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HomeMy WebLinkAboutAgreement_General_07/13/2017 (3)CADRPLUS CUSTOMER SERVICE AGREEMENT (Group Services) Effective Date: 10/01/17 Village of Tequesta RE: Service Agreement between Providence Financial Group, LLC ("Company' or "CADRPIus"), a Michigan limited liability company, exclusive Reseller of the CADRPIus Telehealth Program (also referred to as "Call A Doctor Plus" and "CADRPIus" and "CADR+"), PO Box 361, Canton, CT 06019; and Village of Tequesta ("Customer") at 345 Tequesta Drive, Tequesta, FL 33469-0273. Dear Village of Tequesta, Call a Doctor Plus is pleased to provide your group with our telemedicine services pursuant to the terms and conditions of this letter ("Letter") and the following exhibits and schedules (collectively the "Agreement"): Exhibit A: Terms and Conditions Schedule 1: Description of Services Schedule 2: Pricing While it is important to have an Agreement, having a relationship with our customers is our highest priority. CADRPIus is committed to customer service and satisfaction. Please acknowledge your acceptance of the terms and conditions of this Agreement by signing this Letter in the space provided below and returning a signed copy of this Agreement to us. Thank you and we look forward to providing you with our telemedicine services. Providenc F n c roup,-LLI By: Louis Daniels, CEO Acknowledged and Agreed to by Customer: Print name of Custorne I ►cl)q L\e. Co i,,, Print name of Authorized Customer Represebtative Print title �A thorize presentative Signature Customer addressF L �� 11 `t 5 5 leclues"t / EXHOfT A TERMS AND CONDITIONS 1. SERVICES. During the Term(as defined below)and on a non-exclusive basis,CADRPlus will provide Customer with the Teledoc telemedicine services set forth an the attached Schedule 1 (`Serr a,)for use by Customer's members, Including their legal dependents(collectively,`tY�b'as more specifically defined on the attached Schedule 21. 2. DUTIES OF THE PARTIES. A. Duties of CADRPIus. CADRPlus shall 01 deliver and support the Services;(ii) manage and securely maintain a database of Member profile information provided by Customer;and(W-)provide Customer with ublaabon reports. CADRPIus may discontinue any Service without liability at any time; provided, however, CADRPlus will use reasonable efforts to nobly Customer and Members in advance of any such discontinuation. B. Duties of Customer. Customer shall(1)promote the use of the Services to Members;(i)submit to Company or its designated TPA enrolment and eligibility iMormafbn from Members;(nr)provide updated enrollment and eligibility Information to Company or its designated TPA on a monthly basis; (iv) promptly distribute any Member identification and password bfonmation which may be provided by Company or Teladoc to enable each Member to activate his/her account and use the Services;(v)bill and cogec all payments from Members,if applicable;and (vi)timely make all payments to Company. 3. PRICING AND PAYMENT. Customer shag pay Company or is designated TPA 0)a per Eligible Member, per month fee f'PEPM Fee' as set forth on the attached auk; 2: and (1) any other fees as indicated on the attached Schedule 2. Begone any Services wig be delivered to Customer by Company. Customer shag pay Company or its designated TPA the first PEPM payment and any enrollment fees as outlined on Schedule 2 for all nwa%bers included in Company's Member Census File. After Services are delivered, Company or its designated TPA will invoice Customer on the basis indicated on Schedule 2 and all payments will be due upon receipt of invoice. Any payment not received by Company or is designated TPA on or before the due date shag bear interest commencing 15 days after the due date until paid in fug at the lesser of one and one half percent(1%%)per month or the maximum rate allowed by applicable law. Any invoice 28 days in arrears will result in suspension of the Services. Company reserves the right to change the PEPM Fee and other fee pricing for any future Effective Period upon providing written notice to Customer at least sbdy (60)days prior to the expiration of the titan-current Effective Period. Customer is solely responsible for billing and collecting all monies due,9 any.from Members in connection with the Services. All amounts shag be payable by Customer to Company or is designated TPA without right of setoff, deduction or demand. Payment must be made either by ACH transaction or by malting a paper check to the following address: CADR+ Attn:Accomhts Receivable PO Box 361 Canton,CT 06019 4. TERM AND TERMINATION. Unless otherwise set forth, this Agreement shag be effective until the one year adanniversary ry of the Effective Deft of this Agnmirrierit. and shag� niversary of Effective Date. Each r period of this Agreement such shorter renew for additional one-year rp effectiveness as mutually agreed to by Company and Customer)is referred to as an`Effective Period'and collectively all of the Effective Periods of this Agreement are referred to as the'Terry.'Either party may terminate this Agreement at any time by providing the other party at least ninety (90) days prior written notice. Company may irrirnediately terminate this Agreement upon written notice to Customer R Customer()fags to make any payment to Company or its designated TPA when due and such failure continues for a period of fgteen(15)days following written notice of such failure by Company to Customer;or(9)breaches any provision of this Agreement. 