HomeMy WebLinkAboutResolution - 2004-R0588 - Services Agreement For Care Management Services - Q-Elements - 12_16_2004Resolution No. 2004—RO588
December 16, 2004
Item No. 30A
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock BE and is hereby authorized and
directed to enter into a Services Agreement by and between the City of Lubbock and Q-
elements, a Texas limited partnership, for care management services. Such agreement is
attached hereto and incorporated herein and into the minutes of the Council as though set
forth fully therein.
Passed by the City Council this 16th
ATTEST:
Rebecca Garza, City Secretary
APPROVED AS TO CONTENT:
uincy Wh' e e�sz�
Assistant City Manager
APPROVED AS TO FORM:
Matthew L. Wade
Natural Resources Attorney
day of December , 2004.
Marc Mc 4ougal,Mayor
O-ELEMENTS
SERVICE AGREEMENT FOR
CARE MANAGEMENT SERVICES
STATE OF TEXAS
COUNTY OF LUBBOCK
Resolution No. 2004-RO588
December 16, 2004
Item No. 30A
This Agreement is made this 16thday of December 2004, by and between
Q-elements, a Texas Limited Partnership, and City of Lubbock. (hereinafter referred
to as "Client, whether one or more).
WHEREAS, the purpose of this Agreement is to state the terms and conditions under
which Q-elements will provide services to Client and under which Client will
compensate Q-elements for services performed.
WHEREAS, Client, in the regular course of its business, provides healthcare benefits to
Covered Individuals and wishes to use the services of Q-elements.
WHEREAS, Q-elements has agreed to provide Care Management Services for Client.
Now therefore, in consideration of the mutual covenants and agreements contained
herein, the receipt and sufficiency of which are hereby acknowledged, Client and
Q-elements agree as follows:
1. Services - Q-elements will conduct programs of Care Management which may
include the following:
Utilization Management
Pre -Certification, Pre -Authorization, Concurrent Review, and
Discharge Planning
Case Management
Catastrophic and Complex Disease Management
Disease Management
Chronic Disease Management for diagnoses of Asthma, Diabetes,
Depression, Congestive Heart Failure, and Chronic Obstructive
Pulmonary Disease
Maternity Management
High Risk Screening and Pregnancy Monitoring
Physician Review
Pre -determination, Retrospective Review
2. Personnel - All Care Management Services, except administrative and
managerial, shall be performed by fully trained technicians and supervised by
registered nurses. Such supervisory personnel shall be currently licensed, registered or
certified in their fields of medical activity and able to perform their assignments without
any conflicts of interest. Physicians providing services are independent contractors
with Q-elements; other personnel will be independent contractors or employees of
Q-elements. There will be no incentive compensation related to Care Management
services provided that would be based on reduction of services or the changes thereof,
reduction of length of stay, or utilization of alternative settings as part of the system of
compensation between Client and Q-elements.
3. Term - The "Initial Term" of this Agreement will be from Januarys, 2005
(Effective Date) through December 31, 2006 (Initial Term Expiration Date). The
Agreement will be automatically renewed after the Initial Term for one (1) year terms
(Renewal Terms) unless either party gives written notice of termination at least ninety
(90) days prior to the Initial Term Expiration Date or an anniversary date of the Initial
Term Expiration Date (collectively the Initial Term and any Renewal Terms will be
referred to herein as the "Term" of the Agreement).
4. Termination - This Agreement can be terminated for cause by either
party upon thirty (30) days written notice. Cause is defined as any material breach of
the terms of this Agreement, including but not limited to the failure of Client to
reimburse Q-elements on a timely basis for its services rendered and billed
hereunder.
Further, notwithstanding Section 3 above, either party may terminate this Agreement
without cause at any time, by giving the other party ninety (90) days written notice.
Upon termination of this Agreement, should there be any pending case which require
additional work, upon Client's specific request and authorization, Q-elements will
continue to render services and will bill for such remaining services in accordance with
the then applicable Schedule of Fees.
All Care Management Services performed to the date of termination shall be billed and
paid by Client. Q-elements shall provide a report of cases pending as of the
termination date. If Q-elements is not notified of termination of contract by client by
written notice as stated above, client will be financially responsible for services provided
by Q-elements until written notification is received by Q-elements.
5. Compensation - Q-elements will be compensated for all activities related
to Care Management as described in the Schedule of Fees, attached hereto as exhibit
"A", subject to the terms for a particular assignment which shall be specified in writing.
The rates on the attached Schedule of Fees shall be guaranteed for a period of one (1)
year from the effective date. Q-elements has the right with ninety (90) days advance
written notice to modify its Care Management Fees on or after the anniversary date of
this agreement. Q-elements will invoice Client on a monthly basis. Client is solely
responsible for prompt payment to Q-elements.
