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EMPLOYER AGREEMENT
THIS AGREEMENT is entered into by and between City of Richmond, hereinafter
("Payer") and Gateway Contracting Services, LLC (hereinafter "Gateway").
WHEREAS, Gateway markets health care services to assist employers, insurance
companies, managed care plans, third party administrators and other groups or entities provide
efficient and cost-effective medical care benefits for their customers ("Payer(s)").
WHEREAS, Gateway has entered into Agreements with hospitals, outpatient surgical
centers, physicians, cardiac catheterization laboratories and other health care providers
("Participating Providers") for the provision of health care procedures ("Contracted
Procedures") to Covered Persons in a unique health care delivery product and quality
management system ("Program"); and
WHEREAS, Payer desires to offer its enrollees and their dependents ("Covered
Persons") the procedures and benefits of Gateway's Program, in accordance with Payer's benefit
plan ("Plan(s)") managed by the Administrator.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, it is agreed as follows:
I. DEFINITIONS
The following words or phrases shall have the meaning set forth below
1.1 Case Rate: The term "Case Rate" means an all-inclusive global fee for all
hospital, health care facility, and physician services which are provided to a
Covered Person for Covered Procedures.
1.2 Covered Person: The term "Covered Person" means any person eligible to
receive Covered Procedures.
1.3 Covered Procedures: The term "Covered Procedures" mean those
Professional, Hospital and Health care Facility Services, listed in Exhibit "A", for
which the Payer provides health benefits coverage.
1.4 Medically Necessary: "Medically Necessary" means that a health service (1) is
appropriate and consistent with the diagnosis and is consistent with accepted
medical standards; (2) is skilled care in nature; (3) as to institutional care, cannot
be provided in any other setting, such as a physician's office or the outpatient
department of a hospital or free-standing facility, without adversely affecting the
Covered Person's condition; (4) is required for the treatment of illness, injury,
diseased conditions, or impairment; (5) is not provided as a convenience to the
Covered Person or provider; (6) is not experimental, investigational, or unproven;
and (7) is not excessive in scope, duration, or intensity to provide safe, adequate,
and appropriate treatment to the Covered Person.
Contract No, 70_2004
1.5 Administrator: The term "Administrator" means any person, firm, corporation
or other entity that has entered into an agreement by the terms of which the
Administrator, on behalf of the Payer, will compensate Gateway for Contracted
Procedures rendered to Covered Persons in accordance with the terms and
conditions set forth in this Agreement. The Plan Administrator is not a Payer,
unless the employee benefit offering is a fully -insured product.
1.6 Participating Providers: "Participating Providers" mean those health care
providers who have entered into Health Care Services Marketing Agreements
with Gateway to provide Covered Persons with Medically Necessary, Covered
Procedures.
1.7 Payer: The term "Payer" means the employer, trust fund, insurer or legal entity
which has entered into an Agreement with Administrator to adjudicate and
reimburse claims according to the Plan and which has also entered into an
Agreement to access the Gateway Program. (Payers may elect to utilize Gateway
for any or all of the specialty types covered by this Agreement.)
1.8 Plan: The term "Plan" means the employee benefit plan offered to the
employees of the Company that participates in the Gateway Program.
1.9 Silent Network: A Health Benefits Plan which does not properly identify itself
to health care providers, facilities or members and is used in conjunction with
other benefit plans or programs to obtain discounts off charges. Proper
identification constitutes identification on the membership card, contract and
explanation of benefits.
II. RESPONSIBILITIES OF GATEWAY
2.1 Gateway Services: Gateway agrees to market the following activities:
2.1.1 Execute Agreements to market health care services of physicians,
hospitals, and other health care providers for the provision of the
Contracted Procedures contained within Exhibit "A" that is attached
hereto and incorporated herein.
2.1.2 Provide Payer with a directory of current Participating Providers and
notify Payer in a reasonable manner of all additions or deletions to the
Participating Provider directory.
2.1.3 Provide Payer with a schedule of fees for Covered Procedures provided to
Covered Persons. The current schedule of fees is contained within Exhibit
"B" which is attached hereto and incorporated herein.
