Exhibit 10.20
CONTRACT FOR HOME INFUSION THERAPY SERVICES BETWEEN
MT ULTIMATE HEALTHCARE AND ORION HOME INFUSION
THIS AGREEMENT, made this 8th day of December, 0000, Xxx Xxxxxxxx Home Infusion
, a New Jersey business authorized to conduct business in the state of New
Jersey, which holds a pharmacy license pursuant to the New Jersey State Public
Health Law. Mid Atlantic and MT Ultimate Healthcare, a licensed Health Care
Service Agency pursuant to Article 36 of the New York State Public Health Law
(LHCSA), provides as follows:
WITNESSETH
WHEREAS, the LHCSA (I) assess the home health care service needs of Patients
under its care, and (II) together with the Patient, the patient's family, the
Patient's physician and the Patient's other health care providers, develop a
plan to provide for the home health care service needs of the patient, and is in
the business of providing Home Health Care Services; and (III) provides to
Patients within their homes, heath care personnel to address their home health
care service needs; and
WHEREAS, Mid Atlantic Home Infusion Therapy provides pharmaceuticals,
supplies and equipment to their patients, as well as certain Patients under the
care of LHCSA; and
WHEREAS, LHCSA has chosen Mid Atlantic herein as their agent for supplying
said pharmaceuticals, supplies and equipment to its Patients, and Mid Atlantic
has chosen LHCSA as a provider of nursing services for which Mid Atlantic wishes
to refer patients to.
NOW THEREFORE, in consideration of the services to be performed and
rendered by Mid Atlantic and LHCSA, together with such other valuable
consideration exchanged between parties, it is hereby acknowledged and agreed as
follows:
1. RESPONSIBILITIES OF Mid Atlantic
a. Implementation of services provided: Under the supervision of LHCSA's
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personnel, the Patients referred to Mid Atlantic by LHCSA for the
provision of medication supplies and equipment, and for the patients
of Mid Atlantic referred to LHCSA for the provision of nursing
services, Mid Atlantic personnel will perform these specialized,
skills or other services which are provided for herein in accordance
with the medical plans of treatment and plans of care established by
LHCSA.
b. Documentation and communication: Services provided by LHCSA personnel
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will be appropriately documented on forms specified and provided by
LHCSA or by Mid Atlantic, depending on LHCSA's preference. All forms
which are supplied by Mid Atlantic at LHCSA's option must comply with
all applicable State and Federal regulations and conform to LHCSA's
plans of treatment and care as established by LHCSA. Mid Atlantic will
furnish copies of such documentation to the LHCSA within ten (10)
business days of providing the services under this agreement.
Telephone consultation with the LHCSA as needed to report any changes
in the Patient's condition or circumstances, and to keep LHCSA's
personnel appropriately informed of the patient's progress and/or
problems which may arise.
c. Authorization for Services: The implementation of all services
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provided to the patients of LHCSA by herein under this agreement shall
be delivered solely in the response to LHCSA's prior request. Patients
of which are referred to LHCSA for the provision of nursing services
are assumed authorized for service by Mid Atlantic at the time that
the referral is made by HCS. Professionals delivering services to the
patient under the direction of Mid Atlantic must maintain and assure
that care planning and service delivery provided are coordinated and
supervised by Mid Atlantic with ultimate responsibility remaining
under the LHCSA's supervision as the primary licensed home care
agency.
d. Personnel: All Mid Atlantic personnel who perform the services
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provided for under this agreement shall meet all applicable State and
professional standards and requirements including license verification
and/or other appropriate credentials. Upon LHCSA's request, Mid
Atlantic shall furnish LHCSA with a profile of all LHCAS's personnel
qualifications, including any and all information required under the
New York State Code of Rules and Regulations.
e. Accessibility: Mid Atlantic shall provide 24 hour on-call access by a
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licensed pharmacist and other support personnel to answer questions
and/or concerns which need to be addressed by Patients of the LHCSA,
to provide pharmaceuticals and/or equipment as needed pursuant to the
Patient's Plan of Care as developed by the LHCSA.
f. Delivery: Mid Atlantic shall deliver to the patient the initial setup
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and ongoing delivery of Infusion drugs and solutions, infusion
equipment and related medical supplies for LHCSA's patient's home at
least 5 hours prior to the time scheduled by LHCSA's nursing personnel
to perform nursing services.