6. Relationship of the Parties - Client and Q-elements are independent
contractors. This Agreement is not intended to create an employer -employee
relationship, partnership or joint venture between Client and Q-elements. Furthermore,
this Agreement shall not be deemed to create any rights or remedies in persons who
are not parties to this Agreement.
7. Authorizations - Client authorizes Q-elements to act on its behalf in
performing Care Management Services upon receipt of request. Further, Client
authorizes Q-elements to have access to all relevant medical, financial, and personal
data and other documents and information pertaining to Covered Individuals, including
any general statistical or summary data, and coverage description or plan documents
helpful to the particular services requested. Client authorizes Q-elements where
appropriate to secure waiver or consent directly from the Covered Individual.
8. Limitations - Unless specifically agreed in writing to the contrary,
Q-elements shall have no authority to bind Client or its Covered Individuals to any of its
assessments, recommendations, findings, or certifications with respect to Utilization
Management. Client and its Covered Individuals reserve the right to act based upon
their judgment with respect to any and all claims or issues reviewed hereunder.
9. Confidentiality/Ownership - Q-elements shall own all data, documents,
and information used or generated by it in its Care Management Services for Client and
shall have the right to retain copies of any documents provided to it by Client.
Q-elements shall provide Client with standard reports, documents, data or records of
program services activity during the term of this Agreement or thereafter, provided that
Q-elements shall have no obligation to provide confidential information about specific
cases involving a Covered Individual without consent of Covered Individual.
Client and Q-elements acknowledge that the medical, financial and personal
information reviewed and collected in connection with the Care Management Services,
and the reports generated here under, are confidential and will not be released,
disclosed, or published by Q-elements or Client without consent in writing of the other,
except as provided by law. Client further agrees not to provide, share, or discuss
outside of its organization the documents used by Q-elements in the delivery
of Care Management Services.
10. Insurance - Q-elements is responsible for maintaining, during the life of
this Agreement, liability insurance sufficient to protect it from claims of personal injury or
property damage which may arise from its activities under this Agreement. Copies of
such applicable insurance policies will be provided to Client prior to the execution of this
Agreement and Q-elements agrees to provide updated insurance policies to the Client
upon the reissuance or renewal of such policies.
Q-elements is also responsible for maintaining, during the life of this Agreement,
an Errors and Omissions insurance policy in the amount of two millions dollars
($2,000,000.00). However, if the Client should require additional coverage, Q-elements
shall purchase such coverage at the sole expense of the Client.
11. Indemnification — To the extent permitted by law, each party shall
indemnify and hold the other harmless from all claims, losses, damages, judgments,
liabilities, causes, expenses or obligations (including but not limited to reasonable
attorney's fees and expenses) arising out of or resulting from the indemnitor's own
negligent or other wrongful act or omission or that of any of its officers, shareholders,
directors, agents, representatives, or employees acting within the scope of his or her
employment.
Q-Elements shall indemnify and hold harmless, without limitation and to the
fullest extent permitted by law, the Client, and the Client's respective officers,
employees, elected officials and agents, from and against any and all losses, business
losses, damages, claims or liabilities, of any kind or nature, which arise directly or
indirectly, or are related to, in any way, manner or form, caused, or contributed to, by
the negligence or fault of Q-Elements, it's officials, employees and/or agents in the
improper or illegal release of confidential information kept, maintained or possessed by
Q-Elements pursuant to this Agreement. However, this indemnity shall not apply if the
release of confidential information is at the sole direction and instruction of the Client.
Q-Elements further covenants and agrees to defend any suits or administrative
proceedings brought against the Client and/or the Client's respective officers,
employees, elected officials and/or agents on account of any such claim brought
relating to an improper or illegal release of confidential information kept, maintained or
possessed by Q-Elements pursuant to this Agreement, and Q-Elements agrees to pay
or discharge the full amount or obligation of any such claim incurred by, accruing to, or
imposed on the Client, or the Client's respective officers, employees, elected officials
and/or agents, as applicable, resulting from any such suits, claims, and/or
administrative proceedings or any matters resulting from the settlement or resolution of
said suits, claims, and/or administrative proceedings. In addition, Q-Elements shall pay
to the Client, the Clients's respective officers, employees, elected officials and/or
agents, as applicable, all attorneys' fees incurred by such parties in enforcing Q-
Elements' indemnity in this section.
12. Governing Law - This Agreement will be controlled, construed and
enforced in accordance with the laws of the State of Texas.
13. Time is of the Essence - Time is of the Essence in this agreement.
14. Counterparts - This agreement may be executed simultaneously in one
or more counterparts with the same effect as if the signatories executing the several
counterparts had executed one counterpart.
