PROFESSIONAL SERVICES AGREEMENTPROFESSIONAL SERVICES AGREEMENT
THIS PROFESSIONAL SERVICES AGREEMENT ( "Agreement ") is entered into by and
between City of Clearwater with offices located at 100 South Myrtle Avenue, Clearwater, Florida
33756 ( "Client), and Cigna Onsite Health, LLC, with offices located at 25500 North Norterra
Drive, Phoenix, Arizona 85085 ( "Cigna ") and is made effective as of October 1, 2015. Client
and Cigna are sometimes referred to herein individually as a "Party" and collectively as the
"Parties."
WHEREAS, Client wishes to offer one onsite health clinic for the benefit of Client's employees
and their dependents; and
WHEREAS, Cigna is engaged in the business of offering onsite health clinics to employers, to
provide certain low acuity, urgent and episodic health care and ancillary services, for the benefit of
employees and their dependents; and
NOW THEREFORE, in consideration of the mutual promises herein and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties
agree as follows:
1. SERVICES
1.1. Commencing on November 2, 2015, and continuing throughout the term of this
Agreement, Cigna shall provide Client with a Cigna Onsite Health clinic ( "Clinic ") providing:
a. primary care;
b. low acuity, urgent and episodic care; and
c. ancillary services;
for the benefit of Client's eligible employees and their dependents ( "Participants ") as
more specifically described in Schedule A, "Scope of Services" attached to this
Agreement ( "Services "). Such clinical Services shall be provided by medical
professionals licensed in the State of Florida for the benefit of Participants entitled to
Services at the Clinic, in accordance with the Agreement and Schedule A, "Scope of
Services ".
1.2. Client shall provide or arrange for the provision of adequate facilities owned or leased by
Client to house the Clinic and for any necessary renovation or remodeling of such
facilities in order to accommodate the Clinic in accordance with Schedule A, "Scope of
Services ".
1.2.3. Client acknowledges that Cigna is separately entering into a contract with the City of
Dunedin for the provision of similar services to the City of Dunedin's eligible participants
at the Clinic. Client agrees to allow the eligible participants of the City of Dunedin to
have the same access to the Clinic as the access available to Client's Participants. The
City of Dunedin has agreed to pay seventeen percent (17 %) of the total fees, costs and
charges under this Agreement. Cigna will bill Client for the total fees, costs and charges
due under this Agreement to Client. Client agrees to be solely responsible for paying
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100% of the total fees, cost and charges to Cigna, and will be responsible for collecting
the City of Dunedin's 17% share directly from the City of Dunedin. Client agrees that if
the City of Dunedin's Professional Services Agreement with Cigna terminates or if the
City of Dunedin fails to pay Client its 17% share, Client will remain liable to Cigna for
100% of the total fees, costs and charges due under this Agreement. This provision
does not apply to carve out charges that will be billed separately to Client and the City of
Dunedin for flu, radiology and laboratory services.
2. FEES AND OPERATING EXPENSES
2.1. Client shall reimburse Cigna for fees and operating expenses for Services provided
under this Agreement and the Schedule A, "Scope of Services ", in accordance with
Schedule B, "Fees," attached to this Agreement.
3. TERM
3.1. The initial term of this Agreement ( "Initial Term ") shall commence on the Effective Date
and continue for a period of thirty-six (36) months unless earlier terminated in
accordance with Section 6. below. After the Initial Term, the Agreement may be
renewed for subsequent twelve (12) month terms (each a "Renewal Term ") upon mutual
agreement in writing between the Parties.
4. NOTICES
4.1. All notices, demands, and other communications under the Agreement and all
amendments thereto shall be in writing to the appropriate address set forth below and
shall be deemed received on the date confirmed on: (1) the return receipt for certified
mail sent return receipt requested, via the USPS; or (2) the receipt for notices sent by a
reliable overnight courier:
Jeffrey Perry, PhD
Chief Operating Officer, Vice President
Cigna Onsite Health, LLC
Building B, Routing 647
25500 North Norterra Drive
Phoenix, Arizona 85085
(623) 277 -2322
and
Karen R. Palmersheim, Esq.
Cigna Legal
400 North Brand Blvd.
Routing 383
Glendale, CA 91203
(818) 500 -6497
Joseph P. Roseto, SPHR
City of Clearwater
Human Resources Director
100 South Myrtle Avenue
Clearwater, Florida 33756 -5320
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4.2. Either Party may change the address for notification purposes upon prior and
reasonable written notice thereof to the other.
4.3. Invoices shall be sent to Client at the address provided above.
4.4. Payments to Cigna shall be sent to (or to such other individual as may be identified by
Cigna in accordance with this Section 4.4):
Deborah Coolidge
Cigna Onsite Health, LLC
Building B, Routing 647
85500 North Norterra Drive
Phoenix, Arizona 85085
5. PERFORMANCE OF SERVICES:
5.1. Cigna agrees to perform Services in a good, professional, and workmanlike manner,
using that degree of skill and care as would a prudent supplier performing similar
services under similar circumstances and in compliance with all applicable laws and
regulations.
5.2. Upon written notice from Client specifying, in Client's good faith belief, the reasons that
any Cigna employee providing Services under this Agreement should be removed from
performance of such Services, including the facts necessary to validate such removal,
Cigna shall have a reasonable amount of time, not to exceed ten (10) calendar days, to
investigate the matter. Upon request of Client, and after initial inquiry by Cigna, if Cigna
determines that there is sufficient business rationale, Cigna shall remove the employee
from performing Services during such investigation. If Cigna deems it appropriate in its
discretion that such employee should be removed from providing Services hereunder for
non - discriminatory and otherwise legal reasons, Cigna shall immediately remove such
employee from providing Services under this Agreement and shall as soon as
practicable arrange for the provision of a substitue employee or other independent
contractor.
5.3. In addition, if Client asserts that such Clinic Staff person has engaged in misconduct as
defined by Client, Client agrees, where necessary, to cooperate with in conducting any
investigation or inquiry, and to provide documentation and testimonial support in event of
litigation concerning such misconduct.
5.4. Client acknowledges and agrees that the policies and procedures of Cigna as to pre-
employment testing, criminal background checks, Social Security Number and 1 -9
verification, performance management, disciplinary action and termination shall govern,
including any confidentiality requirements contained therein.
6. TERMINATION
6.1. This Agreement may be terminated as follows:
6.1.1. In the case of material breach of this Agreement, either Party may terminate this
Agreement at any time for cause upon sixty (60) days written notice to the other Party
specifying the manner in which that Party has materially breached its obligations.
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The Agreement shall terminate automatically at the expiration of such sixty (60) day
period if that Party has not cured its breach within such period and demonstrated
such cure to the satisfaction of the non - breaching Party.
6.1.2. Either Party may immediately terminate this Agreement at any time during and
after the initial term upon insolvency or bankruptcy of the other Party.
6.1.3. During the Initial Term and any Renewal Term, either Party may terminate services
under this Agreement without cause, upon one hundred twenty (120) days' prior
written notice to the other Party; provided, that, in the event Client terminates this
Agreement pursuant to this Section 6.1.3. Client shall pay to Cigna a "Termination
Fee" in an amount equal to fifty thousand dollars ($50,000) which reflects the
severance obligation owed by Cigna to the Clinic Staff pursuant to the employment
agreements of such Clinic Staff and /or Cigna policy. Client shall pay Cigna the
Termination Fee within thirty (30) days of receipt of an invoice from Cigna setting
forth such Termination Fee.
6.1.4. In the event of destruction of the Clinic by natural disaster, either Party by proper
notice issued in accordance with this Agreement may terminate this Agreement in
lieu of rebuilding the Clinic.
