NURSING FACILITY SERVICES AGREEMENT
County of San Mateo, San Mateo Medical Center and All facilities
NURSING FACILITY SERVICES AGREEMENT
This Nursing Facility Services Agreement (this “Agreement”) is made and entered into as of May 1, 2010 (the “Effective Date”), by and between Odyssey HealthCare Operating A, LP d/b/a Odyssey Hospice (“Hospice”) and County of San Mateo, San Mateo Medical Center and all facilities (“Facility”) for the provision of hospice services to residents of the Facility.
A. Hospice is a licensed hospice care provider certified by the federal government to provide comprehensive hospice services to eligible persons as delineated under applicable law, experienced in the operation of a hospice agency and the provision of hospice services to terminally ill individuals and has, from time to time, patients who require short-term inpatient care for pain control, symptom management and respite care purposes.
B. Facility is a licensed nursing home facility, experienced in the operation of a nursing facility and in the provision of long term care services to its residents and has among its residents, terminally ill individuals who are eligible to elect hospice services.
C. Hospice desires to provide hospice services to residents of Facility and Facility desires to provide nursing facility services to patients of Hospice.
D. This Agreement is entered into with the understanding that Facility constitutes the Eligible Resident’s place of residence for the purpose of complying with Medicare or Medicaid hospice admission criteria or other third party payor admission criteria. Because Facility provides support and services to its residents which would otherwise be provided by families, Hospice agrees to accept the Hospice Patient’s residence in the Facility as satisfying the Medicare or Medicaid hospice admission requirement that a patient live at home.
NOW, THEREFORE, in consideration of the foregoing, and the covenants and agreements contained herein, Hospice and Facility hereby agree as follows:
1.1 “Attending Physician” means a doctor of medicine or osteopathy who is duly licensed and who is identified by the Hospice Patient (or such Hospice Patient’s legal representative) at the time he or she elects to receive hospice care, as the physician having the most significant role in the determination and delivery of the Hospice Patient’s medical care.
1.2 “Continuous Care” has the meaning set forth in Section 2.8.A.
1.3 “Facility Room and Board Services” means those personal care services provided by Facility as specified in the Hospice Plan of Care and Facility Plan of Care for a Hospice Patient including, but not limited to: (i) providing food, including individualized requests and dietary supplements, (ii) assisting in activities of daily living such as mobility and ambulation, dressing, grooming, bathing, transferring, eating and toileting, (ii) arranging and assisting in socializing activities, (iv) assisting in the administration of medicine, (v) providing and maintaining the cleanliness of the Hospice Patient’s room, (vi) supervising and assisting in the use of any durable medical equipment and therapies included in the Hospice Plan of Care, (vii) providing laundry and personal care supplies, (viii) providing monitoring of general health conditions, (ix) contacting family/legal representative for purposes unrelated to the terminal illness, (x) arranging for the provision of medications not related to the management of the terminal illness, and (xi) providing the usual and customary room furnishings provided to Facility residents including, but not limited to, beds, linens, over the bed tables and dressers. In the case of Medicaid Eligible Residential Hospice Patients, Facility Room and Board Services shall include all services outlined in the Medicaid covered service rules, as may be amended from time to time.
1.4 “Eligible Residents” means individuals (i) eligible for services provided in accordance with this Agreement; (ii) eligible for Medicare Part A hospice coverage, Medicaid hospice coverage, or who otherwise elect to pay privately or through commercial insurance for hospice care; and (iii) who make a hospice benefit election as provided for in Section 1812(d) of the Social Security Act or comparable Medicaid election, or, if private pay, request services of Hospice and such persons meet the criteria for admission to Hospice.
1.5 “General Inpatient Care” means care that a Hospice Patient receives in an inpatient facility such as a hospital or skilled nursing facility for pain control or acute or chronic symptom management which cannot be managed in other settings. General Inpatient Care includes, without limitation, all Facility Room and Board Service and all nursing, inpatient medical, dietary, housekeeping, therapy services, emergency services, laboratory, radiology, respiratory, pharmacy, physician services, oxygen and related ancillary services.
1.6 “Hospice Medical Director” means a duly licensed doctor of medicine or osteopathy employed or contracted by Hospice who, along with the Hospice Patient’s Attending Physician (if any), is responsible for the palliation and management of a Hospice Patient’s terminal illness and related conditions.
1.7 “Hospice Patient” means an individual who elects, directly or through such individual’s legal representative, to receive Hospice Services, and is accepted by Hospice to receive Hospice Services in accordance with an individualized Hospice Plan of Care.
1.8 “Hospice Plan of Care” means a written care plan established, maintained, reviewed and modified, as necessary, at regular intervals, by the IDG. The Hospice Plan of Care must reflect the Hospice Patient and family goals and interventions based on the problems identified in the Hospice Patient assessments. The Hospice Plan of Care should reflect the participation of the Hospice, Facility, and the Hospice Patient and such patient’s family, to the extent possible, which includes: (i) identification of the Hospice Services, including interventions to manage pain and symptoms; (ii) a detailed statement of the scope and frequency of services necessary to meet the Hospice Patient’s and Hospice Patient’s family’s needs; (iii) measurable outcomes anticipated from implementing and coordinating the Hospice Plan of Care; (iv) drugs and treatment necessary to meet the needs of the Hospice Patient; (v) medical supplies and appliances necessary to meet the needs of the Hospice Patient; and (vi) the IDG’s documentation of the Hospice Patient’s or representative’s level of understanding, involvement, and agreement with the Hospice Plan of Care.
1.9 “Hospice Services” means those services and items provided to a Hospice Patient that are reasonable and necessary for the palliation and management of such Hospice Patient’s terminal illness and related conditions and within the definition of Medicare-covered hospice services, as specified in the Hospice Plan of Care for such Hospice Patient. Hospice Services include: (i) nursing care and services by or under the supervision of a registered nurse, (ii) medical social services provided by a qualified social worker under the direction of a physician, (iii) physician services to the extent that these services are not provided by the Attending Physician, (iv) counseling services, including bereavement, dietary and spiritual counseling, (v) physical, respiratory, occupational and speech therapy, (vi) home health aide/homemaker services, (vii) medical supplies, (viii) drugs and biologicals, (ix) use of medical appliances (x) medical direction and management of the Hospice Patient, and (xi) dietary supplements if related to the terminal diagnosis.
1.10 “Interdisciplinary Group” or “IDG” means a group of qualified individuals, consisting at a minimum of a duly licensed doctor of medicine or osteopathy, a registered nurse, a social worker and a pastor or other counselor, and such other personnel as Hospice may deem necessary, who provide or supervise the care and services offered by Hospice.
1.11 “Medicaid Eligible Residential Hospice Patient” means a Residential Hospice Patient who is either (i) eligible for Medicaid benefits and who has elected and is eligible to receive the Medicaid hospice benefit or (ii) eligible for both Medicaid and Medicare Part A benefits and who has elected the Medicare hospice benefit.
1.12 “Medicare Eligible Residential Hospice Patient” means a Residential Hospice Patient who is eligible for Medicare Part A benefits (but not Medicaid benefits) and who has elected to receive the Medicare hospice benefit.
1.13 “Other Facility Services” means all items and services provided by Facility, which are not related to the treatment of the Residential Hospice Patient’s terminal illness.
1.14 “Private Pay Residential Hospice Patient” means a Residential Hospice Patient who is not eligible for the Medicare or Medicaid hospice benefit or, if so eligible, has revoked or elected not to receive the Medicare or Medicaid hospice benefit, as the case may be.
1.15 “Purchased Hospice Services” means those Hospice Services specified in Section 8.2 that Hospice has contracted with Facility to provide. Such services include the drugs and pharmaceuticals, durable medical equipment, supplies, therapies and ancillary services which are related to the Hospice Patient’s terminal illness.
1.16 “Residential Hospice Care Day” means a day on which a Residential Hospice Patient receives Facility Room and Board Services pursuant to this Agreement, including the day of admission, but excluding any days which a Residential Hospice Patient spends receiving General Inpatient Care or Respite Care.
1.17 “Residential Hospice Patient” means a Hospice Patient who resides in the Facility.
