HomeMy WebLinkAboutA4-05 French HospitalANCILLARY SERVICES AGREEMEN T
by and betwee n
CATHOLIC HEALTHCARE WEST, d/b/a French Hospital Medical Center ("Hospital")
and
The City of San Luis Obispo ("Group")
SLO Fire Depart Ancillary Services Agreement .doc 01/10/2005
TABLE OF CONTENTS
Page
ARTICLE I . SUMMARY OF TERMS 1
ARTICLE II . DEFINITIONS 2
ARTICLE III . HOSPITALS' OBLIGATIONS 3
ARTICLE IV . GROUP'S OBLIGATIONS 4
ARTICLE V . RELATIONSHIP BETWEEN THE PARTIES 5
ARTICLE VI . COMPENSATION 7
ARTICLE VII . TERM AND TERMINATION 8
ARTICLE VIII . GENERAL PROVISIONS 1 0
EXHIBIT S
Exhibit 3 .2 — Local Initiative Requirements Exhibit 3 .2-1
Exhibit 6 .1 — Covered Services and Compensation Exhibit 6 .1-1
Exhibit 8 .5 — Medicare+Choice Requirements Exhibit 8 .5-1
SLO Fire Depart Ancillary Services Agreement .doc 1
ANCILLARY SERVICES AGREEMEN T
THIS ANCILLARY SERVICES AGREEMENT ("Agreement")is made and entere d
into by and between Catholic Healthcare West ("CHW'), a California nonprofit public benefi t
corporation doing business as French Hospital Medical Center ("Hospital") and The City of Sa n
Luis Obispo, a California municipal corporation ("Group").Hospital and Group are sometime s
referred to herein as a "Party"or, collectively, as the "Parties."
RECITAL S
A.Hospital is a licensed general acute care hospital .
B.Group has entered into agreements with health care service plans and other thir d
party payors ("Plans")pursuant to which Group is responsible to provide or arrange for th e
provision of certain health care services and supplies to some of its Fire Department personne l
("Members").
C.Hospital is licensed or certified under the appropriate state laws to provide th e
health care services and supplies contracted for under this Agreement .
D.CHW and Group desire to enter into this Agreement under which Hospital shal l
provide specified health care services and supplies ("Covered Services")to Members .
AGREEMENT
THE PARTIES AGREE AS FOLLOWS :
ARTICLE I .
SUMMARY OF TERM S
1 .1
Effective Date .This Agreement shall
1 .2 Expiration Date .This Agreement shal l
commence on January 1, 2005, (the "Effective
expire on December 31, 2005 (th e
Date").
"Expiration Date").
1 .3 Covered Services and Rates .Se e
Exhibit 6 .1 .
SLO Fire Depart Ancillary Services Agreement .doc 1
01/10/2005
1 .5 Hospital Address for Notice .
Catholic Healthcare West
dba French Hospital Medical Cente r
Attn : Chief Financial Officer
1911 Johnson Avenu e
San Luis Obispo, CA 9340 1
Group's Address for Claim s
Processing .
San Luis Obispo City Fire Departmen t
2160 Santa Barbara Stree t
San Luis Obispo, CA 93401
ARTICLE II.
DEFINITION S
2 .1
"CMS"is the Centers for Medicare and Medicaid Services agency of the Unite d
States Government responsible for administering the Medicare program .
2 .2
"Copayment"is an amount, including any copayments, deductibles or other
coinsurance, that may be charged to a Member for Covered Services, as permitted under th e
Member's Evidence of Coverage or Subscriber Agreement, which is collected by Hospital at th e
time Covered Services are rendered .
2 .3
"Covered Services"are those Medically Necessary health care services an d
supplies that are set forth in Exhibit 6 .1 of this Agreement that Hospital shall provide pursuant t o
the terms of this Agreement.
2 .4
"DHS"is the California Department of Health Services, the administrative agenc y
of the State of California responsible for administering the Medi-Cal program .
2 .5
"DMHC'is the California Department of Managed Health Care, th e
administrative agency of the State of California responsible for the licensure and regulation o f
health care service plans subject to the Knox-Keene Act .
2 .6
"Emergency" is an emergency medical condition or active labor as defined i n
Federal (Title 42, Code of Federal Regulations, Section 489 .24) and State (California Health an d
Safety Code Section 1317 .1 et seq) law and regulations .
2.7
"Encounter Data"is documentation of services rendered by Hospital to Member s
enrolled in Plans during the date of service . It includes but is not limited to services for which
Group incurs any financial liability .
2 .8
"Evidence of Coverage"is the document issued by a Plan to each Membe r
enrolled under the Plan Subscriber Agreement describing the Covered Services to whic h
Member is entitled and the applicable Copayments .
1 .4 Group's Address for Notice .
City of San Luis Obispo
990 Palm Stree t
San Luis Obispo, CA 9340 1
SLO Fire Depart Ancillary Services Agreement .doc
2
01/10/2005
2 .9 "Knox-Keene Act'is the Knox-Keene Health Care Service Act of 197 5
(commencing at Section 1340 of the California Health and Safety Code) and the regulation s
adopted thereunder by the DMHC (commencing at Section 1300 .43 of Title 28 of the Californi a
Code of Regulation), as amended from time to time .
2 .10 "Laws"are any and all federal, state and local laws, rules and regulations that ar e
applicable to CHW, Hospital, Group, or this Agreement, as amended from time to time .
2 .11 "Local Initiative"is the prepaid health plan which is organized by a count y
government or by county governments of a region designated by the director, or organized by
stakeholders of the designated region, and awarded a contract by DHS .
2 .12 "Medically Necessary"are Covered Services which are required by a Member a s
determined in accordance with generally accepted medical and surgical practices and standard s
prevailing at the time of treatment in the community .
2 .13 "Member"is a person who is enrolled in a Plan and is entitled to receive Covered
Services under the Member's Plan Subscriber Agreement .
2 .14 "Plan" is a health care service plan licensed under the Knox-Keene Act of 197 5
or other third party payor that is licensed or otherwise authorized under the laws of the State o f
California to arrange or provide health care services and supplies to Members which has
contracted with Group on a capitated or risk basis to arrange for the provision of Covere d
Services under this Agreement .
2 .15 "Surcharge"is an additional fee which is charged to a Member for a Covere d
Service but which is not set forth in the applicable Plan Subscriber Agreement.
