HomeMy WebLinkAbout2013-12-8107ORDINANCE NO. 2013-12-8107
AN ORDINANCE ACCEPTING THE RATES FOR CONSULTING
AND MANAGEMENT SERVICES FOR CHRONIC HEALTH CONDITIONS FOR
FULL-TIME CITY EMPLOYEES COVERED BY THE CITY'S GROUP HEALTH
INSURANCE PLAN WITH EDUMEDICS, LLC AND AUTHORIZING THE MAYOR
TO EXECUTE A CONTRACT FOR SAME
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BE IT ORDAINED BY THE CITY OF PADUCAH, KENTUCKY:
SECTION 1. That the City of Paducah approves an Agreement for
Services with Edumedics, LLC, for consulting and management services for chronic
health conditions for full-time city employees covered by the City's Group Health
Insurance Plan with Edumedics, LLC. There will be a one-time fee of $7,100, with a
program management fee, and a 10% share of cost savings calculated by comparison to a
baseline of claims data that is to be re -calculated every 6 months. A copy of said
Agreement is attached hereto and incorporated therein as if set out in full herein.
SECTION 2. The Mayor is hereby authorized to execute a contract with
Edumedics, LLC for coverage authorized in Section 1 above. The initial term of the
Agreement shall be for 2 years and shall begin on January 1, 2014 and end on December
31, 2015.
account.
SECTION 3. This expenditure will be charged to the Insurance Claims
SECTION 4. This ordinance shall be read on two separate days and will
become effective upon summary publication pursuant to KRS Chapter 424.
ATTEST:
Tammara S. Sanderson, City Clerk
Introduced by the Board of Commissioners, December 10, 2013
Amended by the Board of Commissioners, December 17, 2013
Adopted by the Board of Commissioners, December 17, 2013
Recorded by Tammara S. Sanderson, City Clerk, December 17, 2013
Published by the Paducah Sun, December 23, 2013
\ord\pers\health ins -chronic care coverage 2014
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AGREEMENT FOR SERVICES
This Agreement for Services (the "Agreement"), effective, /I AD 1 is by and
between CITY OF PADUCAH, with its principal office at 300 South Fifth Street, Paducah,
Kentucky 42002 (hereinafter "Client"), and EDUMEDICS, LLC, with its principal office at 201
E. Jefferson Street, Suite 301 Louisville, Kentucky 40202 (hereinafter the "Company").
WHEREAS, Company offers consulting and management services to businesses to assist
in the development of innovative care management programs to encourage good health among
employees and employees' dependents (the "Services");
WHEREAS, Client desires that Company provide Services to Client, in accordance with
the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants set forth herein and
intending to be legally bound, the parties hereto agree as follows:
1. SERVICES
1.1 SERVICES TO CLIENT. The Company shall provide the following Services to Client:
Consulting services to analyze and understand health care cost trends for Client;
consulting services to assist in the design and implementation of care management
programs to address major health care cost drivers at Client; consulting in connection
with the oversight and management of such care management programs; and the
provision of reports on program results.
The parties agree to provide care management programs for hypertension, diabetes and
hyperlipidemia, and general health coaching services. Such programs shall be in in place
within sixty (60) days of target launch date, as agreed upon by mutual acceptance of both
parties. Initially, target launch dates are as outlined:
% • Diabetes: 1/1/14
• Hypertension: 1/1/14
• Hyperlipidemia: 1/1/14
• General Health Coaching: 1/1/14
Target effective dates may be modified and are subject to Client approval and Client
cooperation. Client cooperation shall mean the communication necessary to introduce
the program to all members on the health plan, ongoing promotion of the program, and
designating sites at Client for program delivery.
The care management program is attached to this Agreement as Exhibit "A' and outlines
the mutual understanding of the program goals and elements of the Services. Changes to
Exhibit A will be at mutual consent of both parties.
