EXHIBIT 10.42
AGREEMENT FOR REHAB PROGRAM MANAGEMENT SERVICES
THIS AGREEMENT ("Agreement") is made as of this 9th day of April, 1996 by and
between Paragon Rehabilitation, Inc., a provider of rehab program management
services, contractor (hereinafter referred to as "CONTRACTOR"), and Wilora Lake
Healthcare Center (hereinafter referred to as "FACILITY").
DEFINITIONS
As used in this Agreement, the following terms shall have the meanings
assigned below:
(a) "Agreement" means this Agreement For Rehab Program Management Services
(b) "Direct Therapy Services Agreement" means the agreement for the provision
of therapy services consisting of the disciplines of occupational therapy,
physical therapy, speech-language pathology, and/or audiology
(b) "Commencement Date" means that date established as the beginning of the
term of this Agreement.
(c) "Rehab Program Management Services" means the coordination and integration
of those direct therapy services to achieve the maximum potential benefit
for each rehabilitation patient. This includes Rehab Program Management
and Program Support Services.
ARTICLE I
OBLIGATIONS OF CONTRACTOR
01 Services By Contractor
(a) All services shall be furnished in accordance with applicable
requirements of federal and state laws, and the applicable policies
of the FACILITY, any third-party payors and CONTRACTOR.
(b) All services shall be rendered in a competent, efficient and
satisfactory manner, in compliance with professional standards.
(c) CONTRACTOR shall maintain adequate personnel to perform the services
required to be performed by it under this Agreement, and shall
provide FACILITY with copy of current license and/or registration
and renewal and upon request, provide FACILITY with the
qualifications of a particular employee.
02 Access to Books, Records, and Documents
Until the expiration of four (4) years after the furnishing of services
pursuant to this Agreement, CONTRACTOR agrees to make available to the Secretary
of Health and Human Services and the U-S- Comptroller General or to any of their
duly authorized representatives, this Agreement and all books, documents, and
records necessary to certify the nature and extent of the costs of those
services.
03 Exclusivity
CONTRACTOR shall be the exclusive agent under this Agreement to provide
Rehab Program Management Services under the terms and conditions of this
Agreement.
04 Services from Rehabilitation Program Management
(a) CONTRACTOR shall provide a Rehab Program Manager and Rehab Program
Support services to coordinate the provision of rehabilitative
services at the FACILITY. CONTRACTOR anticipates that the time
requirements to deliver the stated service will vary in proportion
to the level of rehabilitation conducted for the FACILITY's
patients. CONTRACTOR agrees to provide these services in sufficient
time components to fulfill CONTRACTOR's responsibilities under this
Agreement.
(b) The Rehab Program Manager shall function as the coordinator of the
program and has responsibilities in the following areas:
(i) attending meetings related to the rehabilitative services,
(ii) reviewing the potential rehabilitation requirements of a
prospective patient prior to admission,
(iii) coordinating and implementing quality standards, outcome
measurement and program evaluation for the rehabilitative
services provided,
(iv) assuring conformance with applicable federal, state and
accrediting body standards and requirements, and
(v) consulting and training in documentation supporting
rehabilitation, clinical review and/or accreditations.
(c) The Rehab Program Support services include the following:
(i) Rehab Physician consultations
(ii) recruiting, hiring and retaining therapy staff
(iii) quality control and patient care criteria for rehab services
(iv) quarterly written progress reports to the FACILITY on the
effectiveness of its rehab program
(v) quarterly outcome reports
(vi) restorative nursing and rehab nursing training and inservices
(vii) CONTRACTOR supervisory staff services
(viii) rehab office equipment such as facsimile machine, computer and
modem connection, telephone service, copy service, etc.
(d) It is expressly understood that CONTRACTOR's personnel will not
provide any services or be responsible for any services outside of
the rehabilitation program and will not be responsible for other
normal administrative and medical record functions related to the
applicable patients' routine nursing care, nursing and
rehabilitation medical records, nursing and rehabilitation billing
and other administrative functions at the FACILITY level related to
the rehabilitative services program.
05 Equipment and Supplies
CONTRACTOR agrees to supply, consumable disposable office supplies
necessary to coordinate the rehabilitative services program.