ARTICLE III .
HOSPITAL'S OBLIGATION S
3 .1
Services .Hospital shall provide the Covered Services listed in Exhibit 3 .1 t o
Members, subject to the availability of Hospital's facilities, equipment and personnel . Covere d
Services shall only be provided after a referral by Group or Group Physician, except in the even t
of an Emergency or as required by law . Hospital shall not refer a Member to other hospitals o r
to any other health care provider or supplier without authorization of Group, except in the even t
of an Emergency or as required by law . If Hospital, in good faith, is unable to obtain a referra l
from Group prior to providing Covered Services to a Member, Hospital shall be reimbursed b y
Group for provision of Covered Services .
3 .2
Professional Standards .Covered Services provided by Hospital under thi s
Agreement shall be provided by duly licensed, certified or otherwise authorized, and accredite d
personnel who shall provide such services consistent with the scope of their license, certificatio n
or accreditation and in accordance with (i) the generally accepted medical and surgical practice s
and standards prevailing in the applicable professional community ; (ii) all applicabl e
requirements of Laws ; (iii) the standards of the Joint Commission on the Accreditation o f
Healthcare Organizations, and (iv) the Local Initiative Requirements set forth in Exhibit 3 .2 . if
any .
SLO Fire Depart Ancillary Services Agreement .doc
3
01/10/2005
3 .3
Hours of Service.Hospital shall be available to provide Covered Services to
Members as mutually agreed upon by Hospital and Group .
3 .4
MedicalRecords .Hospital shall maintain all patient medical records relating t o
Covered Services provided to Members, in such form and containing such information a s
required by Laws . Medical records shall be maintained in a current manner that is legible ,
complete, organized, and shall permit effective patient care and QA review by Hospital . Medica l
records shall be maintained in an accessible format and location . Subject to all applicable patien t
confidentiality laws, upon written request with at least five (5) business days to respond, Hospital
shall provide to Group and Plans, at Group's or Plans' respective expense, copies of Members '
medical records for purposes of conducting quality assurance and utilization review ; claims
processing, verification and payment ; resolving Member grievances and appeals ; and other
activities reasonably necessary for the proper administration of this Agreement consistent with
Laws . Hospital and Group shall maintain the confidentiality of medical records and treatmen t
information in accordance with Laws . Medical records shall be retained by Hospital for at leas t
seven (7) years following the provision of Covered Services and as required by Laws . The
provisions of this section shall survive termination of this Agreement .
3 .5
Compliance with Ethical Standards .Hospital and any service or activit y
operated or sponsored by it are governed by i) for religiously-sponsored hospitals, the Ethica l
and Religious Directives for Catholic Health Facilities, as approved by the National Conferenc e
of Catholic Bishops, as the same may be updated and revised (the "Directives"); or ii) for
community-sponsored hospitals, the Statement of Common Values for Community Sponsorship ,
as approved by Catholic Healthcare West (the "Statement"). Throughout the term of thi s
Agreement, performance of the parties' respective obligations hereunder shall be governed b y
the Directives or Statement, as appropriate for Hospital, a copy of which is available fro m
Hospital's administration .
3 .6
Compliance with Laws .Hospital shall comply with any and all Laws applicabl e
to this Agreement, the provision of the Covered Services, or the obligations of Hospital under
this Agreement .
3 .7
Provider Directories .Hospital hereby authorizes Group and Plans to lis t
Hospital's name, address, telephone number, and type of service provided in their Provide r
Directories .
ARTICLE IV .
GROUP'S OBLIGATION S
4 .1
Compliance withLaws .Group shall comply with any and all Laws an d
accreditation requirements applicable to this Agreement, Group or the obligations of Grou p
under this Agreement .
4 .2 Administration .Group shall provide and maintain all administrative function s
necessary to handle Hospital's claims and payment procedures, relationships with Plans and al l
other responsibilities under this Agreement . Group shall assure that all payment of claims an d
other responsibilities and duties of Group are performed in a timely manner in accordance with
the requirements of this Agreement and all applicable Laws .
SLO Fire Depart Ancillary Services Agreement .doc
4
01/10/2005
4 .3
ProviderDirectories .Group shall list Hospital in Group's Provider Directories .
4 .4
Eligibilityand Authorization .Group shall provide, or shall ensure that Plan s
provide, a process for verification of Member eligibility that is available twenty-four (24) hours
per day, seven (7) days per week . If Group, Plans or any delegate of Group or Plans authorize s
or certifies the performance of Covered Services for a Member by Hospital, Group shall no t
rescind, modify or otherwise retroactively deny the amount of reimbursement due Hospita l
pursuant to a retrospective review on any grounds .
4 .5
Appeal Procedures .Group shall provide Hospital with a right to appeal withi n
thirty (30) days, or any shorter period of time as may be required by applicable Laws, of Group's
written notice of any adverse decision against Hospital in accordance with all applicable Laws .
4 .6
Division of Financial Responsibility .Prior to or concurrent with execution o f
this Agreement, Group shall provide CHW with a copy of Group's Division of Financia l
Responsibility form for each Plan which identifies the Covered Services that Group is financially
responsible for pursuant to Group's agreement with the Plan . Group shall notify CHW of an y
changes in any Division of Financial Responsibility form within thirty (30) days of the effectiv e
date of such change .
4.7
Representation and Warranties by Group .Group represents and warrants that :
(a) neither Group nor any Group physician has ever been excluded or suspended from
participation in, or sanctioned by, any Federal Health Care Program and (b) neither Group no r
any Group physician has ever been charged with or convicted of a felony, a misdemeano r
involving fraud, dishonesty, controlled substances, or moral turpitude, or any crime relevant t o
the provision of medical services or the practice of medicine .
ARTICLE V.
RELATIONSHIPBETWEEN THE PARTIE S
5 .1
IndependentContractor .Group is and shall at all times be an independen t
contractor with respect to Hospital in the performance of its obligations under this Agreement .
Nothing in this Agreement shall be construed to create an employer/employee, joint venture,
lease or landlord/tenant relationship between Hospital and Group .