6.1.5. In the event that Client terminates this Agreement as set forth above, Client shall
be responsible in accordance with Schedule B for any unpaid balance for
Implementation Costs, as well as any Operational Expenses incurred prior to the
date of termination. In the event that this Agreement terminates as set forth
above, Cigna shall, at Client's request, reimburse Client for the on -hand inventory
of medicine or other equipment and supplies taken by Cigna at that time, other
than Cigna -owned equipment identified in 13.2.3.
6.2. If this Agreement is terminated for any reason set forth in this Section 6, Client
acknowledges and agrees that:
6.2.1. All communication to Clinic Staff related to such termination ( "Staff
Communication "), including but not limited to (i) the date of termination of the
Agreement and /or the related date of the closing of the Clinic or transfer of Clinic
operations to a third party vendor, and (ii) Clinic Staff employment status
notification, severance, and compensation shall come solely from Cigna as the
employer or contractor of Clinic Staff, and Client shall not make or cause to be
made any Staff Communication without the prior written consent of Cigna;
6.2.2. Tours of the Clinic facilities by potential third party vendors to assume Clinic
operations on behalf of Client (i) shall be conducted at times as mutually agreed
upon in writing by the Parties; (ii) shall be conducted in such a fashion as to
protect the confidentiality of patient information within the Clinic; and (iii) shall not
interfere with the provision of Clinical Services to Participants.
6.2.3. Client and Cigna agree (i) to act in good faith and cooperation to ensure a smooth
transition, and (ii) to mutually participate in final walk- through of the Clinic and sign
an acknowledgement agreeing to the condition of the facility and an inventory of
its contents and equipment.
6.2.4. Client and Cigna agree (i) that by sharing the Clinic and performance of services with
a second client or party, including the Electronic Health Record (EHR) platform
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containing protected health information (PHI) and medical records from participants of
both parties, and terminating the contract according to the terms outlined in this
section, Cigna agrees to extend the HIPAA security and privacy rules to the
terminating party's PHI that remains in the Cigna EHR or maintained on the Cigna
network for as long as the Professional Services Agreement of the remaining party is
in force, including any renewal agreements; and (ii) the Client agrees that Client's
Participants' PHI and medical records will not be destroyed or returned to the Client
upon the termination of the Professional Services Agreement according to this section
as long as the second party sharing the Clinic and performance of services has a valid
and executable contract with Cigna. Cigna will maintain existing medical records and
participant PHI according to federal and state law while either Professional Services
Agreement remains in force and upon termination of the Agreement.
7. OWNERSHIP OF MATERIALS
7.1. Client acknowledges that in providing the services hereunder, Cigna may utilize
proprietary materials, reports, models, software, documentation, know -how and
processes owned by Cigna that were or are not created specifically by Cigna for Client
( "Cigna Materials "). Client acknowledges that ownership of and title to such Cigna
Materials remains with Cigna and is not transferred to Client.
8. CONFIDENTIAL INFORMATION
8.1. In the course of this Agreement one Party ( "Receiving Party") may receive from the other
Party ( "Disclosing Party") data, information, documents, and other material belonging to,
prepared by or for, or concerning the Disclosing Party ( "Confidential Information "). For
purposes of this Agreement "Confidential Information" shall mean any and all technical
and business information that the Disclosing Party discloses or reveals to the Receiving
Party, including but not limited to services, plans, products, policies, financial
information; operational information, trade secrets, health care delivery processes and
methods, and technical information including computer software programs, and shall
include all summaries, extracts, copies, compilations, analyses, interpretations,
presentations, and other materials derived therefrom.
8.2. The term "Confidential Information" shall not include information which (i) at the time of
disclosure to the Receiving Party was publicly available or thereafter becomes publicly
available through no fault of the Receiving Party; (ii) is disclosed by the Disclosing Party
to a third party without a nondisclosure obligation; (iii) is already rightfully in the
Receiving Party's possession or is rightfully received by the Receiving Party without a
nondisclosure obligation; (iv) is independently developed by the Receiving Party as
evidenced by independent documentation; or (v) is a public record pursuant to Chapter
,119, Florida Statutes.
8.3. If at any time the Receiving Party is requested or required as a result of a judicial or
regulatory proceeding to disclose any Confidential Information, the Receiving Party
agrees to provide the Disclosing Party with prompt notice thereof so that the Disclosing
Party may seek an appropriate protective order. If the Receiving Party is required by law
to disclose Confidential Information or else stand liable for contempt or suffer other
censure, sanction or penalty, the Receiving Party may disclose such information to the
extent required without liability hereunder.
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8.4. The Receiving Party agrees that until such time as any such Confidential Information
becomes a part of the public domain without breach of this Agreement by the Receiving
Party or any agent or employee of the Receiving Party, and in any event for at least five
(5) years after termination of this Agreement, the Receiving Party shall:
8.4.1. treat and obligate the Receiving Party's employees, agents and representative
to treat as secret and confidential, all such Information whether or not it be
identified by the Disclosing Party as confidential;
8.4.2. not disclose any such Confidential Information to any person, firm, or
corporation or use it in any manner whatsoever without first obtaining the
Disclosing Party's written approval;
8.4.3. reveal the Confidential Information only to those employees, agents and
representatives of the Receiving Party who require access to such Confidential
Information in order to perform the Receiving Party's obligations under this
Agreement; and
8.4.4. not employ the Confidential Information to Receiving Party's advantage, other
than as herein provided.
8.5. Neither Party shall disclose to the other any proprietary information obtained on a
confidential basis from any third party unless (1) the Party receiving such information
shall have first received written permission from such third party to disclose such
information or; (2) such information is in the public domain at the time of disclosure;
8.6. Neither Party shall attempt to access information not necessary for its performance
hereunder.
8.7 Notwithstanding the foregoing, the Parties recognize that Florida has a very broad public
records law, and Cigna agrees pursuant to Chapter 119, Florida Statutes, to:
(a) Keep and maintain public records that ordinarily and necessarily would be required
by Client in order to perform the service.
(b) Provide the public with access to public records on the same terms and conditions
that Client would provide the records and at a cost that does not exceed the cost
provided in this chapter or as otherwise provided by law.
(c) Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law.
(d) Meet all requirements for retaining public records and transfer, at no cost, to Client
all public records in possession of Cigna upon termination of the contract and destroy
any duplicate public records that are exempt or confidential and exempt from public
records disclosure requirements. All records stored electronically must be provided to
Client in a format that is compatible with the information technology systems of Client.
(e) Cigna agrees to this provision 8.7 only on the understanding that this provision does
not apply to patient records and other information that Cigna may possess that is subject
to confidentiality pursuant to state and federal law, including but not limited to under the
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privacy and security regulations issued under the Health Insurance Portability and
Accountability Act of 1996, Public Law 104 -191 ( "HIPAA "), as set forth in 45 C.F.R. Parts
160 and 164, and as amended by the Health Information Technology for Economic and
Clinical Health Act (the "HITECH Act "), Public Law 111 -5 (collectively, the "HIPAA
Privacy and Security Rules "), to Cigna's contracts with health care providers, vendors,
consultants, contractors and employees, or to Cigna's other proprietary, confidential or
trade secret records that are not considered public records by Cigna.
9. NON - SOLICITATION
9.1. During the term of this Agreement, and for a period of one (1) year after termination of
this Agreement for any reason, Client shall not directly or indirectly, alone or in concert
with others, solicit or entice any employee or independent contractor then engaged to
provide the Services hereunder, to leave the employment or engagement of Cigna in
order for Client or a vendor or agent engaged by Client to provide substantially similar
services as those provided in this Agreement.
