Looking for an agreement? Search from over 1 million agreements now.

Hospital Administrative Services Contract

This is an actual contract by Optimumcare.

Save time and money with our Premium Packages.
Buy all (8) recommended agreements for
$140.00 (50% savings)
Agreement Preview
Sectors: Health Products and Services
Governing Law: California , View California State Laws
Effective Date: January 01, 1999
Search This Document
MENTAL HEALTH INPATIENT HOSPITALIZATION


SERVICES AGREEMENT


This MENTAL HEALTH INPATIENT HOSPITALIZATION SERVICES AGREEMENT ("Agreement") is entered into for reference purposes only as of the __ day of December, 1999, by and between San Fernando Community Hospital, a California nonprofit public benefit corporation doing business as Mission Community Hospital and San Fernando Community Hospital ("Hospital") and OptimumCare Corporation, a Delaware corporation ("Manager").


RECITALS


A. Hospital owns and operates a duly license acute care hospital which
operates at locations in San Fernando and Panorama City, California.


B. The San Fernando location ("Facility") includes an adult inpatient
short-term crisis intervention psychiatric program (the "Program") for
the treatment of psychiatric disorders for patients eighteen (18) years
of age or older whose length of stay is less than or equal to eight (8)
days.


C. Manager is in the business of providing a variety of consulting,
administrative and management services to facilities who treat patients
with psychiatric disorders.


D. Manager presently provides various services to the Program at the
Facility, and Hospital desires to retain Manager, and Manger desires to
be retained, to provide certain services with respect to the Program.


E. Hospital and Manager desire to enter into this Agreement to provide a
clear understanding of their respective rights, duties and obligations
with respect to the subject matter hereof.


AGREEMENT


ARTICLE 1
MANAGER'S RIGHTS AND OBLIGATIONS


1.1 General Intent and Purpose.


1.1.1 Management Expectations. Manager will manage the Program in accordance with the mission, vision and values of Hospital, the Hospital's strategic plan, the Hospital's compliance plan, and the Hospital's annual budget and operating plan. Manager's management responsibilities shall be fulfilled within the policies, procedures and organizational structure of the Hospital, as it may exist from time to time. Manager's Program Administrator, Medical Director, and Director of Inpatient Psychiatric Nursing, as such terms are defined in Section 1.2 hereof, shall perform their responsibilities of management in accordance with the management structure and standards as required of Hospital employed managers and Hospital


2


contracted Medical Directors, as such standards and structure may exist from time to time. Although Hospital shall have the right, in its sole discretion from time to time, to change its management structure and standards, as of the commencement of the Agreement and until notice to Manager, the Program Administrator shall be a member of Hospital's Senior Management Team. Manager shall assure that all services are managed in accordance with the rules and regulations that regulate the provision of psychiatric services, including but not limited to assuring that all issues related to patient movement into and out of the Program are accomplished within the guidelines established by the Los Angeles County Department of Mental Health, in accordance with state and federal law, and in accordance with all Hospital policies. Manager will provide expertise to Hospital to recommend, and after approval by Hospital, to implement appropriate Hospital policies, procedures, rules and regulations. It is anticipated that all personnel provided by Manager will comply with all of the requirements established for Hospital personnel, including but not limited to, orientation, safety, health and assuring that any of Manager's personnel who oversee or direct Hospital employees do so in accordance with Hospital's human resources policies as they may be established by Hospital from time to time. On an annual basis, and more often if specified by Hospital, the Chief Executive Officer of Hospital ("CEO") or his designee shall perform a performance appraisal of the Manager's Program Administrator, Medical Director, and Nursing Director, similar to performance appraisals of individuals with management responsibilities or directorship agreements at Hospital.


1.1.2 Administration and Clinical Management. Subject to Hospital's ultimate retention of control and authority, Manager shall assist Hospital in the administration and clinical management of the Program and report to Hospital daily as to the administration of the Program and the care and treatment of Program patients while at the Facility in accordance with and subject to the patient's physician's orders. Manager does not provide psychiatric care (including diagnosis, development of individual treatment plans, determining changes in the care place and discharge planning), which care is provided by licensed physicians who are members in good standing of Hospital's Medical Staff with appropriate privileges.