1.18 “Respite Care” means daily nursing care furnished to a Hospice Patient in an inpatient facility in order to provide a short period of relief to family members or other persons caring for the Hospice Patient at home. Respite Care may only be provided on an occasional basis and not for more than five consecutive days at a time. Respite Care includes, without limitation, room and board services, nursing, dietary, housekeeping, therapies, emergency, laboratory, radiology, respiratory, pharmacy, oxygen services, and related ancillary services necessary for relief of the Hospice Patient’s family and/or caregivers.
1.19 “Routine Home Care” means Hospice Services provided to a Hospice Patient who is at his or her residence and not receiving Continuous Care, General Inpatient Care or Respite Care.
2. Services To Be Provided By Hospice
2.1 Admission to Hospice Program
A. Assessment. If a resident of Facility requests the provision of Hospice Services, Hospice shall perform an assessment of such resident and shall notify Facility, either orally or in writing, whether such resident is eligible for admission as a Hospice Patient. Hospice shall maintain adequate records of all such authorizations of admission.
B. Assessing Continued Eligibility. Hospice shall have sole authority for assessing a Hospice Patient's continued eligibility for Hospice Services and for discharging a Hospice Patient from Hospice.
2.2 Hospice Plan of Care. In consultation with the Facility, the Hospice Patient or his or her representative, and the Hospice Patient’s Attending Physician, Hospice shall develop and maintain a written Hospice Plan of Care. The Hospice Plan of Care will identify which provider is responsible for performing the respective functions that have been agreed upon and included in the Hospice Plan of Care. Hospice shall provide services to the Hospice Patient in accordance with the Hospice Plan of Care. Hospice shall review and update the Hospice Plan of Care at least every 15 calendar days, or sooner when there are changes in the Hospice Patient’s condition. Hospice will notify the Hospice Patient or his or her representative, Facility and Facility’s nursing staff, and the Hospice Patient’s Attending Physician of modifications to the Hospice Plan of Care for such Hospice Patient.
2.3 Professional Management. Hospice shall assume professional management responsibility for the Hospice Services provided to each Hospice Patient residing at Facility and their families. Hospice shall communicate such management instructions to the Facility staff based upon the Hospice Plan of Care. Hospice shall respond promptly to any communication by Facility staff concerning changes or indications in the condition of a Hospice Patient and the Hospice Plan of Care. Hospice assumes responsibility for determining the appropriate course of hospice care, including the determination to change the level of services provided. Hospice shall make arrangements for, and remain responsible for, any necessary Continuous Care, Respite Care or General Inpatient Care related to a Hospice Patient's terminal illness and related conditions.
2.4 Hospice Care Training. Hospice shall provide orientation and ongoing hospice training to Facility’s personnel as necessary to facilitate the provision of safe and effective care to Hospice Patients. Such orientation must include Hospice policies and procedures regarding methods of comfort, pain control and symptom management as well as principles about death and dying, individual responses to death, patient rights, infection control, appropriate forms and recordkeeping requirements.
2.5 Routine Home Care Services. Routine Home Care services provided to Residential Hospice Patients will be the same as those provided to other Hospice Patients who reside at home. Routine Home Care services will include not only nursing assessment and intervention for pain and symptom control, but may also include as needed such services as social work, counseling, aide/homemaker, chaplaincy, volunteer, physical, speech and/or occupational therapy and other services not provided by Facility, nor included in the basic room and board charge, but which are necessary for the Hospice Patient’s terminal illness. A Hospice nurse will visit on an as needed basis, according to each Hospice Patient’s needs, required level of care and the Hospice Plan of Care. Hospice shall also provide twenty-four (24) hour availability of staff for consultation and emergencies for Hospice Patients.
2.6 Drugs and Pharmaceuticals. Hospice agrees to provide all drugs and pharmaceuticals related to the management of the terminal illness and which are specified in the Hospice Plan of Care for a Residential Hospice Patient.
2.7 Medical Equipment and Medical Supplies. If an Eligible Resident’s Hospice Plan of Care specifies the need for medical equipment and medical supplies related to the Residential Hospice Patient’s terminal illness, which are not ordinarily provided by the Facility to its residents and not included in the basic room and board charge, then Hospice shall provide such medical equipment and medical supplies.
2.8 Continuous Care and General Inpatient Care. Residential Hospice Patients are entitled to Continuous Care and General Inpatient Care for conditions related to the terminal illness. In cases in which the needs and conditions of a Hospice Patient so indicate, Hospice, in consultation with the Attending Physician and Facility, may change the level of care from Routine Home Care to Continuous Care or General Inpatient Care.
A. Continuous Care. If a Residential Hospice Patient experiences a crisis, as defined by federal hospice regulations, as a period in which the individual requires continuous care to achieve palliation or management of acute medical symptoms, Hospice may determine it is necessary to provide the patient with nursing and aide services in Facility for up to 24 hours a day during the crisis to care for the Hospice Patient in an uninterrupted fashion (“Continuous Care”) until the Residential Hospice Patient’s condition dictates a return to Routine Home Care or a change to General Inpatient Care.
B. General Inpatient Care. If a Hospice Patient experiences chronic or acute symptoms which, in the judgment of Hospice and either the Hospice Patient’s Attending Physician or the Hospice Medical Director, cannot be effectively managed through Routine Home Care or Continuous Care, Hospice may determine it is necessary to provide short-term General Inpatient Care for such Hospice Patient. This General Inpatient Care can be provided in an inpatient facility such as a hospital or free-standing hospice, or at Facility only if Facility is Medicare-certified and a registered nurse is on duty and available to provide direct care 24 hours a day. If Hospice is satisfied that Facility has established policies for General Inpatient Care which are consistent with those of Hospice and can provide the needed General Inpatient Care services, Hospice may either admit the Hospice Patient to Facility for General Inpatient Care or, if the Hospice Patient is a Residential Hospice Patient, may reclassify the Hospice Patient from Routine Home Care, Respite Care or Continuous Care to General Inpatient Care status. When a Residential Hospice Patient is reclassified for General Inpatient Care, the Hospice Patient will be transferred, if necessary, to a Facility bed meeting the Medicare requirements for General Inpatient Care. Facility staff will care for the Hospice Patient requiring General Inpatient Care following the Hospice Plan of Care which will be provided to Facility by Hospice and which will specify the inpatient services to be furnished.
2.9 Hospice Physician Services. Hospice’s Medical Director and Hospice physicians will provide visits to the Hospice Patient as necessary and in accordance with federal and state laws and the Hospice Plan of Care. Such visits will relate solely to the Hospice Patient’s terminal illness and are understood to not duplicate or replace the services of the Hospice Patient’s Attending Physician.
2.10 Transportation and Ambulance. If a Residential Hospice Patient requires transportation or ambulance from Facility to a Hospice inpatient facility or elsewhere in accordance with the Hospice Plan of Care, Hospice will provide or arrange for such transportation or ambulance.
2.11 Counseling Services and Bereavement Care. Hospice agrees to provide counseling as needed to family members to assist them in adjusting to the Residential Hospice Patient’s terminal condition and assisting family members in addressing the emotional stress often associated with terminal illness in the family. Hospice agrees to provide bereavement services to family members or other individuals listed in the bereavement plan of care for up to 12 months after the death of a Residential Hospice Patient. Bereavement counseling also extends to residents of Facility when appropriate and identified in the bereavement plan of care. Hospice also agrees to provide dietary, spiritual and any other type of counseling needed by the Hospice Patient and the Hospice Patient’s family while the qualified individual is enrolled with Hospice and in accordance with the Hospice Plan of Care.
