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TELEPSYCHIATRY SERVICES AGREEMENT .
THIS CONTRACT entered into on -Die a m--�
b�r� �1, by and between Renew, hereinafter referred to
as "RENEW", and Iris Telehealth Medical Group, PA, hereinafter referred to as "Iris Telehealth" or the
"Contractor."
WHEREAS, RENEW is contracting for services with Iris Telehealth to provide a licensed Psychiatrist or
Psychiatrists or Advanced Practice Nurse Practitioner, or Licensed Therapist, herein referred to as
Clinician, to provide needed mental health, intellectual disabilities, and substance abuse services, and;
WHEREAS, the Contractor is qualified to provide a Psychiatrist or Advanced Practice Nurse Practitioner,
or Licensed Therapist, who can provide the services described herein, and has provided RENEW with
adequate documentation regarding professional qualifications, and;
NOW, THEREFORE, the parties to this Agreement, in consideration of the mutual covenants and
stipulations set out herein, agree as follows:
SERVICES: Iris Telehealth agrees to provide telehealth services for patients identified and scheduled by
RENEW.
Therapy appointments will be scheduled for sixty (60) minute sessions.
For appointments with a Psychiatrist or Advanced Practice Nurse Practitioner, adult patient scheduling
during the agreed upon hours of service will occur in twenty (20) minute sessions for returning and
known patients and sixty (60) minute sessions for new RENEW adult patients and psychiatric
evaluations. Child patient scheduling during the agreed upon hours of service will occur in thirty (30)
minute sessions for returning and known patients and sixty (60) minute sessions for new RENEW child
patients and psychiatric evaluations. Clinicians will also receive thirty (30) minutes of administrative time
each day. Clinician shall provide required documentation of services in the RENEW EMR system.
CONTRACT PERIOD: The term of this agreement shall be for a one (1) year period, effective upon
Provider's first day providing services to the facility.
RENEWAL OF CONTRACT: Each Term shall automatically renew for subsequent periods of the same length
as the initial Term unless either party gives the other written notice of termination at least ninety (90)
days prior to expiration of the then -current Term.
COMPENSATION: Iris Telehealth will bill RENEW for services, which will occur for a minimum of sixteen
(16) hours per week on a mutually agreed upon schedule for Psychiatry. RENEW shall pay Iris Telehealth
according to the terms of the fee/hourly rate schedule set forth on Exhibit A attached hereto and
incorporated by reference herein.
The parties acknowledge and agree that on each January 1 during the term of this Agreement, the hourly rates
set forth on Exhibit A shall be adjusted by increasing the applicable hourly rates charged during the calendar
year immediately preceding the upcoming calendar year by 3.2%, to allow for cost of living adjustments and
merit increases for the provider; provided that the applicable hourly rates shall be adjusted on the initial
January 1 of the term of this Agreement only if Contractor has provided clinical services to RENEW's patients
for at least a one hundred eighty (180) day period.
RENEW agrees to pay the applicable hourly rate to Iris Telehealth during periods when the ability to
provide the services hereunder are made impossible due to (a) electronic factors originating from
RENEW's location , including, but not limited to, telecommunications equipment failure and/or internet
access interruption, or (b) a force majeure event (defined below) pursuant to which RENEW is unable to
make the patient, telecommunication and/or internet access available for the provision of scheduled
services by the Iris Telehealth clinician. Iris Telehealth agrees to not bill RENEW when the ability to provide
the services hereunder are made impossible due to (a) electronic factors originating from Psychiatrist's
location, including, but not limited to, telecommunications equipment failure and/or internet access
interruption, or (b) a force majeure event pursuant to which the Iris Telehealth clinician is unable to
provide telehealth services from clinician's location.
A "force majeure event" means any circumstance not reasonably within the control of the affected party,
including but not limited to, any acts of nature, war, invasion, acts of foreign enemy hostilities (whether
war be declared or not), public health emergency, pandemic, any strike and/or industrial dispute, work
stoppage, embargo or ban, non-performance of suppliers, transportation delays or by any law, regulation
or order.
