HomeMy WebLinkAboutWinnebago County/Health Clinic CITY OF OSHKOSH
LEGAL DEPARTMENT
215 CHURCH AVENUE, P.O. BOX 1130, OSHKOSH, WI 54903-1130
PHONE: (920)236-5115 FAX (920)236-5106
LETTER OF TRANSMITTAL
To: Mark Harris Date: February 12, 2015
Winnebago County Pro'ect: N/A
From: Lynn Lorenson, City Attorney
To: Matthew Wiedenhoeft Re: Cooperation Agreement for
Oshkosh Area School District Operation of Employee Health Clinic
Please find: � Attached ❑ Under Separate Cover
❑ Copy of Letter � Agreement ❑ Amendment ❑ Report ❑ Agenda
❑ Meeting Notes ❑ Photos ❑ Mylars ❑ Change Order ❑ Plans
❑ Specifications ❑ Estimates ❑ Diskette ❑ Zip Disk ❑ Other
Quantit Descri tion
1 Each Ori inal Inter overnmental Coo eration A reement for O eration of an
Em lo ee Health Clinic
These are being transmitted as indicated below:
❑ For Approval � For Your Use ❑ As Requested ❑ For Review& Comment
Remarks:
cc: City Clerk (original)
Human Resources (copy)
City Attorney (copy)
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INTERGOVERNMENTAL COOPERATION AGREEMENT
UNDER WIS. STATS. SEC. 66.0301
FOR OPERATION OF AN EMPLOYEE HEALTH CLINIC
This Intergovernmental Cooperation Agreement ("AgreemenY') is entered into as of the
/�ay of Decembe� , 2014 ("Effective Date"), by and between W�IVIVEBAGo
Coutv�v, Wisconsin ("County"), the CITY oF Osxxosx, Winnebago County, Wisconsin
("City") and the Osxxosx AxEA ScxooL D�sTRICT ("District"), all of which are political
subdivisions of the State of Wisconsin and are organized and existing pursuant to the Wisconsin
Constitution, and enter into this Agreement under the authority granted in Wis. Stats.§ 66.0301
for the purpose of establishing a clinic to provide health and wellness services to its employees.
The County, the City and the District, and any additional members pursuant to Article 4
hereunder, are each sometimes referred to herein as a"Party"and collectively as the "Parties."
RECITALS
WHEREAS, the Parties wish to cooperate in the provision of health and wellness services
for members of the Parties' health plans through the operation of an employee health and
wellness clinic ("Clinic"), with the aims of better controlling health care expense and achieving
more healthful and productive employees, to the mutual benefit of the Parties and their
employees and taxpayers; and
WHEREAS, the Provider of the Clinic intends to lease agreed-upon premises located at
292 Ohio Street, Oshkosh, Winnebago County, Wisconsin ("Property"); and
WHEREAS, the Parties wish to have the Provider assist the Parties by establishing and
operating a wellness clinic at the Property and provide other value-added services, which will be
designed to assist the Parties in supplementing the current health benefit plans offered to the
Parties' respective employees, as well as reduce occupational medicine costs associated with
workers' compensation and decreasing lost productivity due to illness-related absences; and
WHEREAS, such Agreement may bind the Parties for the length of time herein specified;
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, the Parties agree as follows:
ARTICLE I
AGREEMENT TERM AND ADMINISTRATION
1.1 Agreement Term. The term of this Agreement (the "Initial Term") shall begin on
the Effective Date and end on January 1, 2018. Unless Terminated by any Party pursuant to
Section 4.1(a) of this Agreement, or modified in writing approved by all Parties hereto, this
Agreement will automatically renew for successive one-year Subsequent Terms on January 1,
2018, and each January 1 thereafter.
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1.2 Agreement Administrators. The following individuals are hereby designated as
the official Agreement Administratar for the Party identified. These individuals shall be
authorized to make decisions regarding operation of the Clinic and administration of this
Agreement, not inconsistent with this Agreement, with the Provider Contracts, and with the
authority granted to them by their respective governing body, and may accept service of any
official notice required under this Agreement or any amendment, addendum, or exhibit thereto.
Director of Human Resources, Winnebago County, Wisconsin
Executive Director of Business Services, Oshkosh Area School District
Director of Administrative Services, City of Oshkosh, Wisconsin
Any Party may replace an Agreement Administrator upon written notice to all other Parties.
ARTICLE II
OPERATION OF CLINIC
2.1 Contract with the Provider. Each of the Parties shall enter into a services contract
("Provider Contracts") with a health services provider ("Provider") to staff and operate the
Clinic. The Provider Contracts shall be for a term at least equal to the Initial Term of this
Agreement. At the time this Agreement was drafted it was anticipated that the Provider during
the initial term of this Agreement will be Interra Health, Inc., but the selection of the Provider
and the terms and negotiation of the Provider Contracts are the responsibility of the Parties. The
Provider Contracts shall establish the scope of services, staffing, hours of operation, pricing,
insurance requirements, indemnification and other provisions necessary for the operation of the
Clinic by the Provider.
