CM-2015-960 - 10/15/2015PENDING FINAL SIGNATURE
FROM OTHER PARTY
HEAt�LTHySCREENING SERVICE AGREEMENT
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THIS HEALTH SCREENING SERVICES AGREEMENT ("Agreement") is made this 6th day of October, 2015
("Effective Date") entered into by and between Seton Family of Hospitals, a Texas non-profit corporation, with an
address at 1345 Philomena, Austin, Texas 78723 ("Seton") d/b/a Seton Medical Center Williamson and City of
Round Rock, 221 E. Main Street, Round Rock, Texas 78665 ("Facility").
WHEREAS, Facility is an employer and desires to engage Seton to perform health screening services for
employment related purposes ("Services") pursuant to the terms and conditions provided in this Agreement; and
WHEREAS, Seton desires to perform the Services for Facility;
NOW THEREFORE, and in consideration of the mutual promises contained herein, the parties agree as follows:
1. Services. Seton agrees to provide the Services to Facility. The nature and scope of the Services shall be
described in more detail in Exhibit A to this Agreement, which is hereby incorporated by reference. Seton shall
use its reasonable best efforts to provide all of Facility's requirements for Services; however, Facility
acknowledges that from time to time, Seton's workload may exceed its capacity, and at those times Facility will
have to find alternate sources for the Services and Seton shall be excused fiorn performing the Services.
2. Consents, Etc. Facility shall obtain all consents, physician orders, and other authorizations, signatures and/or
documentation required or appropriate, and provide copies of same to Seton as needed, so that Seton may
provide the Services. Seton may, at any time, refuse to provide Services if appropriate consents, orders or other
documentation is not provided as required by Seton policy.
3. Licensure. Seton represents and warrants that it is a licensed healthcare provider, and that it holds all
appropriate federal, state and local licenses and certifications to provide the Services. Seton also represents and
warrants that all Seton professionals providing Services under this Agreement shall hold all appropriate federal,
state and local licenses and certifications to provide the Services.
4. Fees. Services rendered by Seton shall be paid for as set forth in Exhibit A, which is hereby incorporated by
reference. Seton shall maintain appropriate records documenting the Services provided, and Seton shall submit
itemized invoices to Facility for all such Services. Seton shall have no responsibility relating to third party
billing, and agrees not to bill the patient or the patient's health insurance program or collect a deductible or
coinsurance related to Services provided under this Agreement. All patient and/or third party payor billing will
be conducted through the approved billing procedures of Facility. Compliance with all reimbursement, billing
and other related requirements shall be the sole responsibility of Facility. Payment on Seton's invoices is due ten
(10) days after the date of the invoice. All overdue fees shall be subject to a late penalty of one and a half
percent (1.5%) per month until paid in full. The parties expressly acknowledge and agree that the fees due Seton
are in no way contingent upon Facility receiving payment or reimbursement for the Services from any third party
payors, insurers, or other entities. Facility agrees to pay the costs of all legal proceedings incurred by Seton in
collecting overdue fees from Facility, including, without limitation, court costs and attorneys' fees.
5. Term. This Agreement shall be in effect for a period fiom the Effective Date for a period oftwelve (12) months
unless it is sooner terminated in accordance with the provisions of the Agreement. After the expiration of the
initial one-year tern, the Agreement shall automatically renew for additional twelve (12) month periods of time
unless otherwise agreed to in writing by the parties.
Scion Contract # 1341044 Page 1 orb
b. Termination for Breach. Upon material breach of this Agreement by either party, the non -breaching party shall
give ten (10) days' prior written notice of the breach to the breaching party. Such notice shall state- with
reasonable specificity the nature of the alleged breach. Unless the breaching party cures the breach within ten
(10) days of the notice, this Agreement will terminate automatically after the expiration of the ten (10) day
period.
7. Termination Without Cause. This Agreement may be terminated, with or without cause, by either party upon
thirty (30) days prior written notice.
8. Confidentiality. During the performance of this Agreement, each party may learn confidential business,
financial, operational, or other information about the other, including, without limitation, the terms of this
Agreement and the fee schedule set forth herein. Each party shall keep all such information strictly confidential
and shall not use the information for any other purpose other than in connection with this Agreement.
9. Confidentiality of Patient Information. Facility acknowledges that Seton is a healthcare entity and may be
required by law to maintain the confidentiality of information generated as a result of or in connection with the
Services. If Facility desires information from Seton related to the Services, it shall be Facility's sole
responsibility to obtain appropriate authorizations to permit Seton to release such information to Facility.
Facility is not excused from its responsibility to pay for the Services as specified in Section 4 of this Agreement
if Facility is unable to obtain information generated as a result of the Services due to Facility's failure to secure
the appropriate authorizations as specified in this section.