5 .2
Referrals .Nothing in this Agreement or in any other written or oral agreemen t
between Hospital and Group, nor any consideration offered or paid in connection with thi s
Agreement, contemplates or requires the admission or referral of any patients or business t o
Hospital or any Affiliate (as defined below). This Agreement is not intended to influence the
judgment of Group or any physician employed by or contracting with Group (each, a "Group
Physician")in choosing the hospital or other health care facility or provider deemed by Group o r
such Group physician to be best qualified to deliver goods or services to any particular patient .
The rights of Group under this Agreement shall not be dependent in any way on the referral of
patients or business to Hospital or any Affiliate by Group or any Group physician .
Notwithstanding the foregoing, Group shall not, and shall ensure that Group physicians do not ,
refer any Hospital patient to any provider of health care services that Group or any such Group
physician knows or should know is excluded or suspended from participation in, or sanctione d
by, any Federal Health Care Program .
SLO Fire Depart Ancillary Services Agreement.doc 5 01/10/2005
5 .3
Insurance Requirements.
(a)Liability Insurance .Hospital and Group, at their respective sole cost an d
expense, shall provide throughout the entire term of this Agreement, a policy or policies of
professional liability insurance with a licensed insurance company admitted to do business in th e
State of California with limits in a minimum amount of One Million Dollars ($1,000,000) pe r
claim and Three Million Dollars ($3,000,000) in the aggregate to cover any loss, liability, o r
damage . In the event that any such policy is a claims made policy, then that party with suc h
coverage shall purchase a "tail" policy for a period of no less than eight (8) years from th e
effective termination date of the foregoing policy . Said "tail" policy shall have policy limits i n
an amount not less than the primary professional liability policy .
(b)Workers' Compensation Insurance .Hospital and Group, at thei r
respective sole cost and expense, shall maintain throughout the term of this Agreement workers '
compensation insurance as required by the State of California .
(c)General Liability Insurance .Hospital and Group, at their respective sole
cost and expense shall maintain throughout the term of this Agreement general liability insuranc e
including, without limitation, premises, and personal injury insurance in the minimum amount o f
One Million Dollars ($1,000,000) per occurrence, combined single limit, bodily injury an d
property damage to insure the Parties and their respective employees, agents, and representative s
against any claims for damages arising by reason of (i) personal injuries or death occasioned i n
connection with the performance of any Covered Services provided under this Agreement, (ii )
the use of any property and facilities of the parties, and (iii) activities performed in connectio n
with this Agreement .
(d)Proof of Insurance .Group acknowledges that Hospital participate in th e
CHW program of self-insurance, and agrees that such participation satisfies the requirement s
imposed pursuant to Sections 5 .3(a), 5 .3(b) and 5 .3(c). Each Party shall furnish the other Part y
with a minimum of thirty (30) days' prior written notice in the event any of the policies require d
pursuant to this Article VI are canceled, or the coverage thereunder reduced . Each party shal l
provide to the other party certificates of insurance prior to the Effective Date of the parties '
obligations under this Agreement and upon the renewal of the insurance coverage specified i n
Sections 5 .3(a), 5 .3(b) and 5 .3(c).
5 .4
Indemnification .
(a)Indemnification by Hospital .Hospital shall indemnify and hol d
harmless Group and its shareholders, directors, officers, employees or agents from and against
any and all claims, causes of action, liabilities, losses, damages, penalties, assessments ,
judgments, awards or costs, including reasonable attorneys' fees and costs, arising out of ,
resulting from, or relating to : (i) the breach of this Agreement by Hospital, or (ii) the acts o r
omissions of Hospital or any employee or agent of Hospital in the performance of Hospital's
obligations under this Agreement.
(b)Indemnification byGroup .Group shall indemnify and hold harmles s
Hospital, their Affiliates, and their respective directors, officers, employees or agents, from an d
against any and all claims, causes of action, liabilities, losses, damages, penalties, assessments ,
SLO Fire Depart Ancillary Services Agreement .doc 6
01/10/2005
judgments, awards or costs, including reasonable attorneys' fees and costs (including th e
reasonable costs of Hospital's in-house counsel), arising out of, resulting from, or relating to : (i )
the breach of this Agreement by Group ; or (ii) the acts or omissions of Group or any employee o r
agent of Group in the performance of Group's obligations under this Agreement .
5.5
Survival of Insurance and Indemnity Obligations .Sections 5 .3 and 5 .4 shal l
survive the expiration or termination of this Agreement .
5 .6
CooperationBetween the Parties .The Parties recognize that, during the term o f
this Agreement and for a period thereafter, certain risk management issues, legal issues, claims
or causes of action may arise that involve or could potentially involve the Parties and thei r
respective employees and agents . The Parties further recognize the importance of cooperatin g
with each other when such issues, claims or causes of action arise, to the extent such cooperatio n
does not violate any applicable Laws, cause the breach of any duties created by any policies o f
insurance or programs of self-insurance, or otherwise compromise the confidentiality o f
communications or information regarding the issues, claims or causes of action. The Parties
shall, therefore, use reasonable efforts to address such risk management claims or causes o f
action in a cooperative manner .
ARTICLE VI .
COMPENSATIO N
6 .1
Rates .Group shall reimburse Hospital in accordance with those rates set forth i n
Exhibit 6 .1, less applicable Copayments, for those Covered Services provided by Hospital t o
Members under the terms and conditions of this Agreement, which shall equal the fair marke t
value of the Covered Services provided to Members .
6 .2
BillingProcedures .Hospital shall bill Group for all Covered Services rendere d
to Members . Hospital shall use best efforts to submit to Group a written or electronicall y
generated billing statement in accordance with standard industry practice within ninety (90) day s
following provision of Covered Services .
6 .3
Timing of Compensation .Group shall process claims and remit all payment s
due to Hospital within thirty (30) calendar days following Group's receipt of claims fro m
Hospital, or within such shorter period as may be required in accordance with applicable Laws .
6 .4
Non-Billing of Member ; Surcharges Prohibited .Except for any Copayment s
authorized under a Member's Evidence of Coverage, Hospital shall not under any circumstances ,
including without limitation, breach of this Agreement, bill, charge, collect a deposit from, o r
attempt to bill, charge, collect or receive any form of Surcharge, payment, compensation o r
reimbursement from, or have any recourse against any Member for Covered Services provide d
under this Agreement, and Hospital shall not attempt to seek reimbursement from Members o r
the State of California . Hospital shall not maintain any action at law or equity against a Membe r
or the State of California to collect sums owed to Hospital by Group or Plans . The requirement s
under this section shall survive termination of this Agreement .