2.1.4 Make reasonable effort to submit bills for Covered Procedures rendered to
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Covered Persons no later than sixty (60) days after each episode of care
included in a Case Rate.
2.1.5 Participate in and cooperate with a utilization review plan selected by
Payer and approved by Gateway, and require Participating Providers to
adhere to such a plan. It is anticipated that Precertification will be the
only requirement for Covered Procedures.
2.1.6 Provide Payer with utilization data and other reports mutually deemed
appropriate.
2.1.7 Notify Payer of any errors in claims or overpayments that the Program
may reasonably recover and assist Payer in recovery thereof in no case
will this occur more than ninety (90) days after the plan year end.
2.1.8 Use Protected Health Information (PHI) only as provided in this
Agreement and Exhibit "D" of this Agreement.
III. RESPONSIBILITIES OF PAYER
3.1 Payer Services: Payer agrees to perform the following services:
3.1.1 Offer the Program to all present and future employees where appropriate.
The terms and conditions of the Program are to be clearly delineated to
Payer's employees and their eligible dependents.
3.1.2 Consider all payment and program information provided by Gateway as
confidential and to refrain from using or disclosing such information for
any purpose other than those specifically approved by Gateway.
3.1.3 Present and discuss all concerns or issues regarding a Participating
Provider with Gateway and not the individual Participating Provider. This
Section 3.1.3 does not, in any way, interfere with the ability of the
Covered Person to discuss problems and issues concerning care provided
directly with the Participating Provider.
3.1.4 Provide Gateway with Plan data, claims data, employee enrollment
information, and those reports mutually agreed upon which are necessary
to carry out the terms of this Agreement, including effective dates and
termination dates. If for any reason Payer is unable to comply with the
terms of this Section 3.1.4, Payer shall provide a method of identifying
Covered Persons that is acceptable to Gateway.
3.1.5 Adhere to Gateway policies and operating procedures as from time to time
agreed upon by Gateway and Payer, including but not limited to those set
forth in Exhibit "C".
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3.1.6 Be bound to the participation and compensation terms outlined in this
agreement concerning Payers' obligation to compensate Gateway and/or
the Participating Providers for Covered Procedures furnished to Covered
Persons.
3.1.7 Payer agrees that it will not use the Gateway Program or Participating
Physicians in a Silent Program. Administrator further agrees it will
prohibit the marketing, sale or administration of benefits in which the
Gateway Program, Participating Physicians or Case Rates are offered in a
Silent Program; or, Gateway's Program and Case Rates are used by the
Administrator, on behalf of the Payer which does not access the Gateway
Program to negotiate reduced reimbursement with Participating Providers.
IV. COMPENSATION AND RENEGOTIATION OF CASE RATES
4.1 Covered Procedures: Payer shall compensate Gateway in accordance with the
schedule of charges agreed to and as contained in "Exhibit `B", as amended from
time to time. Gateway shall bill the Payer's Company for procedures consistent
with Article II. The obligation to reimburse Gateway for Covered Procedures
shall, at all times, rest with Payer.
4.2 Non -Plan Procedures: Payer shall compensate non -Participating Providers, in
accordance with the benefit plan, which may include physicians, hospitals and
ancillary service providers, who by arrangement with Gateway provide Medically
Necessary procedures to Covered Persons when those procedures are outside of
those contained within Exhibit "A".
4.3 Payment by Payer: Payer shall obligate Administrator to pay the full undisputed
substantiated amount due to Gateway on each bill, within thirty (30) days of
receipt by the Administrator. Payer acknowledges that this Agreement covers
only those procedures contained within Exhibit "A" and the condition of a
Covered Person may require medical treatment(s) in addition to those contained
within Exhibit "A". Such additional procedures and treatments will be provided
to the patient consistent with the professional judgment of the treating
physician(s) and shall not be covered by this Agreement. It is intended that the
Covered Persons will work with the treating physician, the hospital and the
Company to ensure compliance with the requirements of the Plan's managed care
program. Gateway will bill for Contracted Procedures provided to Covered
Persons only when such Contracted Procedures and Covered Persons are included
on Payer's lists of the same required under Section 3.1.5 above.