2.12 Supervision and Coordination. When Hospice provides services under arrangement with other providers, including services purchased from Facility in accordance with Section 8.2 of this Agreement, Hospice will coordinate, supervise and evaluate such services and will retain professional management of the services, ensuring that they are furnished in a safe and effective manner by qualified persons and in accordance with the Hospice Patient’s Plan of Care. Hospice shall also be responsible for the professional management of the Hospice Plan of Care and assuring continuity between all involved agencies and disciplines. Hospice Services shall be available twenty-four hours a day, seven days a week, 365 days a year. Hospice’s IDG shall communicate with Facility’s medical director, Hospice Patient’s Attending Physician and other physicians participating in the care of Hospice Patient as needed to coordinate Hospice Services with the medical care provided by other physicians
2.13 Designation of Hospice Representative. For each Hospice Patient, Hospice shall designate a registered nurse who will be responsible for coordinating and supervising services provided to such Hospice Patient and be available 24 hours per day, 7 days per week for consultation with Facility concerning the Hospice Patient’s Plan of Care. In addition, for each Hospice Patient residing at Facility, Hospice shall designate a member of the Hospice Patient’s IDG to provide overall coordination of care for such Hospice Patient. Such hospice representative shall monitor Facility and be available to provide information to Facility regarding the provision of Facility Room and Board Services and Other Facility Services and to coordinate the periodic evaluation of Hospice Patient’s progress and outcomes of care upon request. Further, the hospice representative shall be responsible for communicating with Facility representative and other health care providers who participate in the care of a Hospice Patient’s terminal illness and related conditions to ensure quality of care for Hospice Patients and their families.
2.14 Providing Information. Hospice shall promote open and frequent communication with Facility and shall provide Facility with sufficient information to ensure that the provision of Facility Services under this Agreement is in accordance with the Hospice Plan of Care, assessments, treatment planning and care coordination. At a minimum Hospice shall provide the following information to Facility for each Hospice Patient residing at Facility:
A. Hospice Plan of Care, Medications and Orders. The most recent Hospice Plan of Care, medication information and physician orders specific to each Hospice Patient residing at Facility;
B. Election Form. The hospice election form and any advanced directives;
C. Certifications. Physician certifications and recertifications of terminal illness;
D. Contact Information. Names and contact information for Hospice personnel involved in providing Hospice Services; and
E. On Call Information. Instructions on how to access Hospice’s 24 hour on-call system.
2.15 Physician Orders. All physician orders communicated by Hospice in accordance with this Agreement shall be in writing and signed by the applicable Attending Physician or Hospice Medical Director; provided, however, that in the case of urgent or emergency circumstances, such orders may be communicated orally by any such persons. Hospice shall maintain adequate records of all physician orders communicated in connection with the Hospice Plan of Care.
2.16 Quality Assessment and Performance Improvement Activities. Hospice shall cooperate with Facility in its Facility-wide quality assessment and performance activities. Components of the quality assessment and performance improvement program include (i) data collection; (ii) reporting adverse patient events, analyzing their causes, and implementing preventive actions and mechanisms; and (iii) taking actions to improve performance. Facility shall provide Hospice with a description of its quality assessment and performance improvement program and information on performance improvement projects. Third party payors may also impose their own utilization management or quality assurance requirements which Hospice must meet. Cooperating in such activities shall not constitute a waiver of any legal privileges or rights that may apply to the information that is shared. Facility shall maintain the confidentiality of such information in whatever form it is provided.
3.2 Provision of Facility Services. Facility shall furnish to the Residential Hospice Patient all services normally provided to residents who are not Hospice Patients, except those covered by the Hospice as designated in the Hospice Plan of Care. Facility agrees that it will not provide Facility services unless such services are in the Hospice Plan of Care and expressly authorized by Hospice. Facility Room and Board Services shall be available twenty-four hours a day, seven days a week, 365 days a year. It is Facility’s responsibility to provide Facility Room and Board Services that meet the personal care and nursing needs that would have been provided by a Hospice Patient’s primary caregiver at home, and Facility shall perform Facility Room and Board Services at the same level of care provided to each Hospice Patient before hospice care was elected. While Facility nursing personnel may as specified by Facility, assist in administering prescribed therapies to Hospice Patients under the Hospice Plan of Care, such assistance may only be provided to the extent that Hospice would routinely use the services of a Hospice Patient’s family in implementing the Hospice Plan of Care. Notwithstanding the foregoing, in times of Hospice Patient crisis Hospice may authorize and direct Facility staff to perform more sophisticated functions in order to ensure Hospice Patient comfort, and Hospice and Facility shall address potential crisis situations for individual Hospice Patients in the Hospice Plan of Care.
A. Hospice Access to Facility. Facility shall permit Hospice employees, contractors, agents and volunteers free and complete access to the Facility twenty-four (24) hours per day, as necessary, to permit Hospice to counsel, treat, attend and provide services to each Hospice Patient.
B. Personnel and Training. Upon Hospice’s reasonable request, Facility shall cause Facility personnel who provide Facility services to Hospice Patients under this Agreement to: (i) attend in-service training provided by Hospice in the care of Hospice Patients; and (ii) to attend meetings of the IDG as indicated.
3.4 Policies and Procedures. In providing services to Hospice Patients, Facility shall abide by Hospice’s policies and procedures, palliative care protocols and the Hospice Plan of Care.
3.5 Patient Transfer. Because Hospice is responsible for the professional management of the Hospice Patient’s terminal illness, Facility agrees not to transfer any Hospice Patient to another care setting without the prior approval of Hospice, except in emergencies unrelated to the terminal illness. If Facility fails to obtain the necessary prior approval, Hospice bears no financial responsibility for the costs of transfer or the costs of care provided in another setting.
3.6 Provision of Respite Care and General Inpatient Care. If Facility provides Respite Care or General Inpatient Care, Facility shall meet the following requirements:
A. Inpatient and Respite Services. Facility shall meet the standards for conditions of participation for nursing, disaster preparedness, health and safety laws, fire protection, patient area, rooms and bathroom facilities, pharmaceutical services and meal services, menu planning and supervision. Facility shall furnish General Inpatient Care or Respite Care in accordance with the Hospice Plan of Care, which shall specify the inpatient services to be furnished. In providing General Inpatient Care and Respite Care, Facility shall abide by Hospice’s policies and procedures, palliative care protocols, and the Hospice Plan of Care. Facility’s medical records will include a record of all General Inpatient Care or Respite Care services and events and include the discharge summary.
B. Availability. Subject to bed availability, Facility shall be available to provide General Inpatient Care and Respite Care Services twenty-four (24) hours per day, seven (7) days per week and shall maintain sufficient personnel who have the requisite training, skills and experience to meet this obligation.
C. Visiting Privileges. Facility shall permit reasonable access and visiting
privileges (including visits by infants and small children) on a twenty-four (24) hour a day basis. Facility shall provide adequate space, located conveniently to Hospice Patient, for private visiting among Hospice Patient, Hospice Patient’s family members and any other visitors. Facility shall provide adequate accommodations for Hospice Patient’s family to remain with Hospice Patient up to twenty-four (24) hours a day, and permit family members privacy following the death of a Hospice Patient.
D. Twenty-Four Hour Nursing Services. When providing Respite Care or General Inpatient Care, Facility shall have twenty-four (24) hour nursing services. For (i) General Inpatient Care, or (ii) Respite Care provided in the STATES OF ALABAMA, ARIZONA, FLORIDA, GEORGIA, ILLINOIS, RHODE ISLAND, AND TENNESSEE, Facility shall have a registered nurse on each shift who provides direct patient care. Facility’s nursing services shall be sufficient to meet the total nursing needs of the Hospice Patient and shall be in accordance with the Hospice Plan of Care. Each patient must receive all nursing services prescribed and must be kept comfortable, clean, well-groomed and protected from accident, injury and infection.
E. Home-Like Atmosphere. Facility shall have (i) physical space for private Hospice Patient/family visiting, (ii) accommodations for family members to remain with Hospice Patient throughout the night, (iii) accommodations for family privacy after a Hospice Patient’s death, and (iv) décor which is homelike in design and function so as to preserve the dignity, comfort and privacy of patients.
F. Medicare/Medicaid Certification. If Facility is providing General Inpatient Care, Facility represents and warrants that it is currently, and will at all times during the term of this Agreement, remain, certified to participate in the Medicare program. If Facility is providing Respite Care, Facility represents and warrants that it is currently, and will at all times during the term of this Agreement remain, certified to participate in the Medicare or Medicaid program.