6 .5
Patient Payment Responsibility .Nothing in this Agreement shall disallo w
Hospital from billing a Member for provision of non-Covered Services . Hospital shall inform
SLO Fire Depart Ancillary Services Agreement .doc 7 01/10/2005
Member in writing that requested services are non-Covered and Member shall agree in writing t o
make payment to Hospital for provision of such non-Covered Services prior to the rendering o f
non-Covered Services .
6 .6
COB Obligations of Hospital and Group .Hospital and Group shall cooperat e
with each other for the proper determination of Coordination of Benefits ("COB")
responsibilities in accordance with applicable laws and regulations .
6 .7
Hospital Request for Capitation Deduction .In the event Group fails to make
timely payments to Hospital in accordance with Section 6 .3 above, Hospital shall have the righ t
to seek and obtain directly from the applicable Plan a deduction from Group's capitation i n
accordance with the Plan's capitation deduction policies and procedures . Nothing in thi s
provision shall limit Hospital's right to receive interest from Group on claims that are paid late i n
accordance with applicable Laws .
6 .8
Offset byHospital .In the event Group has not timely paid Hospital for Covere d
Services under this Agreement and Hospital have then in effect any other agreement with Grou p
pursuant to which payments are due to Group from Hospital, Hospital may offset any paymen t
due to Group under such other agreement in an amount equal to the payments past due fro m
Group to Hospital under this Agreement .
ARTICLE VII .
TERM AND TERMINATIO N
7 .1
Term .This Agreement shall commence on the Effective Date and shall continu e
until the Expiration Date, unless earlier terminated pursuant to this Article VI .
7.2
Immediate Termination .Upon the occurrence of any one or more of the
following events, Hospital or Group may terminate this Agreement by giving written notice o f
termination to the other Party, which termination shall be effective as of the date set forth in th e
written notice of termination by the terminating Party, or, if no date is set forth in the notice, th e
date the notice is delivered to the other Party :
(a)By a Party, if the other Party breaches any representation or warranty i n
this Agreement ;
(b)By a Party, if the insurance required to be maintained by the other Part y
under this Agreement is terminated, reduced below the minimum coverage requirements set forth
in this Agreement, not renewed or cancelled (whether by action of the insurance company or th e
Party) for any reason, and the other Party has not obtained replacement coverage as required b y
this Agreement prior to the effective date of such termination, reduction, non-renewal o r
cancellation ;
(c)By Party, if the other Party is excluded or suspended from participation i n
any federal or state health care program ; or
(d)By Hospital, in the event of Group's insolvency, filing of a petition i n
bankruptcy, making of a general assignment for the benefit of creditors, appointment of a
SLO Fire Depart Ancillary Services Agreement .doc 8 01/10/2005
receiver or trustee over its assets, or the initiating of dissolution, merger or sale of all or
substantially all of Group's assets .
7.3
Termination Upon Breach.In the event of a breach of this Agreement, the non-
breaching Party shall give notice to the breaching Party setting forth the nature of the breach an d
specifying the applicable cure period for such breach, which cure period shall not be less tha n
twenty (20) days . If the breaching Party fails to cure the breach to the satisfaction of the non -
breaching Party, this Agreement shall, without any additional action, terminate upon the last da y
of the cure period unless the non-breaching Party, in its sole and absolute discretion, extends th e
cure period by written notice to the breaching Party .
7 .4
Termination Without Cause.Either Party may terminate this Agreemen t
without cause, expense or penalty, effective ninety (90) days after written notice of termination i s
given to the other Party .
7 .5
Termination or Modification in the Event of Government Action .
(a)In the event of any Government Action (as defined below), the Partie s
shall, within ten (10) days after one Party gives written notification of such Government Actio n
to the other Party, meet and confer and negotiate in good faith to attempt to amend thi s
Agreement in order to comply with the Government Action .
(b)If the Parties, after good faith negotiations that shall not exceed thirty (30 )
days, are unable to mutually agree upon the amendments necessary to comply with th e
Government Action, or, alternatively, if either Party determines in good faith that complianc e
with the Government Action is impossible or infeasible, either Party may terminate thi s
Agreement effective ten (10) days after a written notice of termination is given to the other Party .
(c)For the purposes of this Section,"Government Action"shall mean an y
legislation, statute, law, regulation, rule or procedure passed, adopted or implemented by any
federal, state or local government or legislative body or any private agency, or any decision ,
finding, interpretation or action by any governmental or private agency, court or other third part y
which, in the opinion of counsel to either Party, as a result or consequence, in whole or in part, o f
the arrangement between the Parties set forth in this Agreement, if or when implemented, coul d
reasonably be expected to result in or present a material risk of any one or more of the following :
(i)revocation or threat of revocation of the status of any license ,
certification or accreditation granted to Hospital or any Affiliate ;
(ii)revocation or threat of revocation of the federal, state or local tax -
exempt status of Hospital, or any Affiliate, or their respective tax-exempt financial obligations ;
(iii)prohibition or restriction on the ability of Hospital or any Affiliat e
to issue tax-exempt bonds, certificates of participation or other tax-exempt financial obligations ;
(iv)violation by Hospital of, or threat of prosecution of Hospital under ,
42 U .S .C . Section 1320a-7b(b) (commonly referred to as the Anti-Kickback Law), 42 U .S .C .
Section 1395nn (commonly referred to as the Stark Law) or any comparable state law governing
SLO Fire Depart Ancillary Services Agreement .doc 9
01/10/2005
kickbacks, bribes, rebates or patient referrals if Group or any Group Physician referred patient s
to Hospital or any Affiliate ;
(v)violation by Hospital of, or threat of prosecution of Hospital under ,
any law, regulation, rule or procedure applicable to Hospital ;
(vi)prohibition of Hospital or any Affiliate from submitting claims o r
materially reducing the reimbursement received by Hospital or any Affiliate for service s
provided to patients referred by Group or any Group Physician ; o r
(vii)subjection of Hospital, Group or any Affiliate, or any of thei r
respective officers, directors, employees or agents, to civil action or criminal prosecution by an y
governmental authority or other person or entity or the imposition of any sanction (including any
excise tax penalty under Internal Revenue Code Section 4958), on the basis of their approval o f
or participation in this Agreement or performing their respective obligations under thi s
Agreement .