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ARTICLE II
OBLIGATIONS OF FACILITY
06 Control and Direction
FACILITY, acting by and through its duly authorized officers and
employees, shall at all times be responsible for and exercise overall control
and direction of the rehabilitative services program.
07 Patient Information
FACILITY shall furnish CONTRACTOR with information, assistance,
documentation and cooperation which may be required or appropriate for
CONTRACTOR to fulfill its respective duties and responsibilities under this
Agreement and any applicable federal and state laws.
08 Control and Responsibilities
FACILITY is the provider of services and as such, shall exercise
supervision and control over all services furnished which shall include
accepting rehabilitation patients for treatment in accordance with admission
policies established by the FACILITY for such services.
ARTICLE III
TERM OF AGREEMENT
09 Term
This Agreement shall begin on the 1st day of May, 1996 ("Commencement
Date") and shall continue to be in effect in conjunction with the Direct Therapy
Services Agreement.
ARTICLE IV
OBLIGATIONS OF BOTH PARTIES
010 Indemnification and Limitations
(a) Indemnification: Hold Harmless
(i) CONTRACTOR shall be responsible for the rehabilitative
services furnished to the patients of FACILITY. In the event
FACILITY shall suffer any loss as a result of the actions of
CONTRACTOR's personnel in the provision of rehabilitative
services, CONTRACTOR shall indemnify and hold FACILITY
harmless from that loss.
(ii) FACILITY shall be responsible for the actions of its personnel
and patients/residents and shall indemnify and hold CONTRACTOR
harmless from any loss it might suffer as a result of the
actions or failure to act by the personnel or
patients/residents of FACILITY.
(b) Limitations
Notwithstanding anything in this paragraph or any other provision of
this Agreement to the contrary, the aggregate amount of any damages,
fees, expenses. losses, claims, liabilities and costs for which
CONTRACTOR shall be liable pursuant to these indemnification
provisions or otherwise as a result of its breach of or default
under this Agreement shall be limited to the total amount of the
consideration actually paid to CONTRACTOR pursuant to the terms of
this Agreement.
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011 Independent Contracting Parties
This Agreement establishes an independent contract or relationship between
FACILITY and CONTRACTOR. Neither party shall be construed in any manner
whatsoever to be an employee or agent of the other, nor shall this Agreement be
construed as a contract of employment, agency or joint venture. It is further
expressly understood that all personnel provided by CONTRACTOR in support of the
Rehabilitation Program shall not in any manner be construed to be employees of
or contractors to the FACILITY, but shall be employees of or contractors to
CONTRACTOR, which shall be solely responsible for the wages, salaries, benefits,
payroll taxes, insurance (including workers compensation and professional
liability insurance) and all other burdens of employment of such employees or
subcontractors.
012 Compliance with Title VI of the Civil Rights Act of 1964
FACILITY and CONTRACTOR agree to be in full compliance with Title VI of
the Civil Rights Act of 1964 and all requirements imposed by and pursuant to the
regulations of the United States Department of Health and Human Services issued
pursuant to that Title, so that no person in the United states of America shall,
on the grounds of race, color, disability, or national origin, be excluded from
participation in, be denied the benefits of, or be otherwise subjected to
discrimination under any program or activity provided by FACILITY or CONTRACTOR.
ARTICLE V
PAYMENTS
013 Fee schedule
(a) Monthly Fee
CONTRACTOR shall be paid a monthly fee of $15,000.00 by FACILITY for
the services identified in this Agreement. This fee is based on the
equivalent to the average Salary for a Rehab Program Manager which
includes recruiting and placement fees, training, supervision,
employee compensation, and benefits package and Program Support
Services.
The schedule of fees set forth above may be changed by CONTRACTOR at
any time upon not less than thirty (30) days written notice to
FACILITY. Notice of such changes will be submitted to FACILITY with
an explanation for the change, at least thirty (30) days prior to
the scheduled effective date. The changes will be implemented on the
scheduled effective date unless the FACILITY objects to the change
in writing before the scheduled effective date.
(b) Payment Documentation
CONTRACTOR shall submit an invoice for services rendered during the
month to the FACILITY on a monthly basis.
(c) Payment Terms
FACILITY shall pay CONTRACTOR for all services rendered by
CONTRACTOR, within thirty (30) days from the date of invoice.
(d) Disallowed Payments
CONTRACTOR will indemnify FACILITY for any portion that is
disallowed by Medicare.