G. Authorization of Services. Facility shall provide General Inpatient Care and Respite Care to Hospice Patients only with the authorization of designated Hospice personnel. Facility is authorized to provide all General Inpatient Care and Respite Care identified in the Hospice Plan of Care. Facility shall seek authorization from designated Hospice personnel prior to providing services not identified in the Hospice Plan of Care.
H. Discharge Summary. Facility shall provide Hospice with a copy of the discharge summary at the time of discharge.
I. Facility Policies and Procedures. Facility shall institute, maintain and implement administrative procedures and patient care protocols for Hospice Patients that are: consistent with the procedures and protocols of Hospice, including but not limited to, Hospice protocols relating to resuscitation, nutrition and hydration; in accordance with recognized professional standards of care for terminally ill patients; and reasonably necessary to implement the provisions of this Agreement. Upon the execution of this Agreement, Facility shall provide Hospice with Facility’s established policies and protocols and shall promptly provide Hospice with any amendments or modifications thereto.
J. Implementation of Agreement. Facility shall designate the Director of Nursing as the individual within Facility who shall be responsible for implementation of the provisions of this Agreement (“Responsible Facility Representative”). Facility shall notify Hospice if an individual other than the Director of Nursing is designated as the Responsible Facility Representative.
3.7 Credentials
A. Licensure. Facility represents and warrants that it has and will maintain in good standing during the term of this Agreement all federal, state and local licenses and certificates required by law to provide services under this Agreement. Upon Hospice’s request, Facility shall provide Hospice with evidence of such licenses and certifications.
B. Qualifications of Personnel. Personnel who provide services under this Agreement shall be reasonably acceptable to Hospice. Facility represents and warrants that personnel providing services: (i) are duly licensed, credentialed, certified and/or registered as required under applicable state laws; and (ii) possess the education, skills, training and other qualifications necessary to provide services. Based on criminal background checks conducted by Facility, Facility represents that Facility personnel who have direct contact with Hospice Patients or who have access to Hospice Patient records have not been found to have engaged in improper or illegal conduct relating to the elderly, children or vulnerable individuals. Upon Hospice’s request, Facility shall provide Hospice with proof of an individual’s qualifications to provide services. In addition, if Facility is located in the STATE OF TEXAS, Facility represents that all applicants for employment, contractors and employees have been checked through the Nurse Aide Registry and Employee Misconduct Registry.
C. Disciplinary Action. Facility represents and warrants that neither it nor any of its personnel is under suspension or subject to any disciplinary proceedings by any agency having jurisdiction over professional activities of Facility or its personnel and is not under any formal or informal investigation or preliminary inquiry by such department or agency for disciplinary action.
D. Exclusion from Medicare or Medicaid. Facility represents and warrants that neither Facility nor its personnel has been, at any time, excluded from participation in any federally funded health care program including, without limitation, Medicare or Medicaid, and has never been convicted or found to have violated any federal or state fraud and abuse law or illegal remuneration law.
A. General. Facility shall participate in any meetings, when requested, for the coordination, supervision and evaluation by Hospice of the provision of Facility services. Hospice and Facility shall communicate with one another regularly and as needed for each particular Hospice Patient. Each party is responsible for documenting such communication in its respective clinical records to ensure that the needs of Hospice Patients are met twenty-four hours per day.
B. Design of Hospice Plan of Care. Facility shall consult with Hospice to assist in developing and updating the Hospice Plan of Care, which will identify which provider is responsible for performing the respective functions that have been agreed upon and included in the Hospice Plan of Care.
C. Modifications to Hospice Plan of Care. Facility will assist with periodic review and modification of the Hospice Plan of Care. Hospice retains the sole authority for determining the appropriate level of hospice care provided to each Hospice Patient. Any modification to the Hospice Plan of Care must be approved by the Hospice.
D. Notification Of Change In Condition. Facility shall immediately notify Hospice of the following information concerning each Hospice Patient: a significant change in physical, mental, social or emotional status; clinical complications that suggest a need to alter the Hospice Plan of Care; a need to transfer Hospice Patient to another facility; or the death of a Hospice Patient.
E. Physician Orders. If there are physician orders that are inconsistent with the Hospice Plan of Care or Hospice protocols, a registered nurse with Facility shall notify Hospice. An authorized representative of Hospice shall resolve differences directly with the physician and secure the necessary orders.
3.9 Hospice Physicians. Facility shall grant full staff privileges to the Hospice Medical Director and to other Hospice physicians upon application and qualification for such privileges in accordance with Facility’s policies and procedures.
3.10 Quality Assessment and Performance Improvement Activities. Facility shall cooperate with Hospice in its hospice-wide quality assessment and performance activities. Components of the quality assessment and performance improvement program include (i) data collection; (ii) reporting adverse patient events, analyzing their causes, and implementing preventive actions and mechanisms; and (iii) taking actions to improve performance. Hospice shall provide Facility with a description of its quality assessment and performance improvement program and information on performance improvement projects. Third party payors may also impose their own utilization management or quality assurance requirements which Facility must meet. Cooperating in such activities shall not constitute a waiver of any legal privileges or rights that may apply to the information that is shared. Hospice shall maintain the confidentiality of such information in whatever form it is provided.
3.11 Bereavement Services to Facility Staff. Facility shall be primarily responsible for providing any requested bereavement services to Facility staff after the death of a Hospice Patient who resided in Facility; provided however, that Hospice may assist Facility in providing such bereavement services to grieving Facility staff members upon request from Facility.
4. Records
4.1 Compilation of Records
A. Preparation. Facility and Hospice shall each prepare and maintain complete and detailed clinical records concerning each Hospice Patient receiving services under this Agreement in accordance with prudent record keeping procedures, their own policies and procedures, and applicable federal and state laws and regulations. Facility shall cause each entry made for services provided under this Agreement to be signed and dated by the person providing services. If Facility provides Respite Care, the nurse providing care shall document in the clinical records every shift. If the Facility provides General Inpatient Care, the registered nurse providing direct patient care to Hospice Patient shall chart in the clinical records at least once every shift.
B. Retention. Facility and Hospice shall each retain such records for six (6) years from the date of discharge of each Hospice Patient or such longer time period as required by applicable federal and state laws and regulations.
4.2 Access. Subject to applicable federal and state laws and regulations, Facility and Hospice shall each permit the other party to review and make photocopies of records maintained by Facility or Hospice relating to the provision of services under this Agreement. Each party shall bear the costs of photocopying the other party’s records.
4.3 Inspection. To the extent required by applicable federal and state laws and regulations, Facility and Hospice, and any respective agents thereof, shall make available, upon written request by the Secretary of the United States Department of Health and Human Services, the Comptroller General of the United States, or any other authorized federal or state official, or the duly authorized representative of the foregoing, their respective books, documents, and records necessary to verify the nature and extent of costs of Facility services or Hospice Services until the expiration of five (5) years after the Facility services or Hospice Services provided under this Agreement are furnished.
4.4 Destruction of Records. Facility shall take reasonable precautions to safeguard records against loss, destruction and unauthorized disclosure.
4.5 Subcontractors. If, and to the extent that, Facility provides services to Hospice under this Agreement through a subcontract or other form of agreement with another organization and those services have aggregate value or cost of $10,000 or more over a twelve (12) month period, the subcontract or agreement shall contain a clause to the effect that, until the expiration of five (5) years after the furnishing of such services, the subcontractor or other service provider shall make available, upon written request to the Secretary of the U.S. Department of Health and Human Services, by the Comptroller General of the United States, or by any duly authorized representative of the Secretary or Comptroller General, the subcontract or other agreement and the books, documents and records that are necessary to verify the nature and extent of the costs of services provided under this Agreement.
5. Representations, Warranties and Covenants
Each party represents, warrants and covenants to the other as follows:
5.1 Organization and Authority. It is duly organized, validly existing and in good standing under the laws of its state of organization and has all requisite power and authority to conduct its business as presently conducted. This Agreement has been duly executed and delivered by it and constitutes a valid and binding obligation enforceable against it in accordance with its terms.
5.2 Nondiscrimination. It shall provide all services under this Agreement without unlawful discrimination on the basis of race, color, religion, sex, national origin, ancestry or disability.