10. Force Majeure. Seton shall be excused from -performance under this Agreement in the event that unforeseen
conditions, including butnot limited to natural -disasters, floods, weather conditions, labor activity, Acts ofGod,
civil unrest, acts of war or terrorism, or any other cause beyond the reasonable control if Seton that renders Seton
unable to perform the Services.
11. Independent Contractor Status. Neither Seton its officers, directors, partners, agents, employees, or
contractors, shall be considered to be employees, borrowed servants, partners, joint venturers, affiliates, agents,
or personnel of Facility. In the performance of all Services and all obligations under this Agreement, Seton and
Facility shall be at all times and are acting and performing as independent contractors.
12. Waiver of Breach. Waiver of any breach of this Agreement by either party shall not constitute a continuing
waiver or a waiver of any subsequent breach of either the same or any other provision of this Agreement.
13. Assignment. Neither party shall assign or transfer its rights, duties, or obligations under this Agreement without
the prior written consent of the duly authorized representative of the other party.
14. Severability. In the event that a provision of this Agreement is rendered invalid or unenforceable, the parties
may, by mutual written agreement, amend this Agreement, and the remaining provisions of the Agreement shall
be valid and enforceable. In the alternative, the parties may, by mutual written consent, agree to terminate the
Agreement in its entirety.
15. Limitation of Liability. Seton's liability under this Agreement shall be limited to, at Seton's option, either
correcting the Services not performed in accordance with this Agreement or refunding the fees in full or in pari
paid with respect to the Services not appropriately performed. Facility must notify Seton in writing regarding
the deficient performance within ninety (90) days of occurrence. In no event shall Seton be liable for any
Seton Contmct # 1341044 Page 2 of 6
consequential, incidental, indirect, or special damages (including lost profits or revenue) of Facility or of any
third party.
16. Governing Law. Irrespective of the conflict of laws doctrine, this Agreement shall be governed, construed and
enforced pursuant to and in accordance with the laws of the State of Texas. All duties and obligations of the
parties created hereunder are performable in Travis County, Texas, and Travis County, Texas shall be the sole
and exclusive venue for any litigation or other proceeding between the parties that may be brought or arise out
of this Agreement.
17. Amendments. The terms of this Agreement may be modified at any time upon mutual written consent of the
parties.
18. Indemnification. Each party shall hold harmless, indemnify, and defend the other party fiom and against any
and all claims, demands, actions, losses, costs, damages and expenses, including reasonable attorneys' fees,
arising from or out of any negligent or willful acts or omissions of the indemnifying party, its officers, directors,
employees, agents or representatives, or any material breach of this Agreement by such parties, in connection
with the performance of this Agreement. A party anticipating the need for indemnification pursuant to this
section shall notify the other party in writing as soon as reasonably possible. The party requesting
indemnification shall cooperate reasonably with the indemnifying party in all matters relating to the defense of
any claim for which indemnification is requested or required. This indemnification and all indemnifications
herein shall survive the termination of this Agreement.
19. Notices. Any notice to a party hereto pursuant to this Agreement shall be given to the other party in writing at
the address listed for such party on the first page of this Agreement. Delivery shall be by personal delivery,
overnight delivery by commercial courier for delivery with signature, or United States certified mail, return
receipt requested. All notices sent to a party shall be sent to such party's address set forth on the firstpage of this
Agreement, and if to Seton, marked ATTENTION: Contract Management, 1345 Philomena Street, Suite 267,
Austin, Texas 78723. Either party may change its address for notice purposes by notifying the other party in
accordance with this Section.
20. Entire Agreement. This is the entire Agreement between the parties with respect to the services provided
hereunder and it supersedes all prior agreements, proposals, or any understanding, whether written or oral.
21. Fraud and Abuse Law and Texas Health & Safety Code. The parties enter into this Agreement with the
intent of conducting their relationship in full compliance with applicable state, local, and federal law, including
Medicare/Medicaid Anti -Fraud and Abuse Amendments and the Texas Health & Safety Code Illegal
Remuneration Law. Notwithstanding any unanticipated effect on any of the provisions herein, neither party will
intentionally conduct itself under the terms of this Agreement in a manner to constitute a violation of these or
any other laws.
Seton Contract # 1341044 Page 3 of
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be effective as of the Effective Date.
