HomeMy WebLinkAbout20060602.tiff AGREEMENT
THIS AGREEMENT is entered into by APS HEALTHCARE NORTHWEST, INC., a
Montana corporation of 3011 Palmer, Missoula, Montana 59808 (APS) and Weld County of 915 10`h
Street, Greeley, CO, 80632 .
RECITALS :
A. Employer wishes to provide a program of services for its employees and their dependents.
B. Among its business activities, APS organizes, operates, and evaluates such programs for
employers.
NOW, THEREFORE, in consideration of the following mutual covenants, conditions,
representations, and promises, APS and Employer agree as follows:
1. Employer's Program. APS agrees to provide such program to Employer consisting of
the services defined in this Agreement and the attached Exhibits.
2. Scope of Services. APS shall provide services to the Employer's eligible employees and
dependents. Services are outlined in Exhibit A, "Scope of Services."
3. Area of Service. APS shall furnish services to designated employees and dependents in
the geographic service area(s) specified in Exhibit B, "Scope of Coverage, Rates, and Payments."
4. Optional Services and Fees. Employer may request any of the services listed in Exhibit
C, "Optional Services and Fees," on a fee for service basis.
5. Special Provisions. Exhibit D, "Special Provisions" contains specially negotiated
provisions which are controlling for purposes of this Agreement. If any of the contents of this
Agreement are inconsistent with the provisions of Exhibit D, Exhibit D shall be controlling because it
contains specifically negotiated terms.
6. Payment and Notification. Employer agrees to pay APS such sums, at such times, and
under such conditions as set forth in Exhibit B, "Scope of Coverage, Rates and Payments." All
payments due to APS and notifications between the parties as required by this Agreement shall be
remitted to the address shown in the signature section on page 4 of this Agreement. Notifications shall
be by certified mail.
Employer agrees to pay interest at the rate of 1.0%per month on all amounts not paid
within 30 days after the date of APS's invoice.
7. Term. The term of this Agreement shall commence on the 1st day of January, 2006 and
shall remain in full force and effect for three (3) years, unless a different expiration date is specified in
Exhibit D, "Special Provisions", subject to earlier termination as provided herein. This Agreement
Page 1 of 4 "EeO021
C(J-Y\`;ut± 2006-0602
31 I7L'o
shall automatically renew for two (2) successive one-year terms, unless canceled by either party upon at
least 60 days' written notice. The automatic renewal terms may include a rate adjustment for each
successive term. The number of employees covered, rates, and payment provisions agreed to by the
parties are outlined in Exhibit B, "Scope of Coverage, Rates, and Payments."
8. Exhibits Incorporated Into Agreement. Attached to and by this reference incorporated
into and made part of this Agreement are the following exhibits:
Exhibit A- Scope of Services
Exhibit B - Scope of Coverage, Rates, and Payments
Exhibit C - Optional Services and Fees
Exhibit D - Special Provisions
9. . General Provisions.
(a) Professional Qualifications. Services pursuant to this Agreement shall be provided by
qualified, clinical professionals able to perform their assignments without conflict of interest. APS, in
its sole discretion, shall provide such professional services either from its employees or by retaining
qualified professionals as independent contractors to provide services under this Agreement. If
independent contractors are utilized, APS shall nevertheless be solely responsible for ensuring that
services are provided by such independent contractors as required by this Agreement.
(b) Legal Compliance. APS shall be required to obtain, at its sole expense, all necessary
licenses and permits. Both APS and Employer agree to comply with all applicable local, state, and
federal laws, rules, and regulations prohibiting discrimination or otherwise regulating the terms and
conditions of employment.
(c) Confidentiality. Employer agrees that all participation by its employees and their
dependents in programs hereunder is confidential. APS shall not disclose to Employer any information
with respect to program participants obtained by APS pursuant to their participation in programs
hereunder, except with the written consent of those participants or as required by law. APS shall have
exclusive control over the direction and guidance of the professionals rendering services under this
Agreement. APS agrees to keep confidential all Employer information obtained in the course of
delivering services.
