
surgeries for City employees, Non-Medicare eligible retirees, and their dependents.
Contract fees are based on utilization as follows:
• 7,540 employees/retirees = $3.00/month based on < 10 percent utilization
• 7,540 employees/retirees = $4.00/month based on 10 percent < 15 percent utilization
• 7,540 employees/retirees = $5.00/month based on 15 percent > =20 percent utilization
Benefits of this contract are as follows:
• Pre-negotiated, bundled surgical rates that lower costs, provide transparency and eliminate
hidden
fees;
• Total amount of services are paid at 130 percent of Medicare for surgical procedures (bundled
service);
• National high-performance network of Surgeons of Excellence, offering top-quality care;
• Two local facilities in North Texas (one Love Field and one in Hurst);
• Benefit increases employee satisfaction and reduces financial burden through waived
coinsurance
and lower complications;
• Full-service concierge that drives better experience and puts members first; and
• SurgeryPlus® overall complication rate was only 1.59 percent in 2015.
The first year annual net savings are estimated to be at $394,640.00, based on a 10 percent
utilization rate.
AGREEMENT TERMS - Upon City Council's approval, the contract will be effective on January 1,
2017, and will expire on December 31, 2019.
RENEWAL OPTIONS - This contract may be renewed for up to two one-year renewal options at an
http://apps.cfwnet.org/council_packet/mc review.asp?ID=22984&councildate=11/8/2016 1/23/2017
M&C Review Page 2 of 2
estimated amount of$361,920.00 per year. This action does not require specific City Council
approval provided that City Council has appropriated sufficient funds to satisfy the City's obligations
during the renewal term. The contract will include a standard fiscal funding out clause that would
comply with state law requirements by allowing the City to terminate the contract without penalty, if in
the future, City Council elects not to appropriate funds for supplemental benefits for non-emergent
surgeries.
M/WBE OFFICE -A waiver of the goal for MBE/SBE subcontracting requirements was requested by
the Department and approved by the M/WBE Office, in accordance with the BIDE Ordinance, because
the purchase of goods or services from source(s) where subcontracting or supplier opportunities are
negligible.
ADMINISTRATIVE CHANGE ORDER -An administrative change order or increase may be made by
the City Manager in the amount up to $50,000.00 and does not require specific City Council approval
as long as sufficient funds have been appropriated.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current operating budget, as
appropriated, of the Group Health and Life Insurance and Retiree Healthcare Trust Funds. Funding
for the balance of terms of this contract will be requested as part of the annual budget process.
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year (Chart field 2
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
Submitted for City Manager's Office by: Susan Alanis (8180)
Originating Department Head: Brian Dickerson (7783)
Additional Information Contact: Margaret Wise (8058)
ATTACHMENTS
EmployerDirectHealthcare.1295.pdf
http://apps.cfwnet.org/council_packet/me_review.asp?ID=22984&councildate=l 1/8/2016 1/23/2017
CERTIFICATE OF INTERESTED PARTIES
OCT 11 2016 FORM 1295
1 of 1
Complete Nos.1-4 and 6 if there are interested parties. n , OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2016-119740
Employer Direct Healthcare, LLC
Dallas, TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 10/04/2016
being filed.
The City of Fort Worth Date Acknowledge
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
H RSC D-17-00365485
A narrow network of participating medical service providers, including physicians, hospitals, and other healthcare professionals and
facilities.
4 Nature of interest
Name of Interested Party City,State,Country(place of business
(check applicable)
Controlling Intermediary
5 Check only if there is NO Interested Party.
X
6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct.
SARAH ELIZABETH FLUk'
Notary Public,State of Texas
1 ' = My Commission Expires
;;10101, January ,142018
Signature of authorized agent of contracting business entity
AFFIX NOTARY STAMP/SEAL ABOVE V`'
Sworn to and subscribed before me,by the said Mime �f t l Qe rypou l US this the `1 day of (�bC.k,
20_ to certify which,witness my hand and seal of office.
DCV
_ Ci ICU iyt Saro��/I �-I��m Q (�►o M,{ I°u G�)(C, Cyntyvl I�
Signature of officer administering oath Printed name of officer administering oath Title of officer administering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277