5.3 Licensing. All providers, including physicians, nurses and any other healthcare providers who are required to be licensed, must maintain the appropriate license required by state law or possess a valid license specific to their discipline.
5.4 Joint Responsibility. As required by Medicare and Medicaid, Hospice assumes responsibility for the professional management of the Residential Hospice Patient’s care and Facility agrees to provide Facility Room and Board Services to the Residential Hospice Patient. Hospice and Facility shall provide to each other upon request:
A. Current information documenting the appropriate licensure and credentials of all personnel and training of volunteers providing care to or visiting Hospice Patients in the Facility.
B. Current information documenting each entity’s appropriate state and federal licensure and/or certification.
C. Subject to applicable federal and state laws and regulations, access to all records of Hospice Services and Facility Room and Board Services rendered to the Hospice Patient.
D. Attendance and participation in the IDG conferences held for the purpose of developing and evaluating the Hospice Plan of Care for Hospice Patients.
E. Cooperation in reviewing the quality and appropriateness of Hospice Services in the Facility.
F. Facility shall participate in any meetings, when requested, for the coordination, supervision and evaluation by Hospice of the provision of Facility Services. Hospice and Facility shall communicate with one another regularly and as needed for each particular Hospice Patient. Each party is responsible for documenting such communications in its respective clinical records to ensure that the needs of Hospice Patients are met 24 hours per day.
5.5 Advance Directives. Hospice and Facility shall comply with the Federal Patient Self-Determination Act. Hospice shall inform each Residential Hospice Patient about advance directives under applicable state law and ascertain the Residential Hospice Patient’s competency in accordance with applicable federal and state laws and regulations. Hospice shall supply a copy of the Hospice Patient’s advance directive, if any, and any other documents indicating the Hospice Patient’s treatment wishes to the Facility at the time of admission.
6. Protection of Confidential Information or Protected Health Information
6.1 Confidentiality. In the performance of their mutual obligations under this Agreement, both parties shall be required to disclose to the other party certain information pertaining to Hospice Patients including, but not limited to, assessments, medical records, Hospice Patient and family histories and the Hospice Plan of Care (collectively “Patient Information”) and may be required or elect to disclose to the other party certain business or financial information (collectively, with the Patient Information, the “Confidential Information”). Each party agrees that it shall treat the Confidential Information with the same degree of care afforded to its own similar Confidential Information and shall not, except as necessary to perform its obligations under this Agreement, as specifically authorized in writing by the other party, or as otherwise required by law, reproduce any Confidential Information or disclose or provide any Confidential Information to any person.
6.2 HIPAA Requirements. The parties agree to comply with the Health Insurance Portability and Accountability Act of 1996, as codified at 42 U.S.C. Section 1320d and any current and future regulations promulgated thereunder, including, without limitation, the federal privacy standards contained in 45 C.F.R. Parts 160 and 164, the federal security standards in 45 C.F.R. Part 164, and the federal standards for electronic transactions contained in 45 C.F.R. Parts 160 and 162, all collectively referred to herein as “HIPAA Requirements.” The parties agree not to use or further disclose any Protected Health Information (as defined in 45 C.F.R. § 160.103) or Individually Identifiable Health Information (as defined in 42 U.S.C. § 1320d), other than as permitted by the HIPAA Requirements and the terms of this Agreement. In addition, the parties agree to comply with any state laws and regulations that govern or pertain to the confidentiality, privacy, security of, and electronic and transaction code sets pertaining to, information related to patients.
7. Use of Name or Marks. Neither Hospice nor Facility shall have the right to use the name, symbols, trademarks or service marks of the other party in press releases, media, advertising or any form of publicity or marketing without receiving the prior written approval of such other party.
8. Financial Responsibility
8.1 Residential Hospice Patient Room and Board Services
A. Medicaid Eligible Residential Hospice Patients. As used in this section, a “pass through state” means a state in which state laws require the Medicaid agency to pay Hospice for Facility Room and Board Services provided to Residential Hospice Patients, and Hospice to pass through this reimbursement to Facility. In a pass through state, Facility is prohibited from billing Medicaid directly for Facility Room and Board Services provided to Hospice Patients. Facility and Hospice shall work together to ensure appropriate Medicaid billing.
(i) Medicaid Eligible Patients in Pass Through States. For Facility Room and Board Services furnished to a Medicaid Eligible Residential Hospice Patient who reside in a Medicaid pass through state, Hospice will pay Facility for each Residential Hospice Care Day an amount equal to the then-current Medicaid per diem rate that would have been paid by the state to Facility, if the Medicaid Eligible Residential Hospice Patient had not elected to receive hospice care, less such Medicaid Eligible Residential Hospice Patient’s personal financial responsibility, if any. Facility agrees to accept this amount as payment in full for Facility Room and Board Services provided to such Medicaid Eligible Residential Hospice Patient. Facility shall collect and retain the Medicaid Eligible Residential Hospice Patient’s required personal contribution amount, if any. In the event of a finding by a state agency (the “Agency”) resulting from an audit conducted by such Agency, or its contractors or agents, whereby the Agency finds that Hospice has been overpaid for the room and board services provided by Facility, Facility agrees to cooperate with Hospice in the event Hospice contests the findings of such audit. In addition, Facility shall repay Hospice the amount of any such overpayment, or at Hospice’s option, Hospice may recoup or offset such overpayment amount from future amounts due Facility under the terms of this Agreement. The provisions of this section shall survive the termination of this Agreement.
(ii) Medicaid Eligible Patients in Non-Pass Through States. For Facility Room and Board Services furnished to a Medicaid Eligible Residential Hospice Patient who reside in a Medicaid non-pass through state, Facility shall bill the Medicaid program for Facility Room and Board Services furnished to a Medicaid Eligible Residential Hospice Patient. Hospice shall not be responsible for reimbursing or having any liability to Facility for any portion of the cost of Facility Room and Board Services provided to a Medicaid Eligible Hospice patient who resides in a Medicaid non-pass through state.
B. Medicare Eligible Residential Hospice Patients. For Facility Room and Board Services furnished to a Medicare Eligible Residential Hospice Patient, Facility will bill the Medicare Eligible Residential Hospice Patient (or the Medicare Eligible Residential Hospice Patient’s third-party payor), at a rate agreed on by Facility and the Medicare Eligible Residential Hospice Patient (or third-party payor), and Facility will accept such amount as payment in full for such Facility Room and Board Services. Hospice shall not be responsible for reimbursing Facility for any portion of the cost of Facility Room and Board Services provided to a Medicare Eligible Residential Hospice Patient.
C. Private Pay Residential Hospice Patients. For Facility Room and Board Services furnished to a Private Pay Residential Hospice Patient, Facility will bill the Private Pay Residential Hospice Patient (or the Private Pay Residential Hospice Patient’s third-party payor), at a rate agreed on by Facility and the Private Pay Residential Hospice Patient (or third-party payor), and Facility will accept such amount as payment in full for such Facility Room and Board Services. Hospice shall not be responsible for reimbursing Facility for any portion of the cost of Facility Room and Board Services provided to a Private Pay Residential Hospice Patient.
8.2 Purchase of Services by Hospice from Facility. Hospice may purchase from Facility certain services and supplies related to the treatment of the Hospice Patient’s terminal illness, which Facility may agree to furnish in accordance with the Hospice Plan of Care for a Hospice Patient. All such services shall be limited to those that are (i) related to the Hospice Patient’s terminal illness and palliative in nature; (ii) furnished pursuant to this Agreement; and (iii) not normally provided as part of the Facility Room and Board Services. Such services may include, but are not limited to, physical, occupational and speech therapy, ostomy therapy, pharmaceutical, personal care or medical supplies. Hospice shall provide Facility with a list of individuals authorized to purchase and/or order items and services from Facility. In the event Hospice elects to purchase such services and supplies from Facility, Hospice shall pay Facility for such Purchased Hospice Services at a rate to be negotiated by Hospice and Facility at the time of purchase, but not to exceed Facility’s then current rate for such supplies and services that Facility charges its other residents or their third-party payor. Facility shall provide Hospice with proof of state licensure or certification from licensed vendors supplying Purchased Hospice Services upon Hospice’s request.