(d)
For the purposes of this Agreement,"Affiliate"shall mean any entity that,
directly or indirectly, controls, is controlled by, or is under common control with Hospital .
7.6
Effect of Termination or Expiration .
(a)Upon any termination or expiration of this Agreement all rights an d
obligations of the Parties shall cease except (i) those rights and obligations that have accrued an d
remain unsatisfied prior to the termination or expiration of this Agreement, and (ii) those right s
and obligations that expressly survive termination or expiration of this Agreement .
(b)Upon any termination or expiration of this Agreement, Hospital shal l
continue to provide Covered Services to any Member who is under the care or treatment o f
Hospital until such time that the Member no longer requires such Covered Services or unti l
Group or Plans transfer the medical care of Member to another provider . Following terminatio n
of the Agreement, Group and Plans shall reimburse Hospital for all continuing care Covere d
Services provided to Members at Hospital's usual and customary charges .
ARTICLE VIII .
GENERAL PROVISION S
8 .1
Amendment .This Agreement may be modified or amended only by mutua l
written agreement of the Parties . Any such modification or amendment must be in writing, date d
and signed by the Parties, and explicitly indicate that such writing modifies or amends thi s
Agreement .
8 .2
Assignment.Group may not assign any of its rights, interests, duties, o r
obligations under this Agreement without Hospital's prior written consent, which consent ma y
be given or withheld in Hospital's sole discretion . Any attempted or purported assignment b y
Group in violation of this Section shall be void. Hospital may, in its sole discretion, assign an y
or all of its rights, interests, duties, or obligations hereunder to any person or entity without th e
prior written consent of Group . However, if and to the extent required by DHS, any assignmen t
SLO Fire Depart Ancillary Services Agreement .doc 10 01/10/2005
of this Agreement that pertains to the provision of Covered Services to Medi-Cal managed car e
beneficiaries is void unless prior approval is obtained by DHS . Subject to the foregoing, thi s
Agreement shall be binding on and shall inure to the benefit of the Parties and their respectiv e
heirs, successors, assigns and representatives .
8.3
CHW as Representative for Hospital .For all purposes under this Agreement ,
CHW is authorized to act, and shall act, as the representative of and on behalf of Hospital .
8 .4
Compliance with Hospital Standards .
(a)Integrity Obligations .Group acknowledges that Hosptials operate under
the Corporate Integrity Program of CHW . Group shall comply with the CHW Corporat e
Integrity Program and any corporate integrity agreements to the extent they apply to thi s
Agreement or the obligations of Group under this Agreement . Group shall cooperate wit h
Hospital corporate compliance audits, reviews and investigations that relate to this Agreement ,
Group or the obligations of Group under this Agreement .
(b)Standards of Conduct .Group acknowledges that it has reviewed or wil l
review the CHW Standards of Conduct (the "Standards of Conduct"),a copy of which i s
available from Hospital's administration . Group shall comply with the Standards of Conduct t o
the extent they relate to the obligations of Group under this Agreement, or the busines s
relationships or dealings between Group and Hospital, any Affiliates or any of their respectiv e
directors, officers, employees, contractors, agents or suppliers of any kind .
8 .5 Compliance with DHS Standards .Hospital and Group shall comply with al l
rules, regulations, performance standards, policies and procedures, and all other requirement s
imposed by DHS .
8 .6 Compliance with Medicare+Choice Requirements .Group and Hospital shal l
abide by all of the requirements mandated by the federal BBA Amendments of 1997 regardin g
the provision of care to Medicare+Choice Members, attached hereto as Exhibit 8 .6 .
8 .7
Confidential Information .
(a)
"Confidential Information"means this Agreement and any informatio n
related to the past, current or proposed operations, business or strategic plans, financial
statements or reports, technology or services of Hospital or any Affiliate that Hospital disclose s
or otherwise makes available in any manner to Group or which Group know or have reason t o
know is confidential information of Hospital or any Affiliate ; whether such information i s
disclosed orally, visually or in writing, and whether or not bearing any legend or markin g
indicating that such information or data is confidential . By way of example, but not limitation ,
Confidential Information includes any and all know-how, processes, trade secrets, manuals ,
confidential reports, procedures and methods of Hospital, any Hospital patient's individuall y
identifiable health information (as defined under the Health Insurance Portability an d
Accountability Act of 1996, Public Law 104-191 and all rules and regulations promulgate d
thereunder ("HIPAA")),and any information, records and proceedings of Hospital and/or
Medical Staff committees, peer review bodies, quality committees and other committees o r
bodies charged with the evaluation and improvement of the quality of care . Confidentia l
SLO Fire Depart Ancillary Services Agreement .doc 11 01/10/2005
Information also includes proprietary or confidential information of any third party that may b e
in Hospital's or any Affiliate's possession .
(b)Confidential Information shall be and remain the sole property of
Hospital . Group shall not use any Confidential Information for any purpose not expressl y
permitted by this Agreement, or disclose the Confidential Information to any person or entit y
without the prior written consent of Hospital . Group shall protect the Confidential Informatio n
from unauthorized use, access, or disclosure in the same manner as Group protects its ow n
confidential or proprietary information of a similar nature and with no less than reasonable care .
(c)Group shall return to Hospital all Confidential Information and all copie s
thereof in Group's possession or control, and permanently erase all electronic copies of suc h
Confidential Information, promptly upon the written request of Hospital, or the termination o r
expiration of this Agreement . Group shall not copy, duplicate or reproduce any Confidentia l
Information without the prior written consent of Hospital .
(d)This Section 8 .7 shall survive the expiration or termination of thi s
Agreement .
8 .8 Counterparts .This Agreement may be executed in one or more counterparts ,
each of which shall be deemed to be an original, but all of which together shall constitute on e
and the same instrument .
