Loading...
HomeMy WebLinkAboutResolution - 6085 - Contract - Covenant Health System - Group Health Services - 10/22/1998Resolutic No. 6085 Item No. ' 50 October 22, 1998 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, a contract for group health services, by and between the City of Lubbock and Covenant Health System and its subsidiaries, and related documents. Said contract 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 22nd day of OCtobpr_ 1998. ATTEST: Kaytfii4 Darnell City Sdcretary APPROVED AS TO CONTENT: Mary And ws Director of Human Resources APPROVED AS TO FORM: William de Haas Competition and Contracts Manager/Attomey Ccdocs/Covenant Health System.Res September 24, 1998 Resolution No -6085 Item No. 50 October 22;_1998, HEALTHCARE SERVICES CONTRACT STATE OF TEXAS § COUNTY OF LUBBOCK § This contract, (the "Contract"), effective as of December 1, 1998, (the "Effective Date"), is by and between the City of Lubbock, (the "City"), a municipal corporation, and Covenant Health System, and its subsidiaries being St. Mary's of the Plains Hospital and Rehabilitation Center, Methodist Hospital, Lubbock, Texas, Methodist Children's Hospital, Joe Arrington Cancer Center, Lubbock Surgery Center d.b.a. St. Mary SurgiCenter, Methodist Diagnostic Imaging, St Mary Imaging Center, St Mary Emergency Room Physicians, Southwest Clinical Laboratories, Inc., Aerocare, Lubbock Methodist Practice Management Services, Inc. d.b.a. Methodist medical Group, St. Mary Medical Group, and Total Home Health Care, whose principal place of business is located at 4000 24`h Street, Lubbock, Lubbock County, Texas, (the "Contractor"). WITNESSETH WHEREAS, the City requires hospital and healthcare services for City employees and retirees; and . WHEREAS, the Contractor is a licensed acute care facility and has outpatient diagnostic and surgery centers, primary care and specialty physicians, and desires to make its facilities and services available to City; and WHEREAS, the City desires to contract with Contractor to provide hospital and healthcare services; and NOW THEREFORE, for and in consideration of the terms, covenants and conditions set forth in this Contract, the City and Contractor hereby agree as follows: ARTICLE I. DEFINITIONS Clean Claim. A clean claim is defined as a claim for authorized services rendered to a Covered Person that includes the necessary details relating to the illness, accident or other coverage the patient may have. Healthcare Services Contract, City of Lubbock & Covenant Health System Page 1 Covered Persons. Covered persons shall mean a beneficiary of the Health Benefit Plan for the employees and retirees of the City (or any successor plan). Plan. The health benefit plan that the City provides all its full-time employees and retirees. ARTICLE II. TERM The term of this Contract commences on the Effective Date and continues without interruption for a term of one (1) year from and after the Effective Date. The term may be extended for two (2) additional one (1) year terms with the written consent of both parties. ARTICLE III. COMPENSATION A. General. City shall pay Contractor in accordance with the rates specified in Exhibits A and B, attached hereto. B. Rate Increases. Contractor shall notify City of any proposed rate increases at least ninety (90) days before the then existing end of the term of the Contract. Rate increases shall equal four (4) percent each year. ARTICLE IV. TERMINATION A. General. In the event the either party breaches any term and/or provision of this Contract the other party shall be entitled to exercise any right or remedy available to it at law or equity, including without limitation, immediate termination of this Contract and assertion of action for damages and/or injunctive relief. The exercise of any right or remedy shall not preclude the concurrent or subsequent exercise of any other right or remedy and all other rights and remedies shall be cumulative. B. Termination. Either party may terminate this Contract by providing ninety (90) days' prior written notice to the other party. Healthcare Services Contract, City of Lubbock & Covenant Health System Page 2 ARTICLE V. REPRESENTATIONS AND WARRANTIES A. Existence. Contractor and City is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas and is qualified to carry on its business in the State of Texas. B. Corporate Power. Contractor and City has the corporate power to enter into and perform this Contract and all other activities contemplated hereby. C. Authorization. Execution, delivery, and performance of this Contract and the activities contemplated hereby have been duly and validly authorized by all the requisite corporate action on the part of the Contractor and City. This Contract constitutes legal, valid, and binding obligations of the Contractor and City and is enforceable in accordance with the terms thereof. D. Contractor. Contractor maintains a professional staff and employs, as needed, other qualified specialists experienced in physician, hospital and healthcare services, and are familiar with all laws, rules, and regulations, both state and federal, including, without limitation the applicable laws, regarding the activities contemplated hereby. E. Performance. Contractor and City will and shall conduct all activities contemplated by this Contract in a professional manner, and comply with all laws, rules, and regulations, both state and federal, relating to hospital and healthcare