10. LIMITATION OF LIABILITY
10.1. EXCEPT TO THE EXTENT THAT LIABILITY ARISES FROM INSTANCES OF EITHER
PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL
EITHER PARTY BE LIABLE UNDER THIS AGREEMENT (WHETHER IN AN ACTION
IN NEGLIGENCE, CONTRACT OR TORT OR BASED ON A WARRANTY OR
OTHERWISE) FOR LOSS OF PROFITS, REVENUE, OR LOSS OR INACCURACY OF
DATA, OR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL
DAMAGES INCURRED BY THE OTHER PARTY OR ANY THIRD PARTY, EVEN IF
THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THIS
PROVISION SHALL NOT BE CONSTRUED AS A WAIVER OF ANY IMMUNITY TO
WHICH CLIENT IS ENTITLED OR THE EXTENT OF ANY LIMITATION OF LIABILITY
PURSUANT TO § 768.28, FLORIDA STATUTES. FURTHERMORE, THIS PROVISION
IS NOT INTENDED TO NOR SHALL BE INTERPRETED AS LIMITING OR IN ANY
WAY AFFECTING ANY DEFENSE CLIENT MAY HAVE UNDER § 768.28, FLORIDA
STATUTES OR AS CONSENT TO BE SUED BY THIRD PARTIES.
11. INDEPENDENT CONTRACTORS
11.1. The Parties are independent contractors, and no Party is or shall represent itself as
having, and nothing in this Agreement shall be construed as creating between the
Parties, a relationship between the Parties as employer - employee, partners, principal -
agent, joint venturers, or any relationship other than that of independent Parties.
12. COMPLIANCE WITH LAWS AND REGULATIONS
12.1. Each Party shall comply with all applicable federal, state and municipal Taws and
regulations related to their obligations under this Agreement.
12.2. Cigna shall secure any government or similar licenses and /or permits required for the
proper performance of the services.
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12.3. All Cigna employees performing Services hereunder shall work under Cigna's
supervision. Client shall neither have nor exercise control or direction over the means
and methods by which Cigna shall perform services. Cigna agrees that Cigna and its
employees, representatives and other agents are not entitled to any Client employee
benefits and that they are not eligible to participate in Client employee benefit programs.
Cigna hereby indemnifies and agrees to defend and hold harmless Client from and
against all claims that Cigna's employees are employees of Client for any purpose
whatsoever, including, without limitation, the withholding or payment of any federal,
state, or local income or employment taxes.
13. INSURANCE
13.1.Cigna will maintain at its own cost, all necessary insurance (which shall include as
a minimum, the requirements set forth below), for damages caused or contributed to, by
Cigna and insuring Cigna against third party claims arising out of or resulting from
activities or services performed by Cigna during the Term of this Agreement. Coverage
shall be obtained with a carrier having an AM Best Rating of A -VII or better.
Specifically Cigna must carry the following minimum types and amounts of insurance on
an occurrence basis or in the case of coverage that cannot be obtained on an
occurrence basis, then coverage can be obtained on a claims -made basis with a
minimum two (2) year tail following the termination or expiration of this Agreement:
13.1.1. Statutory worker's compensation in accordance with the laws of the State of
Florida. Coverage must be applicable to all employees.
13.1.2. Employer's Liability insurance in the minimum amount of $100,000 (one
hundred thousand dollars) each employee each accident, $100,000 (one
hundred thousand dollars) each employee by disease and $500,000 (five
hundred thousand dollars) aggregate by disease with benefits afforded under
the laws of the State of Florida.
13.1.3. Commercial General Liability insurance insuring against claims for bodily
injury, property damage, completed operations and contractual liability with a
limit of One Million Dollars ($1,000,000.00) per occurrence and Two Million
Dollars ($2,000,000.00) in the annual aggregate.
13.1.4. Automobile liability insurance covering all vehicles owned, non - owned, hired
and leased only when utilized in the performance of Services under this
Agreement of not less than One Million Dollars ($1,000,000.00) per
occurrence.
13.1.5. Managed Care Errors and Omissions insurance in an amount of not less than
One Million Dollars ($1,000,000) per claim.
13.1.6. Medical Professional Liability insurance in the amount of One Million Dollars
($1,000,000) per occurrence, Three Million Dollars ($3,000,000) in the
aggregate.
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13.1.7 Cyber Liability insurance coverage in an amount adequate to meet or exceed
the notification and monitoring requirements under Florida Statute § 501.171
for the contracted services but at a limit not less than Two Million Dollars
($2,000,000) each claim.
13.1.8 Prior to the execution of this agreement and then annually upon the
anniversary date(s) of the insurance policy's renewal date(s) for as long as
this Agreement remains in effect, Cigna will furnish Client with a Certificate(s)
of Insurance (using appropriate ACORD certificate, signed by the issuer, and
with applicable endorsements) evidencing all of the coverage set forth above
and naming the City of Clearwater as a blanket additional insured under the
Commercial General Liability and Automobile Liability policies.
13.2. Client agrees and acknowledges that:
13.2.1. Client is the owner or lessee of the Clinic facility;
13.2.2. Except as otherwise noted in this Section 13.2.3., Client is owner of all
furniture, medical and administrative supplies, medical equipment and other
contents of the Clinic ( "Clinic Contents ") that Cigna or its Affiliate has
purchased or may during the Initial or any Renewal Term of this Agreement
purchase on behalf of Client, the cost of which is the responsibility of Client.
13.2.3. Cigna has purchased and shall be the owner of the following equipment
( "Cigna Equipment "), and Cigna shall be entitled to retain ownership and
possession of all such Cigna Equipment after expiration or termination of this
Agreement for whatever reason:
a) Computer CPUs
b) Monitors
c) Keyboards
d) Computer Mice
e) Laptops
f) VPN Token Keys
g) Air Cards
h) Scanners
i) Multi - Functional Printers
j) Access Boxes (Label Printer /Network Connectors)
k) Routers
13.3. During the term of this Agreement, Client will maintain at its own cost, all necessary
insurance (which shall include as a minimum, the requirements set forth below), for
damages caused or contributed to, by Client and insuring Client against third party
claims arising out of or resulting from activities or services performed by Client during
the Term of this Agreement:
13.3.1. Statutory worker's compensation in accordance with applicable laws.
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13.3.2. Commercial General Liability, insurance insuring against claims for bodily
injury, property damage, completed operations and contractual liability with a
limit of One Million Dollars ($1,000,000.00) per occurrence and Two Million
Dollars ($2,000,000.00) in the annual aggregate.
13.3.3. Client shall maintain property insurance coverage for the clinic contents that
are owned by the Client, or that are in the Client's care, custody and control.
The Client may also maintain other insurance it deems necessary relating to
the operations of the clinic.
14. RESTRICTED USE OF PROGRAM MATERIALS
14.1. All Cigna program materials, including handouts, presentations, and workbooks (collectively,
"Cigna Program Materials "), are the sole and exclusive property of Cigna. Any Cigna
Program Materials distributed to program Participants may be used solely for the purpose of
participating in the applicable Cigna program. Client shall not alter, republish, redistribute, record
or rebroadcast Cigna Program Materials, including posting on the intemet, without Cigna's prior
written consent.
15. USE OF NAME AND TRADEMARKS; PUBLICITY
15.1. Client's trademarks, service marks and trade names are the property of Client, and
Cigna agrees that it shall not use (directly or indirectly) or register any of Client's
trademarks, service marks or trade names in connection with any products, services,
promotions or publications without Client's prior written approval. Cigna shall not
remove or alter any trademark, service mark, trade name, copyright or other proprietary
notices, legends, symbols or labels appearing on or in materials delivered to Cigna by
Client without Client's written approval. Cigna's trademarks, service marks and trade
names are the property of Cigna, and Client agrees that it shall not use (directly or
indirectly) or register any of Cigna's trademarks, service marks or trade names in
connection with any products, services, promotions or publications without Cigna's prior
written approval. Client shall not remove or alter any trademark, service mark, trade
name, copyright or other proprietary notices, legends, symbols or labels appearing on or
in materials delivered to Client by Cigna without Cigna's written approval.
15.2. Cigna shall not in the course of performance of this Agreement or thereafter use or
permit the use of Client's or any Affiliate's name(s) in any advertising or promotional
materials prepared by or on behalf of Cigna without the prior written consent of Client.