8 .9
Dispute Resolution .In the event of any dispute, controversy, claim o r
disagreement arising out of or related to this Agreement or the acts or omissions of the Partie s
with respect to this Agreement (a "Dispute"),the Parties shall, as soon as reasonably practicabl e
after one Party gives written notice of a Dispute to the other Party (the "Dispute Notice"),meet
and confer in good faith regarding such Dispute at such time and place as mutually agreed upo n
by the Parties (the "Meet and Confer").The Meet and Confer shall be considered a settlemen t
negotiation for the purpose of all applicable Laws protecting statements, disclosures or conduc t
in such context, and any offer in compromise or other statements or conduct made at or in
connection with any Meet and Confer shall be protected under such Laws, including Californi a
Evidence Code Section 1152 . If any Dispute is not resolved to the mutual satisfaction of th e
Parties within ten (10) business days after delivery of the Dispute Notice (or such other period a s
may be mutually agreed upon by the Parties in writing), either Party may initiate litigation wit h
respect to such Dispute in any state or federal court located within the County in which th e
Hospital is located . Group hereby consents to the jurisdiction of any such court and to venu e
therein, waives any and all rights under the laws of any other state to object to jurisdiction withi n
the State, and consents to the service of process in any such action or proceedings, in addition t o
any other manner permitted by applicable Law, by compliance with the notices provision of this
Agreement . Group also waives the right to demand a jury in any action in which Hospital is a
party with respect to this Agreement . The Parties also waive the right to seek specifi c
performance or any other form of injunctive or equitable relief or remedy arising out of any
Dispute, except that such remedies may be utilized for purposes of enforcing these Sections : 8 .7
(Confidential Information), 8 .15 (HIPAA) and 8 .16 (Hospital's Books, Documents and Records )
of this Agreement . Except as expressly provided herein, upon any determination by a court or b y
an arbitrator that a Party has breached this Agreement or that the other Party has improperl y
terminated this Agreement, the other Party shall accept monetary damages, if any, as full an d
SLO Fire Depart Ancillary Services Agreement .doc 12 01/10/2005
complete relief and remedy, to the exclusion of specific performance, or any other form o f
injunctive or other equitable relief or remedy . This Section 8 .9 shall survive the expiration or
termination of this Agreement .
8 .10 EntireAgreement .This Agreement is the entire understanding and agreement o f
the Parties regarding its subject matter, and supersedes any prior oral or written agreements ,
representations, understandings or discussions among the Parties with respect to such subjec t
matter .
8 .11 Exhibits andAttachments .The attached exhibits and attachments, together wit h
all documents incorporated by reference in the exhibits and attachments, form an integral part o f
this Agreement and are incorporated by reference into this Agreement .
8 .12 Force Majeure .No Party shall be liable for nonperformance, defectiv e
performance or late performance of any of its obligations under this Agreement to the extent an d
for such periods of time as such nonperformance, defective performance or late performance i s
due to reasons outside such Party's control, including acts of God, war (declared or undeclared),
terrorism, action of any governmental authority, civil disturbances, riots, revolutions, vandalism ,
accidents, fire, floods, explosions, sabotage, nuclear incidents, lightning, weather, earthquakes ,
storms, sinkholes, epidemics, failure of transportation infrastructure, disruption of publi c
utilities, supply chain interruptions, information system interruptions or failures, breakdown o f
machinery or strikes (or similar nonperformance, defective performance or late performance o f
employees, suppliers or subcontractors); provided, however, that in any such event, each Part y
shall use its good faith efforts to perform its duties and obligations under this Agreement.
8 .13 Governing Law .This Agreement shall be interpreted and enforced i n
accordance with the internal laws, and not the law of conflicts, of the State .
8 .14 Headings .The headings in this Agreement are intended solely for convenienc e
of reference and shall be given no effect in the construction or interpretation of this Agreement .
8 .15 HIPAA.Group acknowledges that it is a separate "Covered Entity"as such term
is defined under HIPAA . As a Covered Entity separate from Hospital, Group shall implement al l
necessary policies, procedures, and training to comply with HIPAA and other Laws applicable t o
the use, maintenance, and disclosure of patient-related information .
8 .16 Hospital Books, Documents and Records .
(a)
Hospital shall provide access at all reasonable times to and make availabl e
for inspection, examination, or copying all books, records, and documents as required by Group ,
Plans, DHS, CMS, DMHC and all other appropriate state and federal governmental Hospital i n
regard to this Agreement ; Covered Services provided to Members, and to the cost thereof; to th e
amount of any payments received from Members or from others on Members' behalf ; and to
financial condition of Hospital . Hospital shall retain such books, records, and documents for at
least four (4) years from date that Covered Services are provided . The obligations of this section
shall survive termination of this Agreement .
SLO Fire Depart Ancillary Services Agreement .doc 13 01/10/2005
(b)
To the extent required by applicable Law, Hospital shall make available ,
upon written request from Group, the Secretary of Health and Human Services, the Comptroller
General of the United States, or any other duly authorized agent or representative, thi s
Agreement, and Hospital's books, documents and records . Hospital shall preserve and make
available such books, documents and records for a period of four (4) years after the end of the
term of this Agreement . If Hospital are requested to disclose books, documents or record s
pursuant to this Section for any purpose, Hospital shall notify Group of the nature and scope o f
such request, and shall make available, upon written request of Group, all such books, document s
or records .
8 .17 Medi-Cal Managed Care Nondiscrimination Clause .During the performanc e
of this Agreement, Hospital and Group will not unlawfully discriminate, harass, or allow
harassment, against any employee or applicant for employment because of sex, race, color,
ancestry, religious creed, national origin, physical disability (including HIV and AIDS), menta l
disability, medical condition (including cancer), age (over 40), marital status, and denial o f
family leave . Hospital and Group will insure that the evaluation and treatment of thei r
employees and applicants for employment are free from discrimination and harassment .
Hospital and Group will comply with the provisions of the Fair Employment and Housing Ac t
(California Government Code, Section 12900 et . seq .) and applicable regulations promulgate d
thereunder (California Code of Regulations, Title 2, Section 7285 .0 et seq .). The applicabl e
regulations of the Fair Employment and Housing Commission implementing Government Code ,
Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of
Regulations as incorporated into this Agreement by reference and made a part hereof as if se t
forth in full . Hospital and Group will give notice of its obligations under this clause to labo r
organizations with which it has a collective bargaining or other agreement .
8 .18 Meaningof Certain Words .Wherever the context may require, any pronoun s
used in this Agreement shall include the corresponding masculine, feminine, or neuter forms, and
the singular form of nouns shall include the plural and vice versa . Unless otherwise specified ,
"days" shall be considered "calendar days" and "months" shall be considered "calendar months "
in this Agreement and its exhibits and attachments .
