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HomeMy WebLinkAboutResolution - 2003-R0531 - Services Agreement For Q-Elements - Q-Elements, LP - 11/24/2003Resolution No. 2003-RO531 November 24, 2003 Item No. 1 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 execute for and on behalf of the City of Lubbock, by and between the City of Lubbock and Q -elements, L.P., a Services Agreement for Q -elements, L.P. to provide Care Management Services and all related documents, and take appropriate action. Said Service Agreement is attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council. Passed by the City Council this 24th ATTEST: Rebecca Garza City Secretary APPROVED AS TO CONTENT: "t�- A //� William De Haas Contract Manager APPROVED AS TO FORM: M thew L. Wade Natural Resources Attorney as/Cityatt/Matt/Q-elements. Res. November 19, 2003 rlav of Nnvpmlhnr �nn� Q -ELEMENTS SERVICE AGREEMENT FOR CARE MANAGEMENT SERVICES STATE OF TEXAS COUNTY OF LUBBOCK Resolution No. 2003-RO531 November 24, 2003 Item No. 1 This Agreement is made this 1 st day of November, 2003, by and between Q -elements, L.P., 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 Maternity Management Case Management Catastrophic and Complex Disease Management Disease Management Diabetes, Depression, Asthma, Congestive Heart Failure, Chronic Obstructive Pulmonary Disease Medical Review Pre -determination, Retrospective Review Wellness Services Health Risk Assessments, Health Coach Program 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 Confidential I 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 term of this Agreement will be from January 1, 2004 through December 31, 2004. 4. Termination - This Agreement can be terminated for cause by either party upon sixty (60) 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 will 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 theterms and conditions of this Agreement. 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. 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 thirty (30) 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 Confidential 2 1� 603 - I 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. ConfidentialitylOwnership - 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 that 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 - 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. Confidential 3 Rw-;S - 020 3 f 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. Confidential 4 17. Force Majeure Clause - In the event that the performance by either party hereto of 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: David M. Adams, CEO 2002 W. Loop 289, Suite 108 Lubbock,Texas 79407 If to Client : Attention: Director of Human Resources Mailing Address: P.O. Box 2000 Lubbock,Texas 79457 Physical Address: 1625 13th Street Lubbock, TX 79401-3830 19. Amendments - This Agreement may be 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 Confidential 5 ,2 cso 3- lz-b5 3 I 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 byAAA. 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. Q -elements EXECUTED AT Lubbock, Lubbock County, State of Texas on the 17 day of /love -m R- _ , 2003. BY: �• A.0 QLt ,, David M. Adams, CEO l,gam ,ion Printed Name CITY OF LUBBOCK, Q -elements, Ltd. Confidential 6 2 003 - a063/ ATTEST: Rebecca Garza, City Secretary APPROVED AS TO CONTENT: William de Haas, Contract Manager APPROVED AS TO FORM: Matthew L. Wade, Natural Resources Attorney 1\cityatt\matt\QE Contract 311-14 Confidential Q -elements Exhibit A Utilization Management Case Management Disease Management Resolution No. 2003-RO531 $3.00 PEPM $0.60 PEPM $1.00 PEPM Confidential 8