AGREEMENT FOR PROVISION
OF
DURABLE MEDICAL EQUIPMENT AND MEDICAL SUPPLY SERVICES
BETWEEN
SUNNY DAY HOSPICE
AND
THIS AGREEMENT, is entered into as of ______2000 by and between incorporated in the State of Ohio, and licensed in the State of Ohio under License # ______(hereinafter called “SUPPLIER”) and Sunny Day Hospice, (hereinafter call “HOSPICE”), a Ohio not-for-profit corporation.
WHEREAS, Hospice is engaged in providing interdisciplinary care and treatment of terminally ill patients in order to allow these patients to continue life with minimal disruption primarily in a home environment; and
WHEREAS, Hospice care is palliative rather than curative; and
WHEREAS, Supplier owns and operates a Durable Medical Equipment and Supply Company; and
WHEREAS, Supplier is willing to be Hospice’s “preferred provider” of needed equipment.
I. DEFINITIONS
Attending physician – A doctor of medicine or osteopathy who is identified by the patient, at the time he or she elects or receives Hospice care, as having the most significant role in determination and delivery of the patient’s medical care.
Interdisciplinary Group – A group of Hospice staff, consisting at a minimum of a doctor of medicine or osteopathy, registered nurse, a social worker, and a counselor, who provide or supervise the care and services offered by the Hospice.
Medical Director – A Hospice staff member who is a doctor of medicine or osteopathy who assumes overall responsibility for the medical component of the Hospice patient care program.
Patient Care Coordinator – A registered nurse designated by the Hospice to coordinate the implementation of the Plan of Care for each patient.
Plan of Care – A written plan prepared for each Hospice patient, containing an assessment of the patient’s needs, identification of services to be provided, and a detailed description of the scope and frequency of services needed to meet the patient’s and family’s needs.
DME Contract
Page –2-
II. SUPPLIER AGREES TO:
Subject to the terms and conditions herein, and at the request of the Hospice as provided herein, Supplier shall provide the following services to Hospice patients in accordance with the patient’s Plan of Care as developed and amended from time to time by the patient’s attending physician, the Medical Director of the Hospice, and an interdisciplinary group of Hospice staff:
A. Provide services in each of the following 11 counties: Barbour, Coffee, Covington, Crenshaw, Dale, Geneva, Henry, Houston, Monroe, Pike, and Montgomery.
B. Provide services, as requested by authorized Hospice staff 24 hours per day, seven days per week, including holidays.
C. Deliver, set-up, repair or replace equipment in Hospice patients’ places of residence within the following time frames:
Priority “1” Stat 0-2 hours
Priority “2” Same Day 0-8 hours
Priority “3” Within 48 hours
D. Remove, as permitted by the family or facility involved, equipment from the residence of a deceased patient within 12 hours of the request for such removal, weekends and holidays included.
E. Provide a comprehensive range of high quality equipment typically used by Hospice patients, including Oxygen equipment but excluding medications for nebulizers. Attachment “A” provides a listing of equipment. Supplier agrees to supply all consumable supplies required for use with the equipment listed in Attachment “A” at no additional cost to Hospice. Supplier may be requested to provide other specialized equipment based upon a separately negotiated rental fee.
F. To re-arrange/move patient’s personal furniture insofar as is necessary to set up medical equipment on an as-needed basis.
G. To provide consumable supplies, outside of those provided by this contract, at an agreed upon price.
H. To provide a single, toll-free number for the centralized ordering of equipment/services.
I. To pick-up and reimburse Hospice for donated equipment as follows:
For equipment items donated to Hospice, Supplier will incur the labor and all other associated costs of the retrieval, cleaning and decontamination of such equipment. Payment for these services rendered will be considered the title of ownership of the donated equipment valued under one hundred and fifty dollars. For donated items whose retail price exceeds one hundred and fifty dollars, the fair market value will be mutually agreed upon by the Director of Finance/CFO of Hospice (or his designee) and the General Manager of Supplier. Factors to be used in determining value will include age, condition, extent of customization and degree of usage in the home care setting. If the value of said equipment is greater than one hundred fifty dollars, supplier will then pay Hospice the agreed upon price of such equipment less costs of retrieval, cleaning and decontamination. In any case a monthly list of donated equipment will be compared by Hospice and Supplier for the purpose of sending thank you notes to the donator.