5. OWNERSHIP. All materials, including ag copyrights, trademarks, logos and other idenWft marks (collectively 'lulatert�7 provided by Company to promote and/or provide Information about the Services are and shag remain the exclusive property of Company. All Materials are proprietary and may not be reproduced,duplicated or disseminated for any purpose other than to promote and/or inform Customer and Members about the Services. CADRPks.com, 2 Teladoc.com,MyLlfeVatues.com and any other Web sita(s)made available by Company for promotion and/or use of the Services(collectively,the wetalte'),are and shall remain the exclusive property of Company and Teledoc. 6. NON-DISCLOSURE. Company and Customer both agree, except as otherwise set forth in this Agreement and unless otherwise required by law or competed by a court of competent jurisdiction, not to disclose the terms and/or conditions of this Agreement or any information provided to the other party with respect to this Agreement or the Services to a third party,widwmA the prior written consent of the other party. 7. REPRESENTATIONS AND WARRANTIES. A. Company represents and warrants to Customer that Company and Teladoc via abide by and comply with the Health insurance Portabilidy and Accountability Act of 1996 with respect to any personal medical information provided to Company or Teladoc by Customer and/or a Member. B. Curgtorner acknowletiges, understands, and agrees that(i)the physicians providing services in connection with the Services will not treat severe and/or emergency conditions as part of the Services and may recommend that Members visa their primary care physicians, specialists or local facility if deemed appropriate. in the sole and absolute discretion of such physicians: and (ii) when a Member provides prior written permission, physicians providing services in connection with the Services will facilitate continuity of care. C. Each party represents and Warrants to the other party that p)It has the full rigfut,power.and authority to enter Into and to perform this Agreement; (1)the execution,delivery, and performance of this Agreement have been duly authorized by all necessary corporate action;and(11)this Agreement constitutes a valid and binding obligation of such party, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization,moratorium,and odd laws atfexting the rights of creditors generally. D. DISCLAIMER OF WARRANTIES. COMPANY DOES NOT WARRANT THE UNINTERRUPTED OR ERROR. FREE OPERATION OR PROVISION OF THE SERVICES. ALL INFORMATION, MATERIALS,AND SERVICES ARE PROVIDED TO CUSTOMER AND/OR ANY MEMBER'AS IS." EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, COMPANY HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SATISFACTION OF GOVERNMENT REGULATIONS REQUIRING DISCLOSURE OF INFORMATION ON PRESCRIPTION DRUG PRODUCTS, OR ANY TREATMENT, ACTION OR APPLICATION OR PREPARATION OF MEDICATION BASED ON INFORMATION OFFERED OR PROVIDED THROUGH THE SERVICES. 8. LIMITATION OF LIABILITY. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY OF THE FOLLOWING ARISING OUT OF THIS AGREEMENT AND/OR THE SERVICES:ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES,WHETHER BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT. NEGLIGENCE, STRICT TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.CUSTOMER ACKNOWLEDGES AND AGREES THAT COMPANY'S AGGREGATE LIABILITY TO CUSTOMER FOR ANY DAMAGES, LOSSES, FEES, CHARGES. EXPENSES AND/OR LIABILITIES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND/OR THE SERVICES SHALL NOT EXCEED THE FEES PAID BY CUSTOMER PURSUANT TO THIS AGREEMENT FOR THE ONE(1)MONTH PERIOD PRIOR TO THE FIRST OCCURRENCE OF THE APPLICABLE DAMAGES,LOSSES,FEES,CHARGES,EXPENSES,AND/OR LIABILITIES. 