Seton Family of Hospitals City of Round Rock
d/b/a Seton Medical Center Williamson
By: By:
Name: Name:'
Title:
Date:
Title: Ciley
r ",
Date: �� • ��
Seton Contract 0 1341044 Page: 4 of 6
EXHIBIT A: SCOPE OF WORK & FEE SCHEDULE
Description of Seton Medical Center Williamson Mammography Services
a. SMCW's Mammography Unit is fully certified by the Texas Department of State Health Service and
Mammography Quality Standards Act (MQSA). Furthermore our program is fully accredited by the American
College of Radiology. Austin Radiological Association (ARA), the same group of specialized physicians who
review all Seton Healthcare Network imaging studies, interprets all our mobile unit screening mammograms.
b. The worksite/ corporation / company at which the patients are screened are responsible for advertising the
screening and takes responsibility for employee awareness of this program.
c. Seton Cancer Screening ( SCS ) will provide all information for company advertisement and Seton Central
Scheduling will schedule all appointments by phone at (512) 324 -1199
d. Seton Cancer Screening currently charges $ 366.75, per screening mammogram. City of Round Rock will
be responsible for paying the agreed upon fee for each screening mammography performed. Invoice for the
service will be mailed to following address with payment due 30 days after receipt:
City of Round Rock Offices
221 E. Main Street
Round Rock, Texas78665
Attn: Jay Light, Benefits manager
e. Women must meet the following American College of Radiology and American Cancer Society guidelines
for screening mammograms: at least 40 years of age, no history of breast cancer, no synthetic breast
implants,. not currently .breast feeding (must be at least 6 months. post -breastfeeding), not currently pregnant
and no possibility of being pregnant, at least one year since last mammogram, no breast difficulties such as
distinct limps, nipple discharge, redness, or enlarged breasts.
f. When scheduling an appointment, Patients must provide a referring physician, facility name and date of last
mammogram.
g. Women cannot wear powder or deodorant at the time of the screening.
h. A qualified mammogram technologist will perform the digital screening mammograms (about 1 every 20
minutes). Therefore approximately 21 patients can be screened in an 8 -hour day. Seton Cancer Screening
requires at least 15 patients for a screening event. If there are not at least 15 Patients scheduled in by at
least one week before the screening, that screening day will be cancelled and clients as well as worksite
coordinator will be notified.
i. Patient privacy and confidentiality will be respected throughout the exam. Permission for release of medical
information will be obtained to assure proper follow-up.
j. The mammograms will be interpreted by an ARA radiologist no later than five business days following the
screening examination and will be compared with previous mammography films, if any, which are made
available to Seton by the patient or her physician.
k. A report will be mailed by ARA to the Patient and her referring physician within 30 working days after the
screening. *Any abnormal results will be faxed by ARA to the referring physician as soon as possible,
usually within 7 working days after the screening.
1. Seton Cancer Screening registered nurses (RN) will follow-up all abnormal results by telephone calls to the
patient to encourage discussion of the significance of the results with her physician (or linking her with one
if she does not have a physician), following through with recommended diagnostic procedures, and
answering any detection or potential treatment questions that she may have. These RNs will follow a client
until it is certain that she has completed diagnostic follow-up, is under the care of a physician who will
assure follow-up, or notified us that she does not intend to follow rad'iologist's recommendations. If she is
Seton Contract g 1341014 Page 5 of 6
diagnosed with breast cancer, the Seton cancer screening nurses will assist the patient by referring her to a
community treatment provider.
m. Mammogram films, images and reports will be stored by SMCW for ten years following a screening per
Mammography Quality Standards Act (MQSA) and Health Insurance Portability & Protection
Accountability Act (HIPAA) regulations.
Seton Contract 0 1341044 Page 6 of
City of Round Rock
ROUND ROM
TEXAS Agenda Item Summary
Agenda Number:
Title: Health Screening Services Agreement with Seton Family of Hospitals
(Seton Williamson)
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 10/23/2015
Dept Director:
Cost:
Indexes:
Attachments: Mammo Mixer Agreement 10 19 15
Department:
Text of Legislative File CM -2015-960
Health Screening Services Agreement with Seton Family of Hospitals (Seton Williamson)
Consider executing a Health Screening Services Agreement with Seton Family of Hospitals for
Mammography Services (Mammo Mixer)
Staff recommends approval
City of Round Rock Page 1 Printed on 10128/2015
LEGAL DEPARTMENT APPROVAL FOR CITY COUNCIL/CITY MANAGER ACTION
Required for Submission of ALL City Council and City Manager Items
Department Name: HR
Project Mgr/Resource: Valerie Francois
F-1council Action:
ORDINANCE
Agenda Wording
rx-x City Manager Approval
Project Name: Health Screening Service Agreement
Contractor/Vendor: Seton Family of Hospitals
RESOLUTION
UIVIA Wording
Consider executing a Health Screening Service Agreement with Seton Family of Hospitals for Mammography Services.
Attorney Approval
E]/A'ttomey'—,
Notes/Comments
Date
0:lwdox\SCC1nts10124\15011MiSC100344257.XLS Updated 613108