services, as contemplated hereby. ARTICLE VI. SCOPE OF WORK A. General. Contractor shall provide to Covered Persons inpatient and outpatient medical services, including Emergency Room services, group health as listed in Exhibits A and B, diagnosis, testing, and treatment of a medical condition. Not included are medically unnecessary services and mental health or chemical dependency associated with the City's employee assistance provider. Rates are contingent upon the Contractor being the exclusive service provider for Covered Persons. City agrees not to enter into similar discount arrangements with other acute care hospitals or outpatient diagnostic and surgery centers in the Lubbock, Texas market without the Contractor's prior written consent. B. Worker's Compensation. inpatient and outpatient hospital services, worker's compensation claims. Contractor shall provide to Covered Persons including Emergency Room services, for Healthcare Services Contract, City of Lubbock & Covenant Health System Page 3 C. Description of Services. 1. Services to be provided must be medically necessary. 2. Nothing in this Contract shall require Contractor to provide any services which would cause Contractor to violate the Ethical and Religious Directives for Catholic Health Facilities, the teachings of the Roman Catholic Church or the values of the Sisters of Saint Joseph of Orange. Such services would include, but would not be limited to, abortions not necessary to remedy a life-threatening condition of the mother, sterilization not approved in advance by the local bishop, and euthanasia. 3. Contractor shall submit for Covered Persons an itemized bill together with a summary billing on an UB -92 form or HCFA 1500 for all services provided. D. Verification of Benefits and Payment of Claims. 1. City shall provide Contractor with a list of employee benefits provided under the employee benefit plan covered by this Contract including a list of all co-insurance and deductible requirements of this benefit Plan. 2. City shall provide identity cards to all Covered Persons in the Plan. Each card shall identify the name and telephone number of the entity responsible for treatment benefits verification, treatment authorization and utilization review. 3. Contractor shall contact City's designated claims management agent orally to verify the covered Person's plan benefits and to obtain an authorization for the treatment prescribed by the Covered Person's attending physician. 4. Contractor shall bill and collect from the Covered Person all co- payments, deductibles and charges for non -covered and medically unnecessary services. 5. Contractor shall submit proper documentation to City's designated clams management agent on a timely basis. The City, through its designated claims management agent, shall make payments to the Contractor within thirty (30) days from receipt of a Clean Claim. 6. Contractor is not required to do audits if reimbursement is under a per diem method. If the negotiated rate is reimbursed under a percentage discount or exceeds a stop loss then an audit will be performed at the request of the City or Covered Person. 7. City will reimburse Contractor a reasonable amount for copies of medical and business records plus mailing or shipping costs. Healthcare Services Contract, City of Lubbock & Covenant Health System Page 4 E. Use of Services. City agrees to encourage its employees to utilize Contractor's services through health plan benefit incentives. City's benefit plan will provide a minimum of ten percent (10%) differential between in -network and out -of -network providers. ARTICLE VII. INDEPENDENT CONTRACTOR STATUS Contractor and City agree that Contractor shall perform the duties under this Contract as an independent contractor. The Contractor has the sole discretion to determine the manner in which the services are to be performed. ARTICLE VIII. INSURANCE A. General. Contractor shall procure and carry, at its sole cost and expense through the life of this Contract insurance protection hereinafter specified, in form and substance satisfactory to the City. City must approve all policies prior to the commencement of any activities whether performed by the Contractor, subcontractor, agents, or third parties. The insurance carrier must be an insurance company authorized to transact business in the State of Texas and have a Best's Financial rating of A. A Certificate of Insurance specifying each and all coverage shall be submitted to City prior to the execution of this Contract. All insurance shall be prepared and executed by the insurance company or it's authorized agents and shall contain an endorsement naming the City of Lubbock an additional insured. Written notice of cancellation or any material change will be provided thirty (30) days in advance of cancellation or change. All insurance, other than Workers' Compensation, shall provide a waiver of subrogation in favor of the City of Lubbock, and shall contain cross liability and severability clauses. B. Required Coverage. Contractor shall obtain and maintain policies of insurance throughout the Contract term in limits specified below. 1. Worker's Compensation. The Contractor shall maintain Workers' Compensation and Employer's Liability insurance coverage as required by statute or coverage approved by the City Risk Management Coordinator. 