4.4 Renegotiation of Case Rates:
4.4.1 The Case Rate fees for Contracted Procedures set out in Exhibit `B" will
remain the same for a three (3) year period, from the Case Rate effective
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date noted on the pricing chart for each region, unless otherwise noted.
4.4.2 After the end of the initial three (3) year period, either party may give
notice of its desire to renegotiate the Case Rates fees due Gateway by
providing thirty (30) days written notice. In the event the parties do not
reach agreement thirty (30) days prior to expiration of the term, the
Agreement shall not renew and shall terminate upon expiration of the
term.
4.4.3 If during the term of this Agreement, changes in technology and/or coding
of medical procedure are adopted nationally, and the pricing of procedures
subsequently increases or decreases because of the technology changes/or
coding changes, Gateway may give notice of its intent to alter the case
rates with thirty (30) days written notice. In the event that Administrator
does not agree to the changes in case rates, Administrator may terminate
this agreement with fifteen (15) days written notice to Gateway.
V. COORDINATION OF BENEFITS
5.1 Cooperation concerning Other Party Liability: Upon notice and provision of
proper information, Gateway shall cooperate with Payers for effective
implementation of applicable coordination of benefits, subrogation, and other
party liability provisions that are contained in the Payer's' Health Benefits Plans.
In those situations where the Payer's Health Benefits Plan is primary, the Covered
Person may elect to access the Gateway program or his or her Standard Benefit
Plan. If the Covered Person elects to use his or her Plan, then Gateway's program
does not apply and there is no Coordination of Benefits with Gateway.
VI. TERM AND TERMINATION
6.1 Term: The term of this Agreement shall begin on the 1" day of January, 2004,
and shall end on the 31" day of December, 2006, unless earlier terminated as
provided hereunder. Thereafter, this Agreement shall automatically renew for
consecutive twelve (12) month periods unless either party gives the other party
one hundred and twenty (120) day's prior written notice of its intent not to renew.
6.2 Termination: This Agreement may be terminated as follows:
6.2.1 At any time upon the mutual written consent of Gateway and the Payer.
6.2.2 In the event that either party defaults in the performance of its duties or
obligations hereunder, including the inability or refusal to provide
services, the non -defaulting party shall provide to the defaulting party
written notice of the default. The notice of default shall specify the nature
of the alleged default or breach. If the default has not been cured within
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thirty (30) days of the notice, the non -defaulting party may terminate this
Agreement effective thirty (30) days following receipt of such written
notice.
6.2.3 Payer agrees that an Administrator that does not compensate Gateway in a
timely fashion as set out herein may be terminated from coverage by
Gateway with twenty (20) days notice. Such termination shall not become
effective if the Company cures its nonpayment within the twenty (20) day
notice period.
6.3 Continuity of Care: Upon termination of this Agreement for any reason,
Gateway shall arrange for the provision of health care procedures to Covered
Persons until such time as care may be transferred to other qualified health care
providers or it is medically appropriate to cease providing care to the Covered
Person. For those Covered Procedures initiated prior to termination of the
Agreement, Payer shall pay and Gateway shall accept that amount contained
within Exhibit `B".
VII. STATUS OF THE PARTIES
7.1 Independent Contractors: In performing all activities and duties hereunder, the
parties hereto agree that each is acting as an independent contractor of the other
and not as an agent or employee thereof. Nothing in this Agreement is intended
to create, nor shall it be construed to create, a joint venture, partnership, or any
other relationship between Gateway and Payer other than that of an independent
contractor relationship. Neither party to this Agreement shall be responsible or
obligated for any,debts or liabilities incurred by the other in performing
obligations that are not a part of this Agreement.