(d) Employer's Rights Respecting Employees. In entering into this Agreement, Employer
is not relinquishing any of its rights and obligations to control any aspects of the employment
relationship between Employer and participants in programs hereunder. APS agrees that the programs it
provides for Employer hereunder will not be made available as a sanctuary of disciplinary immunity for
employees of Employer. Employer agrees that APS shall bear no responsibility with respect to
Employer's decisions or actions concerning discipline or termination of its employees.
(e) APS Proprietary Data and Materials. Employer agrees that all publications furnished
by APS pursuant to this Agreement shall remain APS's sole property and Employer will do nothing to
interfere with or appropriate APS's proprietary rights therein. At the termination of this Agreement,
Employer agrees to return all such materials remaining unused to APS. Further, Employer agrees that it
will not appropriate for its own use the systems or knowledge acquired from APS hereunder. Employer
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agrees to keep confidential and not to disclose to any such person or entity, except the employees of
Employer and others entitled to such disclosure by law, the information and/or management reports or
systems utilized by APS in discharging its responsibilities.
(f) Employer's Obligations. Employer agrees to cooperate with APS as necessary for APS
to perform under this Agreement including, at a minimum, distributing promotional literature provided
by APS to employees and their family members and providing an individual to act as a liaison.
(g) Status of the Parties. APS and Employer agree that APS is an independent contractor
and, except as otherwise provided in this Agreement or its exhibits, neither is the agent of the other, nor
is either authorized to act on behalf of the other in any manner. APS shall be required, at its sole
expense, to provide all supplies, equipment, and personnel necessary for its performance as required
herein.
10. Indemnity and Insurance.
(a) APS and Employer shall each indemnify and hold the other harmless from damages (as
defined in subparagraph 10b below) suffered by any party to the extent that such damages are based
upon the acts or omissions of the indemnifying party, its employees and/or agents.
(b) For purposes of this paragraph 10, "damages" shall mean the liability, expressed in
monetary terms, which a party becomes obligated to pay to a third party, whether by judgment,
arbitration, settlement, or otherwise,plus the costs and expenses (including reasonable attorney's fees)
incurred by that party in defending itself from such claim.
(c) APS agrees to obtain and maintain during the term of this Agreement the following
insurance: (i) comprehensive general liability at a minimum amount of$1,000,000 per occurrence and
$2,000,000 in the aggregate; and (ii) professional liability insurance at a minimum amount of$1,000,000
per occurrence and $3,000,000 in the aggregate.
(d) If either party finds it necessary to institute legal proceedings to protect or enforce any
rights hereunder, the prevailing party shall be entitled to recover from the other party reasonable
attorney's fees and costs, plus all other reasonable expense necessarily incurred in any such proceedings.
11. Termination: Either party may terminate this Agreement without cause upon giving the
other party sixty(60) days' written notice specifying the effective date of such termination.
12. Procedures upon Termination:
(a) Generally. Upon termination of this Agreement, APS shall deliver to Employer final
reports of Employer's program hereunder. Employer shall deliver to APS all unused proprietary
materials. The confidentiality and nondisclosure provisions of this Agreement shall survive termination
and shall remain binding upon each party. Employer shall pay APS for fees earned on a pro-rata basis
for all services provided prior to termination. APS shall refund fees prepaid by Employer on a pro-rata
basis applicable to post-termination periods.
(b) Existing Clients. Employer acknowledges that at the time of termination, some of its
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employees or their dependents may be active cases receiving services from APS and it may be unethical
and/or illegal to terminate such services without providing further treatment for such clients. Prior to the
termination date, APS shall furnish Employer with a list of the number of active cases which fall into
this category, together with certification that it has examined the nature of the active cases and that
further treatment is recommended. Employer shall allow APS to continue to provide such services on
reasonable payment terms acceptable to APS or to make other clinically acceptable arrangements for
continued services.