Any time required by RENEW for "'on boarding," including, but not limited to, orientation and training in
RENEW's EMR, shall be billed at the same rate as services billed for that clinician.
Additionally, RENEW may request that Contractor perform a site -visit and provide on-site training and
equipment installation at a mutually agreed upon fee. RENEW may request that Contractor provide ongoing
technical support for telepsychiatry equipment at a mutually agreed upon rate.
Once a Clinician is mutually agreed upon by RENEW and Contractor, a "Service Summary" in the form
attached to Exhibit B hereto will be executed setting forth, among other things, the actual minimum
number of hours to be billed for the Clinician per week, and the Clinician's hourly rate and schedule.
EARLY TERMINATION OF SERVICES: In consideration for the Contractor's time and costs in commencing the
services hereunder, if this Agreement is terminated by RENEW, or RENEW otherwise ceases the use of
Contractor's services to its patients as contemplated hereunder, prior to the completion of the initial one (1)
yearterm, RENEW will pay an early termination fee in the form of liquidated damages equal to the product
of: (A) (i) the average hours of services per month provided by Contract during the term of the Agreement,
multiplied by (ii) $25.00 per hour, multiplied by (B) the number of full or partial months remaining in the
initial one (1) year term, as reasonable compensation for the RENEW's early termination, and not as a
penalty. RENEW agrees- to pay the early termination fee immediately upon notice of termination. If RENEW
terminates with cause or pursuant to a Termination Event (defined below), this charge is not applicable.
INDEPENDENT CONTRACTOR: It is understood and agreed between the parties that the contractor is
licensed and qualified in the business of providing services such as set forth herein. The contractor is
therefore contracted by RENEW only for the purposes and for the extent set forth in this agreement, and
the Contractor's relation to RENEW during the period(s) of services hereunder shall be that of an
independent contractor. Contractor shall not be considered as having an employee status or as being
entitled to participate in any plans or benefits available to regular employees of RENEW (i.e. worker's
compensation, unemployment insurance, social security, professional liability insurance).
INSURANCE: By signing this contract, Iris Telehealth certifies that the Contractor will have the following
insurance coverage at the time work commences and will provide verification of such coverage to RENEW.
INSURANCE COVERAGES AND LIMITS REQUIRED:
a. Professional Liability - $1M per incident. $3M aggregate.
Contractor will notify RENEW within ten (10) days if their malpractice insurance is cancelled.
LICENSURE: All clinicians prior to delivery of services on behalf of RENEW must possess a current state
medical license and DEA certification.
TIME OFF and COVERAGE: Clinician may take off up to a total of five (5) weeks' time per year on a
schedule that is mutually agreed upon by the clinician and RENEW. Clinician shall give RENEW one
month's notice prior to any planned time off.
Unplanned time off, including, but not limited to, sick days, emergencies, or unexpected closures
secondary to weather, are to be communicated in a timely fashion. In the event of unplanned time off,
clinician and RENEW may reschedule additional clinical hours on a mutually agreed upon schedule.
Coverage is to be provided by a member of RENEW's clinical staff during any period of planned or
unplanned time off.
ENTIRE AGREEMENT: This contract constitutes the entire agreement between RENEW and Iris
Telehealth for programs and services delineated herein. This agreement supersedes any other
agreement previously entered into by RENEW and Iris Telehealth. All parties agree that if there are any
ambiguities in this agreement, no party will be considered the drafter but instead the document will be
interpreted without any prejudice.
NON -SOLICITATION: During the term of this agreement, and for a period of two (2) years following
the expiration/termination of this agreement, RENEW will refrain from directly or indirectly hiring,
retaining, engaging, or soliciting for employment or work in any capacity any current or former Iris
Telehealth employee or independent contractor who has provided services for RENEW.