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ARTICLE VI
INSURANCE
014 Insurance
CONTRACTOR agrees, during the term of this Agreement, to maintain the
following insurance coverage:
(a) Commercial General Liability with limits of not less than $1,000,000
per occurrence and $3,000,000 aggregate;
(b) Professional Malpractice Liability Insurance providing coverage of
all CONTRACTOR personnel provided pursuant to the terms of this
Agreement with limits of not less than $1,000,000 per occurrence and
3,000,000 aggregate; and
(c) Workers Compensation Insurance as regulated by the laws of the State
providing coverage of all CONTRACTOR personnel provided pursuant to
the terms of this Agreement.
ARTICLE VII
NON-DISCLOSURE AND CONFIDENTIALLY
015 Non-Disclosure and Confidentiality
(a) FACILITY hereby acknowledges that CONTRACTOR in the future may make
disclosures to FACILITY of certain confidential and proprietary
information and materials related to, or in connection with
CONTRACTOR and its business and operations. The contents of all such
disclosures, explanations and any writings and materials related
thereto whether or not prepared by CONTRACTOR, are deemed
CONTRACTOR's proprietary information.
(b) In addition to all other remedies available to CONTRACTOR at law or
in equity, CONTRACTOR shall have the right to enforce the provisions
of this Article VIII by injunctive relief against the party
wrongfully disclosing such information or against any other third
party to whom the information is disclosed.
ARTICLE VIII
MISCELLANEOUS COVENANTS
016 Assignment
Except as otherwise provided in this Agreement, neither party shall assign
their respective rights, duties and/or obligations under this Agreement without
the prior written consent of the other party. Subcontractors may be used by
CONTRACTOR as it deems appropriate or necessary.
017 Binding Agreement
The terms, covenants, conditions, provisions and agreements herein
contained shall be binding upon and inure to the benefit of the parties hereto,
and their successors and permitted assigns. Except as provided in this
Agreement, no other part may be contracted with by FACILITY to furnish
rehabilitation services during the term of this Agreement.
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018 Notices
All notices, demands and requests contemplated or required to be given
hereunder by either party to the other shall be in writing, and shall be
delivered by certified mail, postage prepaid, return receipt requested, or by
personal delivery or courier, with acknowledgment of delivery:
(a) If to CONTRACTOR:
Paragon Rehabilitation, Inc.
0000 Xxxx Xxx Xxx, Xxxxx 000
Xxxxxxxxx, XX 00000
ATTN: President/CEO
(b) If to FACILITY:
Wilora Lake Healthcare Center
0000 Xxxxxx Xxxx Xxxx
Xxxxxxxxx, XX 00000
ATTN: Administrator
or to such other address or to such other person as may be designated by
notice given from time to time during the term by one party to the other. Any
notice, demand or request hereunder shall be deemed given as of the date of its
receipt at the address to which such notice is to be directed, regardless of any
other date that may appear.
019 Entire Agreement, Amendment
This Agreement, together with its schedules, contains the entire agreement
between the parties with respect to the subject matter hereof, and no prior oral
or written representations or agreements between the parties shall be of any
force and effect. Any additions, amendments or modifications to this Agreement
shall be of no force and effect unless in writing and signed by both parties.
020 Governing Law
This Agreement has been executed and delivered in the State of Georgia and
all terms and provisions hereof and the rights and obligations of the parties
hereto shall be construed and enforced in accordance with the laws thereof.
021 Captions and Heading
The captions and headings throughout this Agreement are for convenience of
reference only, and the words contained therein shall in no way be held or
deemed to define, limit, describe, explain, modify, amplify or add to the
interpretation construction or meaning of any provision of, or the scope of
intent of, this Agreement nor in any way effect this Agreement.
022 Costs and Expenses
All fees, costs, expenses, debt, and other obligations incurred by a party
in connection with the performance of its services under this Agreement shall be
borne by that party, except as expressly provided herein to the contrary.
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023 Authorization of Agreement
All parties represent and warrant, each to the other, that the execution
and delivery of this Agreement has been duly authorized by each party.