13. Assignment. Neither party may assign its rights or delegate its duties hereunder without
the prior written consent of the other, provided, however, that either party may make such an assignment
or delegation to a subsidiary or parent entity, as long as such assignment or delegation does not result in
a material change in the non-assigning party's rights and/or duties.
14. Entire Agreement. This Agreement, including all exhibits, contains all of the terms and
conditions of the agreement between APS and Employer. There are no representations or
understandings except as contained herein. This Agreement may only be changed by a written
instrument signed by both parties.
15. Governing Law. This Agreement has been entered into between the parties in Montana
and, unless the parties specify a different jurisdiction in Exhibit D, "Special Provisions," the laws of
such state shall govern its interpretation and enforcement.
16. Arbitration. The parties agree to meet and confer in good faith to resolve any problems
or disputes that may arise under this Agreement. Any controversy or claim arising from or relating to
this Agreement that cannot be amicably resolved shall be settled by arbitration in accordance with the
rules of the American Arbitration Association under its Commercial Arbitration Rules, and judgment
upon the award rendered may be entered in any court having jurisdiction thereof.
AP � O T T
By r Date: 5//51kG
Name: Raymond Mitchell /
Title: Senior Vice President, EAP Services
8403 Colesville Road, Suite 1600
Silver Springs, MD 20910
EMPLOYERS
By �� 4 ti Date: ynr-rh 1 7cw
Name: M. J. Geile
Title: Chair, Board of Weld Co. Commissioners
Address: 915 10th Street
Greeley, CO 80631
Tel. # 970-356-4000
Fax # 970-352-0242
Page 4 of 4
EXHIBIT A
SCOPE OF SERVICES
1. EAP General Program Services
Employer wishes to provide an Employee Assistance Program (EAP) for its employees through which
employees and their dependents are able to obtain appropriate and necessary care for problems they may
suffer, and for such other personal problems as may interfere with their productivity and general well-
being.
APS agrees to provide such program to the Employer and consists of the following services:
a) Three (3) counseling sessions including an initial evaluation to identify problems, with follow-up
contact as deemed appropriate by the counselor. APS agrees to provide a maximum of counseling
sessions (hours) per incident per year for each eligible employee and their family members. A counselor
may deem it necessary to hold longer sessions to facilitate the needs of the client. If session length is
extended, the number of sessions are reduced to equal a maximum of counseling hours.
b) A plan of assistance, including referral to outside agencies, for employees and their dependents
who seek assistance through the EAP. Dependents, also referred to as eligible family members, are
those individuals living with the employee or eligible for coverage under the employee's health
insurance policy maintained through the Employer. Fees incurred by any employee or family member at
agencies other than APS are not included in the EAP coverage and are the full responsibility of the
employee or eligible family member.
c) Twenty-four hour, seven-day per week, toll-free telephone crisis counseling.
d) Standard Utilization Reports submitted regularly(as specified in 2 b) of this Exhibit). The
reports will not indicate the names of employees using the service. The frequency of reporting is
specified below.
e) Promotion of the EAP by making the following available:
(1) Initial orientation for employees and supervisors, and annually thereafter as requested by
Employer;
(2) Employee brochures and/or wallet cards distributed at orientation sessions;
(3) Supervisor manuals provided for distribution;
(4) EAP promotional materials provided to Employer for distribution to the employee's
family(promotional materials may be in the form of electronic payroll inserts,
newsletters, or brochures);
(5) One Topical Training Session, one hour in duration, if requested by Employer;
(6) Posters displaying a toll-free hotline telephone number to reach an EAP counselor 24
hours per day;
(7) Additional services which the parties may agree to as outlined below.
Exhibit A - Page 5
f) Optional Services provided on a fee-for-service basis at the request of the Employer. Optional
Services and Fees are shown in Exhibit C, "Optional Services and Fees."