INDEMNIFICATION: RENEW and Contractor, Iris Telehealth, hereby agree, to the extent permitted
under the laws of the state, to indemnify and hold harmless one another, their boards, employees, and
agents from all suits, actions, claims, costs or liability of any character, type or description, including
attorneys' fees and legal expenses brought, made for, or on account of any death, injury or damage
received or sustained by any person or property arising out of or occasioned by the acts or omissions of
RENEW and Iris Telehealth, their boards, employees, or agents, if any, whether occurring during the
performance or execution of this agreement. Contractor will exercise reasonable efforts to provide
professional services as agreed but both parties understand and agree that neither party can be held
responsible or liable for unforeseen circumstances or conditions that cannot be easily or reasonably
controlled including but not limited to acts of war or terrorism, power outages, server failures,
equipment failure, temporary demand for services exceeding supply of providers, illnesses, court orders,
etc.
APPLICABLE LAWS: All services provided by Contractor pursuant to this agreement shall be performed to
the satisfaction of the RENEW, and in accord with all applicable federal, state and local law, ordinance,
rules and regulations.
ARBITRATION: All claims and disputes arising under or relating to this Agreement are to be settled by
binding arbitration in the state of Texas or another location mutually agreeable to the parties. An award
of arbitration may be confirmed in a court of competent jurisdiction.
ANTI -DISCRIMINATION: The Contractor certifies full compliance with to the provisions of the Federal Civil
Rights Act of 1964, as amended, and the American Disabilities Act.
ETHICS IN PUBLIC CONTRACTING: Contractor certifies that their contract is made without collusion or
fraud and that they have not offered or received any kickbacks or inducements from any other Offeror,
supplier, employee having official responsibility for this procurement transaction any payment, loan,
subscription, advance, substantially equal or greater value was exchanged.
CONFIDENTIALITY: The Contractor assures that information and data obtained as to personal facts and
circumstances related to patients will be held confidential, during and following the term of the
agreement, and will not be divulged without the individual's and RENEW's consent. Any information to
be disclosed, except to RENEW, must be in summary, statistical, or other form which does not identify
particular individuals.
DRUG FREE WORKPLACE: Each of the following acts is prohibited by the Contractor or his employees
performing service under the terms of this contract.
a. Unlawful or unauthorized manufacture, distribution, dispensing, possession, or use of alcohol
or other drugs at the workplace.
b. Impairment or incapacitation in the workplace from the use of alcohol or other drugs (except
the use of drugs for legitimate medical purposes).
c. It is understood that a violation of these prohibitions is a breach of contract and can result in
default action.
BILLING: It is the sole responsibility of RENEW to appropriately bill and collect for the services provided
by the contractor. Any errors in regard to billing or failure to collect are not the responsibility of the
contractor or the clinician and they shall not be held responsible, legally or financially, for disputes in
billing and collections.
DISPUTES: Disputes shall be communicated between Contractor and assigned official, who will negotiate
resolution of dispute. If the condition is not corrected, the Contractor shall meet with the RENEW's
Medical Director who will negotiate resolution of the dispute. If the condition is not corrected at the
above level, a meeting shall be scheduled with the RENEW Executive Director or his/her designee,
including all interested parties.
SEVERABILITY: Each paragraph and provision of this agreement is severable from the entire agreement;
and if any provision is declared invalid, the remaining provisions shall nonetheless remain in effect.
COUNTERPARTS: This agreement shall be executed in two (2) counterparts, each of which shall be
deemed original.
TERMINATION: This Agreement or the services of a particular clinician, as applicable,- may be terminated
under the following circumstances:
a. Contractor may terminate this Agreement, and RENEW may terminate the placement and
services of any clinician, for cause immediately upon written notice to the other party for
default in the performance of a material obligation under this agreement, including, but not
limited to, any of the following situations: unacceptable medical standards of care; inability
to perform the essential functions of the agreed upon services; falsification of any information
provided by and given to either party; failure to perform agreed upon services; harm to the
business reputation of either party; provided that such default shall not have been cured
within thirty (30) days (or fifteen (15) days for a monetary default) following the giving of such
notice of a breach or default. Upon the occurrence of any of the forgoing events by Contractor
or a clinician, RENEW, in addition to its right to terminate the placement and provision of
services of a clinician to RENEW's patients, on notice to Contractor, also may simultaneously
terminate this Agreement if it so chooses; alternatively, RENEW may propose that Contractor
suggest a substitute clinician(s) for RENEW's consideration and approval and, if so approved,
this Agreement shall continue according to its terms.