7.2 Non Exclusivity: Both parties are free to enter into similar agreements with other
parties
VIII. CREDENTIALS AND INSURANCE
8.1 Credentials: Gateway warrants that all hospitals affiliated with Gateway are
JCAHO accredited and Medicare approved. Gateway also warrants that each
physician affiliated with Gateway holds a current unrestricted, unlimited license
to practice medicine in the State of Indiana, or other state in which care is
rendered, has a current unrestricted license to dispense legend drugs, and has staff
privileges at one or more Gateway affiliated hospitals. Gateway warrants that it
will obligate participating providers to maintain all credential and certification
information and that it will inform Payer in the event that a Participating Provider
no longer meets the requirements of this provision.
8.2 Insurance: Gateway shall arrange by contract that each Participating Provider
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become and remain throughout the term of the Agreement a qualified health care
provider under the Indiana Medical Malpractice Act (I. C. 34.18), or the
appropriate state medical malpractice act if care is provided in another state.
IX. INDEMNIFICATION
9.1 Indemnification: Each party to the Agreement respectively assumes
responsibility, including responsibility for legal fees and costs of defense, for
liability, real or alleged, arising from their respective activities performed
pursuant to this Agreement, or the activities of their respective agents, servants or
employees. Neither party shall be liable to any third parties for any act or
omission of the other party, its agents, servants or employees.
X. MISCELLANEOUS PROVISIONS
10.1 Modifications: This Agreement constitutes the entire understanding between the
parties hereto and supersedes all prior oral or written agreement or understandings
between them with respect to the matters addressed herein. No changes,
amendments, or alterations shall be effective unless agreed to in writing by both
parties.
10.2 Enforceability: The invalidity or un-enforceability of any terms or provisions
hereof shall in no way affect the validity or enforceability of any other term or
provision of this Agreement. A waiver of any term, provision, or condition of this
Agreement, whether by conduct or otherwise, shall not be deemed to be or
construed as a further or continuing waiver of such term, provision, or condition.
The parties further agree that any provision of this Agreement which is in
violation of any laws or regulations of the State of Indiana or the United States,
shall be null and void, but shall not affect the enforceability of other terms,
provisions, or conditions of this Agreement to the extent that they do not violate
any laws or regulations of the State of Indiana or the United States.
10.3 Assignment: Neither party may assign this Agreement or any interest,
obligation, or duty hereunder without the other party's written consent.
10.4 Governim Law: This Agreement is entered into in the State of Indiana and shall
be governed by the laws of the State of Indiana.
10.5 Notice Delivery: Any notice to be delivered pursuant to this Agreement shall be
deemed delivered upon service, if served personally, or upon deposit with the
United States Postal Service, by first class mail, postage prepaid, registered or
certified, and addressed to the party at its last known address, or at such other
address as shall be specified pursuant to notice duly given.
10.6 Waiver of Breach: The waiver by either party of a breach of violation of any
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provision of this Agreement shall not operate as nor be construed to be, a waiver
of any subsequent breach hereof.
10.7 Confidentiality: Gateway and Payer each acknowledge a duty to maintain the
terms of this Agreement as confidential, except where disclosure is required by
law.
10.8 Anti -Discrimination: Pursuant to Indiana Code 22-9-1-10, Gateway, any
subcontractor, or any person acting on behalf of Gateway or any subcontractor
shall not discriminate against any employee or applicant for employment to be
employed in the performance of this Agreement, with respect to hire, tenure,
terms, conditions or privileges of employment or any matter directly or indirectly
related to employment, because of race, religion, color, sex, disability, national
origin, or ancestry.
10.9 Cancellation of Other Agreements: Effective as of the date hereof, any and all
prior agreements between Payer and Gateway are hereby in all respects
terminated and cancelled and Gateway shall assume no obligations thereunder or
with respect, thereto.
IN WITNESS WHEREOF, the undersigned have executed this Agreement on the
date(s) shown below.
"CITY OF RICHMOND"
By:
Printed: John P. Kenny
Title: President, Board of Public Works
Safety
Date:
9 e
i
Approved by
Sarah "Sally" Hutton, Mayor
"GATEWAY CONTRACTING SERVICES,
LLC"
By:
Printed: Terrance J. Kopp
Title Chief Executive Officer
Date: I /
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