Model Management Agreement

Model Management Agreement

This management agreement is for educational purposes only. Not to be used as a contract.


THIS AGREEMENT, made and executed as of this ______ day of ______, 199X, by and between HOSPITAL (the “Hospital”) and [FACILITY], a licensed skilled nursing facility, (the “Facility”).

WITNESSETH
WHEREAS, the Hospital is engaged in the business of rendering respiratory care services and other medical and administrative services; and

WHEREAS, the Facility is engaged in the operation and provision of general skilled nursing and long-term care services to residents; and

WHEREAS, it is the desire of the Hospital and the Facility to agree on the terms pursuant to which the Hospital will provide to the Facility certain respiratory care services for the residents of the Facility; and

WHEREAS, the Facility has entered into a transfer agreement with the Hospital, dated ______ 199X, in order to facilitate continuity of care and the timely transfer of residents between the Hospital and the Facility.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Hospital and the Facility agree as follows:

  1. HOSPITAL SERVICESThe Hospital shall:
    1. Provide respiratory therapists and technicians who are trained and licensed to provide quality respiratory care services (“Services”) at the Facility. (This section may vary according to hospital’s credentialing requirements i.e. RRT vs. CRTT.)
    2. Bear all of its personnel expenses pertaining to the therapists, technicians and any other employees of the Hospital providing the Services, including, but not limited to, workers compensation. Such personnel shall be employees under the control and supervision of the Hospital. Upon request from the Facility, the Hospital will provide federal W-4 employee tax forms as evidence of an employee/employer relationship. Each respiratory therapist and/or technician providing services under this Agreement shall provide the Administrator of the Facility a copy of his or her current license, registration or certification prior to providing Services at the Facility. All such personnel shall be subject to all the rules, regulations, policies and procedures of the Facility.
    3. Provide the Services to the Facility’s residents in accordance with orders of each resident’s attending physician. Such services shall be performed in accordance with currently accepted professional standards and all applicable federal, state and local laws and administrative regulations. Respiratory personnel shall abide by Medicare Conditions of Participation.
    4. Provide and maintain all of the documentation of treatment required by the Facility, federal and state government agencies or other third party reimbursement sources, including, but not limited to, (i) treatment documentation on resident’s charts; and (ii) such reports and reimbursement forms as necessary to document or substantiate to federal and state governmental agencies or other third party reimbursement sources the nature and results of the Services delivered by Hospital.
    5. Comply with the Facility’s resident care policies and report directly to the designated administrator.
    6. Provide regular updates of treatment to the designated Administrator, including, but not limited to, residents who were treated the previous week, but are no longer being treated. Hospital shall provide a monthly report to the designated administrator documenting Services performed throughout the month, including, but not limited to, a statement of the number of visits made to each resident and the progress of each resident visited.
    7. Hospital’s therapists and technicians shall participate in individual resident care planning meetings and staff meetings, conferences for the purpose of reviewing policies and plans of treatment related to the Services rendered hereunder.
    8. Hospital shall provide in-service education for Facility’s professional nursing staff in order to enhance the effectiveness and appropriateness of the care rendered to the residents of the Facility.(The following section is optional. It is included if the Hospital is providing equipment and supplies as well as services.)
    9. Hospital shall provide all oxygen and supplies necessary to provide the services. Facility will purchase from Hospital provided that prices for such oxygen and supplies are consistent with what Facility is able to purchase from other vendors. Facility will notify Hospital if it can purchase oxygen and supplies for less than Hospital’s price. Hospital has the option of matching the price. If Hospital does not, Facility may purchase oxygen and supplies from a different vendor. (see Exhibit B & C)
  2. TERM OF AGREEMENT AND TERMINATION
    1. This Agreement shall commence as of the ____ day of ____, 199X and shall continue in full force and effect for a period of one (1) year. Said term shall automatically be extended for successive one (1) year periods thereafter unless terminated by either party hereto as permitted by the terms of this Agreement. Either party may terminate this Agreement by giving not less than sixty (60) days prior written notice of the intention to terminate this Agreement, unless the parties mutually consent to a shorter notice period or as otherwise set forth herein.
    2. If either party should default in the performance of any obligation imposed herein, the nondefaulting party may terminate this Agreement by giving written notice to the defaulting party listing the alleged defaults. The defaulting party shall have thirty (30) days thereafter in which to remedy such default, during which period this Agreement shall continue in full force and effect. If such default remains uncured at the expiration of the thirty (30) day period, this Agreement shall terminate in writing. Any such termination shall be without waiver of any remedy to which the party not in default may be entitled under the law for violation of this Agreement. No waiver by either party for any one or more defaults by the other shall operate or be construed as a waiver of any future default or defaults, whether of a like or different nature.