Client shall not in the course of performance of this Agreement or thereafter use or
permit the use of Cigna's or any Affiliate's name(s) in any advertising or promotional
materials prepared by or on behalf of Client without the prior written consent of Cigna.
Any public announcement regarding the Parties' relationship and the nature of this
Agreement shall be coordinated between the Parties and shall be in a form agreed upon
by the Parties.
16. DISPUTE RESOLUTION
16.1. Negotiation. The Parties will attempt in good faith to resolve any controversy, dispute,
claim or question arising out of or in relation to this Agreement (hereinafter, collectively
"Controversy ") promptly by negotiation, provided that nothing herein shall be construed
to limit, modify or negate the rights and remedies expressly provided to the Parties
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elsewhere in this Agreement (including the right to terminate this Agreement for cause or
convenience). Resolution of whether any such actions are justified or permitted under
this Agreement and the determination of any related damages, however, remain subject
to this dispute resolution process.
16.2. Notice. The disputing Party shall give the other Party written notice of the Controversy
( "Controversy Notice "). Within twenty (20) days after receipt of the Controversy Notice,
the receiving Party shall submit to the other a written response. The Parties will meet
within thirty (30) days of the date of the Controversy Notice and thereafter as often as
they reasonably deem necessary to exchange relevant information and to attempt to
resolve the Controversy.
16.3. Mediation. If the Controversy has not been resolved by negotiation within forty-five (45)
days of the date of the Controversy Notice, or if the receiving Party fails to meet with the
disputing Party within thirty (30) days of the date of the Controversy Notice, either Party
may, upon written notice by one Party to the other, initiate mediation of the Controversy
in accordance with the Commercial Mediation Rules of the American Arbitration
Association, to the extent that such provisions are not inconsistent with the provisions of
this section.
16.4. Binding Arbitration. If the Controversy has not been resolved by mediation within thirty
(30) days of the appointment of the mediator, or if a mediator is not appointed within
thirty (30) days of the notice of mediation, upon written notice, either Party may elect to
submit the Controversy to binding arbitration conducted in Tampa, Florida or elsewhere
as agreed to by the Parties. The Parties agree and acknowledge that they are expressly
waiving their rights to have any Controversy decided in a court of law and /or equity
before a judge or jury, and instead are accepting the use of binding arbitration. Such
arbitration shall be governed by the provisions of the Commercial Arbitration Rules of the
American Arbitration Association, to the extent that such provisions are not inconsistent
with the provisions of this section.
16.5. Available Remedies. The arbitrator(s) may grant any remedy or relief deemed just and
equitable with the exception of punitive or exemplary damages. The decision of the
arbitrator, or a majority of the arbitration panel, shall be final and binding upon the
Parties with no right to appeal. Judgment may be entered upon the award of the
arbitrator(s) in any court of competent jurisdiction. Each Party shall assume its own
costs, but the compensation and expenses of the arbitrator(s) and any administrative
fees or costs associated with the arbitration proceeding shall be borne equally by each
Party.
16.6. Exclusive Remedy. This dispute resolution process shall be the sole and exclusive
means for resolving any Controversy, provided, however, that either Party may seek a
preliminary injunction, attachments or other provisional judicial relief if such action is
necessary to avoid irreparable damage or to preserve the status quo. Either Party may
also, at its sole discretion, choose to eliminate the stages of negotiation and /or mediation
by written notice to the other Party. Despite such action, the Parties will continue to
participate in good faith in this dispute resolution process.
16.7. Tolling. The initiation of this dispute resolution process shall toll the running of the statute
of limitations for any cause of action arising from the Controversy. All time limitations
contained in this section may be altered by mutual agreement of the Parties.
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17. ASSIGNMENT AND DELEGATION OF DUTIES
17.1. Neither Party may assign their duties, rights, or interests under this Agreement unless
the other Party shall so approve by written consent, provided however, that Cigna may
assign its duties, rights and interest under this Agreement in whole or in part to a
subsidiary or Affiliate or may delegate any and all of its duties in the ordinary course of
business to a subsidiary or Affiliate.
18. BINDING EFFECT
18.1. This Agreement shall inure to the benefit of and bind the respective successors and
assigns of the Parties hereto.
19. WAIVER
19.1. No delay or failure by either Party to exercise any right, power or remedy it has
hereunder shall operate as a waiver of such right, power or remedy. A waiver by any
Party of any breach shall not be construed to be a waiver of any succeeding breach.
20. TAXES
20.1. Client will be responsible for any applicable sales, use, or other like taxes (hereinafter,
"tax" or "taxes ") attributable to periods on or after the agreement date based upon or
measured by Cigna's fees for performing or furnishing the services. To the extent Cigna
is required to collect such taxes under applicable law, Cigna will separately state the
amount of tax due on its invoices to Client.
20.2. Client and Cigna will cooperate to segregate the fees payable under this Agreement into
the following separate payment streams: (1) those for taxable services, (2) those for
nontaxable services, (3) those for which a sales, use or similar tax has already been
paid, and (4) those for which Cigna functions merely as a paying agent for Client in
receiving goods, supplies or services (including leasing and licensing arrangements) that
otherwise are nontaxable or have previously been subject to tax. In addition, Client and
Cigna will cooperate with each other to accurately determine each Party's tax liability
and to minimize such liability to the extent legally permissible. Parties will provide and
make available to the other any resale certificates, information regarding out -of -state
sales or use of equipment, materials or services, and any other exemption certificates or
information reasonably requested by the other Party.
21. DISASTER RECOVERY AND BUSINESS CONTINUATION PLAN
21.1. Cigna covenants that it has, or will establish, contingency plans and procedures
designed to prevent, circumvent or cure the adverse effects of an interruption of the
Services to be provided to Client hereunder. Client shall be responsible for reimbursing
Cigna for the cost of implementing such contingency plans due to an interruption in
Services caused by acts or omissions of any third party, or acts of God, fires, wars,
accidents, labor disputes or shortages, and governmental laws, ordinances, rules or
regulations, whether valid or invalid.
22. APPLICABLE LAWS
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22.1. This Agreement shall be deemed to be entered into and shall be interpreted and
construed in accordance with the laws of the State of Florida without regard to any
conflicts of law principles, as if this Agreement were executed in and fully performed
within that State.
23. EXHIBITS
23.1. All exhibits and schedules referred to or attached to this Agreement and all appendices
thereto are integral parts of this Agreement as if fully set forth herein. All capitalized
terms used in such exhibits and schedules and all appendices thereto shall have the
same definition as in this Agreement, unless otherwise indicated in the exhibit, schedule
or appendix.
24. SURVIVING PROVISIONS
24.1. The terms of Sections 4, 7, 8, 9, 10, 15, 16, 20, 22, 24 and 26 shall survive and continue
after expiration or termination of this Agreement shall remain in effect until fulfilled, and
shall apply to any successors and assigns.
26. HEADINGS
26.1. The headings used herein are for reference only and shall not limit or control any term or
provision of this Agreement or the interpretation or construction thereof.
27. THIRD -PARTY BENEFICIARIES
27.1. Each Party intends that this Agreement shall not confer any rights or remedies upon any
entity other than the Parties and their authorized assignees.
28. ENTIRE AGREEMENT AND SEVERABILITY
28.1. This Agreement, including its Exhibits and Task Orders issued hereunder, constitutes
the entire contract between the Parties hereto with respect to its subject matter and
supersedes all other communications and understandings, whether written or oral,
relating to such subject matter. No change, amendment, or modification of this
Agreement shall be binding unless in writing and executed by the Parties hereto.
28.2. Notwithstanding the foregoing, the Parties agree that this Agreement may be amended
through use of a "Change Request Form," a written statement signed by Client and Cigna
authorizing a Change, substantially in the form of Exhibit 1 — Change Request Form,
attached hereto. As used herein, "Change" means any and all changes to any the
Agreement, or to any Schedule, Appendix, Amendment or Addendum to this Agreement that
would materially alter the provision of the Services or the performance and completion
thereof, and /or the Client's responsibility for payment and /or reimbursement of any fees or
expenses under this Agreement. All properly executed Change Request Forms shall be
incorporated into and become part of the Agreement.