2. EAP Program Services Specific to Employer
APS and Employer agree to the following stipulations as to level of service:
a) Number of Sessions
APS and Employer agree to provide a maximum of 3 counseling sessions (hours) per incident per
year for employees and their dependents.
b) Standard Utilization Reports
APS will provide Employer with Standard Utilization Reports at least on a regular basis which
shall be X quarterly. Occasionally, Employer may request special (non-standard) reports from APS.
The formats, frequency, and price for the custom reports are specified in Exhibit D, "Special
Provisions."
Exhibit A - Page 6
EXHIBIT B
SCOPE OF COVERAGE, RATES AND PAYMENTS
1) Number of Employees Covered
Employer agrees to provide MS with a detailed list of employees and their geographic area of
employment at the inception of the Agreement. APS shall provide services pursuant to this Agreement
to all employees in the geographic areas to which both parties agree as indicated below or in the
attachment if the below space is not adequate:
Employee Location Employee Count
Total 1150
Unless other arrangements are made by Employer and APS, Employer agrees to quarterly provide
APS with an accurate and updated number of employees and their locations for the purpose of
calculating fees owed to APS. These counts and locations shall be provided to MS by mail or facsimile
15 days prior to the end of the billing cycle. The updated number of eligible employees will be indicated
on the next month's invoice.
2) Rates
01/01/2006- 12/31/2006 $1.36
01/01/2007- 12/31/2007 $1.36
01/01/2008- 12/31/2008 to be re-evaluated
Employer shall compensate MS at a rate of$1.36 per employee per month for services provided
by MS which are included in the Agreement. The rate will increase by 4% on each anniversary of the
inception date shown on page 1 of this Agreement, unless other terms are agreed to in writing by both
parties at the time of renewal. Optional Services shown in Exhibit C will be provided at MS's current
rate during any renewal term of this agreement. The parties agree that the rate is firm and not subject to
any refunds, rebates, or other changes unless agreed to in writing and specified in Exhibit D,"Special
Provisions."
3) Payments
Employer will pay MS on a monthly basis in advance of the service period.
Exhibit B - Page 7
EXHIBIT C
OPTIONAL SERVICES AND FEES
Services Description Fees Expenses
Topical Topical Training, also called"Brown Bag $150 per hour of travel and
Training Lunch"Programs, are brief(typically one-hour) training. expenses
introductions to relevant and timely topics. The included
employer may select from a list of topics or $45 per hour of
request a custom-developed program. Training is custom program
held in the workplace or at a specified site. development
CISD Critical Incident/Stress Debriefing $250 per hour travel and
per staff person expenses
included
DoT $700 per
Substance evaluation
Abuse
Evaluations
Conflict $150 per session travel and
Resolution hour expenses
incurred
Customized Employer may desire to add Employer's name incremental cost
literature and and/or logo to APS's literature and promotional to APS plus 10%
promotional items or may desire to create custom literature admin. fee
items and promotional items.
Exhibit C - Page 8
EXHIBIT D
SPECIAL PROVISIONS
Notwithstanding any stated provision of the main Agreement, the parties have negotiated and
agreed to the following special provisions.
APS will provide the following additional services to Employer:
None
NON-APPROPRIATION CLAUSE:
Due to State of Colorado Constitutional provisions prohibiting contractual
commitments beyond one budget year services per this agreement beyond December
31, 2006, are conditional upon the Board of Weld County Commissioners
appropriating funds for the purposes of this contract. In the event that funds are
not appropriated for the purposes of this contract, and Weld County has not
appropriate funds for like services from another provider, then this contract shall
be nil and void on the first day of the fiscal year where funds are not appropriated.
Exhibit D -Page 9
EXHIBIT E
BUSINESS ASSOCIATE AGREEMENT
This addendum is by and between APS Healthcare Northwest, Inc. ("APS") and Weld County
("Customer"). The parties agree that the following clauses set forth in this Addendum shall be part of
the Master Agreement dated January 2006 between APS and Customer ("the Services Agreement").