2. Commercial General Liability. The Contractor shall maintain Commercial General Liability coverage endorsed to include premises/operations, contractual liability, and independent contractors' and completed operations. The policy shall have a minimum of One Million and no/100 Dollars ($1,000,000) combined single limit in the aggregate and per occurrence. Healthcare Services Contract, City of Lubbock & Covenant Health System Page 5 3. Professional Liability Insurance. The Contractor shall maintain Professional Liability Insurance coverage with a minimum of Two Million and no/100 Dollars ($2,000,000) combined single limit in the aggregate and per occurrence. Contractor shall ensure that all physicians employed by Contractor obtain and maintain Professional Liability Insurance coverage with a minimum of Six Hundred Thousand and no/100 Dollars ($600,000) in the aggregate and Two Hundred Thousand and no/100 Dollars ($200,000) per occurrence. C. Subcontractors. The Contractor shall require each subcontractor with whom it contracts to provide activities as contemplated by this Contract, to obtain proof of insurance coverage as set forth herein, and to provide to Contractor, prior to such person performing any such activities, a Certificate of Insurance establishing such coverage. ARTICLE IX. EMPLOYMENT OF AGENTS Contractor may employ or retain agents, consultants, contractors, or third parties, to perform certain duties of Contractor under this Contract provided that Contractor is in no event relieved of any obligation under this Contract. Any such agents, contractors, or third parties retained and/or employed by Contractor shall be required to carry, for the protection and benefit of the City and Contractor and naming said third parties as additional insureds, insurance as described in Article VIII. of this Contract. ARTICLE X. CONFIDENTIALITY A. Contractor. Contractor shall retain all information received from or concerning the City and the City's business in strictest confidence and shall not reveal such information to third parties without prior written consent of the City, unless otherwise required by law. B. City shall retain all information received from or concerning the Contractor and the Contractor's business in strictest confidence and shall not reveal such information to third parties without prior written consent of the Contractor, unless otherwise required by law. ARTICLE XI. INDEMNITY Contractor shall indemnify and save harmless the City of Lubbock and its officers, agents, and employees from all suits, actions, losses, damages, claims, or liability of any character, type, or description, including without limiting the Healthcare Services Contract, City of Lubbock & Covenant Health System Page 6 generality of the foregoing all expenses of litigation, court costs, and attorney's fees for injury or death to any person, or injury to any property, received or sustained by any person or persons or property, arising out of, or occasioned by, the acts of Contractor, its agents or employees, in the execution of this Contract. ARTICLE XII. COMPLIANCE WITH APPLICABLE LAWS Contractor and City shall comply with all applicable federal, state and local laws, statutes, ordinances, rules and regulations relating, in any way, manner or form, to the activities under this Contract, and any amendments thereto. ARTICLE XIII. NOTICE A. General. Whenever notice from contractor to City or City to Contractor is required or permitted by this Contract and no other method of notice is provided, such notice shall be given by (1) actual delivery of the written notice to the other parry by hand, (2) facsimile, or other reasonable means (in which case such notice shall be effective upon delivery), or (3) by depositing the written notice in the United States mail, properly addressed to the other party at the address provided in this article, registered or certified mail, return receipt requested, in which case such notice shall be effective on the third business day after such notice is so deposited. . B. Contractor's Address. Contractor's address and numbers for the purposes of notice are: are: St. Mary's Hospital Attn: Director of Managed Care 4000 24t` Street Lubbock, Texas 79410 Telephone: (806) 796-6160 Facsimile: (806) 791-6166 C. City's Address. The City's address and numbers for the purposes of notice City of Lubbock Attn: Mary Andrews P. O. Box 2000 1625 13th Street Lubbock, Texas79457 Telephone: (806) 775-2315 Facsimile: (806) 775-3316 Healthcare Services Contract, City of Lubbock & Covenant Health System Page 7 D. Change of Address. Either party may change its address or numbers for purposes of notice by giving written notice to the other party, referring specifically to this Contract, and setting forth such new address or numbers. The address or numbers shall become effective on the 15th day after such notice is effective. ARTICLE XIV. MISCELLANEOUS A. Captions. The captions for the articles and sections in this Contract are inserted in this Contract strictly for the parties' convenience in identifying the provisions to this Contract and shall not be given any effect in construing this Contract. B. Audit. Contractor shall provide access to its corporate books and records to the City. The City may audit, at its expense and during normal business hours, upon reasonable notice Contractor's books and records with respect to this Contract between the Contractor and City. C. Records. Contractor shall maintain records that are necessary to substantiate the services provided by the