8.3 General Inpatient Care (enter N/A if General Inpatient Care not provided by Facility)
For Hospice Patients who have elected and are eligible for Medicare or Medicaid hospice benefit, or Hospice Patients specifically identified to Facility by Hospice in writing as Hospice Patients whose hospice care is covered under a contract or third-party payment plan that directly reimburses Hospice, Hospice shall pay Facility at the rate of $400.00 per day for each Hospice Patient receiving General Inpatient Care at Facility. Hospice shall pay for each full day of General Inpatient Care provided in accordance with this Agreement, including the day of admission, but not the day of discharge. This is an all inclusive rate and includes nursing services, physician services, all terminal related medications, medical supplies, durable medical equipment, therapies and Facility Room and Board Services. Facility shall accept such amount as payment in full for all General Inpatient Care furnished by Facility to a Hospice Patient. For all Hospice Patients not referred to above, Facility shall bill the Hospice Patient or appropriate third-party payor, and Hospice shall have no obligation whatsoever under any circumstances to make any payment to Facility with respect to such Inpatient Services.
8.4 Respite Care Services (enter N/A if Respite Care not provided by Facility)
For Hospice Patients who have elected and are eligible for Medicare or Medicaid hospice benefit, or Hospice Patients specifically identified to Facility by Hospice in writing as Hospice Patients whose hospice care is covered under a contract or third-party payment plan that directly reimburses Hospice, Hospice shall pay Facility at the rate of $100% Medi-cal rate per day for each Hospice Patient receiving Respite Care at Facility for up to five (5) consecutive days. Hospice shall pay for each full day of Respite Care provided in accordance with this Agreement, including day of admission, but not the day of discharge. Facility shall accept such amount as payment in full for all Respite Care furnished by Facility to a Hospice Patient. This is an all-inclusive rate and covers all terminal illness related medications, medical supplies, durable medical equipment, therapies and Facility Room and Board Services. Upon the expiration of the five (5) consecutive days of Respite Care, or at an earlier time based on the Hospice Patient’s needs, such Hospice Patient shall either be discharged to the patient’s residence or admitted to an inpatient facility. The Hospice Patient will continue to receive the appropriate level of hospice care (i.e., Routine Home Care, General Inpatient Care, or Continuous Care) upon discharge, as determined by the Hospice. For all Hospice Patients not referred to above, Facility shall bill the Hospice Patient or appropriate third-party payor, and Hospice shall have no obligation whatsoever under any circumstances to make any payment to Facility with respect to such Respite Care Services.
8.5 Other Services. Facility shall bill the Hospice Patient (or the Hospice Patient’s third-party payor) for: (i) other Facility services; (ii) non-covered items and services, including ancillaries not related to the Hospice Patient’s terminal illness and not designated in the Hospice Plan of Care; and (iii) care provided by Facility upon the advance written request of a Hospice Patient which is not reasonable or necessary for palliation or management of the terminal illness and not rendered in accordance with the applicable Hospice Plan of Care. Hospice shall bear no responsibility, obligation or other liability to reimburse Facility for the cost of these services.
8.6 Invoices and Payment. On a monthly basis and within sixty (60) days after the provision of Facility Room and Board Services, Purchased Hospice Services, General Inpatient Care and/or Respite Care, Facility shall submit to Hospice complete and accurate invoices, on a form reasonably acceptable to Hospice, for Facility Room and Board Services, Purchased Hospice Services, General Inpatient Care and/or Respite Care. The form used by Hospice as of the effective date of this Agreement is set forth on the attached Appendix A. Hospice shall pay Facility within forty-five (45) days after receipt of each such complete and accurate Facility invoice. Payment by Hospice shall be considered final, unless Facility requests adjustments in writing within sixty (60) days following receipt of such payment.
9. Insurance and Indemnification
9.1 Facility Insurance. Facility shall obtain and maintain, at its sole cost and expense, professional liability insurance of a minimum of One Million Dollars ($1,000,000) per occurrence and Three Million Dollars ($3,000,000) per annual aggregate. At the request of Hospice, Facility shall furnish to Hospice satisfactory evidence of its liability insurance coverage and shall notify Hospice thirty (30) days prior to any material change in or termination of insurance.
9.2 Hospice Insurance. Hospice shall obtain and maintain, at its sole cost and expense, professional liability insurance of a minimum of One Million Dollars ($1,000,000) per occurrence and Three Million Dollars ($3,000,000) per annual aggregate. At the request of Facility, Hospice shall furnish to Facility satisfactory evidence of its liability insurance coverage and shall notify Facility thirty (30) days prior to any material change in or termination of insurance.
A. Facility agrees to indemnify and hold harmless and defend Hospice, its directors, officers, employees, volunteers, and agents from and against any and all claims, suits, damages, fines, penalties, liabilities and expenses (excluding attorney’s fees but including reasonable court costs) resulting from or arising out of, any claimed willful or negligent act or omission by Facility or any of its directors, officers, employees, agents or volunteers pertaining to the services rendered hereunder. Facility shall not be liable for any settlement of any litigation or proceeding effected without its prior consent.
B. Hospice agrees to indemnify and hold harmless and defend Facility, its directors, officers, employees, volunteers, and agents from and against any and all claims, suits, damages, fines, penalties, liabilities and expenses (excluding attorney’s fees but including reasonable court costs) resulting from or arising out of, any claimed willful or negligent act or omission by Hospice or any of its directors, officers, employees, agents or volunteers pertaining to the services rendered hereunder. Hospice shall not be liable for any settlement of any litigation or proceeding effected without its prior consent.
10. Compliance.
10.1 Compliance Program. Facility represents that it is committed to complying with all applicable federal and state laws and has reasonable compliance policies and procedures in place to assist it with such efforts.
A copy of Hospice’s False Claims Act Policy and related summaries of state false claims laws can be found on Odyssey’s website at www.odsyhealth.com under the “Investor Relations” tab by clicking on “Corporate Governance” and the documents titled “Deficit Reduction Act of 2005 (“DRA”) Requirements for Contractors and Agents” and “State Exhibits.” Facility agrees to provide all services under this Agreement in a manner consistent with all applicable terms, conditions and requirements of Odyssey’s False Claims Act Policy and further agrees to educate its employees, subcontractors and agents who will provide services under this Agreement on the content of Odyssey’s False Claims Act Policy.
10.3 Corporate Compliance. Attached to this agreement and incorporated by reference is Exhibit E, the Corporate Compliance Code of Conduct (Third Parties).
11.1 Term of Agreement. This Agreement shall commence on the Effective Date and shall continue, unless sooner terminated pursuant to Section 11.3, for a period of one (1) year (the “Initial Term”). Thereafter, this Agreement shall automatically renew for additional one year term(s) up to a total term of no more than three years from the Effective date..
11.2 Termination Without Cause. After the expiration of the Initial Term, either party may terminate this Agreement at any time without cause upon sixty (60) days prior written notice to the other party of its intent to terminate this Agreement. Such termination shall be effective without prior notice or consent of any Hospice Patient or other third party.
11.3 Termination for Cause. The parties may terminate this Agreement at any time for the following reasons in the manner specified:
A. Either party may terminate this Agreement upon thirty (30) days prior written notice to the other party if the other party fails in any material respect to fulfill its obligations pursuant to this Agreement and such failure is not cured to such party’s reasonable satisfaction within thirty (30) days after such written notice.
B. Either party may terminate this Agreement immediately if any license, certification or accreditation of a party, which is material to the performance of this Agreement, is suspended or revoked.
C. Either party may terminate this Agreement immediately if the other party commences or has commenced against it proceedings to liquidate, wind-up, reorganize or seek protection, relief or a composition of its debts under any law relating to insolvency, reorganization or relief of debtors or seeking the appointment of a receiver or trustee.
D. Either party may terminate this Agreement immediately if it determines that continuation of this Agreement would jeopardize the health or safety of any Hospice Patient.
In the event this Agreement is terminated pursuant to Section 11.3 during the Initial Term, the parties shall not enter into a new agreement for the same or substantially the same arrangement for the duration of the year. This provision shall survive termination of this Agreement.