1.2 Manager's Provision of Staffing.


1.2.1 Program Administrator and Medical Director, Staffing. Manager shall employ and/or independently contract with, and shall be financially responsible for staffing the Program with;


(a) one full-time Program Administrator ("Program Administrator") who shall work full-time exclusively at Facility and who shall meet the criteria and fulfil the duties set forth in Exhibit 1.2.1.(a). The parties hereby acknowledge and agree that the Manager's total cost of providing the Program Administrator (including wages, Employee Benefits [as defined in Section 2.5] and overhead) is deemed, for the purposes of this Agreement, and as the parties' best estimate of fair market value, is the amount set forth in Exhibit 1.2.1.(a); and


(b) one medical director ("Medical Director") who shall provide not less than thirty (30) hours of administrative services for the Program per month and who shall meet the criteria and terms set forth in Exhibit 1.2.1(b). The parties hereby acknowledge and agree that


2


3


the Medical Director's compensation is deemed, for the purposes of this Agreement, and as the parties' best estimate of fair market value, is the amount set forth in Exhibit 1.2.1.(b); and


(c) one full-time Director of Inpatient Psychiatric Nursing Service ("Nursing Director") who shall work exclusively at Facility and shall meet the criteria and fulfil the duties set forth in Exhibit 1.2.1.(c). The parties hereby acknowledge and agree that the Manager's total cost of providing the Nursing Director (including wages, Employee Benefits [as defined in Section 2.5] and overhead) deemed, for the purposes of this Agreement, and as the parties best estimate of fair market value, is the amount set forth in Exhibit 1.2.1.(c).


1.2.2. Additional Personnel Staffing. Manager shall employ and/or independently contract with and shall be financially responsible for staffing the Program with professional counseling staff, therapists, case managers and utilization review managers and staff, in the categories, at the staffing levels, and at the costs (cumulatively for each category), including wages and Employee Benefits and overhead, as set forth in Exhibit 1.2.2.


1.2.3 Need for Staffing. The staffing set forth in Section 1.2 hereof is based upon the anticipated Program needs to operate the Program as required (i) by applicable State and Federal law and regulation as required for licensure and accreditation and for certification for participation in and reimbursement from the Medicare and Medi-Cal programs, (ii) the Program's reasonable requirements, and (iii) community standards.


1.2.4 Changes to Staffing Levels. Manager shall not, without Hospital's prior written consent, which shall not be unreasonably withheld, deviate from, change, or decrease the agreed staffing levels as set forth in this Section 1.2.


1.2.5 Staff Compensation. Manager is solely responsible for compensating the individuals Manager provides hereunder, including Employee Benefits, and shall defend and hold Hospital harmless from claims for compensation or Employee Benefits from such individuals. "Employee Benefits" shall include, by way of illustration and not limitation, an employer's contribution under the Federal Insurance Contributions Act, unemployment compensation and related insurance, payroll and other employment taxes, pension and retirement plan contributions, workers= compensation and related insurance, group life, health, disability, and accident insurance, severance, and other benefits. In entering into or continuing any financial relationship (e.g., ownership or compensation arrangements) with any physicians and their immediate family members (as defined under the Stark law at 42 U.S.C. '1395nn and Cal. Bus. & Prof. Code " 650.01 et seq.), Manager shall assure that such financial arrangements meet the requirements of an applicable exception under those laws such that Hospital is not prohibited from presenting any claims for services pursuant to such physician self-referral laws.


1.2.6 Acceptability of Staff Members. Prior to retaining any individuals to provide services at Facility pursuant to Section 1.2 hereof. Manager shall obtain the prior written approval of such individual from the CEO. Manager shall submit such information regarding proposed personnel as the CEO reasonably requests. Manager shall use reasonable efforts to resolve any issues regarding the acceptability to Hospital of Program staff employed or otherwise


3


4


contracted for by Manager. All professional individuals, including Medical Director, provided by Manager, shall meet the applicable standards of Hospital's Medical Staff Bylaws.


1.2.7 Removal of Staff Member. At the request of Hospital, in its sole and absolute discretion, Manager shall immediately remove any employee or independent contractor of Manager from providing services at the Facility or to the Program.


1.2.8 Staff Member Conduct and Care. Manager shall cause all employees and independent contractors of Manager at all times to conduct their activities in compliance with all bylaws, rules and regulations, policies and procedures of Hospital and its medical staff and in compliance with all applicable federal, state and local laws and regulations, and with the standards and requirements established by the Joint Commission on Accreditation of Healthcare Organizations and other relevant professional organizations pertinent to the operation of the Program.


