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HomeMy WebLinkAboutCovenant Medical Center-Employee Assistance Services Agreement-12.10.2007 1 2r 1 la - ia - a 7 (Z � . „va ? - f�a7 EMPLOYEE ASSISTANCE SERVICES AGREEMENT This Employee Assistance Services Agreement (the "Agreement") is entered into effective this 1st day of July, 2007 (the "Effective Date"), by and between Covenant Medical Center, Inc., an Iowa non-profit corporation doing business as Covenant Clinic ("Provider"), and the City of Waterloo ("Employer"). RECITALS WHEREAS, Employer sponsors an employee assistance program for its eligible employees ("Eligible Employees") and covered dependent family members of an Eligible Employee ("Covered Dependents"); WHEREAS, Employer requires the services of a qualified provider to provide employee assistance services to Eligible Employees and Covered Dependents; WHEREAS, Provider is duly qualified and offers employee assistance services; and WHEREAS, in accordance with the terms and conditions of this Agreement, Employer desires to obtain and Provider desires to provide employee assistance services to Employer and its Eligible Employees and Covered Dependents under Employer's employee assistance program. NOW, THEREFORE, in consideration of the covenants set forth below, the parties mutually agree as follows: AGREEMENT 1. APPOINTMENT. Employer hereby retains and Provider agrees to provide employee assistance services to Employer's Eligible Employees and Covered Dependents in accordance with the terms of this Agreement. 2. DUTIES OF PROVIDER. 2.1 EAP Services. In accordance with a schedule mutually agreed upon by Provider and Employer, Provider shall make available duly licensed and qualified individuals to provide those employee assistance services described on Exhibit A, attached hereto and incorporated herein, to Eligible Employees and Covered Dependents (collectively, "EAP Services"). It will be left to the therapeutic discretion of the Provider and mutual agreement of the Eligible Employee and/or Covered Dependent to determine the necessary and appropriate EAP Services. Provider shall supply all facilities, equipment and supplies required for Provider to provide EAP Services to Eligible Employees and Covered Dependents. In the event Provider receives a complaint from Employer in connection with EAP Services provided under this Agreement, Provider shall investigate the complaint and take appropriate action to resolve the complaint in a timely manner. 2.2 Timely Access. Provider shall respond to requests for EAP Services from Eligible Employees and Covered Dependents in a timely manner. Emergency consultations shall be scheduled as soon as reasonably possible. 2.3 Accreditation and Licensure. Provider shall be responsible for selecting and supervising the individuals to provide EAP Services hereunder. Provider shall ensure that each individual employed or otherwise engaged by Provider to provide EAP Services hereunder shall maintain all appropriate licensure, certification and/or registration as required by applicable Federal, state or local law. In addition, Provider shall maintain at all times during the Term (defined below) all Federal, state and local licenses and certificates as required by law to provide EAP Services. Provider shall submit written evidence of all such licenses, certifications and accreditations to Employer upon written request. Provider shall remain responsible for and shall exercise its authority with respect to monitoring the effectiveness and quality of any and all EAP Services provided by Provider. 2.4 Non-Discrimination. In providing EAP Services hereunder, Provider agrees not to discriminate against Eligible Employees and Covered Dependents on the basis of race, sex, color, marital status, sexual orientation, age, religion, national origin, or any other status protected under applicable law. 3. DUTIES OF EMPLOYER. 3.1 Program Coordination. Employer will provide all necessary managerial and administrative coordination necessary to administer its employee assistance program in accordance with all applicable law and regulations and shall promote appropriate utilization of the program by Eligible Employees and Covered Dependents. In the event Employer receives a compliant in connection with EAP Services rendered by Provider under this Agreement, Employer shall promptly notify Provider of such compliant. 