Identification of eligible participants: Identification of eligible participants is derived
from the health care claims provided to the Navigator Design 180 data analytics software
tool using the above defined criteria. This cohort ("The Targeted Cohort") shall be
refreshed 60 days prior to the program launch date. The Targeted Cohort shall be
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refreshed each month to account for new members into the health plan that are eligible to
participate in the program. Should a member contact Company directly and request to be
considered as part of the program and the claims data does not identify the member as
eligible, the member may obtain a physician's note indicating qualification and present to
Company for inclusion in the care management programs. Other inclusions or exclusions
to the Targeted Cohort will be at the approval of Client and Company.
Data fees associated with the identification of eligible participants are not included in this
Agreement. Company is deemed a third party user, as granted by Acclaim Health
Analytics, Client's Advisor ("Advisor").
1.2 BENCHMARKING. Both parties agree that the Plan paid claims utilization experience
for the twelve months ending December 31, 2013, after removing extraordinary claims
costs that reach the high cost claim threshold as defined in their plan documents, shall be
treated as the baseline year for benchmarking purposes. Such claims utilization shall
reflect all eligible participants in above care programs. Such benchmark data shall be
used to report upon the progress of the care management programs. Such baseline will
be established on or around April. 15, 2014. Baseline numbers will adjust every six
months based upon current participation in the program and use a rolling 12 -month
claims cost basis. For new employees where claim history is unobtainable or for
enrollees who have not been with Company for at least 18 months prior to enrollment,
if at least six -twelve (6-12) months of complete and accurate claim history is available,
that will be prorated; if at least 6 months claim data are unavailable, the mean of the
respective chronic disease group by gender will be used.
1.3 REPORTING. The Company shall report on the following:
1.3.1 Health care claims: Claims review to monitor the impact of the care programs to
the cost outlays of the program and the Client's health plan cost, beginning with .
health care services rendered thirty (30) days from program launch date.
1.3.2 Clinical indicators of the care management programs, baseline and updated
clinical indicators.
1.3.3 Participation in the programs.
These reports shall be presented at least quarterly, beginning the first quarter after the
effective date of this Agreement. Also, during the term, the Company and Client shall meet
at least quarterly to assess the status and progress of the care management programs.
2. TERM OF AGREEMENT
2.1 TERM. The initial term of this Agreement shall be for two years and shall begin on
January 1, 2014 and end on December 31,2015. This agreement shall be renewable
upon written agreement between the parties. However, payment terms and the
obligation to develop new care programs or provide additional Services are subject to
the mutual agreement of both parties.
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2.2 TERMINATION. In the event of a breach of this Agreement by either party, the non -
breaching party may terminate this Agreement upon at least sixty (60) days prior
written notice to the breaching party, which notice shall specify in detail the nature of
the alleged breach; provided, however, that if the alleged breach is susceptible to cure,
the breaching party shall have sixty (60) days from the date of receipt of notice of
termination to cure such breach, and if such breach is cured, then the notice of
termination shall be void of and of no effect. If the breach is not cured within the sixty
(60) day period, then the date of termination shall be effective the day after the end of
the sixty (60) day period.
2.3 COMPANION AGREEMENT. The Parties hereto have contemporaneously entered
into that certain Business Associate Agreement, which they intend to perform
simultaneously herewith.
3. PAYMENT AND INVOICING TERMS
3.1 PAYMENT FOR SERVICES. Client shall pay the Company as follows:
• Implementation Fee: A one-time fee of $7,100, payable upon Agreement execution.
• Program management fee: A per employee per month fee of $5.50. Program management
fees include ongoing outreach engagement and operation of the disease management
programs. The following program fees will be charged beginning on January 1, 2014 of
this Agreement. Per employee refers to employees enrolled and currently on the health
plan. Employee numbers shall be calculated monthly from Navigator MD.