28.3. If any provision of this Agreement is held by a court of competent jurisdiction to be
contrary to law, then the remaining provisions of this Agreement, if capable of substantial
performance, shall continue in effect.
29. INCORPORATION OF ATTACHMENTS
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29.1. All attachments attached hereto including all Schedules, Appendices and Exhibits are
incorporated herein by reference.
30. COUNTERPARTS AND CONSTRUCTION
31.1. This Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, and all of which together constitute one and the same instrument.
[Signature Page Immediately Follows]
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IN WITNESS THEREOF, the Parties hereto have caused this Agreement to be executed in
duplicate and signed by their respective officers duly authorized to do so, on the dates indicated
below.
!TY OF .CLE�4RWATER
CIGNA ONSITE HEALTH, LLC"
By:
Name:
Title:
Date:
By:
Name:
Jeffrey T. Perry, PhD
Title:
Chief Operating Officer, Vice President
Date: 77/5/2075
** *SEE ATTACHED SIGNATURE PAGE FOR CITY OF CLEARWATER
SIGNATURES
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Professional Services Agreement
City of Clearwater and Cigna Onsite Health, LLC
November 5, 2015
Countersigned:
qtorle qcr (.447/
George N. Cretekos
Mayor
Approv -d as to form:
M: ' hew M. Smi
Assistant City Attorney
CITY OF CLEARWATER, FLORIDA
By: A., 1/631444,(0---t-f--
William B. Horne II
City Manager
EXHIBIT 1
CHANGE REQUEST FORM
Reference is made in the Professional Services Agreement by and between City of Clearwater
( "Client ") and Cigna Onsite Health, LLC ( "Cigna "), effective October 1, 2015 (the "Agreement ").
This Change Request Form is referred to in Section 28 of said Agreement and shall be
governed by said Agreement. All capitalized terms herein shall have the same meaning as
ascribed to them in the Agreement, as amended, unless otherwise defined herein.
Client Information:
Date of Change
Request:
Client Name:
Client Contact:
Cigna Onsite Health, LLC /Contact Information:
Account Number:
Client Location:
Client Phone:
Contact / Title:
Phone:
Type of Change:
❑ New Requirement ❑ Change Request ❑ Additional Service ❑ Other, please specify:
Change Description (attach supporting information if necessary):
Target Effective Date of Change:
Fee Estimate:
Payment Method:
Additional Comments:
Approved and Accepted:
CLIENT
Signed:
Name:
Title:
Date:
Cigna Onsite Health, LLC
Signed:
Name:
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Date:
SCHEDULE A
SCOPE OF SERVICES
Reference is made to the Professional Services Agreement by and between City of Clearwater
and Cigna Onsite Health, LLC, effective October 1, 2015. Capitalized terms in this Schedule A
shall be as defined in the Agreement, unless otherwise indicated.
1. CLINIC LOCATIONS. COMMENCEMENT DATE, AND DAYS /HOURS OF
OPERATION
Cigna shall be responsible for providing Clinic Services at the following Clinic locations,
commencing on the date listed below ( "Clinic Commencement Date ") and continuing throughout
the term of the Agreement, during the Days and Hours listed below.
Powell Professional Center
401 Corbett Street, Ste. 240
Clearwater, FL 33756
November 2, 2015
Monday — Friday
7:00 a.m. — 5:00 p.m.
Days and Hours of Operation may be
changed from time to time, as
mutually agreed upon in writing
between the Parties. For purposes of
these changes, written electronic
communication shall be acceptable.
For each Clinic identified above, Client shall provide to Cigna for Cigna's use in connection with
the Services, and at no charge to Cigna, Clinic space (the "Building" or "Buildings "), consisting
of adequate square footage as agreed to by the Parties, in compliance with all applicable state
and local laws and regulations (including but not limited to municipal fire and building codes).
The Clinic will be closed on inclement weather days as determined by the Client and in
accordance with the following Holiday schedule: New Year's Day, Martin Luther King Day,
Memorial Day, Independence Day, Labor Day, Thanksgiving, Day after Thanksgiving, and
Christmas Day.
2. ELIGIBLE PARTICIPANTS SERVED
a. Cigna shall provide Services to the following Participants eligible to receive Services:
i. Client's full -time and part-time employees covered under the
Client's benefit plan;
ii. Dependent spouses and children of Client employees age two (2) years and
older covered under the Client's benefit plan;
iii. Client's retired employees covered under the Client's benefit plan;
[A04 -09900 /174996/1] 17 of 30
iv. Elected officials covered under the Client's benefit plan; and
v. Former employees entitled to Services as Participants under the Consolidated
Omnibus Budget Reconciliation Act (COBRA).
b. Dependents under eighteen (18) years of age must be accompanied by a parent or
guardian when visiting the Clinic.
3. CLINIC PREMISES AND BUILD -OUT
a. Common Areas / Access
Cigna, its invitees and employees and Participants shall have the right, in common with
other occupants of the Building(s) and their invitees and employees, to use all stairways,
elevators, halls, toilets and sanitary facilities, and all other general common facilities
contained in the Building(s), and all sidewalks, delivery areas, parking facilities and other
appurtenances to the Building(s). At no additional cost or expense to Cigna, Cigna shall
have access to the Clinic(s) three hundred sixty -five (365) days a year, on a
twenty -four (24) hour a day basis.
b. Build -Out and Improvements by Client
At no cost to Cigna, Client shall, at its sole expense, provide or arrange for the provision
of adequate facilities to house the Clinic(s) as indicated in Section 1 a. above, and for
the construction, renovation, remodeling and /or improvement of such facilities in order to
accommodate effective and efficient operation of the Clinic(s), all of which shall be as
mutually agreed upon by the Parties ( "Build- Out "). Client shall, at its sole expense,
perform all work and furnish all materials needed to complete the Build -Out of the
Clinic(s) in accordance with all applicable state and local laws and regulations, including
but not limited to municipal fire and building codes. Client shall be solely responsible for
securing, at its sole expense, all state and local permits and registrations necessary for
such Build -Out. Client shall conduct the Build -Out in a good and workmanlike manner in
accordance with all applicable laws and regulations.
Build -Out and improvements for the Clinic(s) shall be completed by Client on or before
October 15, 2015 Client acknowledges that Cigna's ability to meet the Clinic
Commentment Dates listed in this Schedule A are contingent upon Client completing the
Build -Out and Improvements.
c. Telephone and Computer System Connections
For each Clinic, Client shall furnish at Client's sole cost and expense, a telephone
system, computer hook -ups, necessary for provision of the Services.
d. High Speed Internet Access
For each Clinic, Client shall ensure there are High Speed Internet services available to
the building and extended to the Clinic. If no internet service providers have services
established to the building or if services are not adequate to support the Clinic due to
stability issues, Client shall:
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i. be responsible for all costs associated with establishing service to the building
and installation of the line, including but not limited to trenching, wiring, materials
and labor charges; or
ii. provide connectivity to the Client network and supply two (2) Public IP
addresses.
e. IT Resources for Internet Troubleshooting
For each Clinic, Client and Cigna shall identify IT resources to work collaboratively to:
i. coordinate with the internet service provider to resolve connectivity issues at the
Clinic;
ii. acknowledge notice of the issue within one (1) hour; and
iii. and to be available within a three (3) hour timeframe after acknowledgment. If
Client IT resources are unable to provide IT assistance within the three (3) hour
timeframe, Client shall be responsible for travel costs incurred to resolve the
issue.
