EXHIBIT 10.45
PROFESSIONAL SERVICES CONTRACT
This agreement is entered into this 26th day of September 1996 by and between
Tri-State Health & Rehab, Paragon Rehabilitation, Inc. and Tri-State Memorial
Hospital (TSMH).
1. This agreement is specifically for the provision of Occupational and
Speech therapy services to patients of TSMH.
2. The duration of this agreement shall be until date of cancellation by
either of the parties hereto. Cancellation is effective upon receipt, by
either party, of a written 30 day notice.
3. This agreement is subject to periodic review and renegotiation by the
parties.
4. Therapists are responsible for assisting in developing a plan of treatment
which will include the specific procedures and modalities to be used and
the amount, frequency and duration of treatment. The plan will be based on
attending physician orders and will be coordinated by the registered nurse
assigned to the patient.
5. Therapists are responsible to and shall receive administrative supervision
and direction through the TSMH Director of Nursing Services.
6. Tri-State Health & Rehab is responsible for the quality of all therapy
services, and it is important that the therapist provide health services
to the patients in accordance with the plan of treatment which may not be
altered in type, scope or duration by the therapists unless approved by
the TSMH Director of Nursing Services.
7. Therapists are required to provide proof of qualifications specified or
required for TSMH Allied Health personnel; to notify TSMH of any change in
such qualifications to provide services; to participate in functions,
supervision, orientation and in-service training consistent with the
policies and requirements of TSMH; to develop plans of treatment, and to
provide to TSMH both clinical and progress notes and other patient
information as TSMH may require; and to participate in TSMH evaluations.
8. Payment to Tri-State Health & Rehab for therapy services shall generally
be based on the accepted and current reimbursement for such services
within the several communities served.
9. All therapy xxxxxxxx for patients receiving benefits through TSMH shall be
the responsibility of TSMH only.
10. Parties hereto agree that Title VI of the Civil Rights Act shall apply. In
essence this title provides that no person in the United States shall, on
the ground of race, color, or national origin, be excluded from
participation in, be denied benefits of, or be subjected to
discrimination.
11. Insurance:
a. Tri-State Health & Rehab must carry not less than one million
dollars ($1,000,000) in malpractice insurance.
b. The insurance must be provided by a company licensed or approved by
the State of Washington.
c. Tri-State Health & Rehab must furnish evidence of continuous
coverage at all times.
d. The evidence must be a copy of the policy or notification of such
insurance provided by the company and/or agent.
e. The policy must contain language of advance notice to the Hospital
of any material change or cancellation.
Tri-State Memorial Hospital shall reimburse Tri-State Health & Rehab for the
cost of the visit in the amount of $45.00 per hour. Mileage costs are included
in the hourly rate. Xxxxxxxx may be divided into segments no smaller than
quarter hours at $10.00 per quarter hour.
IT IS MUTUALLY AGREED THAT:
1. The contract is to be effective September 1, 1996 and shall remain in effect
for a period of one (1) year from said date and will be renewed for one year
periods until canceled in writing.
2. The agreement may be terminated at will by either party, with or without
cause by giving thirty (30) calendar days written notice.
Pursuant to Public Law 96.499 and regulations thereunder, until the expiration
of four (4) years after termination of the Agreement, PROVIDER shall make
available upon appropriate written request by the Secretary of the United States
Department of Health & Human Services or the Comptroller General of the United
States General Accounting Office, or any of their duly authorized
representatives, a copy of this agreement and such books, documents and records
as are necessary to certify the nature or extent of the costs of the services
provided by PROVIDER under this Agreement. PROVIDER further agrees that in the
event he carried out any of his duties under this Agreement through subcontract
with a value or cost of Ten Thousand Dollars ($10,000) or more over a twelve
(12) month period with a related organization, such subcontract shall contain a
clause to the effect that until expiration of four (4) years after the
furnishing of such services pursuant to such subcontract, the related
organization shall make available, upon appropriate written request by the
Secretary of the United States Department of Health & Human Services or the
Comptroller General of the United States General Accounting Office or any of
their duly authorized representatives, a copy of such subcontract and such
books, documents and records of such organization as are necessary to verify the
nature and extent of such costs. Disclosure pursuant of Section shall not be
construed as a waiver of any other legal right to which PROVIDER may be entitled
under law or regulations.
ACCEPTED BY:
/s/ signature illegible /s/ signature illegible
--------------------------- ----------------------------
Administrator Administrator
Tri-State Memorial Hospital Tri-State Health & Rehab
September 30, 1996 /s/ Xxxxxxxx X. Xxxxxx, Xx.
------------------------ ----------------------------
Date: President
Paragon Rehabilitation, Inc.
2
SCHEDULE 10.45
Paragon has entered into agreements substantially similar to Exhibit 10.45
as follows:
1. Professional Services Contract dated September 26, 1996 with Home
Health & Hospice of Southeastern Washington ("HHH"). Material details in which
this agreement differs from Exhibit 10.45 are that Paragon only provides speech
therapy services to HHH, and the speech therapy services are billed at $60.00
per visit or initial assessment and $.28 per mile.
2. Agreement between Xxxxxx Teaching Hospital and Clinics, Inc. and
Paragon Incorporated for Therapy Services dated July 12, 1994. Material details
in which this agreement differs from Exhibit 10.45 are that this agreement may
be terminated upon sixty (60) days notice, therapy services are billed at $60.00
per visit and $.275 per mile, and the facility is billed at $28.00 per hour of
attendance by therapists at staff meetings, conferences and in-house training
sessions.
3