9. INDEMNIFICATION. Each party(each,the'1gdgMMMdna Parlv'1 agrees to defend. indemnify and hold harmless the other party and the other pwWs owners, officers, directors, employees, aontrack s, representatives, agents, and afffiiated entities (collectively, the 'kxkmvWmd Parties) from and against any third party claims (each. a "Clam") arising out of or in connection with any breach of this Agreement by the Indemnified Party including,vrftM limitation, a breach of any region,warranty, covenant,or obligation under this Agreement. The lndemnMW Party shall Promptly notify the Inrdernrnlfying Party in writing of any Claim and shall reasonably cooperate with the Indemnifying Party in the defense of such Maim. Nothing contained in this Agreement shall be construed as waiving Customer's sovereign immunity beyond the waiver provisions of Sec. 76828, Florida Statutes. customers responsibility to Indemnify CADRPIus shall be limited to the amounts set forth in Sec.768.28, Florida Statutes, including knits on the 3 award of attorney's fees. Nothing contained in this Agreement shall be construed as Customer's consent to be sued. 10. GENERAL TERMS. This Agreement is the entire agreement between Company and Customer and supersedes any prior understandings or written or oral agreements between Company and Customer with respect to the subject matter of this Agreement.No waiver of a breach of any provision of this Agreement by any party shall be construed as a waiver of a subsequent breech of the same or any other provision of this Agreement.Cuslomer's obligation to pay for any Services received by Company or Teladoc and each of the provisions of Sections 5 through 12 shall survive the expiration or earlier termination of this Agreement The invalidity of any provision of this Agreement shall not affect the enforceability of the remaining Agreement or any other provision of the Agreement. AN exhibits and schedules to this Agreement are true,correct, and are hereby incorporated into by reference and made a part of this Agreement. This Agreement shall be Minding upon, hire to the benefit of, and be enforceable by Company and Customer and their successors and assigns.This Agreement shall not be construed to give any parson other than Company and the Customer any legal or equitable right,remedy or claim under or with respect to this Agreer nwiL This Agreement may only be amended or changed pursuant to a written document duly executed by both Company and Customer. This Agreement will not create a joint verhhne,partnership or other formal business relationship or entity of any kind,or an obligation to form any such relationship or entity. Each party will ad as an independent entity and not as an agent of the other party for any purpose,and neither will have the authority to bind the other. 11. NOTICES. All notices and other communications required pursuant to this Agreement shah be written and shall be delivered by harddeNvery or by nationary rimed overnight delivery service(such as FedEx,UPS,DHL or USPS Express Mail). AN such notices and other communicwlions shall be addressed to the parties at the addresses set forth In the Lefler or to such other address as a party may designate by notice complying with the temps of this Section. Each such notice shy be deemed delivered 0)on the date delivered If by hand-delivery;or(11)on the date delivered or the date delivery is refused by the recipient,t by nationally recognized overnight delivery service. 12. DISPUTE RESOLUTION. Except as otherwise specifically set forth In this Agreement, the parties hereby agree to resolve any and all controversies, dams and/or disputes arising out of this Agreement (each, a 'D' untie') solely pursuant to the teams of this Section. A. Management Resolution. All Disputes shag first be referred to the parties' authorized reproves for discussion and resolution of the Dispute(1MMV9MM2M Resolution7, which representatives are the individuals who have executed this Agreernert on behalf of their party. B. Ate' If Management Resdution fails to resolve the Dispute,then the Dispute shall be resolved by final, binding arbitration ('Arbitration')administered by the American Arbitration Action ('AAA') under the AAA's Commercial Arbitration Rules. In the event of any Arbitration, action to compel Arbitration, action to enforce an Arbitration award or action to seek irgunctive relief pursuant to this Agreement, the prevailing party in such proceeding shag be entitled to an award of their reasonable attorneys'fees and costs for each such proceeding, Including the Arbitration,trial and for all levels of appeal. C. Governing taw:Venue: Jurisdiction. This Agreement shah be governed by, and construed in accordance with, the laws of the State of Mk:hVan(Without giving effect to princhpies of conflicts of laws). For any action to compel Arbitration, enforce an Arbitration award or seek injunctive relief pursuant to this Agreement, the parties hereby expressly consent to the(I)venue of Oakland County, Michigan,USA, and each party hereby expressly waives any objection to such venue based upon fiorrrrn or otherwise. and (N) Jurisdiction of the state and/or federal courts in and/or for Oakland Coun ly,Michigan,USA. D. b1mg fie Relief.Cumulative Remedies. Each party acknowledges and agrees that a violation or breach of any of the ownership or non-disclosure provision of this Agreement could cause irreperablet harm to the ran-breaching party for which monetary damages may be difficult to ascertain or an Inadequate remedy.Therefore,each party will have the right,in addition to its other rim and remedies,to seek and obtain Injunctive relief for any violation of the ownership or non-disclosure provisions of this Agreement, and each party hereby expressly waives any objection,in any such equable action,that the other party may have an adequate remedy at law.The rights and remedies set forth in this Agreement are cumulative and corcxhnert and may be puhrsued separately.successively or together. 