8 .19 Non-Discrimination .Hospital and Group shall not differentiate or discriminat e
in the provision of Covered Services on the basis of race, color, creed, national origin, ancestry,
religion, sex, marital status, sexual orientation, age, medical condition, medical history, genetics ,
disability, health status, evidence of insurability, or claims history, in violation of any applicabl e
Law .
8 .20 NoThird Party Beneficiary Rights .This Agreement shall not confer or b e
construed to confer any rights or benefits to any person or entity other than the Parties .
8 .21 Notices .All notices or communications required or permitted under thi s
Agreement shall be given in writing and shall be delivered to the Party to whom notice is to b e
given either (a) by personal delivery (in which case such notice shall be deemed given on th e
date of delivery), (b) by next business day courier service (e .g ., Federal Express, UPS or othe r
similar service) (in which case such notice shall be deemed given on the business day followin g
date of deposit with the courier service), or (c) by United States mail, first class, postage prepaid ,
registered or certified, return receipt requested (in which case such notice shall be deemed give n
SLO Fire Depart Ancillary Services Agreement.doc 14 01/10/2005
on the third (3rd) day following the date of deposit with the United States Postal Service).
Notice shall be delivered or sent to the Party's address indicated in Article I, or such othe r
address as provided by a Party, from time to time, pursuant to this Section .
8 .22 Representations .Each Party represents with respect to itself that (a) n o
representation or promise not expressly contained in this Agreement has been made by the othe r
Party or by the other Party's agents, employees, representatives or attorneys ; (b) this Agreemen t
is not being entered into on the basis of, or in reliance on, any promise or representation,
expressed or implied, other than such as are set forth expressly in this Agreement ; and (c) such
Party has been represented by legal counsel of Party's own choice or has elected not to b e
represented by legal counsel in this matter .
8 .23 Severability.Subject to Section 6 .5, if any provision of this Agreement, in whol e
or in part, or the application of any provision, in whole or in part, is determined to be illegal ,
invalid or unenforceable by a court of competent jurisdiction, such provision, or part of such
provision, shall be severed from this Agreement . The illegality, invalidity or unenforceability o f
any provision, or part of any provision, of this Agreement shall not affect any other provisions of
this Agreement, which shall continue in full force and effect . Section 6 .5 shall control the effec t
of the illegality, invalidity or unenforceability of any provision as and to the extent suc h
provision or its application is subject to the terms and conditions thereof .
8 .24 Waiver .No delay or failure to require performance of any provision of thi s
Agreement shall constitute a waiver of the performance of such provision or any other instance .
Any waiver granted by a Party must be in writing, and shall apply solely to the specific instanc e
expressly stated . A waiver of any term or condition of this Agreement shall not be construed a s
a waiver of any other terms and conditions of this Agreement, nor shall any waiver constitute a
continuing waiver .
SIGNATURE PAGE AND EXHIBITS FOLLO W
SLO Fire Depart Ancillary Services Agreement .doc
15
01/10/2005
SIGNATURE PAG E
IN WITNESS WHEREOF, the parties hereto have caused this Ancillary Service s
Agreement to be executed by their duly authorized representatives effective as of the Effectiv e
Date .
"Hospital"
"Group"
Catholic Healthcare West, doing
City of San Luis Obispo
Cente r
By : By : (Utu-N.e+~cfr
Nam-'Su- Andersen Name :Ken Ham an
Title :Chief Financial Officer
Title :City Administrative Officer
Date :
APPROVED AS TO FORM :
c
P LOWELL
City Attorney
Date : 1/(,fo'
SLO Fire Depart Ancillary Services Agreement .doc 16
01/10/2005
Exhibit 3 .2
Local Initiative Requirement s
Hospital agrees to comply with the following requirements of the Local Initiative and to
include such provision in all agreements between Hospital and its subcontractors from whic h
Hospital obtains usual or frequently used health care services on behalf of Members .
1.
Provision of Health Care Services .Hospital shall furnish to Members thos e
services which Hospital is authorized to provide under this Agreement, consistent with the scop e
of Hospital's licenses, certifications or accreditations, and in accordance with professionall y
recognized standards . Hospital shall provide services to Members in accordance with, and shal l
otherwise comply with, all of the provisions of the Service Agreement between Plan and Loca l
Initiative ("Plan Contract").
2.
Quality Assurance/Improvement Programs .Hospital shall cooperate and comply
with and participate in the quality assurance/improvement programs established (or amende d
from time to time) by Local Initiative and by Plan, and approved by DHS and DMHC . In
furtherance thereof, Hospital shall cooperate and participate in Local Initiative's monitoring an d
evaluation activities and shall, if requested by Local Initiative through Plan, serve on Loca l
Initiative quality improvement subcommittees .
3.
Local Initiative Member and Provider Grievance/Appeal Procedure .Hospital
shall cooperate and comply with the grievance and appeal procedures for review of Plan Membe r
clinical and non-clinical grievances and provider grievances as established (or amended fro m
time to time) by Local Initiative and by Plan and approved by DHS and DMHC .
4.
Utilization Management Program .Hospital shall cooperate and comply with an d
participate in the utilization management programs established (or amended from time to time )
by Local Initiative and by Plan and approved by DHS and DMHC .
5.
Excluded Service Linkages : Case Management .Hospital shall cooperate an d
comply with the policies and procedures developed by Local Initiative and Plan with respect t o
required referr al and linkage systems for mental health, dental, California Children's Services ,
family planning, Indian health services, and Department of Public Health Services and any othe r
community health or excluded services in accordance the requirements of DHS (as delineated i n
the Detailed Design Application and Medi-Cal Agreement governing the Local Initiative Medi-
Cal Program). Hospital shall take such actions as necessary to ensure appropriate cas e
management and continuity of care between the Member's Primary Care Physicians and th e
local health departments or other Hospital to which Plan Member may be referred .
6.Cultural/Linguistic Training Programs .Hospital shall participate in and comply with
the performance standards, policies, procedures and programs established from time to time b y
Local Initiative and Plan with respect to cultural and linguistic services including, withou t
limitation, attending training programs, and collecting and furnishing cultural and linguistic dat a
to Local Initiative and Plan .