f. Additions and Improvements by Cigna
With written permission of Client, which shall not be unreasonably withheld or delayed,
Cigna may make alterations, additions and improvements ( "Alterations ") upon the
Clinic(s) as desired, with the right to remove the same upon termination of the
Agreement, or any renewal or extension thereof; provided, however, that (i) as indicated
above, Cigna shall obtain written approval from Client of the Alterations to be made and
written approval of the added costs to Client; and (ii) the Clinic(s) must be left in as good
a state as when received, reasonable wear and tear and damage by fire or other
casualty excepted. Failure to remove such Alterations shall not be deemed a renewal or
extension under the terms of the Agreement, but shall be deemed an abandonment of
such Alterations, and Cigna shall incur no costs for the removal thereof. In addition, any
installation of special equipment requiring exceptional electric service or exceeding the
live load rating shall be subject to Client written approval, which shall not be
unreasonably withheld or delayed.
g. Signage
For each Clinic, Client shall install, affix and maintain, at its sole expense, signage at the
entrance to the Building and the Clinic in a mutually agreed form and which at a
minimum shall contain the name of the Clinic, as the Parties may mutually agree, the
Clinic telephone number, and the hours of operation. Any and all signs shall conform to
all applicable regulations and governmental requirements. Client shall at its sole
expense remove any signs placed on or about the Clinic upon the termination of this
Agreement or any extensions thereof, and repair the effects of any such removal.
h. Access Modifications
If modifications to the Clinic(s) are required in excess of standards imposed by
applicable law and regulations, and Client is unwilling to make such modifications, then
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Cigna, at its sole expense, shall have the right (but not the obligation) to make such
modifications to the Clinic(s) as it deems necessary or desirable to permit access by any
employee or invitee with disabilities that restrict such person's ability to otherwise gain
access to the Clinic(s).
i. Client Obligations
J.
As to each Clinic, Client agrees, at its sole cost and expense, to:
i. operate the heating and cooling equipment in the Building to maintain the Clinic
between 65° F. and 75° F, 24 hours per day, 365 days per year;
ii. provide clinic cleaning and janitorial services each day the clinic is open that
meet exposure control requirements of Occupational Safety and Health
Regulations for toxic and hazardous material. Such cleaning and waste removal
must be adequate to minimize or eliminate risk to Clinic Staff and Participants
from blood borne pathogens;
iii. provide pest control and extermination service to a level consistent with that
found in other first -class buildings in the area, with a frequency of at least twice
per month;
iv. keep and maintain the Building, common facilities, common areas, parking area,
sidewalks and appurtenances in a first class condition;
v. adequately light the Clinic, and provide and replace lamps and related equipment
when necessary;
vi. provide hot and cold water in the Clinic and provide sanitary and toilet facilities
and supplies for use by Cigna, its employees and invitees, and Participants;
vii. furnish and provide the Clinic with connectivity for computer systems, including
high speed Internet access, and with electric current for lighting, normal office
use, heating, air conditioning;
viii. provide sufficient elevator service for access to the Clinic. At least one (1)
elevator shall operate during non - business hours, affording access to the Clinic
(if such Clinic is located other than on the ground floor);
ix. provide adequate security services for the Clinic, the Building and common areas
in and around the Building, including fire and burglar alarm devices and guard
protection. Client shall monitor the burglary alarm, motion and duress alarms and
temperature alarm and shall perform annual inspection and /or testing of the
smoke detectors and fire extinguishers in the Clinic and elsewhere in the
Building. Client shall also provide for the periodic maintenance and annual
inspection of the Building fire alarm system;
x. provide adequate parking spaces for Clinic Staff at no charge to Cigna or the
Clinic Staff (as defined herein).
Repairs and Maintenance
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As to each Clinic, Cigna shall maintain the Clinic in an attractive and neat condition and
shall not permit or allow any waste to any portion of the Clinic. Client or its agents and
employees shall have the right to enter the Clinic purpose of making repairs necessary
for the preservation of the Clinic or Cigna's property maintained therein. Client shall
make a reasonable effort to affect such repairs with a minimum of interference to Cigna,
and, when practicable, all work shall be done after business hours.
k. Reimbursements Related to Clinic Premises
Client shall reimburse Cigna, its Affiliates and parent companies for any loss, damage or
expense paid by Cigna or its Affiliates or parent companies, related to death or personal
injury results or arises from hazards related to the Building(s) or the Clinic(s) that are the
responsibility of the Client, including by way of example and not by way of limitation,
claims for personal injuries related to the presence of asbestos, mold or other hazards.
4. CLINIC STAFF
a. All clinical and administrative staff shall be employed by or independent contractors of
Cigna or its Affiliates or parent companies. Cigna shall determine in its sole discretion,
whether such staff must be independently contracted in order to comply with applicable
state law.
b. Cigna shall arrange for the following staff to provide Clinic Services ( "Clinic Staff') at the
Clinic location indicated:
Powell Professional Center
401 Corbett Street, Ste. 240
Clearwater, FL 33756
One (1) Full -Time Physician
One (1) Full -Time Advanced Practice Registered
Nurse ( "Mid -Level Practitioner ")
One (1) Full -Time Registered Nurse providing
integrated health consultation
Two (2) Full -Time Medical Assistants
One (1) Full -Time Medical Administrative
Assistant
Full -Time is defined as regularly working a forty
(40) hour week.
5. CLINIC STAFF PAID TIME OFF AND LEAVE
a. Client acknowledges and agrees that in addition to Cigna Holidays as defined in Section
1. of this Schedule A. and time off purchased by the Clinic Staff, the Clinic Staff
employed by Cigna shall be entitled to paid time off (PTO) and other leave ( "Leave ") in
accordance with Cigna's standard policies and procedures ( "Policies ") applicable to all
employees of Cigna and its Affiliates in the same job grade or band as the Clinic Staff.
PTO shall include:
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(i). vacation days;
(ii). personal days;
(iii). sick days; and
(iv). other leave in accordance with current Cigna Policies.
Leave shall include:
(i). military leave;
(ii). Family Medical Leave (FMLA);
(iii). disability leave; and
(iv). other leave in accordance with applicable law and current Cigna Policies.
b. A Mid -Level Practitioner is also entitled to time for Continuing Medical Education
( "CME ") up to five (5) days per year.
c. Each year, Cigna will notify the Client with the total number PTO days and purchased
days off to which the Clinic Staff is entitled that year. The number of Leave days cannot
be determined in advance of the event requiring Leave; however, Cigna shall notify
Client as soon as practicable in advance in the event Clinic Staff goes on Leave.
d. In the event Clinic Staff is not on duty due to time off for which Clinic Staff is eligible as
outlined in this Section 5 of this Schedule A. to the Agreement, the Clinic will be closed,
unless otherwise arranged in accordance with Section 3.b. of Schedule B. to the
Agreement. Cigna shall notify Client as soon as practicable in advance if the Clinic will
be closed due to time off other than scheduled Holidays.
e. For Clinic Staff not employed by Cigna, i.e., independent contractors, the number of
days of PTO shall be as defined in the contract between Cigna and the Clinic Staff
person, and shall be provided to Client upon request.
f. Cigna shall provide a copy of Policies to Client upon request, and shall notify Client of
any change in such Policies.
6. CLINICAL SERVICES
Cigna shall provide Services in accordance with Cigna policies and procedures, and in
accordance with such policies and procedures of Client that are mutually agreed upon in
writing by the Parties. All Services provided shall be within the scope of the licensure
and practice of the health professional(s) employed or retained by Cigna, and further
shall be provided in accordance with all applicable federal and state laws and
regulations. At each Clinic, Cigna shall provide or arrange for the provision of the
following clinical services ( "Clinical Services "):
a. Primary Care
Scheduled care, providing general health care services including ongoing medical
management of chronic conditions. These services will include minor office based
procedures, routine physicals, medical history and exam.