g. Universal precautions: Mid Atlantic shall pick up and dispose of, in
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accordance with all applicable law, rules and regulation, all medical
waste (including sharps and "red bags" waste) from the patient's homes
regardless of the source of the medical waste, for any patient for
whom the LHCSA is providing infusion therapy services. Mid Atlantic
shall assure that all personnel handling said medical waste are
properly trained with respect to the rules and regulations promulgated
by OSHA, and that said the personnel comply with all Universal
Precautions Standard established by Federal, state or local agencies.
h. Medical Equipment Maintenance and cleaning: Mid Atlantic shall supply
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and deliver infusion therapy products, equipment and supplies needed
by the LHCA seven (7) days a week on an emergency basis, twenty four
(24) hours per day. All equipment and supplies which are delivered to
patients shall be in good and proper condition and selected according
to each patient's particular need and requirements consistent with the
Physician's plan of Care. Within 3 days of the patient's discharge
from service, Mid Atlantic shall remove all equipment and supplies
from the patient's home and shall clean, sterilize and maintain such
equipment in accordance with the rules and regulations promulgated by
OSHA.
i. Pharmaceuticals: Mid Atlantic shall furnish supplies and provide
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parenteral, antimicrobial, pain management and infusion therapy
admixture solutions, using aseptic technique and appropriate quality
procedures in accordance with applicable pharmacy regulations and
delivering orders of infusion therapy products, equipment and supplies
to LHCSA patients in a timely fashion as determined by LHCSA.
J. Training: Mid Atlantic shall provide all necessary in-service manuals
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and other documentation necessary to properly instruct LHCSA personnel
on the proper use of the equipment provided. Mid Atlantic shall
further provide in-service training and instructions to LHCSA
supervisions for teaching the patient and caregivers on the use of the
infusion equipment and other related durable medical equipment
delivered in accordance with paragraph 1(F) herein
k. Insurance: Mid Atlantic shall option, at it's sole expense, a valid
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policy of insurance covering general and professional liability
arising from the acts or omissions of HCS its agents and/or its
employees, in an amount generally considered standard in HCS'
industry, but in any event no less than $1,000,000 per occurrence,
$3,000,000 in the aggregate. Mid Atlantic shall forward a Certificate
of Insurance to LHCSA upon request and will give prompt written notice
of any material change in HCS's coverage.
l. Indemnification: Mid Atlantic hereby agrees to indemnify LHCSA for any
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and all causes of action which result from any act(s) or omission(s)
of id Atlantic or HCS's personnel.
m. Responsibility for Patient Care: Notwithstanding any other provision
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of this agreement, Mid Atlantic shall remain responsible for ensuring
that any services they provide pursuant to this agreement complies
with all pertinent provisions of Federal, State and Local statutes,
rules and regulations and shall ensure the quality of all services
provided by id Atlantic adheres to the Plan of Care established for
individual patients by LHCSA.
n. Payment for services: It is understood that for all services provided
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hereunder by LHCSA to Mid Atlantic patients, Mid Atlantic shall
directly xxxx all patients or third party reimbursement sources. LHCSA
shall invoice OHI for all nursing services as provided hereunder,
providing skilled nursing visit notes for each visit, and invoice Mid
Atlantic monthly for said services. Mid Atlantic shall reimburse LHCSA
for services rendered within thirty (30) days of the receipt of
invoice. Should Mid Atlantic dispute any portion, they must notify
LHCSA within twenty (20) days of our invoice date. Failure to notify
LHCSA within the timeframe shall be deemed acceptance to pay LHCSA in
full for the invoice.
2. RESPONSBILITIES OF LHCSA
a. Request for Service: For services provided to patients both referred
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to Mid Atlantic by LHCSA for the provision of pharmaceuticals,
supplies and equipment, as well as patients referred to LHCSAby Mid
Atlantic for the rendition of nursing services, LHCSA shall be
responsive for the development, monitoring and revision of the
Patient's Care Plan, and utilizing for this purpose information
necessary to manage the patient's homecare needs. Upon making any
change to the Patient's Care Plan, LHCSA will promptly notify HCS.
b. Patient Admission and Discharge: LHCSA shall remain solely responsible
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for the admission, transfer and discharge under their care. Mid
Atlantic hereby agrees to comply with any and all decisions relating
to the admission, transfer and discharge of any LHCSA's patients.