Any conflicts or inconsistencies between the Services Agreement or any other addendum and this
Addendum shall be read and resolved in favor of this Addendum. The added clauses are as follows:
1. In rendering the services described herein, APS may create, receive from or transmit to Customer
individually identifiable health information pertaining to Customer's covered persons, which is
"protected health information" ("PHI") within the meaning of the regulations promulgated pursuant
to the Health Insurance Portability and Accountability Act ("HIPAA") and codifed at 45 CFR Part
160 and Part 164 (the "HIPAA Privacy Rule") as amended from time to time, and/or non-public
personal information within the meaning of the Gramm Leach Bliley Act and applicable state law
and/or regulations ("NPPI").
2. APS agrees not to use or disclose PHI or NPPI which has not been deidentified except: in
conjunction with the services described in the Services Agreement; as covered entities are permitted
by the HIPAA Privacy Rules; to provide data aggregation services related to the health care
operations of the Customer; to deidentify the PHI as is consistent with Section 164.514(b) of the
Privacy Rule; to fulfill APS's present or future legal responsibilities, or for APS's proper
management or administration. APS agrees to report to the Customer any use or disclosure of the
PHI or NPPI not provided for in this Section.
3. MS agrees to use appropriate safeguards to prevent the use or disclosure of PHI and NPPI which are
contrary to the uses or disclosures authorized herein.
4. APS agrees to enter into agreements imposing requirements equivalent to those set forth in this
Addendum on any agents or subcontractors utilized in providing the services set forth in the Services
Agreement who receive PHI or NPPI.
5. APS will make its internal practices, books, and records relating to the use and disclosure of PHI
received from, or created on behalf of, the Customer available to the Secretary of the Federal
Department of Health and Human Services for purposes of determining the Customer's compliance
with the HIPAA Privacy Regulation.
6. APS will, at termination of the Services Agreement, if feasible, return or destroy all PHI received
from, or created by MS on behalf of, the Customer which APS and/or its subcontractors or agents
still maintain in any form, and, if feasible, will not retain any copies of such information. If such
return or destruction is not feasible, APS will extend the protections of Sections 2-5 to the PHI and
limit further uses and disclosures to those purposes that make the return or destruction of the PHI
infeasible and cause its agents and subcontractors to do likewise.
7. Effective April 14, 2003, within twenty (20) days of a request by the Customer for access to PHI
Exhibit D -Page 10
about an individual contained in a Designated Record Set (as such Set is then defined by the HIPAA
regulations), APS shall make available to the Customer such PHI for so long as such information is
maintained in the Designated Record Set as set forth in 45 C.F.R. § 164.524. The Parties shall
cooperate with each other in developing methodologies to identify and/or summarize those portions
of the Designated Record Set that may be applicable to Customer's covered persons who agree to
receiving their PHI in such a manner. The Customer shall pay APS its reasonable copying costs in
preparing copies of such PHI for any and all of these purposes. In the event any of Customer's
covered persons request access to PHI directly from APS, APS shall, as soon as reasonably possible,
forward such request to Customer. Any responses to or denials of access to the PHI requested shall
be the responsibility of Customer.
8. Effective April 14, 2003, within forty-five (45) days of receipt of a request from the Customer for the
amendment of an individual's PHI or a record regarding an individual contained in a Designated
Record Set, APS shall, to the extent required by 45 C.F.R. § 164.526, incorporate any such
amendments to the PHI.
9. Effective April 14, 2003, within forty-five (45) days of receipt from the Customer of a request for
information necessary for the Customer to respond to a request for an accounting of disclosures
pertaining to an individual serviced pursuant to this Agreement, APS shall furnish the Customer
information as to those disclosures of PHI, if any, which are subject to the accounting provided for in
45 C.F.R. § 164.528.
10. Unless otherwise terminated as provided in Sections 11 and 12, this Addendum shall become
effective on the Effective Date and shall have a term that shall run concurrently with that of the
Services Agreement, and will automatically terminate without any further action of the Parties upon
the termination or expiration of the Services Agreement. In addition, however, certain provisions
and requirements of this Addendum shall survive its expiration or other termination in accordance
with Section 13 herein.