3.2 Fees. 3.2.1 Covered EAP Services. As set forth herein, Employer will compensate Provider for EAP Services for the maximum number of sessions set forth on Exhibit A, attached hereto and incorporated herein by reference, (collectively, "Covered EAP Services"). Employer shall provide Provider with at least thirty (30) days prior written notice of any change in the number of sessions or type of EAP Services that are included as Covered EAP Services. Pricing listed on Exhibit B may be subject to change in the event of a change of the number of session or type of EAP Services. For Covered EAP Services rendered by Provider, Employer shall compensate Provider an amount calculated in accordance with the fee schedule set forth on Exhibit B, attached hereto and incorporated herein. Provider shall submit an invoice to Employer for all Covered EAP Services according to the criteria as set forth on Exhibit B. Employer shall remit payment to Provider within thirty (30) day of Employer's receipt of the invoice. Provider acknowledges and agrees that it will seek payment for Covered EAP Services from Employer and will not bill or collect any amounts for Covered EAP Services from any Eligible Employee, Covered Dependent or other third party payor. If Provider is required to take legal action to collect payment(s) due from Employer, Employer hereby agrees to reimburse Provider for all reasonable filing fees, attorney fees and court costs. 3.2.2 Non-Covered Services. Employer shall not be responsible for payment of any EAP Services provided in excess of the Covered Services (the "Non- Covered Services"). Payment for Non-Covered Services rendered to an Eligible Employee and/or any their Covered Dependent(s) shall be the responsibility of the Eligible Employee. Provider shall seek payment for all Non-Covered Services directly from the Eligible Employee or applicable third party payors. 4. TERM AND TERMINATION. 4.1 Term. This Agreement shall commence on the Effective Date and shall continue in effect for a period of one (1) year (the "Initial Term"). Thereafter, this Agreement shall automatically renew for successive one (1) year renewal terms (each a "Renewal Term"). The Initial Term and all subsequent Renewal Term(s) shall collectively be referred to as the "Term." 4.2 Termination. Notwithstanding the provisions of Section 4.1, either party may terminate this Agreement as follows: 4.2.1 At any time upon written agreement signed by both parties. 4.2.2 At any time and for any reason upon thirty (30) days prior written notice to the other party. 4.2.3 In the event of a breach of this Agreement, the non-breaching party may terminate this Agreement upon fifteen (15) days prior written notice to the breaching party specifying the nature of the breach, provided that such breach is not cured to the reasonable satisfaction of the non-breaching party within such notice period. 4.2.4 Immediately and automatically upon Employer's discontinuance of its employee assistance program, or Provider's discontinuance of the provision of employee assistance services. 4.2.5 By party either art pursuant to Section 12. 7 below. 4.3 Effect of Termination. Upon termination of this Agreement for any reason, Provider and Employer shall work together to ensure the proper transition of all EAP Services rendered by Provider hereunder so as to minimize any disruption in the continuity of care to Eligible Employees and Covered Dependents. Employer shall compensate Provider as set forth in Section 3.2 for any Covered Services rendered by Provider prior to the effective date of termination of this Agreement. Except for obligations, promises or covenants contained herein that expressly extend beyond the Term of this Agreement, neither party shall have any future obligations hereunder. 5. RECORDS AND REPORTS. 5.1 Records. All health records and other information acquired and/or created by Provider while providing EAP Services hereunder shall be and remain the sole property of Provider. Provider agrees to provide Employer with access to such records only as necessary to administer Employer's employee assistance program and only in accordance with the terms of Section 5.2 below. 5.2 Confidentiality. Each party agrees to maintain the confidentiality of health care information in accordance with applicable Federal and state laws. Provider will not use or disclose any confidential health information to Employer or any third party, except (a) as required by applicable law or (b) as authorized by the applicable Eligible Employee or Covered Dependent pursuant to a valid authorization allowing for such disclosure. Provider shall be responsible for obtaining all necessary authorizations from Eligible Employees and Covered Dependents to permit Provider to disclose such Eligible Employees and/or Covered Dependent's health records to Employer for the purpose of administering its employee assistance program. All such consents and disclosures of records under this Agreement shall comply with applicable laws governing the confidentiality of health information, including but not limited to HIPAA (defined below). 6. COMPLIANCE. Each party shall comply with all Federal, state and local laws and regulations in performing their obligations hereunder. Employer acknowledges and agrees that Provider is a Catholic-sponsored health care institution and, as such, all EAP Services provided by Provider will comply with the Fourth Edition of the Ethical and Religious Directives for Catholic Health Care Services, as published by the United States Conference of Catholic Bishops. 