024 Enforceability
If a provision hereof or the application thereof to any person or
circumstance shall, to any extent, be invalid or unenforceable, the remainder
hereof, or the application of such provision to person or circumstances other
than those as to which it is held invalid or unenforceable shall not be affected
thereby, and each provision hereof shall be valid and be enforced to the fullest
extent permitted by law, provided that the parties shall exercise their best
efforts to accommodate the terms and intent of this Agreement to the greatest
extent possible consistent with the requirements of law.
8.10 Indulgences
Neither the failure nor any delay on the part of any party to exercise any
right, remedy, power, or privilege ("Right") under this Agreement shall operate
as a waiver thereof, nor shall any single or partial exercise of any Right
preclude any other or further exercise of the same or of any other Right, nor
shall any waiver of any Right with respect to any occurrence be construed as a
waiver of such Right with respect to any other occurrence. No waiver shall be
effective unless it is in writing and is signed by the party asserted to have
granted such waiver.
8.11 Number of Days
In computing the number of days for purposes of the Agreement, unless
otherwise stated, all days shall be counted, including Saturdays, Sundays, and
holidays; provided, however, that if the final day of any time period falls on a
Saturday, Sunday. or holiday, then the final day shall be deemed to be the next
day which is not a Saturday, Sunday, or holiday.
8.12 Attorneys Fees
In the event of litigation arising out of this Agreement, the prevailing
party shall be entitled to recover, in addition to the relief granted, all costs
incurred, including reasonable attorney's fees.
IN WITNESS WHEREOF, the parties hereto have executed sealed and delivered this
Agreement through their duly authorized representatives, as of the day and year
first above written.
By: /s/ Xxxxxxxx X. Xxxxxx
-------------------------------------
Title: President
FACILITY: Wilora Lake Healthcare Center
By: /s/ Xxxxxxx Xxxxxxx
-------------------------------------
Title: Administrator
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SCHEDULE 10.42
Paragon has entered into agreements substantially identical to Exhibit
10.42 as follows:
1. Agreement for Rehab Program Management Services effective as of April
22, 1996 with Tri-State Health and Rehab Center.
2. Agreement for Rehab Program Management Services effective as of June 1,
1996 with THS of Kannapolis.
3. Agreement for Rehab Program Management Services effective as of January
1, 1997 with Royal Terrace Nursing and Rehab Center.
4. Agreement for Rehab Program Management Services effective as of May 1,
1996 with Xxxxxxxxxx of Xxxx.
5. Agreement for Rehab Program Management Services effective as of April
1, 1996 with Montclair Nursing Center.
6. Agreement for Rehab Program Management Services effective as of June 1,
1996 with THS of Charlotte.
7. Agreement for Rehab Program Management Services effective as of April
1, 1996 with Xxxxxxxxxx of Xxxxxxx.
8. Agreement for Rehab Program Management Services effective as of April
1, 1996 with Xxxxxxxxxx of Lenoir.
9. Agreement for Rehab Program Management Services effective as of May 1,
1996 with THS of Xxxx.
10. Agreement for Rehab Program Management Services effective as of June
1, 1996 with Xxxxxxxxxx of Archdale. A material detail in which this agreement
differs from Exhibit 10.42 is that Paragon is paid a monthly fee of $12,000.
11. Agreement for Rehab Program Management Services effective as of July
1, 1996 with Pinewood Care Center. A material detail in which this agreement
differs from Exhibit 10.42 is that Paragon is paid a monthly fee of $12,000.
12. Agreement for Rehab Program Management Services effective as of
December 5, 1996 with The Health and Rehabilitation Centre at Dolphins View. A
material detail in which this agreement differs from Exhibit 10.42 is that
Paragon is paid a monthly fee of $12,000.
13. Agreement for Rehab Program Management Services effective as of June
1, 1996 with Xxxxxxxxxx of Albemarle. A material detail in which this agreement
differs from Exhibit 10.42 is that Paragon is paid a monthly fee of $12,000.
14. Agreement for Rehab Program Management Services effective as of August
1, 1996 with Xxxxx Care Center. A material detail in which this agreement
differs from Exhibit 10.42 is that Paragon is paid a monthly fee of $8,000.
15. Agreement for Rehab Program Management Services effective as of March
1, 1996 with Grant Park Care Center.
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16. Agreement for Rehab Program Management Services effective as of July
1, 1996 with The Oaks at Sweeten Creek. A material detail in which this
agreement differs from Exhibit 10.42 is that Paragon is paid a monthly fee of
$12,000.
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