Health care costs shall be reviewed for impact of the care programs. The excess of
Baseline Costs developed in Section 1.2 over and above the Plan paid claims utilization
experience, after removing extraordinary claims costs that reach the high cost claim
threshold for Plan per participant, incurred in the review period by the participating
population shall be deemed "Saved Costs", and Company shall be paid an amount equal
to 10% of Saved Costs from the targeted population. The review period each year shall
be for the 12 months after the launch date of the program, and for each subsequent twelve
(12) month period of the Agreement, Each review period calculation shall be completed
within one hundred twenty (120) days after the end of each review period.
To the extent otherwise required, such payment of Saved Costs shall be payable to
Company within 30 days following the end of the twelve month review period. This
provision shall survive the natural termination of this Agreement, as defined in Section
2. 1, until such time that post claims review is no longer applicable. For purposes of this
Agreement, the last period of claims review shall be for January 1, 2015 — December 31,
2015.
3.2 DIRECT COSTS. Client shall reimburse Company for the costs for services performed by
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licensed health care professionals and/or providers. Company shall use commercially
reasonable efforts to provide directly, or through appropriate written agreements with licensed
health care :professionals and/or providers, health care services for Client's employees and
dependents that participate in the above -referenced care management programs. Such direct costs
will include an hourly rate for the time at the designated Client sites, and any reasonable travel
time and cost. Travel will be reimbursed at the then established IRS rate. Travel does not
include in the McCracken county geographic area. The hourly rate is estimate to be $75-85 per
hour and shall be determined prior to the Program Launch date. Additional direct costs, if
applicable, such as clinical laboratory services, durable medical equipment (blood pressure cuffs,
glucose monitoring kits) shall be billed on a cost plus administration allocation and shall be at
the prior written approval of Client.
Any changes to payment for Services shall be upon mutual written agreement.
3.3 CONFIDENTIALITY.
(a) Company shall maintain the confidentiality of health and other personally
identifiable information of Client's employees and employee dependents as provided for in the
attached Business Associate Agreement.
(b) Client agrees that the documentation created by Company and provided to Client in
connection with the care management programs provided for hereunder are proprietary to
Company.
3.4 INVOICING.
(a) Invoices shall be submitted monthly by the Company for payment by Client.
Payment is due within fifteen (15) days from date of invoice. If Client has any valid reason for
disputing any portion of an invoice, Client will so notify the Company within seven (7) calendar
days* of receipt of such invoice by Client, and if no such notification is given, the invoice will be
deemed valid, and Client shall pay in full. The portion of the Company's invoice that is not in
dispute shall be paid in accordance with the procedures set forth herein.
(b) A finance charge of 1.5% per month on the unpaid amount of an invoice, or the
maximum amount allowed by law, shall be charged on past due accounts. Payments by Client will
thereafter be applied first to accrued interest and then to the principal unpaid balance. Any attorney
fees, court costs, or other costs incurred in the collection of delinquent accounts shall be paid by
Client. If Client fails to timely pay any invoice, then the Company may suspend all Services under
this Agreement until paid in full or terminate this Agreement upon written notice to Client.
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4. CHANGE ORDERS
Client may, with the approval of the Company; request changes in some aspect of the
Services that would require additional work not provided for under this Agreement or that result in
a change in a program already established under this Agreement. Such changes (a "Change
Order") shall be agreed to in writing by both parties.
S. STANDARD OF CARE
The Company warrants that personnel possessing competency consistent with applicable
industry standards shall perform the Services. No other representation, express or implied, and no
warranty or guarantee are included or intended in this Agreement, or in any report, opinion,
deliverable, work product, document or otherwise. Furthermore, no guarantee is made as to the
efficacy or value of any services performed or product or program developed. THIS SECTION
SETS FORTH THE ONLY WARRANTIES PROVIDED BY THE COMPANY CONCERNING
THE SERVICES AND RELATED PROGRAMS OR WORK PRODUCT. THIS WARRANTY
IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF FITNESS FOR A
PARTICULAR PURPOSE, MERCHANTABILITY, NON -INFRINGEMENT, TITLE OR
OTHERWISE.