1.3 Licensure and Accreditation. Manager shall advise and assist Hospital in order for Hospital to obtain all necessary licenses and approvals from governmental and accrediting agencies, including the Joint Commission on the Accreditation of Healthcare Organizations, and in order for Hospital to obtain all certifications and approvals necessary to participate in the Medicare and Medi-Cal programs. Manager shall advise and assist Hospital to assure Hospital timely undertakes all activities necessary to obtain and maintain all necessary licenses and approvals from governmental and accrediting agencies, including without limitation, the California Department of Health Services, and is responsible for timely advising and assisting Hospital to undertake all activities necessary to maintain all certifications and approvals necessary to participate in the Medi-Cal and Medicare programs are performed. Manager shall advise and assist Hospital to enable Hospital to timely prepare, file, and supplement all regulatory applications, reports, and forms required by any local, state or federal regulatory agency and shall prepare the Facility for, and monitor, regulatory surveys and inspections of the Program. Manager shall use its best efforts to assure that Hospital promptly remedies any deficiencies identified in such surveys and inspections to the extent such deficiencies are within Manager's control. If the subject matter of the deficiency is Manager's responsibility hereunder, Manager shall promptly correct such deficiency. Manager shall use its best efforts to assure that the Program and the Facility are operated and maintained in compliance with all applicable federal, state, and local laws, rules and regulations.


1.4 Policies and Procedures.


1.4.1 Development and Implementation of Policies and Procedures. Manager shall develop and recommend, and upon Hospital's approval, assist Hospital in implementing all policies and procedures necessary for the safe and efficient operation of the Program, and shall educate Program staff on such policies and procedures. The foregoing shall include, but not be limited to, proposed policies and procedures for performance improvement and utilization review which are consistent with Hospital's policies and procedures for performance improvement and utilization review in other Hospital programs and services. Manager shall develop and recommend, and following Hospital approval implement, clinical treatment programs and


4


5


protocols for non-physician care that are reflective of current unrecognized standards for psychiatric programs. Manager shall provide orientation and training for all Program staff, irrespective of whether such staff members are employees or independent contractors of Hospital or Manager. Manager shall assure that all personnel who provide services at the Facility participate in Hospital's orientation for new Facility employees. Manager shall as reasonably necessary provide ongoing in-service training such as to assure that Program staff have the requisite knowledge and skill required to delivery quality healthcare services at the Facility and through the Program.


1.4.2 Hospital Approval. The implementation of the policies and procedures and clinical treatment programs required under Section 1.4 shall be subject to prior approval by the Hospital's administration and, where appropriate, the Hospital's medical staff.


1.4.3 Compliance Plan. Manager shall require that all personnel provided by Manager to work at Hospital or to provide services on behalf of Hospital at all times comply with Hospital's Compliance Plan and its components as they may be in effect from time to time.


1.5 Indemnification by Manager. Manager shall protect, indemnify, hold harmless, and defend Hospital, its legal representatives, employees, agents, officers, trustees, affiliates and assigns, and each of them, from and against any and all claims, actions, demands, proceedings, losses, damages, costs, expenses and liabilities (including reasonable attorneys= fees) arising out of or related to the performance or nonperformance by Manager of any obligations to be performed or services to be provided hereunder. This indemnification obligation survives the expiration or earlier termination of this Agreement.


1.6 Insurance.


1.6.1 General Liability Insurance. Manager shall procure and maintain, at its sole cost and expense, throughout the term hereof, a policy or policies of comprehensive general liability and malpractice insurance covering itself and the individuals it provides pursuant to Section 1.2 hereof from an insurance carrier licensed and authorized to sell or approved to place liability insurance policies of this nature by the State of California with limits of not less than Five Million Dollars ($5,000,000) per occurrence. Manager shall cause to be issued to Hospital, by the insurance carriers issuing such coverage, certificates of insurance evidencing that the foregoing covenants of this Agreement have been complied with and stating that said insurance carriers shall provide not less than ten (10) calendar days prior written notice to Hospital of any cancellation or material modification of the policy or coverage described herein, or, if any such carrier shall not agree to provide such notice, then Manager shall provide notice to Hospital of any such cancellation or modification immediately upon receipt of notice of the foregoing from the carrier. Any deductible, co-insurance, or aggregate limits shall be subject to Hospital's approval, which shall not be unreasonably withheld.


1.6.2 Workers Compensation Insurance. Manager shall procure and maintain, at its sole cost and expense, throughout the term hereon, a policy or policies of workers' compensation insurance covering its employees from an insurance carrier licensed and authorized to sell or approved to place such liability insurance policies of this nature by the State of California. Manager shall add Hospital as an additional insured on such policy.