11. Termination by Customer. If Customer determines that APS has engaged in a pattern of activity
that constitutes a material breach of this Addendum, then Customer shall provide APS with written
notice of the existence of the alleged breach and shall provide APS with thirty (30) calendar days to
cure said breach. Failure by APS to cure said shall be grounds for immediate termination of the
Services Agreement by Customer, or Customer may judge that termination is not feasible and may
report the problem to the Secretary of Health and Human Services in lieu of termination.
12. Termination by APS. If APS determines that the Customer has engaged in a pattern of activity that
constitutes a material breach of this Addendum, then APS shall provide Customer with written
notice of the existence of the alleged breach and shall provide Customer with thirty (30) calendar
days to cure said breach. Failure by Customer to cure said breach shall be grounds for immediate
termination of the Services Agreement by APS.
13. Consent. Customer agrees to obtain any consent or authorization that may be required under the
Privacy Rule or state law prior to furnishing the PHI and NPPI to APS. Customer will not furnish
APS with PHI that is subject to any restrictions agreed to by Customer as provided for in Section
164.522 of the Privacy Rule or otherwise.
Exhibit E - Page 11
14. Interpretation. The terms and conditions of this Addendum shall be construed in light of any
applicable interpretation of and/or guidance on the HIPAA Privacy Rule issued by HHS or the Office
of Civil Rights from time to time. Except to the extent specified by this Addendum, all of the terms
and conditions of the Services Agreement shall be and remain in full force and effect.
15. Third Party Beneficiaries. Nothing in this Addendum shall be construed to create any third party
beneficiary rights in any person, including any provider, member or other individual covered by any
Customer plan.
16. This Addendum may be executed in any number of counterparts, each of which shall be deemed an
original. Facsimile copies thereof shall be deemed to be originals.
17. If any controversy, dispute or claim arises between the Parties with respect to this Addendum, the
Parties shall make good faith efforts to resolve such matters informally.
18. Neither Party shall be liable to the other party for any incidental, consequential or punitive damages
of any kind or nature, whether such liability is asserted on the basis of contract, tort (including
negligence or strict liability), or otherwise, even if the other Party has been advised of the possibility
of such loss or damages.
19. Sections 6, 7, 8, 9 and 18 shall survive the term of this Addendum.
INTENDING TO BE LEGALLY BOUND, the Parties hereto have duly executed this
Addendum.
APS He lth are Nor hw st, n . Customer
Signed: CIA �- t '/� Signed:
Print Name: Raymond Mitchell Print Name: M.J. Celle
Title: Senior Vice President, EAP Services Title:Chair, Board Weld Co. Commissioners
Date: 9/// ?Sze Date: Marrh 1 , 7Ofl
Exhibit E - Page 12
0 BOARD OF COUNTY COMMISSIONERS
PHONE: (970) 336-7204, Ext. 4200
r FAX: (970)
E2
915 10TH STREET
P.O. BOX 758
GREELEY, COLORADO 80632
I
COLORADO
February 10, 2010
Ms. Susan Baker
APS Healthcare
21 Governor's Court, Suite 100
Baltimore, MD 21244
RE: Weld County EAP
Contract#1185
•
Dear Susan:
I am writing to notify you that we wish to cancel our group EAP Contract#1185, effective May 1,
2010.
Please review our account and submit a final billing showing any credits and/or debits which
have accrued for the EAP coverage. If you have any questions, please contact our Broker/
Consultant, Masoud Shirazi at (970) 356-5151.
Thank you for your past service.
Very truly yours,
WELD COUNTY BOARD OF COMMISSIONERS
Douglas Rademacher, Chair
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