J. Meet all local, State and Federal (including OSHA) requirements for maintenance, cleaning and decontamination of supplied equipment.
DME Contract
Page- 3-
K. Be active in a Drug Free Workplace program which includes as a minimum pre-employment drug screening for all employees, and maintain such a program throughout the term of contracted services.
L. Maintain JCAHO accreditation for equipment companies and give HOSPICE a copy of said accreditation and any future notifications related to JCAHO accreditation.
M. To not use Sub-Contractors to perform under the terms of this agreement.
III. HOSPICE AGREES TO:
A. Notify Supplier of Admissions, Deaths, Discharges, and Transfers (of patients needing or having equipment) verbally via telephone, as they happen throughout the day, and in writing via fax at the end of the day.
B. Provide one contact person (and backup) for supplier to access for central information, on a Monday-Friday 8AM to 5PM schedule and 24 hour access to RN coverage 7 days a week, including holidays.
C. Notify Supplier when a patient may need “outsized” equipment.
D. Provide supplier with basic patient information including, but not limited to: patient name, Hospice number, address, directions to home and phone number.
E. Pay a $5.00 per diem per patient day per month based on total patient census with no exclusions.
F. Generate payment based on above by the 15th of each month for the previous month’s billing.
G. Provide a copy of Doctor’s Orders for equipment and Oxygen.
IV. BOTH PARTIES AGREE TO:
A. Facilitate cooperative efforts between the Supplier and Hospice in providing the contracted services for terminally ill Hospice patients and to assure continuity of care.
B. Review the performance of both parties to this Agreement via a QA committee on a monthly basis at the start of the contract and when said committee agrees, thereafter on a quarterly basis. Additionally both parties agree to address problems as they arise on an informal basis and discuss any issues of concern to the parties of this Agreement.
C. Recognize that the needs of the patient come first at all times, and on occasion the RN may, in their best professional judgement, feel the need to contact the Supplier directly, and when the patient’s immediate needs are met will follow the usual procedures for equipment notification.
D. To provide semi-annual inservices to the other based on each ones unique services.
E. Provide as much teaching about the equipment as each individual patient and family may need. To this end the procedures will be as follows:
1. Supplier to educate patient/family per their protocol. Should Supplier feel further education is needed they will fax to the Hospice team a written evaluation and suggestion for further teaching.
2. Hospice will educate the patient/family based on Suppliers suggestions and handouts.
3. Hospice will contact Supplier if further assistance is needed.
F. That the patient/family or facility are responsible for willful destruction or loss of equipment. Supplier, with Hospice input, will develop a form that will have a clear explanation about such responsibility and will require a signature accepting responsibility.
G. That all matters pertaining to patients are held in the strictest confidence and each will be responsible for their own employees in this regard.
DME CONTRACT
Page-4-
V. LICENSURE AND QUALIFICATIONS
All Supplier personnel providing services to Hospice patients pursuant to this Agreement shall have and maintain on current basis all appropriate certifications lawfully necessary to provide their services and shall comply with the Suppliers general personnel and health standards.
VI. INSURANCE
A. Supplier shall submit to the Hospice, upon execution of this agreement, a Certificate of Insurance issued by an insurance company acceptable to the Hospice indicating that the Supplier has complete liability insurance coverage, including coverage for any acts of professional malpractice. Such insurance shall be in amounts satisfactory to the Hospice, but shall not be less than $1,000,000 (one million dollars) per person or incident, and $1,000,000 (one million dollars) annual aggregate. These policies shall provide that the insurance company will not cancel the policy of insurance without giving the Hospice fifteen (15) days advance written notice.