5


6


1.6.3 Extended Reporting Period. If any liability insurance policy procured pursuant to Section 1.6 is on a "claims made" rather than "occurrence" basis, then such policy shall include an option to purchase a "tail" or an extended reporting period, which option shall be exercisable upon termination or cancellation of said policy or upon any material modification of said policy that has the effect of causing the coverage of said policy to fail, in any respect, to meet the requirements of Section 1.6, regardless of whether such termination, cancellation or modification shall occur during the term hereof or thereafter. The tail or extended reporting period shall provide coverage meeting all of the requirements set forth in Section 1.6, for a period of at least seven (7) years after termination, cancellation or modification of the underlying policy. Such policy shall provide that the carrier shall give Hospital or Manger at least thirty (30) calendar days advance written notice of the date upon which the option may be exercised regardless of whether such date shall occur during the term hereof or thereafter and shall specifically provide that Hospital shall be permitted to exercise the option upon failure of Manager to do so. Upon such notice, Manager shall take all steps, including but not limited to the payment of money, necessary to exercise such option, and if Manager shall fail to effectively exercise such option, then Hospital may do so and Manager shall fully and immediately reimburse Hospital, within ten (10) calendar days notice thereof by Hospital, for all monies expended by Hospital in connection therewith. The provisions of this Section 1.6.3 survive the expiration or earlier termination of this Agreement.


1.7 Record keeping and Access to Documents. Manager shall take all actions required by the Medicare or Medi-Cal programs to generate and maintain all necessary records as may be required of Hospital by the Medicare or Medi-Cal programs. Such records are the property of Hospital. In addition, for the purpose of implementing Section 1861(v)(1)(1) of the Social Security Act, as amended, and any regulations promulgated pursuant thereto, Manager agrees to comply with the following statutory requirements governing the maintenance of documentation to verify the cost of services rendered under this Agreement:


(i) until the expiration of four years after the furnishing of such services pursuant to such contract, Manager shall make available, upon written request to the Secretary of the U.S. Department of Health and Human Services, or upon request to the Comptroller General, or any of their duly authorized representatives, the contract and books, documents, and records of such costs, and


(ii) if Manager carries out any of the duties of the contract through a subcontract with a value or cost of Ten Thousand Dollars ($10,000) or more over a twelve-month period, with a related organization, such subcontract shall contain a clause to the effect that until the expiration of four years after the furnishing of such services pursuant to such a subcontract, the related organization shall make available, upon written request to the Secretary, or upon request to the Comptroller General, or any of their duly authorized representatives, the subcontract and books, documents, and records of such organization that are necessary to verify the nature and extent of such costs.


6


7


1.8 Audit Disclosure. If Manager is requested to disclose books, documents, or records for purposes of an audit, Manager shall notify Hospital of the nature and scope of such request and Manager shall make available, upon written request of Hospital, all such books, documents, or records, during regular business hours of Manager. The provisions of Sections 1.7 and 1.8 survive the expiration or earlier termination of this Agreement.


1.9 Reports.


1.9.1 Monthly Report. Manager shall provide monthly written reports to Hospital administration which detail the staffing provided each day during the prior month pursuant to Article I of this Agreement. Such monthly reports shall accompany Manager's invoice as required pursuant to Section 4.3.3 of this Agreement. The monthly reports shall include such detail as reasonably requested by Hospital, the submission of such reports to Hospital to be an express condition precedent to Hospital obligation to pay to Manager the Management Fee as required by Section 4 of this Agreement.


1.9.2 Quarterly Report. Manager shall provide quarterly written reports to Hospital administration regarding all aspects of the operations of the Program. Such quarterly reports shall address, among other things, the therapies provided to patients, any notable therapeutic successes or failures experienced by patients of the Program, any changes in Program staff, any complaints received by Manager regarding the operation and administration of the Program and the Facility, Program census, staffing provided the Program by Manager, and such other information regarding the staffing, and any other items or issues significant to the administration of the Program requested by Hospital.


1.10 Adverse Actions. Manager shall commit no act or omission which adversely affects any licensure or certification of the Hospital.


1.11 Admissions and Professional Services. Patients only shall be admitted by Hospital pursuant to an order by a physician member of Hospital's medical staff with admitting privileges. Manager shall assure that medical treatment shall only be ordered and provided by physicians who are members of Hospital's medical staff with appropriate clinical privileges. To the extent that Manager or its personnel makes Section 5150 assessments of individuals and places holds on such individuals at the Facility, Manager shall comply with all requirements of Section 5150 and the associated regulations and policies adopted by the County of Los Angeles.