13. Ofiice of the Inspector General:Pursuant to Article XII of the Palm Beach County Charter. the Offcoe of the Inspector General has jurisdiction to investigate municipal matters, review and audit municipal oortracts and other 4 transactions, and make reports and reoortrnendations to municipal governing bodies based on such audits. reviews or investigations. AN parties doing business with the Village of Tequesta shall fully cooperate with the inspector general in the exercise of the inspector general's hxxxions,authority and power. The inspector general has the power to take swum staternents,require the production of records and to audit,monitor, investigate and inspect the activities of the Village of Tequesta, as wall as contractors and bbbyists of the Village of Tequesta in order to detect,deter, prevent and eradicate fraud,waste,mismanagement,misconduct and abuses. Public Records:in accordance with Sec. 119.0701,Florida Mutes,CADRPkrs must keep and maintain this Agreement and any other records associated therewith and that are associated with the perliormanos of the work described in the Scope of Services. upon request, CADRPIus must provide the public with access to such records in accordance with access and cost requirernents of Chapter 119,Florida Statutes. Further, CADRPIus shall ensure that any exempt or confidential records associated with this Agreement or associated with the performancia of the work described in the Scope of Services are not disclosed except as authorized by law. Finaly,CADRPlus shall retain the records described in this paragraph throughout the performance of the work described in the Scope of Services,and at the conclusion of said work and upon ram, transfer to the Customer, at no cost to the Cusiorner, all such records in the possession of CADRPkis and destroy any duplicates thereof. Records that are stored electronically must be traradbrred to the Customer in a format that is compatible with the Custorrrer's information technology systems. 5 SCHEDULE 1 DESCRIPTION OF SERVICES CADRPlus: 1. CADRPIus provides an exclusive bundled service compromised of two leading services, TELADOC and WELLCARD HEALTH Il. Implementation-CADRPIus services can be implemented within 30 days of receipt of eligMty data. a. Member Eligibility File: CADRPlus or its designated TPA to provide eligibility file template detailing the information required from Customer to enroll Members in CADRPkus: • Name/Address/Phone I Email/DOB/Gender I Company Ill. Fuifiirnerrt CADRPkus or its designated TPA will provide the following. 1. A welcome email sent to the email address provided outlining the steps to activate the member's account and access services. 2. Membership Card with integrated Color tri-fold brochure mailed to facility where member works. 3. Toll-free numbers and website login information. IV. Utilization Marketirw Awareness Prooram Online/O(f w*-CADRPIus will provide Customer with marketing materials in dill format to use as needed with communications with eligible persons about the CADRPIus benefits. a. Customer agrees to communicate about CADRPkus benefits miniruxn quarterly: 1. Create joint Marketing/Awareness Team and agree on schedule of communication to eligible persons- 2. Rollout Internal Awareness Program incorpors ing CADRPIus Services a. information on its intranst,newsletters,mail and other communication methods. 3. Digital examples of,posters,payroll stuffers,Employee PPT,1&2 page brochures,letters, etc. 4. Flash Demo with link 5. CADRPIus to work with Customer to develop employee taiftnon ial to use in internal oommui*ations 6. Content can be put on the insurance card provided by your current plan b. Additional of ie marketing initiatives and pieces can be available and customized at additional cost. i. Branding and customizing brochures,magnates,key chains,etc. TELADOC: V. Teladoc provides a network of licensed physiaans and speaalists accessible via telephone, video or mobile phone application. VI. Coverage for Members.inc Wkm kcal dependents. VII. Membership Cards with unique identification number for each Member. Vi ll. PhvsicJarh Cordons-Available 24 hours per day,7 days per week,and 365 days per year. b. BY PHONE Members access to a special Member only toll-ftee number. i. Prfo UsuaNy w/Vn t hour. Requires receipt of a completed Medical Assessment and History Questionnaire to create a physmiardpadent relationship and for medicadom to be ordered. ii. By avarvable by