2.2 Advisorv Grou�. The Parties hereby authorize and direct the creation of an
Advisory Group ("Advisory Group") consisting of one or mare representatives of each Party, as
designated by that Party's chief executive officer. The Advisary Group will meet at least once
each quarter to discuss operation of the Clinic, including, without limitation, the scope of
services, staffing, hours of operating, pricing, Provider Contracts, and all other provisions
necessary or beneficial for the operation of the Clinic. Other interested persons, such as but not
limited to consultants, may be invited to attend Advisory Group meetings by agreement of the
Parties.
The Advisory Group shall not have any authority to exercise any governmental authority,
may not make financial commitments on behalf of any Party, and may not act on behalf of or
bind any Party ar any Party's officers, agents, managers, or elected officials in any regard
whatsoever. The Advisory Group may discuss the Clinic operation as well as each Party's
management of their Provider Contracts in an effort to coordinate the overall Clinic operation in
the most beneficial manner possible. The Advisory Group may not require any Party to take any
action.
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ARTICLE III
PAYMENT OF CLINIC-RELATED EXPENSES
3.1 Payment of En�agement Fees and Improvement Costs bv Parties.
(a) Each Party shall be responsible for paying directly to the Provider a
portion of the Engagement Fee, as established by the Provider Contracts, according to the
following percentages:
County: 30%
City: 20%
District: 50%
(b) If the Parties agree that improvements should be made to the Clinic
facility at the Parties' expense, then the cost of such improvements will be paid accarding to the
same percentages as the Engagement Fees, unless the Parties all expressly agree in writing to a
different proportion.
3.2 Payment of Office Lease Expenses.
(a) Each Party shall be responsible for paying a portion of office lease
expenses for the Clinic directly to the Provider according to the following percentages, which
will remain fixed during the term of this Agreement unless modified by express agreement of all
Parties:
County: 30%
City: 20%
District: 50%
3.3 Pavment of Health Provider Expenses.
(a) Fees charged under the Provider Contracts for the services of nurse
practitioners, physician's assistants, chiropractors, medical assistants, and receptionists will be
paid by the Parties accarding to the following percentages, which will remain in effect at least
from the Effective Date through June 30, 2015:
County: 30%
City: 20%
District: 50%
(b) The Parties will initially purchase physician's assistant/nurse practitioner
service hours, and an equivalent number of inedical assistant service hours, in the following
amounts:
County: 24 hours per week, 46 weeks/year
City: 16 hours per week, 46 weeks/year
District: 40 hours per week, 46 weeks/year
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If during the term of this Agreement the total number of physician's assistant/nurse practitioner
service hours being purchased under the Provider Contracts falls below eighty (80) hours per
week, and causes any additional expense to any Party, the additional expense will be borne by
the Party or Parties whose service hours are below the initial service hours as stated above.
(c) In June 2015, and each September, December, March, and June thereafter
during the term of this Agreement, the Parties through the Advisory Group will examine the
usage of Clinic services by employees and dependants of each Party over the past quarter and
over the past four quarters (if applicable), and will consider in good faith whether the number of
service hours of any category of service should be increased or decreased and whether the
percentage of fees for health care services paid by each Party should be adjusted. Any adjustment
will be effective only upon mutual agreement of the Parties.
3.4 Payment of Expenses for Special Services. If any of the Parties requires a
specific program or service to be developed and delivered by the Provider, then the costs
allocable to that specific program or service will be the sole responsibility of the Party or Parties
requiring the program or service and will not be included in the costs allocated under Section 3.3.
3.5 Time of Pavment. Each Party must make each payment required under this
Article to the Provider, or as directed by the Provider, within the time specified or provided for
each payment under that Party's Provider Contract.
ARTICLE IV
TERMINATION OF AGREEMENT; WITHDRAWAL OR EXPULSION OF PARTIES;
NEW PARTIES
4.1 Withdrawal of Parties.
(a) Any Party may terminate this Agreement and withdraw as a Party at the
expiration of the Initial Term, or at the expiration of any Subsequent Term, by delivering written
notice of termination to the other Parties in accordance with the following provisions:
(i) The termination date ("Termination Date") shall be the last day of
the then-current Initial Term or Subsequent Term, as the case may
be.
(ii) The Party electing to terminate this Agreement shall deliver to the
other Parties written notice of termination not later than 90 days
prior to the Termination Date.