7. INDEPENDENT CONTRACTOR. The relationship between the parties is that of independent contractors. No relationship of employer and employee, partners or joint ventures is created by this Agreement. In the event the Internal Revenue Service should question or challenge the independent contractor status of Provider, the parties agree that each party shall have the right to participate in any discussion or negotiation occurring, irrespective of whom or by whom such negotiations are initiated. 8. INDEMNIFICATION. Each party shall indemnify and hold harmless the other from any and all claims, loss, liability or damage of any kind, including but not limited to reasonable attorneys' fees, arising from: (a) the breach of such party's obligations or representations hereunder; and (b) the negligent, willful or intentional acts or omissions of such party in the performance of its or his or her duties under this Agreement. 9. INSURANCE. Each party shall maintain, at its sole cost and expense, comprehensive general liability insurance in such minimum amounts as are required by law and customarily maintained in each party's respective industry. Provider shall also maintain professional liability insurance covering the provision of EAP Services hereunder in such amounts as may be required by law. Upon request, each party shall provide the other party with written evidence of the insurance coverage required hereunder. 10. HIPAA. The terms and conditions set forth in this Section 10 shall only apply to the extent that Provider is deemed to be a Business Associate (as defined in 45 C.F.R. §160.103) of Employer, including any Group Health Plan (as defined in 45 C.F.R. § 160.103) of Employer under which Employer's employee assistance program participates. 10.1 HIPAA Compliance. The Federal Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (45 C.F.R. Parts 160-164) ("HIPAA") sets forth standards for protecting the privacy of individually identifiable health information. In this Section 10, Employer shall be referred to as "Covered Entity" and Provider shall be referred to as "Business Associate." For purposes of this Section 10, Business Associate and Covered Entity shall be collectively referred to as the "Parties." Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings set forth in HIPAA, which definitions are hereby incorporated by reference. 10.2 Obligations and Activities of Business Associate. 10.2.1 Business Associate agrees to use or disclose Protected Health Information received from or on behalf of Covered Entity or created for Covered Entity ("PHI") only as permitted or required by this Agreement or as required by law. 10.2.2 Business Associate agrees not to use PHI other than as provided for by this Section 10 and it agrees to implement appropriate administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of the PHI that it creates, receives, maintains or transmits on behalf of the Covered Entity. Business Associate shall document its security measures in policies and keep its policies with respect to these security measures current and available for inspection, upon request. Business Associate's security measures must be consistent with HIPAA's security regulations, Title 45, Part 142 of the Code of Federal Regulations (commonly referred to as the "Security Rule") and any other implementing regulations issued to preserve the integrity and confidentiality of and to prevent non-permitted or violating use or disclosure of PHI created or received for or from Covered Entity. 10.2.3 Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of PHI by Business Associate in violation of the requirements of this Section 10. 10.2.4 Business Associate agrees to report to Covered Entity any security incident (including any unauthorized access or breach of PHI) and/or any use or disclosure of the PHI not provided for by this Section 10 of which it becomes aware. 10.2.5 Business Associate agrees to ensure that any agent, including a subcontractor, to whom it provides PHI agrees to the same restrictions and conditions that apply through this Section 10 to Business Associate with respect to such information. 10.2.6 Business Associate agrees to make its internal practices, books, and records, including policies and procedures and PHI, relating to the use and disclosure of PHI available to the Covered Entity, or to the Secretary, in a time and manner mutually agreed to by the Parties or designated by the Secretary, for purposes of the Secretary determining Covered Entity's compliance with the Privacy Rule. 10.2.7 Business Associate agrees to document such disclosures of PHI and information related to such disclosures as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 C.F.R. § 164.528. 10.2.8 Business Associate agrees to provide to Covered Entity, in a time and manner mutually acceptable to the Parties, information collected in accordance with Section 10.2.7, to permit Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 C.F.R. § 164.528. 