nod day. Requires receipt of a completed Medical Assessment and History Questionnaire to create a physician/patient relationship and ordering mediications. c. ONUNE L W4@T Seine video cmisulboon with a physician through our secure video confemncing system. IX. PrescrOtion Program - Ony Members who have accurately and fully completed the Medical Assessment and Hiskiry Questionnaire and established a physician/pabent relationship are eligible to receive medications. NO controlled medications are available through Teladoc. X. Member Services Toil Free Stmport Members have access to Member orgy toll-free support,2417. XI. Physician Response Tunes: a. TekCorwuk By Appoirhtmerht—Within approximately 24 hours. b. TeWConsult Priority Within approximately 10 minutes,but no keter than within 1 hour. XII. Svstern Availal thr-Commercially reasonable efforts to crake the Services available in full at all times. XIII. Reoorls-Access to utd'¢ation reports of the Members for Customer's review-minimum quarterly 6 SCHEDULE 2 PRICING MEI1__BERV 0 Full-Time Employees 0 Legal Dependents up to five(5) 0 Part-Tine Employees Total Members Covered: 100 Enrollment Date: 10/01/17 PLAN SUBSCRIBED: 0 WHOLE GROUP RECURRING PEPM FEES: 0 WHOLE GROUP-Member+Dependents $6.50 PEPMZ_ ONE-TIME FULFILLMENT FEES: 0 Electronic Fulfillment(Confirmation&Welcome Emails) 0 Included ❑ Customer 0 Hard Mailer to House Welcome Brochure 1.75 PM 0 Included ❑ Customer SILUNG CYCLE: 0 Monthly ❑ Quarterly ❑ Annually Member CADRPIus Registration Fees Paid bv: ❑ Member ❑ Customer 0 Waived Dependent CADRPIus Registration Fees Paid by: ❑ Member ❑ Customer 0 Waived Consultation and Telephonic Fees: By APPofi drnent $00.00 Paid by: 0 Included ❑ Member ❑ Customer Priority $00.00 Paid by. 0 Included ❑ Member ❑ Customer Video Consult $00.00 Paid by: 0 Included ❑ Member ❑ Customer Onkne Resources $00.00 Paid by. 0 Included ❑ Member ❑ Customer 1 The term'jam greens each employes of Qntonw,or,in Vie case of a haft assoc atbn,registered members of such aseociedon,hrduding up to f w(5)legal I r q In -a of each employem.m, er.Orgy enooy hnembers,and not dWr bgal dependents,are included in Me court of Members for caiculating the PEPM Fee. 7 This PEPM price of$6.5D 1 R 1 A 100%udLeadon of the Tdadoc service for 20IS=7. The PEPM rate wN be adjusted upon renewal each year up or down by S.04 PEPM per 1%dWerance from 10D%for Vre aomd udkzo m of Vrs prior cdender year. The addMad ood or refund of$.04 per 1% rate is guaranteed to ranairr the same and wN not be subject to instate prior b renewd in Ocbber 2019. 7 Village of Tequesta Utilization Cost Increases for 2017 Renewal Estimates udlizatlan Eft Below 50% $ 4.50 55% $ 4.70 60% $ 4.90 75% $ 5.50 100% $ 6.50 150% $ 8.50 200% $ 10.50 PUBLIC RECORDS. In accordance with Sec. 119.0701, Florida Statutes, CONTRACTOR must keep and maintain this Agreement and any other records associated therewith and that are associated with the performance of the work described in the Proposal or Bid. Upon request from the Village's custodian of public records,CONTRACTOR must provide the Village with copies of requested records, or allow such records to be inspected or copied, within a reasonable time in accordance with access and cost requirements of Chapter 119, Florida Statutes. A CONTRACTOR who fails to provide the public records to the Village,or fails to make them available for inspection or copying, within a reasonable time may be subject to attorney's fees and costs pursuant to Sec. 119.0701, Florida Statutes,and other penalties under Sec.119.10,Florida Statutes. Further, CONTRACTOR shall ensure that any exempt or confidential records associated with this Agreement or associated with the performance of the work described in the Proposal or Bid are not disclosed except as authorized by law for the duration of the Agreement term,and following completion of the Agreement if the CONTRACTOR does not transfer the records to the Village. Finally, upon completion of the Agreement, CONTRACTOR shall transfer, at no cost to the Village,all public records in possession of the CONTRACTOR, or keep and maintain public records required by the Village. ff the CONTRACTOR transfers all public records to the Village upon completion of the Agreement, the CONTRACTOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the CONTRACTOR keeps and maintains public records upon completion of the Agreement, the CONTRACTOR shall meet all applicable requirements for retaining public records. Records that are stored electronically must be provided to the VILLAGE, upon request from the Village's custodian of public records, in a format that is compatible with the Village's information technology systems. IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, PLEASE CONTACT THE VILLAGE CLERK, RECORDS CUSTODIAN FOR THE VILLAGE, AT (561) 768-0685, OR AT Immilliamsfteauesta.ci OR AT 345 TEQUESTA DRIVE,TEQUESTA, FLORIDA 33469.