6. LIABILITY AND INSURANCE
6.1 Intentionally left blank
6.2 Intentionally left blank.
6.3 Insurance. At all times hereunder Client and Company will maintain a minimum of the
following insuring agreements:
• CGL, occurrence based general liability insurance with a minimum of $2,000,000;
• Standard Auto/Vehicle coverage's with a minimum of $1,000,000 each accident; _
• Statutory Workers' Compensation insurance; and
• Employment Practices Liability coverage's with a minimum of $1,000,000 in limits,
or similar coverage.
7. MSCELLANEOUS
7.1 Severability. If any provision of this Agreement or its application is invalid, illegal, or
unenforceable in any respect, such provision or its application shall be enforced to the fullest
extent permissible under the law, and this Agreement' shall be deemed to be amended
accordingly. The validity, legality, and enforceability of all other applications of the provision in
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question and of all other provisions and applications .shall not in any way be affected or
impaired.
7.2 Modification and Waiver. Waiver of breach of this Agreement by either party shall not
be considered a waiver of any other subsequent breach.
7.3 Independent Contractor. The parties acknowledge and agree that Company is an
independent contractor of Client.
7.4 Notices. All notices or other communications hereunder shall be in writing, and shall
be deemed given when delivered to the address specified below or such other address as may be
specified in a written notice in accordance with this Section.
If to the Company:
Edumedics LLC
201 East Jefferson Street, Suite 301
Louisville, KY 40202
Attn: VP Operations
If to Client: With Copy to:
City of Paducah
300 South Fifth Street
Paducah, KY 42002
Any party may, by notice given in accordance with this Section to the other parties, designate
another address or person or entity for receipt of notices hereunder.
7.5 Assignnnment. Neither party may assign or transfer any right or obligation under this
Agreement without the written consent of the other parry.
7.6 Disputes: Arbitration. The Company and Client recognize that disputes arising under
this Agreement are best resolved at the working level by the parties directly involved. Both parties
are encouraged to be imaginative in designing mechanisms and procedures to resolve disputes at
this level. Such efforts shall include the referral of any remaining issues in dispute to higher
authority within each participating party's organization for resolution. Failing resolution of
conflicts at the organizational level, the Company and Client agree that any remaining conflicts
arising out of or relating to this Contract shall be submitted to nonbinding mediation unless the
Company and Client mutually agree otherwise. If the dispute is not resolved through non-binding
mediation, then the parties shall initiate arbitration as hereinafter provided for. Any controversy,
dispute or claim arising out of or related to this Agreement or breach of this Agreement shall be
settled solely by confidential binding arbitration by a single arbitrator in accordance with the
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commercial arbitration rules of JAMS in effect at the time the arbitration commences. The award
of the arbitrator shall be final and binding. No party shall be entitled to, and the arbitrator is not
authorized to, award legal fees, expert witness fees, or related costs of a party.
7.7 Intentionally left blank
7.8 Section Headings. Title and headings of sections of this Agreement are for convenience
of reference only and shall not affect the construction of any provision of this Agreement.
7.9 Representations; Counterparts. Each person executing this Agreement on behalf of a
party hereto represents and warrants that such person is duly and validly authorized to do so on
behalf of such party, with full right and authority to execute this Agreement and to bind such party
with respect to all of its obligations hereunder. This Agreement may be executed (by original or
facsimile signature) in counterparts, each of which shall be deemed an original, but all of which
taken together shall constitute but one and the same instrument.
7.10 Residuals. Nothing in this Agreement or elsewhere shall prohibit or limit the
Company's ownership and use of ideas, concepts, know-how, methods, models, data, techniques,
skill knowledge and experience that were used, developed or gained in connection with this
Agreement. The Company and Client shall each have the right to use all data collected or
generated under this Agreement, subject to each party's continuing obligations under the Business
Associate Agreement.