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ii. Physicians will be able to be designated by Participants as their primary care
physician.
b. Low Acuity Urgent Care /Episodic Care
i. Examples include sprains and strains, sore throats, ear infections, urinary tract
infections and headaches. Acute care visits include sufficient scheduled time to allow
clinician to perform a full history and exam, lifestyle risk assessments, health
promotion and preventive care discussion when needed and includes care
coordination referrals and community physician referrals as appropriate.
c. Monitoring Chronic Conditions
i. Ensure that Participants with chronic medical conditions have appropriate community
physician relationships and collaborate with physicians as needed; refer Participants
to appropriate Client telephonic and online wellness programs, and encourages
healthy lifestyles that address the chronic condition.
d. Preventative Health Screenings and Immunizations
i. Pre - employment and annual physical examinations with extended testing
capabilities. The Client's requirements for these services will be mutually agreed
upon in writing by the Parties.
ii. Annual flu vaccinations for eligible Participants ages nine (9) years through sixty -
four (64) years; Hepatitis B series; Tetanus and Pertusis (TDAP); Tetanus (Td);
Tuberculosis (PPD); and Pneumovax. Cigna shall invoice Client directly for
immunization costs incurred by Client's eligible Participants.
iii. Follow -up allergy injections. An initial allergy injection must be given by the
Participants allergist.
iv. Pediatric vaccinations are excluded.
v. Pediatric physicals (including well -child exams and "checkups ") are excluded.
"Pediatric" is defined as services provided to employees' eligible dependents who are
less than eighteen (18) years of age. Eligible dependent children under age 18 must be
accompanied by a parent or guardian to receive Services.
e. Biometric Screening
i. Provide scheduled screenings that may include but not limited to; Height, Weight,
BMI, Body Composition, Blood Pressure, Total Cholesterol, HDL Cholesterol, LDL
Cholesterol, Coronary Risk Ratio, Blood Glucose.
f. Laboratory Services
i. CLIA- waived (rapid test) laboratory testing on site;
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g.
ii. Blood draws, urine collection, and collection of other specimens ordered by Clinic's
medical staff or community providers for pick up by contracted lab vendor. Results
delivered to ordering provider.
iii. Cigna shall invoice Client directly for Laboratory Services incurred by Client's Eligible
Participants.
Personalized Coaching
i. Clinic Staff shall provide onsite health education to help support and facilitate the
Participants engagement with Client' disease management program(s).
ii. Assess lifestyle risks and discuss health improvement and preventive care and
coordinate additional care if required.
h. Pharmacy
i. Limited quantity and formulary pre - packaged physician prescription dispensing.
ii. Written prescriptions by Mid -Level Practitioner, as allowed by law.
i. Radiology Services
J•
a. Cigna shall arrange for the provision for radiology services ( "Radiology Services ")
through a local radiology provider participating in the provider network of Cigna's
parent company or affiliate and located near the Clinic. Digital radiology
equipment will not be located at the Clinic.
b. Radiology Services include Flat Plate, Ultrasound, and CT capabilities to be
conducted by a licensed radiologist.
c. Cigna shall invoice Client directly for Radiology Services based on referrals
provided to Participants by Clinic Staff only.
d. Other radiology referrals, such as referrals for MRIs or other radiologic studies,
and any referrals provided by non - Clinic Staff are not considered Clinic Services
under this Agreement and must be submitted to the health benefit plan and are
subject prior authorization review.
Management
i. Daily management of all clinic and administrative activities including but not limited to
operations and personnel.
7. OPERATIONAL ASSUMPTIONS
a. Cigna will use third party vendors contracted with Cigna, its parent companies or
Affiliates, for supplies and equipment whenever possible and financially beneficial to do
so.
b. No material changes to this Scope of Services shall be effective without the prior written
consent of the Parties in accordance with the Agreement.
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c. Cigna will ensure that its medical, professional and paraprofessional staff receive all
necessary and requisite statutorily mandated in- service, annual or proficiency training,
and other such professional or paraprofessional education and training programs
needed to ensure current proficiency in the professional or paraprofessional's particular
health care discipline or specialty.
8. REPORTING
a. Report Delivery
Cigna will arrange for the production and delivery of quarterly and annual reports
( "Reports ") to Client in accordance with Cigna's standard reporting package and
capabilities. Such Reports shall include the following:
i. Quarterly Reports:
a) Clinical
b) Operations
c) Medical Cost Savings and ROI
d) Productivity
e) Referral
ii. Monthly Key Performance Indicators Dashboard
The delivery timeframes, format, method and quantities for each Report shall be as
mutually agreed upon in writing between the Parties.
b. Report Privacy
Any and all Reports provided by Cigna or the Clinic(s) to Client or its designees
concerning the Services shall be in aggregate, de- identified form, unless otherwise
permissible in compliance with applicable federal and state privacy laws and regulations,
including but not limited to the Privacy and Security Rules of the Health Insurance
Portability and Accountability Act of 1996 (HIPAA), 45 CFR Parts 160 and 164, as
amended by the Health Information Technology for Economic and Clinical Health
(HITECH) Act.
c. Ad Hoc Reports
Cigna will produce and deliver ad hoc reports in such formats and timeframes as is
mutually agreed upon in writing between the Parties, provided that Cigna may assess
additional fees for any ad -hoc reports (or time required for specification and
development of such ad hoc reports) that have a material impact on the Fees paid by
Client to Cigna under Schedule B of the Agreement. Cigna will estimate any such
additional fees for pre - approval by Client.
9. ADDITIONAL SERVICES
a. Client may from time to time during the term of the Agreement request that Cigna
perform an additional service not covered under this Schedule A ( "Additional Service ").
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Upon receipt of such a request, Cigna shall submit a written proposal to Client for such
Additional Service which shall include:
i. A description of the services, functions, and responsibilities Cigna anticipates
performing in connection with such Additional Service;
ii. A schedule for commencing and completing such Additional Service;
iii. Cigna's prospective charges for such Additional Service, including a detailed
breakdown of such charges;
iv. A description of the human resources necessary to provide the Additional
Service.
b. Cigna shall not begin performing any Additional Service until Client and Cigna have
entered into a mutually agreed upon written amendment to the Agreement governing
such Additional Service.
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SCHEDULE B
FEES
PAYMENT TO CIGNA
Reference is made to the Professional Services Agreement by and between City of Clearwater
and Cigna Onsite Health, LLC, effective October 1, 2015. Capitalized terms in this Schedule B
shall be as defined in the Agreement, unless otherwise indicated.
1. Operating Budget
a. Cigna will use the attached Operating Budget (Appendix 1) as the projected budget for
Total Operational Expenses (Salaries and Benefits, Supplies, Other Direct Expenses,
and Systems Expenses), Infrastructure Costs, estimated Implementation Costs and
Management Fees related to the Clinic Services for the Initial Term. The Operating
Budget may be modified based on any change in the Clinic Commencement Date, delay
in the required Build -Out, or modification of services requested by the Client, as mutually
agreed upon by the Client and the Cigna. Cigna shall use its best efforts to manage all
Total Operational Expenses to those amounts listed in the Operating Budget. Client
acknowledges that said Operating Budget constitutes Cigna's good faith projection of
anticipated operating costs and expenses for the Clinics. Client understands and
acknowledges that the Operating Budget may change, based upon the volume of
Participants seen at the Clinics and other factors.
b. Sixty (60) days prior to the expiration of the Initial Term of the Agreement, Cigna shall
present to Client a proposed Operating Budget for the Clinic for any Renewal Term, and
Client and Cigna shall mutually agree on such Operating Budget. Thereafter during any
Renewal Term of the Agreement, sixty (60) days prior to the expiration of the Renewal
Term, Cigna shall present to Client a proposed Operating Budget for the Clinic for the
upcoming Renewal Term, and Client and Cigna shall mutually agree on such Operating
Budget.