Exhibit 3 .2-1
Ancillary Services Agreement Template — 9/10/04
7.Performance Standards .Hospital shall comply with all performance standards ,
policies and procedures as may be adopted or amended from time to time by Local Initiative, in
accordance with the Local Initiative Plan Contract, or as may be required by DMHC or DHS .
8.
Sanctions .In the event Local Initiative finds Hospital non-compliant with Local
Initiative, DHS or DMHC performance standards, Local Initiative shall have the power an d
authority to impose sanctions upon Hospital in accordance with, and subject to all appeal rights
under the Local Initiative Sanction policies and procedures as implemented from time to time b y
Local Initiative
9.Disciplinary Action and Termination .Hospital acknowledges and agrees that ,
under the Plan Contract, Local Initiative has the right to require Plan to suspend treatment o f
enrollees by Hospital, to transfer Members from Hospital or require Plan to terminate Hospital
from the Local Initiative Medi-Cal Plan at any time, subject to such review or appeal right as
may be provided pursuant to the Plan Contract, as amended from time to time .
10.Information .Hospital shall promptly provide Plan with financial, capacity an d
encounter data or other information, reports, documents or forms as may be required to enabl e
Plan to fulfill its reporting and other obligations under the Local Initiative Plan Contract or a s
otherwise, required for purposes of compliance with the Knox-Keene Act, Medi-Cal laws and
regulations, the DHS Detailed Design Application, or Medi-Cal Agreement .
11.
Provider Contract/Plan Contract .Nothing set forth herein shall be deemed t o
amend, interpret, construe or otherwise affect in any way the Plan Contract, as amended fro m
time to time . To the extent that there are any inconsistencies or contraindications between thi s
Agreement and the Plan Contact, the terms and provisions of the Plan Contract shall prevail an d
control .
12.
Third Party Beneficiary .CHW Hospital and Hospital acknowledge and agree that
the Local Initiative is intended to be benefited by, and shall have the right of a third party
beneficiary under this Agreement.
13.
Cooperation .Hospital shall use its best efforts to maintain a cooperative workin g
relationship to ensure smooth operation of the Local Initiative Medi-Cal Plan . The parties hereto
shall, at any time before, at or after the execution of this Agreement, sign and deliver (or caus e
others to do so) all such documents and instruments, and do or cause to be done all such acts an d
things, and provide or cause to be provided all such information and approvals as may b e
reasonably necessary to carry out the provisions of this Agreement .
14.
Assignment .To the extent required by DHS, any assignment or delegation of this
Agreement shall be void unless prior written approval is obtained from DHS .
SLO Fire Depart Ancillary Services Agreement .doc 2 01/10/2005
r .
Exhibit 6.1
Covered Services and Rate s
Covered Services
Hospital will provide the Facility Component only for the following services :
1 .Baseline Collection Service $140 .0 0
to include :
CB C
UA
CMP
Lipid Panel
PS A
Spirometry Scree n
Hearing tes t
2 .Physical Exam $90 .0 0
3 .Comprehensive Evaluation
to include :
Cardio-Pulmonary Stress Test
$645 .00
Please note : All professional fees we be billed separately by physicians performing th e
services .
Exhibit 6 .1-1
Ancillary Services Agreement Template — 9/10/0 4
Exhibit 8 .5
Medicare+Choice Requirements
Definition s
1 .1 . Downstream Entity means all entities or individuals below the level of the First Tier Entit y
(e .g ., individual providers that contract with an IPA or Administrative Service Entities),
typically referred to as subcontractors, related entities, and management companies .
Downstream Entity shall also be referred to as Provider in this Addendum .
1 .2 .
Enrollee means a Member .
1 .3 . First Tier Entity means the first level of contractor with the Health Plan (e .g ., Individual
Practice Association (IPA) or Physician Hospital Association (PHO)) who or which has a
direct contract with Health Plan .
1 .4 . Health Care Financing Administration (HCFA)means the agency within the Departmen t
of Health and Human Services that administers the Medicare Program .
1 .5 . Medicare+Choice (M+C) Organization or M+CO means a Health Plan or Provide r
Sponsored Organization who has entered into an agreement with the HCFA to provid e
Medicare beneficiaries with health care options .
1 .6 . Member means an individual who has enrolled in or elected coverage through a M+C
Organization . A Member is also known as an Enrollee .
1 .7 . Provider means a Downstream Entity for the purposes of this Addendum .
1 .8 .
Subscriber means a Member.
Provider agrees :
2.To safeguard Member privacy and confidentiality and assure accuracy of Member healt h
records .
3.To pay claims promptly according to HCFA standards and comply with all paymen t
provisions of state and federal law . HCFA requires non-contracted provider claims to b e
paid within thirty (30) days of receipt and contracted provider claims to be paid within sixty
(60) days of receipt.
4.To hold harmless and protect Members from incurring financial liabilities that are the lega l
obligation of the M+CO or capitated provider organization . In no event, including but no t
limited to, nonpayment or breach of an agreement by the M+C Organization, First Tie r
Entity, or intermediary, shall Provider bill, charge, collect a deposit from or receive othe r
Exhibit 8 .5-1
Ancillary Services Agreement Template —9/10/04
compensation or remuneration from a Member . Provider shall not take any recourse agains t
the Member, or a person acting on behalf of the Member, for services provided . This
provision also does not prohibit collection of applicable coinsurance, deductibles, o r
copayments, as specified in the Evidence of Coverage . This provision also does not prohibi t
collection of fees for non-covered services, provided the Member was informed in advanc e
of the cost and elected to have non-covered services rendered .
5 .
Accountability
a.that First Tier and Downstream Entities must comply with Medicare laws, regulations ,
and HCFA instructions (422 .502 (i)(4)(v)) and agree to audits and inspections by HCFA and/o r
its designee and to cooperate, assist and provide information as requested, and maintain records a
minimum of 6 years .
b.that the M+CO oversees and is accountable to HCFA for any functions an d
responsibilities described in the M+CO regulations (422 .502(i)(3) (ii) (A)); and
c.that M+COs that choose to delegate functions must adhere to the delegatio n
requirements in the M+CO regulations (422 .502(i)(3)(iii); 422 .502(i) (4)).
6 .
To comply with M+CO's policies and procedures .
Exhibit 8 .5-2
Ancillary Services Agreement Template — 9/10/04