7.11 Nonsolicitation of Employees. During and for one (1) year after the term of this
Agreement, Client will not solicit the employment of, or employ the Company's personnel, without
the Company's prior written consent.
7.12 Cooperation Client shall cooperate with the Company in making decisions, attending
meetings, being available for consultation, taking actions, executing documents, among other
types of cooperation, as appropriate, to achieve the objectives of this Agreement. Client agrees
that the Company's performance is dependent on Client's timely and effective cooperation with the
Company. Accordingly, Client acknowledges that any delay by Client may result in the Company
being released from an obligation or scheduled deadline or in Client having to pay extra fees for
the Company's agreement to meet a specific obligation or deadline despite the delay.
7.13 Governing Law and Construction. This Agreement shall be governed by and construed
in accordance with the laws of the Commonwealth of Kentucky, without regard to the principles
of conflicts of law. The language of this Agreement shall be deemed to be the result of negotiation
among the parties and their respective counsel and shall not be construed strictly for or against any
party. Venue shall exclusively be in state court in McCracken County, Kentucky.
7.14 Entire Agreement; Survival. This Agreement, including any Exhibits, states the entire
Agreement between the parties and supersedes all previous contracts, proposals, oral or written,
and all other communications between the parties respecting the subject matter hereof, and
supersedes any and all prior understandings, representations, warranties, agreements or contracts
(whether oral or written) between Client and the Company respecting the subject matter hereof.
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This Agreement may only be amended by. an agreement in writing executed by the parties hereto.
Sections 3, 5, 6 and 7 shall survive the expiration or termination of this Agreement for any reason.
7.15 Force Maajeure. The Company and Client shall not be responsible for delays or failures
(including any delay by the Company to make progress in its obligations in regard to any Services)
if such delay arises out of causes beyond its control. Such causes may include, but are not
restricted to, acts of God or of the public enemy, fires, floods, epidemics, riots, quarantine
restrictions, strikes, freight embargoes, earthquakes, electrical outages, computer or
communications failures, and severe weather, and acts or omissions of subcontractors or third
parties..
7.6 Use 13y Third Parties. This Agreement shall not create any rights or benefits to parties
other than to Client and the Company.
EXECUTION OF THIS AGREEMENT IS ON A SEPARATE PAGE.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
CrffOFPADUCAH
Ei DUMEDICS, LLC
By:_-
Title:
E-O
Date:
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Exhibit A
Care Program Model
City Of Paducah
Goal:
1. Improve quality of life through better self-management and monitoring of
chronic. condition, including diabetes, hypertension and hyperlipidemia
2. Educate participants to standards of care for management of diabetes,
hypertension and hyperlipidemia
3. Medication compliance - those with the condition will be on the correct
medications, at the correct dosage
4. Meet recommended clinical targets associated with diabetes, hypertension and
hyperlipidemia
5. Provide qualified health coaching to participants wishing to engage the
Clinician in facilitating health improvement or reaching health goals.
How: Timely screening, clinical visits, health assessments, coaching, medication
therapy management (MTM), education, screenings and continuation of care
recommendations. Edumedics has developed proprietary programs and protocols
to facilitate the delivery of evidence based medicine to achieve the goals outlined
above, including proper patient engagement, awareness and overall satisfaction.
Eliibili : Members who have healthcare claims with the diagnosis of diabetes, hypertension
and/or hyperlipidemia.
Members, who wish to engage clinical coaching for the purposes of facilitating
health improvement and participate in company sponsored wellness initiatives.
Where: Services provided in appropriate facilities at the client site and within an
acceptable proximity to residence of targeted participants.
Whom: Nurse practitioners and/or appropriate nurse providers, dieticians and trained
educators will deliver the care program services. -
Incentives•
$0 out of pocket for nurse practitioner and clinical visits
Wellness rewards as defined by wellness plan for participation in program
elements
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