15. Severability - If any part of any provision of this agreement is held to be
invalid or unenforceable under applicable law, said part or provision shall be ineffective
to the extent of such invalidity or unenforceability, without in any way affecting the
remaining parts of the agreement, which shall be construed and enforced as if such
invalid or unenforceable part or provision had not been inserted.
16. Merger Clause - This Agreement constitutes the entire agreement of the
parties hereto with respect to the matters covered by this Agreement, and correctly sets
forth the rights, duties and obligations of the parties as of its date. Any prior
agreements, promises, negotiations or representations, be they written or oral, not set
forth in this Agreement, are of no force and effect, and are superseded by this
Agreement.
17. Force Maieure Clause - In the event that the performance by either party
hereto or any of its obligations or undertakings hereunder shall be interrupted or
delayed by any occurrence and not occasioned by the conduct of either party hereto,
whether such occurrence be an act of God or the common enemy or the result of war,
riot, civil commotion, sovereign conduct or the act or conduct of any person or persons
not a party or privy hereto, then it shall be excused from such performance for such
period of time as it is reasonably necessary after such occurrence to remedy the effects
thereof.
18. Notice - All notices and communications under this agreement shall be in
writing and shall be deemed to have been duly given to a party if when delivered in
person to such party or three (3) business days after such notice is enclosed in a
properly sealed envelope, certified or registered, and deposited "postage and
certification or registration prepaid" in a post office or collection facility regularly
maintained by the United States Postal Service and addressed as follows:
If to Q-elements: Q-elements
Attention: Janet Treadwell
2002 W. Loop 289, Suite 108
Lubbock,Texas 79407
If to Client : Attention: Director of Human Resources
Mailing Address: P. 0. Box 2000
Lubbock, TX 79457
Physical Address: 1625 13th Street
Lubbock, TX 79401-3830
19. Amendments -This Agreement maybe amended or modified only by a
further instrument in writing executed by the parties hereto.
20. Waiver of Breach or Default - Waiver by either party of any breach or
default of the other, or failure of either party to enforce at any time any of the provisions
hereof, shall not be deemed a waiver by such party of any other breach or default or the
right of such party thereafter to enforce any provision of this Agreement.
21. Arbitration - The parties agree that in the event of a dispute and
prior to initiating arbitration proceedings, the parties will each designate one (1) senior
company officer to negotiate a resolution to the dispute. If the designated
representatives are unable to agree upon a resolution within thirty (30) days, or any
agreed upon extension, then the parties agree to submit the dispute to Arbitration for
final and binding resolution.
Any dispute, controversy, or claim arising out of or relating to this Agreement or
the breach, interpretation, termination, or validity thereof shall be settled by final and
binding arbitration by a single arbitrator in accordance with this agreement and the
Texas General Arbitration Act (Texas Civil Practices and Remedies code, Section
171.001 et seq.). The parties shall select an American Arbitration Association
approved arbitrator according to the rules and procedures proscribed by AAA.
The place of arbitration shall be Lubbock, Texas, U.S.A. The arbitrator shall
apply the laws of Texas to the substance of the dispute.
The Parties agree that the award of the arbitrator shall be the sole exclusive
remedy between them regarding any claims, counterclaims, issues or accountings
presented or pleaded to the arbitrators. Any award issued by the arbitrator shall be
promptly paid to the prevailing party by the losing party and such payment shall be
payable free of any tax, deduction or offset. If the losing party fails or refuses to
promptly pay such award, or inhibits or unduly delays the payment of such award shall
pay to the prevailing party any and all costs, fees, taxes or attorneys fees incurred by
the prevailing party in enforcing the arbitrator's award.
EXECUTED AT Lubbock, Lubbock County, State of Texas on the 16th day of
December ,2004.
O-ELEMENTS:
t
.(1. �. oi. *t@ A . /
Janet Vreadwell, COO
CITY OF LUBBOCK:
APPROVED AS TO CONTENT:
uincy White, istant City Manager
APPROVED AS TO FORM:
Matthe L. Wade, Natural Resources Attorney
SCHEDULE OF FEES
(For Contract Period Beginning January 1, 2005
Utilization Management - $3.00
Matemity Management - Included
Disease Management - $1.00
Case Management - $.60
Physician Review - Included
($4.60 pepm)
Prior to the inception of the selected care management program, a census of all eligible employees will
be provided to Q-ELEMENTS. Payment for each month of care management services will be based on
the monthly flat fee listed above, plus any applicable consultant fees for that respective month listed
above. All fees are due in advance of the monthly service, and are required to be timely paid by Client.