AGRiP Governance & Leadership Conference March 6 – 9, 2016 Nashville, TN EMPLOYER HEALTH CLINICS: KEY ASPECTS OF THE MANAGEMENT SERVICES AGREEMENT 1111

THE DELAWARE VALLEY HEALTH TRUST CENTER  Last December the Delaware Valley Health Trust opened a Health and Wellness Center which is managed by CareHere Management PLLC in accordance with a Medical Professional and Medical Services Agreement  The Health Center is a employer-sponsored “near-site” facility established exclusively for the employees and retirees (and their dependents) of the Health Trust’s public employer participants. All Health Trust plan enrollees obtain primary care and wellness-related services without the payment of any co-pays or other fees 2

THE DELAWARE VALLEY HEALTH TRUST CENTER (Cont.)  The RFP process was developed and overseen by Stephen J. Fallon, the Director of the Employee Benefits Practice at Insurance Buyers’ Council  It is expected that the Health Center will primarily service eligible enrollees who live or work within a 10 mile radius of the Center 3

KEY ASPECTS OF THE MANAGEMENT SERVICES AGREEMENT  Separation of Church and State: Insulate the Trust and its participants from any liability arising from the management of the Center: -Delineation of the parties’ duties and responsibilities such that the Trust has no responsibility for the Center’s healthcare providers; -Strong indemnity and insurance requirements; and -A well crafted dispute resolution/arbitration provision 4

KEY ASPECTS OF THE MANAGEMENT SERVICES AGREEMENT (Cont.)  Detailed description of the services to be provided by the management company, including: -The medical and wellness program services; -Recruitment, screening and employment of medical professionals and medical assistants; -The employment of wellness program professionals and support staff; 5

KEY ASPECTS OF THE MANAGEMENT SERVICES AGREEMENT (Cont.) - Regulatory compliance, credentialing and insurance of medical professionals; -Set-up/implementation services; -Ongoing procurement and management services; -Marketing and communications services; -Utilization and financial reporting; and -The option to offer other services, including occupational medicine and physical therapy 6

KEY ASPECTS OF THE MANAGEMENT SERVICES AGREEMENT (Cont.)  The Trust’s responsibilities: -Construction, maintenance and security of the Center; -Funding the purchase of equipment and supplies by the management company; -Maintenance and provision of de-identified claims data; -Insurance; and -Payment of fees and expenses (set-up fee, management fee and ongoing operational expenses) 7

KEY ASPECTS OF THE MANAGEMENT SERVICES AGREEMENT (Cont.)  The right to audit the management company’s performance  Term and termination clauses with provision for return of proprietary information and claims data  The retention of ownership of certain equipment and supplies  Strong confidentiality provisions, especially as respects medical records and claims data so as to protect proprietary interests of the management company and patient privacy 8