2. Audit
a. Client or its designee shall be entitled to audit, upon forth -five (45) days prior written
notice to Cigna, all documents and records related to Operational Expenses, with the
exception of certain administrative and medical supplies and equipment, as
identified by Cigna. Cigna shall not be required to provide to Client invoices or records
concerning such administrative and medical supplies and equipment costs, where
disclosure of pricing of such supplies and equipment is prohibited by confidentiality
provisions in the applicable agreement between the vendor and Cigna for the purchase
of such administrative and medical supplies and equipment.
b. Audits shall be limited to one every twelve (12) months, and shall be conducted during
normal business hours, at Cigna's offices at mutually agreeable locations. Client or its
designee and their representatives conducting such audit shall be required to sign a
confidentiality agreement as mutually agreed upon by the Parties. Such audits shall not
include disclosure of Protected Health Information (PHI) as defined in the Privacy Rule
of the Health Insurance Portability and Accountability Act of 1996 (HIPAA).
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3. Adjustment to Operating Budget Baselines
a. In the event that Client requests additional clinical and /or administrative personnel to
provide the Services at the Clinic, the cost of which will exceed the staffing baselines set
forth in the Operating Budget (Appendix 1), Client shall pay to Cigna, in addition to all
Management Fees and Operational Expenses required in this Schedule B, an amount
equal to the additional staffing compensation incurred in connection with the additional
Services ( "Additional Resource Charges ").
b. If a Mid -Level Practitioner is on PTO or Leave, is ill or otherwise not available to provide
Services ( "Vacancy "), Cigna will inform Client of such Vacancy, and will determine in
consultation with Client if the position needs to be temporarily staffed. In the event that
Client elects to have such position filled on a temporary basis, Client shall so notify
Cigna in writing. Client shall be responsible for all additional payment for staffing such
Vacancies. Cigna shall use best efforts to manage the temporary labor utilized to fill
Vacancies. Additional staff shall be of equal or higher degree of professional or
paraprofessional designation as compared to Clinic Staff that are unavailable.
c. Client shall not be responsible for payment of any PTO or Leave for any Clinic Staff who
are independent contractors and not employees of Cigna. Client will only be responsible
for payment of PTO and Leave relating to any of Clinic Staff who are employed by
Cigna, as they are listed in Schedule A, Scope of Services. Client's responsibility for
payment of such PTO and Leave is included under the "Salary & Benefits" component
listed in the applicable Operating Budget (Appendix 1).
4. Operating Expense Report
On a quarterly basis, Cigna will provide Client with an Operating Expense Report for the
preceding quarter. Cigna shall issue the Operating Expense Report to a mutually agreed
upon contact for Client. Such Operating Expense Report shall include the following from the
Total Operational Expenses (Salaries and Benefits, Supplies, Other G &A, Systems
Expenses) from the Operating Budget (Appendix 1).
5. Payment
a. Client shall pay and reimburse Cigna for the following as listed in the Operating Budget
(Appendix 1):
i. Total Operational Expenses (Salaries and Benefits, Supplies, Other Direct
Expenses, Systems Expenses);
ii. Infrastructure Costs;
iii. Implementation Costs; and
iv. Management Fees.
b. In addition, Client shall reimburse Cigna for Additional Resource Charges incurred under
this Scope of Services.
[A04 -09900 /174996/1] 28 of 30
c. On or before the 20th day of each month, Cigna will issue to Client an invoice for Fees,
Operational Expenses, Implementation Costs and Additional Resource Charges
(collectively, "Clinic Fees ") due and owing for Clinic Services performed during the
preceding month (each "Billing Period "). Client shall pay Cigna within thirty (30) days of
receipt of an invoice for Clinic Fees.
d. Notwithstanding the above, Cigna shall invoice City of Dunedin directly for expenses
incurred by it's Eligible Participants for Laboratory Services; Flu immunizations; and
Radiology Services as described in under "Clinic Services" in Schedule A. City of
Dunedin shall pay and reimburse Cigna directly for such invoices.
6. Records
Cigna shall maintain such books, records and documents to reflect the expenditures of
all funds under the Agreement and all Schedules and Appendices thereto, in accordance
with generally accepted accounting principles. Cigna shall prepare and provide Client
with copies of an annual invoice summary statement and such other reports as the
Client and Cigna may mutually agree upon in writing.
[A04 -09900 /174996/1] 29 of 30
CIGNA Onsite Health
Prepared for: City of Clearwater/Dunedin
Projection valid thru. 1013112015
Estimate tor Three Full Years
Appendix 1
iffin
Participants - tifigkile for access
Projected Primary Care Visits
Prevention/Health Promotion Visits
Total Expected Visits
FTE's
Physician
Nurse Practitioner
Registered Nurse
Medical Assistant
Front Office
Tot* FTE's
Salaries 8 Benefits
Supplies
Other Direct Expenses
s
3.140
4,878
1,483
6,341
1,00
1.00
2.00
1.00
3,140
4.827
1,478
0.405
1.00
1.00
1.00
2.00
1.00
3;140
4,070
1.403
5488
1.00
1.00
1.00
2.00
1.00
0.00
745,000
238.000
52,000
58,000
6.00
765,000
2403.000
45,000
58,000
6.00
7secooa
254,000
48,000
kriEr=r1702L-7.1100.1104021fil li'-.7.::.:.,00-iniinglinEINNIERIZIENNIMINESEVENSIKKL.... IffitEraaa:
Mana
tmcture Cos
Fee
•
Itos2222c222221?
1,000
75,000
208,000
77,000
......1312.11KEETYASTRISONENNIMINFIZ,-•
275030
79,000
IffiltainaSSIONSIENr
it=frza.277.172t-,,,1
d!'fitit
rezerstrar. lEif,,itT174 -
"1:22111252117:2727112921111.2216,
Lrif.MM=tf,Lrff.ratZtLiEAi-• 221211211151, 7.:-„,MAINEINEMETWASSIDELEBEIMISOSSAUSEELMINEMINUMMISMISIONCIa 46211EVE
Assumptions
1 The facility is staffed a5 indicated in the FTE section above
2) Full-trne is considered to be 40 hours per week and represented by 1.00 FTE
3) Cost for cash collection at the site are not included
4) Operating oasts include system licenses based on the ntrnber of professional staff
5) Marketing for communications to those elttle for access to the site is darined at 510,000 in year one and 35.000 the
5) Recruitment cast staff is projected at ;10,000 per year.
Recructing fees, if necessary ba be paid in conjurction with staff hiring. (ea-. 510,1303 recruiting fee fa finical hires).
7) Does not include the cost of facility buildout
8) Does rot include the cost of tease
9) Assurnes 35% of elybie panzgant rewire a 6u shot in the dint
10) Visits include medical and health promotion based on pior cynic activity provided
11 Lab vendor win be paid through clinic instead of lab vendor sttiarnding a darn &redly to insurance. Est* nated at$1.50 pmprn in projection but client pays for actual imp's_
12) Indudes cost of prepackaged medicine at $15,03 per script assuring 1.5 scripts per visit Contingent on verificadon to rfspense d the state.
13) Includes estimate for temporary lalur coverage during employee PTO. Option to dose clinic during PTO ad eliminate the estimate. pass Ind/ eXpertee orgy charged r teeth
14) Does nal delude data conversian.
15) Corporate rt ..ctioe crf Medicine law vid need to be reironed. Aciacnal charges may apply for compliance.
The cost to contact for a practitioner tia deliver service Wean the law may be higher cc brier than projected. adual cash we passed through.
161 High Speed Internet must be available to the Waring and extended to demark within vents service distance requirements.
17) Radiology, expenses are included and assumed to average 5500 per month 451.003 per year).
18t Cigna bills Clearwater 100% for costs =hided in this ClearrAterfarlectin projectiert Clearwater then recovers 17% from Dinedn. However. pass Ihru services like lab,
Flu and Imagrig will be invoioed separatist)/ bent/ Clearwater and Duriedin. The otinfined estimated total of these services is 'effected m this projection.
game ueu expellee, only Marged fused)
(Pie 111161expense, only dialled it
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