11.4 Effect of Termination on Availability of Service. In the event that this Agreement is terminated pursuant to Sections 11.2 or 11.3, the parties will work collaboratively to arrange alternative placement and to ensure that care of existing Hospice Patients is not interrupted. Reimbursement for services provided by Facility upon termination shall continue as delineated under Section 8 until the Hospice Patient is either transferred from the Facility or until the Hospice Patient revokes his/her Medicare/Medicaid hospice election, if applicable, or until the Hospice Patient elects to use another hospice provider.
12. Notification of Material Events.
12.1 Either party shall notify the other party within 24 hours of becoming aware of the
following alleged incidents involving a Hospice Patient residing at Facility:
A. Any mistreatment or neglect;
B. Any verbal, mental, sexual or physical abuse;
C. Any injuries of an unknown source; or
D. Any misappropriation of patient property.
12.2 Either party shall promptly notify the other party within three (3) business days of any of the following events:
A. Criminal Actions. Any criminal investigation, or an action asserted, or claimed, filed or successfully prosecuted to a final judgment against the party for a violation of state or federal laws pertaining to the services to be provided or reimbursed in accordance with this Agreement.
B. Licensure Actions. Any license, certification or accreditation of the party, which is material to the performance of this Agreement, is suspended or revoked.
C. Insurance. The cancellation or modification of any of the insurance coverage that the party is required to have under this Agreement.
D. Liquidation. The commencement of any proceeding to liquidate, wind up, reorganize, or seek protection, relief or a consolidation of Facility’s or Hospice’s debt under an law relating to insolvency, reorganization or relief of debtors or seeking the appointment of a receiver or trustee.
13. Verification of Regulatory Requirements. If Facility provides Respite Care or General Inpatient Care, Hospice shall verify compliance with the following requirements established by the Medicare Conditions of Participation for Hospice Care:
A. Copy of Hospice Plan of Care. Hospice shall document in the patient’s record that the Hospice Plan of Care has been provided to Facility and specify the General Inpatient Care and/or Respite Care that Facility will furnish. Hospice shall periodically review Hospice Patients’ records to verify that these requirements are met.
B. Patient Care Policies. Hospice shall verify that Facility has established patient care policies that are consistent with Hospice’s policies and agrees to abide by the palliative care protocols and Plans of Care established by Hospice for its patients. Hospice shall review Facility’s policies to determine their consistency with Hospice policies.
C. Clinical Records. Hospice shall periodically review Hospice Patients’ inpatient clinical records to determine that they include a record of all General Inpatient Care and/or Respite Care furnished and events regarding care that occurred at Facility. Facility shall make such records available to Hospice at all times, including after discharge.
D. Copy of Discharge Summary. Hospice shall document in the patient’s record that Facility provided a copy of the discharge summary at the time of discharge. Hospice shall periodically review Hospice Patients’ records to verify that this requirement is met.
E. Responsible Facility Representative. The Responsible Facility Representative is the Director of Nursing at the Facility. Facility shall immediately notify Hospice if an individual other than the Director of Nursing at the Facility is appointed the Responsible Facility Representative, and shall inform Hospice of the name and contact information of the new Responsible Facility Representative. Hospice shall maintain a record of Responsible Facility Representatives.
F. Training. Hospice retains responsibility for ensuring that the training of personnel who will be providing care to Hospice Patients in the Facility has been provided and that a description of the training and the names of those providing the training are documented.
14. General Provisions.
14.1 Notices. Except as otherwise specified herein, all notices, demands, requests, or other communications which may be or are required to be given, served, or sent by any party to any other party pursuant to this Agreement shall be in writing and shall be delivered personally, mailed by first class, registered or certified mail, return receipt requested, postage prepaid, or transmitted by facsimile transmission, addressed as follows:
14.2 Severability. If any part of any provision of this Agreement or any other agreement, document or writing given pursuant to or in connection with this Agreement shall be invalid or unenforceable under applicable law, said part shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of said provision or the remaining provisions of this Agreement.
14.3 Survival. It is the express intention and agreement of the parties hereto that Sections 4, 6, 9, 11.4 and 14 of this Agreement shall survive the termination of this Agreement for any reason.
14.4 Waiver. Neither the waiver by either of the parties hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure of either of the parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder shall thereafter be construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver of any such provisions, rights or privileges hereunder.
14.5 Binding Effect. Subject to provisions hereof restricting assignment, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
14.6 Non-Assignability. This Agreement shall not be assignable, in whole or in part, by either party without the prior written consent of the other party hereto except either party may assign this Agreement without the prior written consent of the other party to any entity controlled by or under common control with such party.
14.7 Amendment. This Agreement shall not be amended, altered or modified, except by an instrument in writing duly executed by the parties hereto.
14.8 Entire Agreement. This Agreement, including Exhibits hereto, constitutes the entire Agreement between the parties hereto with respect to the subject matter hereof, and it supersedes all prior oral or written agreements, commitments or understandings with respect to the matters provided for herein.
14.9 Headings. Section headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.
14.10 References. Except as otherwise specified, references to Sections contained in this Agreement shall be to correspondingly numbered Sections as set forth in this Agreement.
14.11 Governing Law. This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the state in which the Facility is located without giving effect to the conflict of laws provisions thereof.
14.12 No Third Party Beneficiaries. The covenants, undertakings and agreements set forth in this Agreement are solely for the benefit of, and are enforceable only by, the parties hereto and their respective successors and permitted assigns.
14.13 Independent Contractors. Nothing in this Agreement will be deemed to create any relationship between Hospice and Facility other than that of independent parties contracting with each other to carry out the provision of this Agreement. Neither of the parties, nor any of their respective officers, directors, employees or consultant, will be deemed or construed to be the agent, employee, representative, partner or joint venturer of the other.
14.14 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
14.15 Prior Agreements. This Agreement amends and supersedes in its entirety any prior agreement(s) between the parties regarding the services provided for under this Agreement.
THE FOLLOWING PROVISIONS APPLY TO AGREEMENTS ENTERED INTO IN THE STATE OF MICHIGAN ONLY:
14.16 Donated Services. Hospice shall not accept donated services.
14.17 Other Reimbursement. Neither Facility nor any of its employees shall seek or accept reimbursement for the services rendered under this Agreement other than expressly provided for in this Agreement.
14.18 Fee Sharing. Neither party shall share any fees between a referring agency or individual and Hospice.
14.19 Annual Review. The parties agree to review this Agreement annually and amend if necessary as a result of development in applicable state or federal law.
[Remainder of Page Intentionally Left Blank]
1. Residential Hospice Patient Room and Board Services – See attached form on Appendix A-1
2. General Inpatient Care – UB-04 or HCFA 1500
3. Respite Care Services – UB-04 or HCFA 1500
APPENDIX A-1
BILLING FORM
[Insert copy of current billing form for residential nursing home patients.]
Hospice
Healthcare Compliance Program
Standards of Conduct
Odyssey HealthCare, Inc. (“Hospice”) is a premier provider of hospice care. As a leader in the hospice care sector, compliance is a priority for Hospice. To further Hospice’s commitment to compliance and ensure compliance throughout the company, Hospice has developed a Healthcare Compliance Program.
The Healthcare Compliance Program consists of these “Standards of Conduct,” which summarize the basic principles underlying the Compliance Program, and Policies and Procedures, which cover both general compliance topics (such as the duty to report suspected misconduct) and specific compliance topics (such as patient privacy). With regard to Hospice employees, promotion of and adherence to these Standards of Conduct and Policies and Procedures will be a condition of employment and an element in evaluating employees’ job performance. Each Hospice employee must carefully review and follow Hospice’s Standards of Conduct, as well as all Compliance Program Policies and Procedures. Hospice’s officers, directors, contractors and agents involved in the delivery of health care items and services shall also adhere to the principles set forth in these Standards of Conduct and with relevant policies and procedures. Relevant personnel will be trained regarding such Policies and Procedures at appropriate times.