  3. COMPENSATION FOR SERVICES
    1. The Hospital shall submit a monthly invoice and all documentation and substantiation of the Services to the Facility in accordance with the fee schedule attached hereto as Exhibit A-, and incorporated herein by this reference, within two (2) days after the end of each month. Documentation shall include units of therapy and a listing of supplies by resident. Fees shall be due and payable to the Hospital within sixty (60) days of the invoice date.
    2. The Facility is responsible for all charges or costs made to Medicare and hereby acknowledges and agrees that it is solely responsible for the collection and discharge of all accounts due from residents of the Facility and/or third party reimbursement sources responsible for reimbursement of the cost of the Services; provided, however, that Hospital shall not be entitled to payment pursuant to Paragraph A above unless and until it has provided to Facility all documentation and other information necessary to allow the Facility to establish provision of the Services in accordance with the requirements of any governmental or private third party reimbursement source.
    3. The hospital shall not be held responsible or liable for changes in regulations by state or federal agencies or changes in interpretation of said regulations by Medicare intermediaries, with respect to reimbursement or coverage criteria with respect to respiratory therapy (ancillary) services in skilled nursing facilities.
    4. If the Facility fails to make any payments when due, the Hospital may terminate this Agreement subject to Section 2, Paragraph B herein, without prejudice to its claims for fees due or other damages on account of the breach of this Agreement and may seek such remedies as are allowed by law.
  4. DENIAL OF PAYMENT BY REIMBURSEMENT SOURCES
    1. If the Facility is denied reimbursement by a third-party payor for therapy not covered due to an error in judgment on the part of a Hospital employee, or for any other reason pertaining to the Hospital, its employees, therapists or technicians in connection with the Services, the Facility’s account shall be credited the full amount of the denial in accordance with the terms stated in Paragraph B below.
    2. If a particular Service provided by Hospital is disallowed, in full or in part, by Medicare or any other governmental or private third-party payor, as set out in Paragraph A above, Facility shall be responsible for disputing such disallowance on its own time and at its own expense. In the event the denial continues to stand when the administrative appeal rights are exhausted, Facility shall at its option (1) be reimbursed by Hospital any disallowed amounts previously paid to Hospital, or (2) deduct from future payments due to Hospital those amounts not reimbursed by Medicare or any other third-party payor in an amount equal to the amount previously paid to Hospital for such unreimbursed or disallowed Services.
    3. Hospital warrants and represents that the compensation provided for in the Fee Schedule, attached hereto as Exhibit A, is reasonable and complies with applicable Medicare laws, rules and regulations and is an amount within the scope of reimbursement as defined by HCFA Medicare salary equivalency guidelines for the State of ___________.
  5. LIABILITY INSURANCE
    1. The Hospital shall maintain throughout the term of this Agreement, professional and general liability insurance covering the Hospital and its employees providing the Services, and Facility as an additional insured, with limits of not less than One Million Dollars ($1,000,000) per person and Three Million Dollars ($3,000,000) per annual aggregate.
    2. The Facility shall maintain throughout the term of this Agreement liability insurance covering the Facility’s operations and employees with limits of not less than those set forth in Paragraph A above.
    3. Each party hereto shall provide the other party a certificate of insurance and notification of any changes in coverages, lapses, or termination of such insurance coverages. Each insurance policy to be maintained pursuant to this Section 5 shall provide that such policy shall not be terminated without at least thirty (30) days notice to the other party.
  6. INDEMNITY
    1. The Hospital shall indemnify and hold Facility, its agents and employees, harmless from and against all claims, demands, costs, expenses, liabilities and losses, including reasonable attorney’s fees which may result against Facility as a consequence of the Hospital’s acts, omissions, or performance of this Agreement, or which arise out of any alleged malpractice, malfeasance or neglect caused or alleged to be caused by the Hospital, its employees, agents or other parties under its control or with whom it contracts with in connection with the rendering of or failure to render any medical or other service to any person, except to the extent such liability is caused by the acts or omissions of Facility.
    2. Facility shall indemnify and hold the Hospital, its agents and employees, harmless from and against all claims, demands, costs, expense liabilities and losses, including reasonable attorney’s fees which may result against the Hospital as a consequence of Facility’s acts, omissions, or performance of this Agreement except to the extent caused by the acts or omissions of the Hospital.
  7. FACILITY SERVICES
    The Facility shall:

    1. Provide professional and non-professional nursing personnel to provide nursing services to residents admitted to Facility for Services.
    2. Provide adequate space and facilities for the Services and for the storage and cleaning of the equipment and supplies utilized to provide the Services in the Facility, necessary for the proper delivery of the Services. Adequate space, facilities, furniture and office supplies shall be defined in the sole but reasonable judgment of the Facility.
    3. The Facility shall retain professional and administrative responsibility for all services provided under this agreement.
    4. Provide written policies and procedures for resident care, and comply in all material respects with applicable state and federal laws and regulations governing the provision of therapy services.
    5. Maintain individual resident charts in accordance with state and federal law. The Facility shall make available to Hospital for review and inspection, upon reasonable request, individual resident treatment records necessary for the proper evaluation and treatment of the resident. Hospital agrees to maintain the confidentiality of such medical records in accordance with applicable law.
  8. GENERAL PROVISIONS
    1. The Facility and Hospital agree that they will not, upon expiration or termination of this Agreement and for a period of twelve (12) months thereafter, offer to hire any therapist or technician or employee of the other party during the term of this Agreement, or extension thereof, to provide the Services. Both parties acknowledge that a remedy at law would be inadequate to compensate in the event of a breach of the foregoing provision, and therefore, shall be entitled to injunctive relief to enforce this provision, in addition to recovery for any damages sustained.
    2. Independent Contractor. It is understood and agreed that in the performance by the Hospital of its obligations, pursuant to this Agreement, that it and all of its employees and agents shall be and will remain, at all/times, independent contractors, and nothing herein contained shall be construed to create or establish an employment relationship or partnership between the Facility and the Hospital.
    3. Exclusivity. Hospital shall be the exclusive provider of the Services to the Facility during the term of this Agreement.
    4. Records. Pursuant to Title 42 of the United States Code and applicable rules and regulations thereunder, until the expiration of four (4) years after termination of this Agreement, the Hospital shall make available, upon appropriate written request by the Secretary of the United States Department of Health and Human Services or the Comptroller General of the United States General Accounting Office or any of their duly authorized representatives, a copy of this Agreement and such books, documents, and records as are necessary to certify the nature and extent of the costs of the services provided by the Hospital under this Agreement. The Hospital further agrees that, in the event it carries out any of its duties under this Agreement through a subcontractor with a value or cost of $10,000 or more over a 12 month period with a related organization, such subcontract shall contain a clause to the effect that, until the expiration of four (4) years after the furnishing of such services pursuant to such subcontract, the subcontracted organization shall make available upon appropriate written request by the Secretary of the United States Department of Health and Human Services or the Comptroller General of the United States General Accounting Office or any of their duly authorized representatives, a copy of such subcontract and such books, documents, and records of such organization as are necessary to verify the nature and extent of such costs. Disclosure pursuant to this section shall not be construed as a waiver of any other legal right to which the Hospital may be entitled under law or regulations. If the Hospital is requested to disclose any books, documents, or records relevant to this Agreement for the purpose of an audit or investigation, the Hospital shall notify the Facility of the nature and scope of such request and shall make available to the Facility, upon the request by the Facility all such books, documents, or records.
    5. Additional Acts. The Hospital and the Facility shall each comply with all applicable federal, state and local laws, regulations and policies with respect to the rendering of services in nursing or convalescent homes and the protection of the rights of residents, including, but not limited to, rights relative to confidentiality, privacy, quality of care rendered, consumer protection and the like. In the event of any complaint filed by or with respect to a resident in the Facility or any investigation initiated by any governmental agency or any litigation commenced against the Facility, Hospital shall fully cooperate with the Facility in an effort to respond to and resolve the same in a timely and effective manner, and Hospital shall cooperate fully with any insurance company providing protection to the Facility in connection with investigations. In this connection, Hospital agrees that it shall promptly notify the Facility with respect thereto.
    6. Governing Law. This Agreement shall be interpreted, construed, and enforced in accordance with the laws of the State of ____ applied without giving effect to any conflict-of-laws principles.
    7. Modifications. This instrument contains the entire agreement of the parties and supersedes any and all prior agreements between the parties, written or oral, with respect to the transactions contemplated hereby. The Agreement may not be changed or terminated orally but may only be changed by a written agreement signed by the parties against whom enforcement of any waiver, change, modification, extension, discharge, or termination is sought.
    8. Notices. Any notice required or permitted hereunder or any agreement or document executed and delivered in connection with this Agreement shall be deemed to have been served properly if hand delivered to an authorized representative or recipient or mailed by certified or registered United States mail or by overnight express, postage or charges prepaid, or by facsimile if such facsimile transmission permits confirmation to the addresses or facsimile numbers listed below, and properly addressed to the respective party to whom such notices relates at the following address:

      IF TO FACILITY:
      (FACILITY) (ADDRESS)
      (CITY, STATE, ZIP)
      Attn: (NAME) Executive Director

      IF TO HOSPITAL:
      (HOSPITAL) (ADDRESS)
      (CITY, STATE, ZIP)
      Attn: (NAME) Administrator

    9. Permits and Licenses. The Facility agrees to allow or cause to allow, the Hospital to act with regard to provision of the services under permits or licenses issued in the name of the Facility by the applicable state and federal regulatory agencies to the extent permitted by law.
    10. Confidential and Proprietary Information. It is expressly understood that the systems, methods, procedures, policies, manuals, other written materials and controls, developed or employed by the Hospital or Facility in the performance of this Agreement are proprietary in nature, shall remain the property of the Hospital or Facility and shall not, at any time, be utilized, distributed, copied, or otherwise employed or acquired by the other party except in the operation of the Facility- during the term of this Agreement, unless prior written approval is obtained from the party owning the information. This provision shall survive the termination of this agreement.
    11. Compliance. The Hospital complies with the Title VI of the Civil Rights Act of 1984 and with Section 504 of the Rehabilitation Act in that no person shall, on the grounds of race, color, religion, national origin, age, sex or disability, be excluded form participation in, be denied benefits of, or otherwise be subjected to discrimination under any program, service, or activity offered by the Hospital.
    12. Assignment and Binding Effect. This Agreement shall not be transferred or assigned by either party hereto without the prior written consent of the other party. This Agreement shall be binding and shall inure to the benefit of the parties hereto and their respective successors and assigns.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first written above.

(FACILITY)
By:________________
Its Executive Director

(HOSPITAL)
By:________________
Its Administrator

EXHIBIT A
(STATE) FEE SCHEDULE
FOR RESPIRATORY THERAPY SERVICES PERSONNEL
A. Registered Respiratory Therapist _______ per hour on premises
B. Certified Respiratory Therapy Therapist _______ per hour on premises
C. Non-Registered/Non-Certified Respiratory Therapist _______ per hour on premises
D. Overtime – Registered Respiratory Therapist _______ per hour on premises
E. Overtime – Certified Respiratory Therapy Technician _______ per hour on premises
F. Overtime – Non-Registered/Non-Certified Respiratory Therapist _______ per hour on premises
G. Travel Allowance – Registered Therapist _______ per day
H. Travel Allowance – Certified Technician _______ per day
I. Travel Allowance – Non-Registered/Non-Certified Respiratory Therapist _______ per day
J. Travel Expense _______ per day
K. Supervisory Fee – Registered Therapist on Premises _______ per hour on premises
L. Supervisory Fee – Certified Technician on Premises _______ per hour on premises
Fees will automatically be adjusted at the beginning of the Facility’s new cost report fiscal year in accordance with the Salary Equivalency Guidelines as published in the Federal Register dated September 30, 1983.Fiscal Year Begins ______/______/______

EXHIBIT B *
DISPOSABLE SUPPLIES FEE SCHEDULE
Item Charge
15 mm Adaptor
22 mm Adaptor
Aerosol Drainage Bag
Aerosol Mask
Aerosol Thermometer
Artificial Airway (nasal)
Artificial Airway (oral)
Bacteria Filter
Bubble Humidifier
CPAP Setup
Corrugated Tubing
Face Tent
HME
Incentive Spirometer
IPPB Circuit
MDI Adaptor
MDI Chamber
Medication Nebulizer
Nasal Cannula (7′)
Nasal Cannula (21′)
Nebulizer (all purpose)
Normal Saline
One-way Valve
Oxygen Tubing
Oxygen Tubing 7′
Peak Flow Meter
Resuscitator
Setup Bags
Simple Mask
Sputum Trap
Suction Closed System
Suction Canister
Suction Catheter
Suction Drive Line
Suction Kit
Suction Tubing
Swivel Adaptor
T-Piece
Trach Care Kit
Trach Collar
Trach Holder
Trach Tube
Venturi Mask
Water Trap
Yankauer Suction Tip
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Exhibit C *
EQUIPMENT RENTAL FEE SCHEDULE
Portable Suction
High Flow Air Compressor
Medication Compressor
Oxygen Concentrator
IPPB Unit
Liquid Oxygen by Pound
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