Contractor. D. Assignability. The assumption of the terms of this Contract by the entity resulting from the merger between St. Mary of the Plains Hospital and Rehabilitation Center and Lubbock Methodist Hospital System shall not be considered an assignment in violation of this paragraph. Contractor may not assign this Contract without the prior written approval of the City. E. Successor and Assigns. This Contract binds and inures to the benefit of the City, Contractor, and their respective successors, legal representatives, and assigns. F. Construction and Venue. THIS CONTRACT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. THE PARTIES HERETO HEREBY IRREVOCABLY CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE COURTS OF THE STATE OF TEXAS, COUNTY OF LUBBOCK, FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS CONTRACT OR THE ACTIONS THAT ARE CONTEMPLATED HEREBY. G. Severability. If any provision of this Contract is ever held to be invalid or ineffective by any court of competent jurisdiction with respect to any person or circumstances, the remainder of this Contract and the application of such provision to persons and/or circumstances other than those with respect to which it is held invalid or ineffective shall not be affected thereby. Healthcare Services Contract, City of Lubbock & Covenant Health System Page 8 H. Amendment. No amendment, modification, or alteration of the terms of this Contract shall be binding unless such amendment, modification, or alteration is in writing, dated subsequent to this Contract, and duly executed by the Contractor and City. I. Entire Agreement. This Contract, including Exhibit A and Exhibit B hereto, contains the Entire Contract between the City and Contractor, and there are no other written or oral promises, conditions, warranties, or representations relating to or affecting the matters contemplated herein. EXECUTED as of the Effective Date hereof. CITY OF LUBBOCK ATTEST: 4l"j Kayt Darnel City cretary APPROVED AS TO FORM: William de Haas Competition and Contracts Manager APPROVED AS TO CONTENT: Mary Andr s Director of Human Resources COVENANT HEALTH SYSTEMS ON BEHALF OF ITS NAMED SUBSIDIARES Z. By:6"n� Healthcare Services Contract, City of Lubbock & Covenant Health System Page 9 Exhibit A Revised 8/18/98 Joint Proposal Covenant Health System RATES FOR SERVICES Providers: Covenant Health System Methodist Hospital, Lubbock, Texas Methodist Children's Hospital St. Mary of the Plains Hospital and Rehabillitation Center Payor: City of Lubbock For: Group Health Methodology: Inpatient Services - Per Diem All rates for services are confidential to the extent allowed by law. Payment Description Method Rate 1. Inpatient Services: A. Adult, pediatric medical services Per Diem $ 750 B. Adult, pediatric surgical services Per Diem $ 850 C. ICU/CCUIPICU Per Diem $ 1325 D. Neonatal Intensive Care Unit 1) Level II Per Diem $ 1100 2) Level III Per Diem $ 1350 D. Uncomplicated vaginal delivery: 1) Mom Per Diem $ 750 2) Baby Per Diem $ 285 E. Cesarean Section delivery 1) Mom Per Diem $ 850 2) Baby Per Diem $ 285 F. Boarder Baby Per Diem $ 235 G. Telemetry Per Diem $ 900 H. Cardiovascular Surgery (DRG 104-111) Per Diem $ 1900 I. Cardiac Cath (DRG 124-125) Per Diem $ 1325 J. PTCA/Arthrectomy (DRG 112) Per Diem $ 1425 K. Psychiatric 1) Rehab Per Diem $ 425 2) Partial Hospitalization Per Diem $ 235 L. Chemical Dependency 1) Rehab Per Diem $ 425 2) Detox Per Diem $ 525 3) Partial Hospitalization Per Diem $ 235 M. Rehabilitation Per Diem $ 575 N. Skilled Nursing Facility Per Diem $ 235 O. Exclusions from the per diem rate Implants, prosthetic devices, etc % Charges 70% P. Children's Hospital % Charges 80% 2. Inpatient Stop -Loss For services provided to any participant during an inpatient stay for which Hospitals' Usual and Customary charges at Rates then in effect exceed $35,000, Payor agrees to reimburse Hospital at the following percent of covered charges for all services rendered during that particular inpatient stay. % Charges 60% 3. Inpatient Stop -Gain For any uninterrupted patient stay where calculated payment would be less than 50% of billed charges, payment should be calculated at the following percent of covered charges for all services rendered during that particular inpatient stay rather than the per diem. % Charges 50% 4. Rate Increase for year two % Increase 4% Revised 8/18/98 Exhibit B Joint Proposal Covenant Health System RATES FOR SERVICES Hospital: Covenant Health System Other providers: AeroCare Total Home Health Care Joe Arrington Cancer Center Hodges Cancer Center Methodist Imaging Center St. Mary Imaging Center Methodist Medical Group St. Mary Medical Group St. Mary SurgiCenter Network: Methodist Hospital and St Mary Hospital and affiliates only Payor: City of Lubbock For: Group Health Methodology: Outpatient Services - Percentage of charges. All rates for services are confidential as allowed by law. Description Payment Method Rate 1. Outpatient Services: A. Hospital based outpatient services 1) Methodist Hospital 2) St. Mary Hospital 3) Methodist Children's Hospital % Charges % Charges % Charges 70% 70% 70% B. Methodist Imaging Center % Charges 80% C. St. Mary Imaging Center % Charges 80% D. St. Mary SurgiCenter % Charges 80% E. Total Home Health Care % Charges 80% F. Hodges Cancer Center % Charges 80% G. Joe Arrington Cancer Center % Charges 80% H. SMMG and MMG Physician Group Fee Schedule Current fee schedule in place or 90% of charges