b. Either party hereto may terminate this Agreement, upon ninety (90) days prior written notice
to the other party, upon the happening of any of the following events which make provision
of services hereunder impractical (a "Termination Event"): (i) in the event a party in good faith
determines that any of the transactions contemplated by this Agreement creates, or has
created, a substantial risk of violating federal or state anti -fraud and abuse laws, including,
but not limited to, 42 U.S.C. §1320a -7b, or federal or state prohibitions on physician self -
referral, including, but not limited to, 42 U.S.C. §1395nn, (ii) in the event a party is excluded
from or ineligible to participate in Medicare, Medicaid, TRICARE, or any other governmental
program for the reimbursement of health care services, (iii) in the event a party loses the
licensure, certification or applicable registration(s) necessary to render or make available the
patient care services contemplated hereunder (iv) with respect to RENEW, and to the extent
applicable, in the event RENEW determines, in its reasonable and good faith discretion, that
it has inadequate federal funding to sustain the services contemplated hereunder, or (v) in
the event RENEW determines, in its reasonable and good faith discretion, that RENEW's
patient volumes have decreased in such a manner that Contractor's services as contemplated
hereunder (e.g. minimum hours per week) are no longer practicable to make available to
RENEW's patients.
EXHIBIT A
Fee/Hourly Rate Schedule
RENEW agrees to pay the Contractor the following fees for services rendered under this Agreement:
Services Type
Hourly Rate*
Telepsychiatry Services provided by an Adult
$185 — $205 per hour
Psychiatrist
Telepsychiatry Services provided by a Child
$195 — $215 per hour
Psychiatrist
Telepsychiatry Services provided by a Nurse
$125 — $145 per hour
Practitioner
Teletherapy Services provided by a Licensed
$76 - $84 per hour
Therapist Specializing in Child and Family Therapy
Teletherapy Services provided by a Licensed
1 Adult LICSW $68-$75
Therapist Specializing in Adult Therapy
3+ Adult LCSW's $64-$70 **
*For a multi-lingual clinician and/or for "specialty providers", an additional charge of up to $9.00 per hour
will be added to the rate. This additional rate will only apply for specialty providers if RENEW requests a
specialty provider.
** After the third LICSW has begun providing services to the facility, a discount will be applied to all LICSWs
showing a rate of less than or equal to $70/hour per.
The parties acknowledge and agree that, beginning on the first anniversary of the date of execution of
this Agreement and continuing on each anniversary thereafter, the hourly rates set forth on Exhibit A shall
be adjusted by increasing the applicable hourly rates for the contract year immediately preceding the
upcoming contract year by 3.2%. Contractor shall update this Exhibit A from time -to -time to reflect such
adjustment.
Upon the final selection of the applicable clinician(s), Contractor will provide RENEW written notice of the
applicable hourly rate(s) pursuant to a Service Summary.
The Contractor will submit a monthly invoice specifying dates and hours when services were rendered.
Any additional compensation would be made by mutual agreement between RENEW and the Contractor.
First Month Deposit: In consideration for the Contractor's time and costs in commencing the services
hereunder, the RENEW shall pay to the Contractor a deposit of Five Thousand Dollars ($5,000.00) due to
the Contractor within thirty (30) days after the signing date of the last party to sign this Agreement. Upon
commencement of the clinical services as contemplated hereunder, the deposit will be applied to first
month's bill. Notwithstanding the foregoing, in the event RENEW and Contractor do not commence with
the clinical services contemplated hereunder, such deposit shall not be applied to any fees hereunder or
refunded by Contractor.
EXHIBIT B
Service Summary Form
(see attached)