(b) Upon withdrawal, the withdrawing Party shall remain responsible for its
share of costs incurred prior to the Termination Date, and will not be entitled to recoupment of
the Engagement Fees or any improvement costs paid. The terminating Party shall continue to be
responsible for all costs which survive the termination of the Provider Contract, as provided for
in the Provider Contract.
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4.2 Expulsion of Parties.
(a) A Party may be expelled from this Agreement for cause by majority vote
of the other Parties. Cause for termination consists of a substantial breach of the terms of this
Agreement or a failure to cure any Default under Article VI.
(b) Upon expulsion, the expelled Party continues to be responsible for its
share of the costs of any improvements, Engagement Fees, office lease expenses, health care
provider fees, and expenses for special services incurred prior to such expulsion pursuant to this
Agreement until the end of the Initial Term or current Subsequent Term. Unless relieved of this
obligation by mutual agreement of the remaining Parties, the expelled Party shall also continue,
until the end of the Term, to be responsible for payment of fees for the initial number of hours
per week of nurse practitioner services or physician assistant services as provided for in Section
3.3(b) above.
4.3 Addition of New Parties.
(a) After the Effective Date of this Agreement, additional municipalities (as
that term is defined in Wis. Stat. § 66.0301) may join in this Agreement upon unanimous
approval by the existing Parties. Approval shall be conditioned upon the adoption by the
governing body of the new municipality of the terms and provision of this Agreement by
resolution, with a certified copy of the resolution provided to each Party.
(b) Before a new Party joins under this Agreement pursuant to this Section
4.3, all Parties must agree on the percentage of Engagement Fees and improvement costs as well
as the initial percentage of health care provider fees to be borne by the new Party.
ARTICLE V
STATEMENT OF COMMITMENT; DISPUTE RESOLUTION
5.1 The Parties entering into this Agreement with a full understanding that the success
of the Clinic depends upon the commitment of the Parties to work diligently and cooperatively to
accomplish their mutual objectives with respect to the Clinic.
5.2 The Parties acknowledge and agree that they shall endeavor to resolve any and all
issues that may arise under this Agreement in good faith and in a spirit of cooperation consistent
with the intent of this Agreement.
5.3 In case any dispute regarding the validity, operation, enforcement, breach, or
interpretation of this Agreement may arise which cannot be resolved by mutual consent of the
Parties, then the Parties shall, in good faith, attempt to mediate any dispute arising out of or in
connection with this Agreement with a mediator selected by and agreed upon by the Parties. In
the event the Parties are unable to reach a satisfactory resolution through mediation, all disputes
shall be settled by binding arbitration pursuant to the Commercial Arbitration Rules of the
American Arbitration Association and shall be conducted before a single arbitrator, selected by
and agreed upon by the Parties. The arbitrator shall determine the procedure for the arbitration,
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including number of documents and witnesses, length of testimony, admission of evidence, rules
of procedure, party statements, and, to the extent authorized by the arbitrator, briefing.
Arbitration shall be held in Oshkosh, Wisconsin. The decision and award of the arbitrator shall
be final and binding upon the parties, and judgment may be entered on the award in any court of
competent jurisdiction. The arbitrator's decision shall be in writing, contain findings of fact and
conclusions of law, and shall be issued within fifteen (15) business days of the closing of the
record. The parties intend this provision shall survive termination or expiration of this
Agreement.
ARTICLE VI
DEFAULT
If any Party shall fail to perform, or shall violate, any covenant, term, condition, or
obligation of this Agreement, and if such failure to perform ar such violation shall remain
uncured for a period of thirty (30) days or more after notice of such failure or violation from any
other Party, then such failure or violation shall constitute a "Default" under this Agreement;
provided, however, that if such failure or violation cannot reasonably be cured within the
pertinent thirty (30) day period, and if the Party notified of its failure or violation thereafter
immediately commences and diligently and without interruption pursues a eure of such failure or
violation, then such Party shall have a reasonable period, not exceeding one hundred twenty
(120) days, to cure such failure or violation before the same shall be considered a Default. In the
event of any Default, each non-Defaulting Party shall, without any notice (except only the notice
of failure or violation required under this Article VI), be entitled to exercise at its option—
whether concurrently, successively, or in any combination—any and all remedies available at
law or in equity, including without limitation any one or more of the following: (i) expulsion of
the defaulting Party under Section 4.2; and (ii) recovery from the defaulting Party of all cost,
damage, loss, and expense (including attorneys' fees) reasonably paid or incurred by each non-
Defaulting Party as a result of any such Default.
ARTICLE VII
AUTHORIZING RESOLUTIONS
This Agreement is entered into by the Parties pursuant to the authority granted under
Wis. Stats. § 66.0301 and other provisions of the Wisconsin Statutes. By resolution or ordinance
adopted by its governing body, each Party has authorized and directed the representatives of the
governing body to enter this Agreement on behalf of the Party.