1.12 Additional Reports. Manager shall prepare an annual report for the CEO regarding the Program. The Senior Management of Manager's Corporate Offices shall meet with the CEO and/or his designee upon the CEO's request, the foregoing to occur at least on a quarterly basis. Manager shall require that the Program Administrator and Nursing Director provide periodic reports in accordance with the requirements and expectations of other Hospital managers. Manager shall promptly provide Hospital with reports and information that Hospital reasonably requests with respect to the Program, including but not limited to admissions and discharges.


7


8


1.13 Additional Duties. Manager shall provide the additional duties set forth in Exhibit 1.13.


ARTICLE II.
HOSPITAL's RIGHTS AND OBLIGATIONS


2.1 Ultimate Control. Hospital shall have and maintain throughout the period hereof ultimate control and authority for the operation of the Program. Not to limit the foregoing, all admissions to the Program shall be in compliance with the admissions criteria which is established by Hospital after considering Manager's recommendations. Hospital has ultimate authority and control regarding decisions to accept a patient.


2.2 Space. Hospital shall continue to provide the space currently being provided for the Program which Manger agrees is adequate in all respects for the proper operation of the Program. Such space includes the fifty-six (56) bed contiguous space, administrative space, non-exclusive meeting space, and non-exclusive counseling space. Hospital shall be free to make any changes it desires to the Facility, or to relocate the Program so long as such changes do not materially and adversely interfere with the ability of Manager or Hospital to carry out their duties hereunder.


2.3 Hospital's Employees. Except for those positions designated to be provided by Manager, Hospital shall employ, or shall independently contract with, and shall be financially responsible for staffing the Program with all personnel necessary for the proper and efficient administration and clinical operation of the Program, including registered nurses, licensed vocational nurses and mental health workers, the foregoing in numbers appropriate based on the Program's anticipated daily census, and the services of a registered dietician and an office Manager. All personnel employed or otherwise contracted for (including the Office Manager) shall be required to comply with the Program policies and procedures as mutually developed and agreed upon in writing by Hospital and Manager.


2.4 Diagnostic Facilities. Hospital shall make available to Program patients the Hospital's inpatient, diagnostic, and other facilities as are available at Hospital and ordered from time to time by such patients' attending physicians or appropriately requested by Program staff.


2.5 General Services. Hospital shall provide the following support services for the efficient and proper operation of the Program.


2.5.1 Dietary services for patients of the Program (to be served to each patient at the Facility and the part-time services of the Hospital's nutritionist/dietician).


2.5.2 Housekeeping services for the facility.


2.5.3 Janitorial and physical upkeep of the Facility.


2.5.4 All utilities for the Facility.


8


9


2.5.5. Such clerical support, office supplies and general supplies necessary for the proper operation of the Program.


2.5.6 Record keeping services, in accordance with state and federal laws and regulations.


2.5.7 Transportation as Hospital determines, after consultation with Manager, is necessary to operate the Program.


Nothing in this Agreement is intended to or shall be construed to limit or restrict the Hospital's ability to outsource the provisions of the goods and services contemplated in this Section.


2.6 Policies and Procedures. Hospital shall provide all Program staff (including employees and independent contractors of Manager) with copies of all relevant Hospital and Program policies and procedures, as amended from time to time.


2.7 Health Screening. Hospital shall provide to all Program staff (including employees and independent contractors of Manager) such appropriate pre-employment and periodic diagnostic and health screening examinations as are customarily provided by Hospital for Hospital employees.


2.8 Accreditation. With the assistance of Manager, Hospital shall maintain accreditation by the Joint Commission on the Accreditation of Healthcare Organizations, and shall be financially responsible for paying all such fees related to such accreditation. Notwithstanding any other provisions in this Agreement, the sole remedy for Hospital's sole breach of this Section 2.8 is the right of termination of this Agreement by Manager pursuant to Section 5.2.3.


2.9 Performance Improvement Review. With the assistance of Manager and the staff provided by Manager pursuant to Section 1.2 hereof, Hospital shall oversee the utilization review and performance improvement services with respect to services p
-- End of Preview --
Home| About Us| FAQ| Subscription | Contact Us |

Privacy Policy   Terms of Service  34.235.143.190