Supplemental information relating to these Standards of Conduct and the Compliance Program Policies and Procedures will be provided through periodic formal and informal training and education programs and via postings to Hospice’s intranet site, OdyInfo. Anyone who has a question concerning the Standards of Conduct or Compliance Program Policies and Procedures should seek guidance from Hospice's Chief Compliance Officer. Finally, each employee must complete and sign the attached Employee Certification indicating that he or she has read, understands, and will comply with the Standards of Conduct and Policies and Procedures. Additionally, each member of the Board of Directors and certain contractors and agents must also complete and sign the attached Contractor Certification indicating that he or she has read, understands, and will comply with the Standards of Conduct.
Standard No. 1
Commitment to Compassionate CareHospice is committed to providing compassionate, quality hospice care services to all patients. We also are committed to respecting the desires of the patient and his or her family, regarding end-of-life goals and wishes.
Hospice is committed to improving the quality of life for patients facing terminal diagnoses, providing compassionate hospice care to patients, and providing support for their loved ones. This commitment and spirit of Hospice is embodied in the simple phrase: “YCCOM: You can count on me.”
Standard No. 2
Participation In Healthcare Compliance ProgramParticipation in Hospice's Healthcare Compliance Program is a condition of employment and is a factor that will be considered in each employee’s performance evaluation.
A Compliance Program cannot be effective unless each and every employee actively participates in the Program. Participation in Hospice’s Healthcare Compliance Program is critical to the Company's success in achieving its customer-driven goals. An employee's participation in, and commitment to, Hospice's Compliance Program will be a factor considered in each employee's performance evaluation and may affect decisions relating to compensation, promotion and retention.
Standard No. 3
Compliance With Laws and Healthcare Compliance ProgramCompliance with applicable laws and regulations, as well as the Healthcare Compliance Program, is a condition of employment.
The health care industry is among the most heavily regulated industries in the United States. Hospice is subject to numerous federal and state civil and criminal laws and regulations, many of which focus on the accuracy of claims and other documents submitted to federal and state health care programs and the manner by which care is furnished. Violation of these laws and regulations can have severe consequences, including financial penalties, exclusion from participation in federal health care programs, and even imprisonment. Hospice is committed to full compliance with all applicable Federal health care program requirements, including a commitment to prepare and submit accurate claims consistent with such requirements. It is critical that all Hospice employees, its contractors and agents assist Hospice in achieving total compliance with the laws and regulations that are applicable to Hospice’s business and with all Standards of Conduct and Policies and Procedures.
Standard No. 4
Truth, Accuracy and CompletenessHospice employees, contractors and agents must be truthful, accurate and complete in all of their communications.
Consistent with Hospice’s commitment to conducting its business ethically and with integrity, employees, contractors and agents must ensure that all statements, submissions and other communications whether oral or written with federal and state regulators, and others are truthful, accurate and complete. It also is critical that all forms, certifications, statements and/or similar documents prepared by Hospice employees, contractors and agents whether for internal or external review, be truthful, accurate and complete. Ensuring that all communications meet these standards reinforces Hospice’s commitment to ethical business practices. Moreover, employees, contractors and agents must understand that the creation and submission of false or inaccurate certifications, statements and reimbursement claims are among the government’s greatest fraud and abuse concerns. Violations of the laws governing false statements and false claims are subject to severe penalties, including substantial fines and imprisonment.
Standard No. 5
Confidentiality of Patient InformationHospice employees and agents must protect the privacy and security of health-related information regarding patients.
As part of Hospice’s business, the Company creates and receives health-related and other sensitive information about its patients, their family members, and other individuals, including information relating to individual medical conditions and status. Hospice must respect and preserve the privacy and security of this personal health information, consistent with federal (e.g., HIPAA) and state laws. Except to the extent permitted by law, Hospice shall not use or disclose personal health information about a patient to any third party.
Standard No. 6
Compliance QuestionsIf a Hospice employee, contractor or agent has a question or concern regarding whether a particular practice violates applicable laws, regulations or Hospice's Healthcare Compliance Program, the person should seek guidance from his or her supervisor or Hospice’s Chief Compliance Officer.
Through Hospice's Compliance Program, we hope our employees, contractors and agents will become and remain informed about the basic requirements of applicable laws and regulations. By the same token, Hospice does not expect its employees, contractors and agents to become legal or regulatory experts. For precisely this reason, when a person is not sure whether a particular activity or practice violates the law, or any aspect of the Healthcare Compliance Program, the person should not "guess" as to the correct answer. Instead, the person should seek appropriate guidance from his or her supervisor or Hospice’s Chief Compliance Officer. Supervisors may also not know the answer to a question, in which case they too are expected to ask the appropriate Company experts. Simply put, when in doubt about the meaning or requirements of the law or Hospice’s Healthcare Compliance Program, ask. Hospice employees, contractors and agents will not be penalized for asking compliance-related questions. To the contrary, Hospice is dedicated to fostering a culture in which every person is comfortable asking the questions necessary to ensure that he or she understands his or her tasks and obligations in full and to ensure the Company's compliance with applicable laws and regulations.
Standard No. 7
Duty to Report; Non-RetaliationIf a Hospice employee, contractor or agent believes that an activity, practice or arrangement violates or may violate the law, regulations or Hospice’s Healthcare Compliance Program, the person should report this activity, practice or arrangement. This report may be made anonymously. Hospice will not take any adverse action against any person who makes such a report in good faith and who was not involved in the practice or arrangement at issue.
The primary objective of Hospice's Healthcare Compliance Program is to "do the right thing" and to prevent violations of applicable laws and regulations. No system or person, however, is perfect. Where such a violation may have occurred, Hospice is committed to conducting a prompt and thorough investigation of the suspected violation. This investigation will allow Hospice to determine whether a violation of law, regulation or the Compliance Program has occurred and, if so, what corrective or remedial measures or disciplinary actions, if any, to take. All employees, contractors and agents are expected to report a suspected violation. Reports of suspected misconduct may be made to a supervisor or the Chief Compliance Officer in writing or orally and may be made anonymously. Hospice also has established a confidential Hotline. The number is 1-888-228-7801.
If a report is made in writing, the report need not include the identity of the person making the report. In any event, Hospice will strive to maintain the confidentiality of any reporting person. It must be understood, however, that there may come a point in time when a reporting person’s identity may become known or may have to be revealed (e.g., if government authorities become involved in the investigation). Finally, whether or not the identity of a reporting person becomes known or is revealed, under no circumstances will Hospice take adverse or retaliatory action against a person who, in good faith, reports actual or potential misconduct, and who was not involved in the misconduct in question. Retaliation against a person who, in good faith, reports suspected violations is grounds for termination.
Standard No. 8
Corrective and Disciplinary ActionHospice will take corrective and/or disciplinary action against any employee, contractor or agent who does not comply with applicable laws, regulations, or Policies and Procedures.
Hospice will take corrective and/or disciplinary action, ranging from additional training to a verbal warning to termination of employment, against any employee, regardless of his or her level or position, who fails to comply with the applicable laws, regulations, or policies and procedures. Contractors and agents may be subject to contract termination in the event of a violation of applicable laws, regulations or Hospice policies and procedures. The type of corrective action and/or severity of the disciplinary action, which will be determined by members of senior management (in consultation with the Chief Compliance Officer), will depend on a variety of factors, including but not limited to (1) the nature and severity of the violation, (2) whether the violation was committed intentionally, recklessly, negligently or accidentally, (3) whether the person has committed any other violations in the past, (4) whether the person self-reported his or her violation and (5) whether (and the extent to which) the person cooperated with Hospice in connection with its investigation of the violation. Where appropriate, Hospice also may take corrective and/or disciplinary action against supervisors who fail to detect or report misconduct on the part of employees under their supervision. In addition to taking corrective and/or disciplinary action, Hospice will consider and implement other remedial measures, as appropriate, in the event of a violation of the applicable laws, regulations, or policies and procedures.
Standard No. 9
CertificationAll Hospice employees and certain contractors must annually certify that they have read, understand, and will comply with the Standards of Conduct.
As part of the implementation of Hospice’s Healthcare Compliance Program, each Hospice employee and certain contractors must certify that he or she has read, understands and will comply with these Standards of Conduct. These certifications must be renewed by employees on an annual basis. New employees and certain contractors must execute certifications related to the Standards of Conduct within thirty (30) days of commencing work for Hospice.