B. The Hospice shall submit to the Supplier, prior to the effective date of this Agreement, a certificate of insurance issued by any insurance company acceptable to the Supplier indicating that the Hospice has complete liability insurance coverage, including coverage for any acts of professional malpractice. Such insurance shall be in amounts satisfactory to the Supplier, but shall not be less than $1,000,000 (one million dollars) per person or incident, and $1,000,000 (one million dollars) annual aggregate. These policies shall provide that the insurance company will not cancel the policy of insurance without giving the Supplier fifteen (15) days advance written notice.
VII. INDEMNIFICATION
A. The Hospice shall not be liable under any contacts or obligations of the Supplier, except as otherwise provided pursuant to this Agreement, or for any act or omission of the Hospice or the Hospice’s officer, employees, or agents and the Hospice agrees to indemnify and hold harmless the Supplier from any and all losses, damages, costs and expenses including reasonable attorneys’ fees) that are caused by or arise out of any omission, fault, negligence or other misconduct by the Hospice, its employees, independent contractors, or volunteers in connection with this Agreement.
VIII. TERM
A. This Agreement shall become effective on ______and shall self-renew on the anniversary dates for periods of one (1) year unless otherwise terminated or modified as provided herein.
IX. TERMINATION
A. This Agreement shall terminate upon the occurrence of either of the following events:
1. Without cause, by giving ninety (90) days advance written notice to the other party.
2. At any time with cause, including but not limited to violation of the terms of this Agreement, upon written notice of intent to terminate and the grounds therefore: provided, however, that the party that receives such notice shall have thirty (30) days from receipt of such notice of intent to terminate within which to cure or correct the condition or circumstances specified in the notice, and provided further that said period shall be extended if the matters complained of in the thirty (30) days and such party begins promptly to correct such matters and pursues the corrections to completion with reasonable diligence.
DME CONTRACT
Page –5-
X. AMENDMENT
No amendment, modification or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, discharge or waiver is sought.
XI. RELATIONSHIP BETWEEN THE PARTIES
Nothing in this Agreement shall be construed to constitute wither party or partner, employees or agent of the other, nor shall either party have authority to bind the other in any respect, it being intended that each shall remain an independent contractor solely responsible for its own actions. No employee or agent of one party thereto shall be considered an employee or agent of the other party hereto.
XII. NOTICE
All notices or other communications which may be or are required to be given, served or sent by any party to the other party pursuant to this Agreement, shall be in writing, addressed as set forth below, and shall be mailed first-class, registered, or certified mail, return receipt requested, postage prepaid, or transmitted by hand delivery or telegram. Such notice or other communication shall be deemed sufficiently given or received for all purposes at such time as it is delivered to the addressee (with the return receipt, the delivery receipt, the affidavit or the answerable being deemed conclusive evidence of such delivery) or at such time as delivery is refused by the addressee upon presentation. Each party may designate by notice in writing a new address to which any notice or communication may thereafter be so given, served or sent.
XIII. MISCELLANEOUS
A. This instrument contains the entire Agreement of the parties hereto and supersedes all prior oral or written agreements or understandings between them with respect to the matters provided for therein.
B. This Agreement is severable and, in the event that any one or more of the provisions hereof shall be invalid, illegal or unenforceable in any respect, the validity, legality, enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
C. The descriptive headings in this agreement are for convenience only and shall not affect the construction of this Agreement.
D. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.
E. It is the explicit intention of the parties hereto that no person or entity other than the parties hereto, except governmental authorities to the extent required by law, is or shall be entitled to bring action to enforce any provision of this Agreement against either or the parties hereto, and that the covenants, undertakings, and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by the parties hereto or their respective successors and assigns as permitted hereunder.
DME CONTRACT
Page –6-
F. Either party may assign this agreement and the rights and obligations under this agreement with the written consent of the other party, which will not be unreasonably withheld. In addition Supplier may assign this agreement and all its rights and obligations hereunder without consent, to any entity which acquires all or substantially all of Supplier’s business. The provisions of this agreement shall be binding upon and shall insure to the benefit of the parties successors and assigns.