10.2.9 To the extent that Business Associate has PHI in a Designated Record Set, Business Associate agrees to provide access, at the request of Covered Entity, and in the time and manner mutually agreed by the Parties, to PHI in a Designated Record Set, to Covered Entity or, as directed by Covered Entity, to an Individual, in order to meet the Covered Entity's requirements under 45 C.F.R. § 164.524. 10.2.10 To the extent that Business Associate has PHI in a Designated Record Set and agrees to make amendments to the PHI, Business Associate shall make such amendment(s) pursuant to 45 C.F.R. § 164.526 at the request of Covered Entity, and in the time and manner mutually agreed to by the Parties. 10.3 Permitted Uses and Disclosures by Business Associate. Except as otherwise limited in this Section 10, Business Associate may use or disclose PHI to perform functions, activities, or services for, or on behalf of, Covered Entity as specified in the Agreement, provided that such use or disclosure would not violate the Privacy Rule if done by Covered Entity or the minimum necessary policies and procedures of the Covered Entity. 10.3.1 Except as otherwise limited in this Section 10, Business Associate may use PHI for the management ement and administration of Business Associate, to proper g carry out the legal responsibilities of Business Associate, or as required by law. 10.3.2 Except as otherwise limited in this Section 10, Business Associate may use PHI to provide Data Aggregation services to Covered Entity as permitted by 42 C.F.R. § 164.504(e)(2)(i)(B). 10.3.3 Business Associate may use PHI to report violations of law to appropriate Federal and State authorities, consistent with § 164.502(j)(1). 10.4 Obligations of Covered Entity. 10.4.1 Covered Entity shall notify Business Associate of any limitation(s) in its notice of privacy practices to the extent that such limitation may affect Business Associate's use or disclosure of PHI. 10.4.2 Covered Entity shall notify Business Associate of any changes in, or revocation of, permission by an Individual to use or disclose PHI, to the extent that such changes may affect Business Associate's use or disclosure of PHI. 10.4.3 Covered Entity shall notify Business Associate of any restriction to the use or disclosure of PHI that Covered Entity has agreed to in accordance with 45 C.F.R. § 164.522, to the extent that such restriction may affect Business Associate's use or disclosure of PHI. 10.5 Permissible Requests by Covered Entity. Except as otherwise permitted in this Section 10, Covered Entity shall not request Business Associate to use or disclose Protected Health Information in any manner that would not be permissible under the Privacy Rule if done by Covered Entity. 10.6 Termination. 10.6.1 Termination for Cause. Upon Covered Entity's knowledge of a material breach by Business Associate, Covered Entity shall either: (a) Notify Business Associate of the breach and provide Business Associate thirty (30) days from the date of notice to cure the breach or end the violation, and terminate this Agreement if Business Associate does not cure the breach or end the violation within that thirty-day period, unless otherwise extended by Covered Entity. (b) Immediately terminate this Agreement if Business Associate has breached a material term of this Section 10 and cure is not possible; or (c) If neither termination nor cure are feasible, Covered Entity shall report the violation to the Secretary. 10.6.2 Effect of Termination. (a) Except as provided in paragraph (b) below, within fifteen (15) days of termination of this Agreement, for any reason, Business Associate shall return or destroy all PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity. This provision shall apply to PHI that is in the possession of subcontractors or agents of Business Associate. Business Associate shall retain no copies of the PHI. (b) In the event that Business Associate determines that returning or destroying the PHI is infeasible, Business Associate shall provide to Covered Entity notification of the conditions that make return or destruction infeasible. Business Associate shall extend the protections of this Section 10 to such PHI and limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such PHI. 10.7 Miscellaneous. 10.7.1 Regulatory References. A reference in this Section 10 to a section of the HIPAA Privacy Rule means the section as in effect or as amended. 10.7.2 Amendment. The Parties agree to take such action as is necessary to amend this Section 10 from time to time as is necessary for Covered Entity to comply with the requirements of HIPAA. 10.7.3 Survival. The respective rights and obligations of Business Associate under Section 10.6.2 shall survive the termination of this Agreement. 10.7.4 Interpretation. Any ambiguity in this Section 10 shall be resolved to permit Covered Entity to comply with HIPAA. 