ARTICLE VIII
HIPAA COMPLIANCE
Each Party agrees to comply with the Health Insurance Portability and Accountability
Act of 1996 and its implementing regulations ("HIPAA") to the extent those regulations apply to
the services provided to the Party under the Provider Contract and this Agreement. The Parties
recognize the importance of protecting the privacy and security of protected health information.
The Parties agree to only use and disclose protected health information in accordance with state
and federal law.
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ARTICLE IX
RECORDS
The Parties shall maintain such records and financial statements as required by state and
federal laws, rules, and regulations. The Parties shall have a duty of cooperation to each other as
to access to and maintenance of such records and financial statements and all Parties agree to
cooperate with one another to provide access to records and financial statements that promote the
efficient provision of services by, and operation of, the Clinic.
ARTICLE X
MISCELLANEOUS
10.1 No Assi�. No Party to this Agreement may assign its interest in this
Agreement to any other entity or individual.
10.2 Entire Agreement; Rules of Construction. The Parties acknowledge and agree
that this Agreement, including the recitals which are incorporated into and made a part of this
Agreement, expresses the entire agreement between the Parties as to the subject matter of this
Agreement, and that this Agreement replaces and supersedes any prior negotiations and
agreements, written or oral. The Parties further acknowledge and agree that each Party has been
adequately and fully represented in connection with the negotiation and execution of this
Agreement, and that, accordingly, rules of interpretation that signify that an agreement shall be
construed against the drafter shall not apply.
103 Captions. The captions or headings in this Agreement are for convenience and in
no way define, limit, or describe the scope or intent of the provisions of this Agreement
10.4 Governing Law. The laws of the State of Wisconsin shall govern the
interpretation and enfarcement of this Agreement. Venue over any action brought under this
Agreement, including any action to enfarce an arbitration decision or award, will lie in the
Circuit Court for Winnebago County.
10.5 Counterparts. This Agreement may be signed in any number of counterparts with
the same effect as if the signatures were on the same instrument.
10.6 No Third-partv Beneficiaries. This Agreement is entered into for the sole and
exclusive benefit of the Parties. No third party (including, without limitation, any employees of
the Parties) shall have, obtain, or derive from this Agreement any rights or other benefits or
interests, under law, in equity, ar otherwise.
10.7 No Joint Venture. Nothing contained in this Agreement shall be deemed or
construed as creating a partnership or joint venture between the Parties.
10.8 Exculpatorv Provision. The Parties expressly acknowledge and agree that,
anything herein to the contrary notwithstanding, that no officer, director, employee, agent, or
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official (elected or appointed) of any Party shall have any personal liability or obligation arising
out of this Agreement, and no Party shall make any claim to the contrary.
10.9 No Waiver. No failure to exercise, and no delay in exercising, any right, power,
or remedy under this Agreement on the part of any Party shall operate as a waiver of such right,
power, or remedy, nor shall any single or partial exercise of any right, power, ar remedy preclude
any other or further exercise thereof or the exercise of any other right, power, or remedy. No
express waiver shall affect any event or default other than the event or default specified in such
waiver, and any such waiver, to be effective, must be in writing and shall be operative only for
the time and to the extent expressly provided therein. A waiver of any covenant, term, or
condition contained in this Agreement shall not be construed as a waiver of any subsequent
breach of the same covenant, term, or condition.
10.10 Severabilitv. The terms of this Agreement are severable and any determination
by any court or agency having jurisdiction over the subject matter of this Agreement that results
in the invalidity of any part shall not affect the remainder of the Agreement.
10.11 Indemnification. Each Party retains for itself all legal responsibility for any
injuries, claims, or losses arising from ar caused by the acts or omissions of its agents or
employees acting within the scope of their employment. Nothing in this Agreement shall be
construed as an assumption or indemnification by one Party of any legal liability of the other
Party. The obligations of the Parties under this provision shall be subject to the limitations set
forth in Wis. Stat. § 893.80 and Wis. Stat. § 895.46, and shall survive the expiration or
termination of this Agreement.
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective
Date.
WINNEBAGO COUNTY,WISCONSIN:
John Bodn�r,Corparation Counsel
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( ' nature) (Date)
Mark Harris, County Executive
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(Signature) (Date)
CITY OF OSHKOSH:
Mark A. Rohloff, City Manager
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(Si aturej (Date)
PameIa . U?�rig, City Cl�
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(Signature) / ( ate)
Trena Larson,Director or Finance
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(Signature) (Date)
Lyn . Lorenson, City ttorney
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OSHKOSH AREA SCHOOL DISTRICT:
Matthew Wiedenhoeft, Board President
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(Signature) (Date)
Steve Eliasen,_Board Cle
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(Signature) (Date)
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