10.7.5 Conflicts. To the extent that there is any conflict between the provisions of this Section 10 and the Agreement, the provisions of this Section 10 shall control. To the extent that the law of the state in which the Business Associate does business is more stringent than Federal law regarding privacy issues, the law of such state shall control, unless Federal law expressly preempts such state law. 10.7.6 Response to Subpoenas. In the event that Business Associate receives a subpoena or similar notice or request from any judicial, administrative or other party arising out of or in connection with this Section 10, including, but not limited to, any unauthorized use or disclosure of PHI or any failure in Business Associate's security measures, Business Associate shall forward a copy of such subpoena, notice or request to Covered Entity and afford Covered Entity the opportunity to be a part of the decision making with regard to the subpoena including but not limited to responding to the subpoena. 11. MISCELLANEOUS. 11.1 Assignment. Neither party may assign its rights under this Agreement to another entity without the express written consent of the other party, provided that Provider may assign this Agreement to Covenant Health System, Inc. or any entity owned or controlled by Covenant Health System, Inc. 11.2. Amendment. No assignment of this Agreement or the rights and obligations hereunder shall be valid without the specific written consent of the parties. 11.3 Waiver. The waiver of a party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of the same or any other provision hereof by the party. 11.4 Severability. The provisions of this Agreement shall be severable and the invalidity of any provision, or a portion thereof, shall not affect the validity of the other provisions. 11.5 Governing Law. The validity, construction, interpretation and enforceability of this Agreement and the capacity of the parties shall be determined and governed by the laws of the State of Iowa without regard to its conflict of laws provisions. 11.6 Notices. All notices pertaining to this Agreement shall be in writing and shall be transmitted either by personal hand delivery, by fax, or through the Untied State Post Office, registered or certified mail, return receipt requested and postage prepaid. Notice shall be effective if delivered as follows: PROVIDER: EMPLOYER: Covenant Medical Center, Inc. City of Waterloo 3421 West Ninth Street 316 East 5th Street Waterloo, IA 50702 Waterloo, IA 50703 Attn: Michele M. Panicucci, Sr. VP/CFO Attn: 11.7 Limited Renegotiation. This Agreement shall be construed to be in accordance with any and all applicable federal and state law and interpretations thereof. If, in the written opinion ("Opinion") of counsel for either party, applicable federal or state law either now or hereinafter in effect may render any of the material terms of this Agreement unlawful or unenforceable, then Employer and Provider shall act in good faith to restructure the arrangement between them to conform to the then-existing law or the requirement of any state, Federal and/or local governmental agency. If the parties have not reached an agreement regarding the material terms of the restructured business arrangement within ten days following the date of the Opinion, this Agreement shall terminate upon notice from the party whose counsel authored the Opinion. 11.8 Participation in Federal Health Care Programs. Employer hereby represents that it, including any of its employees, subcontractors or any entity in which it has a direct or indirect ownership interest in, is not now nor has ever been (a) excluded or debarred from or otherwise deemed ineligible for participation in any Federal health care program, as defined in 42 U.S.C. § 1320a-7b(f); or (b) convicted of a criminal offense related to health care. Employer shall promptly notify Provider upon receipt of any indication, whether or not official, that it may be excluded from any Federal health care program for any reason during the Term. 11.9 Entire Agreement. This Agreement, including all exhibits attached hereto, constitutes the entire agreement between the parties and supercedes all prior agreements and understandings between them (whether written or oral) with respect to the subject matter hereof. IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the date first written above. EMPLOYER: PROVIDER: By: Its: -fire') u r le y r 1Q you Its: Michele M. Panicucci, Sr. VP/CFO I EXHIBIT A EAP SERVICES Type of Services: Provider shall provide the following services to Eligible Employees and/or Covered Dependents: Initial Assessment Chemical dependency counseling Mental health counseling Marital or family counseling Referral to appropriate counseling services Covered EAP Services: The maximum number of sessions to be provided to each Eligible Employee or each Covered Dependent is three (3). Each session shall last for no more than sixty(60) minutes per session. EXHIBIT B FEE SCHEDULE $75.00 Initial Session $75.00 Subsequent Sessions $15.00 Telephone Consultations Employer shall remit payment to Provider within 30 days of the date of the invoice. T:\clienta\021352\1100\A 1137458.1 i K r ti