c. Case Management: LHCSA shall be ultimately responsible for those
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services furnished under this agreement. These services may include
but are not limited to the provision of:
d. Appropriateness of Homecare: Screening to identify patients in need of
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the services provided for herein, together with their appropriateness
for home care services as follows:
e. Admission Assessment
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i. Development of the Patient's Plan of Care
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ii. Appropriate training of infusion patients and / or the patient's
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responsible infusion care partners
iii. Periodic assessment of patient's progress
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iv. Periodic review and appropriate review of patient's Plan of Care
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v. Scheduling of routine patient visits
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vi. Obtaining the initial Physician Plan of Treatment and updated
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physician orders;
vii. Arranging for delivery of services by notifying Mid Atlantic of
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the needs for such services;
viii. Any other services to assure compliance by OHI with the patient
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plan of care including coordination of services and supervision
of the plan of care
ix. Discharge planning
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f. Orientation: LHCSA shall orient and instruct HCS's coordinators and
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the Directors of Quality Assurance of LHCSA's policies and procedures
relating to the services provided for herein including the required
documentation and timely submission thereof.
g. Compliance: Notwithstanding any other provisions in this contract,
LHCSA remains responsible for (a) ensuring that any service provided
pursuant to this complies with all pertinent provisions of Federal,
State and Local statutes and regulations; (b) ensuring the quality of
all services provided by the agency; and (c) ensuring adherence by
agency staff to the agency plan of care established for Patients.
h. Billing: Unless otherwise mutually agreed, LHCSA shall submit weekly
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invoices to Mid Atlantic for each patient to whom services have been
provided under this contract for at the rates specified and attached
as Appendix A attached hereto.
i. Payment of Services: It is understood that all pharmaceuticals,
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supplies and equipment provided hereunder by Mid Atlantic to Patients
of LHCSA, Mid Atlantic shall directly xxxx LHCSA unless otherwise
agreed by and between the parties hereto. Mid Atlantic shall invoice
LHCSA for all pharmaceuticals, supplies and equipment as provided
hereunder weekly. LHCSA shall reimburse Mid Atlantic within thirty
(30) days of the receipt of invoice. Should LHCSA dispute any charges
on an invoice, they must notify Mid Atlantic within 20 days of the
invoice date. Failure to notify Mid Atlantic within this time frame
shall be deemed acceptance to pay Mid Atlantic in full for the
invoice.
j. Insurance: LHCSA shall obtain, at its sole expense, a valid policy os
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insurance covering general and professional liability arising from the
acts or omission of LHCSA, its agents and / or its employees, in an
amount generally considered standard LHCSA's industry, but in any
event no less that $1,000,000 per occurrence, $3,000,000 in the
aggregate. LHCSA shall forward a Certificate of Insurance to LHCSA
upon request and will give prompt written notice of any material
change in LHCSA coverage.
k. Indemnification: LHCSA hereby agrees to indemnify Mid Atlantic for any
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and all causes of action which result from any act(s) or omission(s)
of the LHCSA or LHCSA's personnel.
3. MUTUAL RESPONSIBILITIES
a. Exchange of information: Each party shall furnish to the other,
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written documentation of Patient assessment, Plan of Care, clinical
record entries, supervisory reports, and medical orders, and
information and access to its staff to assure compliance by each
party's employees with applicable statutes, rules and regulations on
an "as needed basis".
b. Confidentiality of HIV- related information: Confidential HIV related
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Information will be released in accordance with NYS Public Health Law,
Title 10, Part 63.1 to 63.10 of the Official compilation of the New
York State Codes, Rules and Regulations. "Aids Testing and
Confidentiality of HIV-Related Information".
c. Non-Exclusivity: LHCSA is not obligated to use the services of Mid
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Atlantic exclusively. Mid Atlantic has the right to refuse a referral
by LHCSA.
4. MISCELLANEOUS
a. Term & Termination: This agreement shall last for a period of one (1)
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year and will be reviewed annually during the month first written
above. This agreement shall remain in force during the review and
renegotiation. This agreement may be modified or amended by mutual
consent of both parties. Any such modification or amendment must be
attached and become part of this agreement. This agreement may be
terminated on at least thirty (30) days written notice by either
party. All written notice affecting agreement termination must be
delivered by Certified or Registered Mail. The date of deposit of any
notice with United States Postal Service with all postage prepaid
shall be deemed the date of delivery thereof. Failure to comply with
the conditions of this agreement may be interpreted as cause for
immediate termination. It is understood that this agreement
constitutes the entire agreement between the LCSA and MHI herein.
b. Non-Discrimination: Neither Mid Atlantic or the LHCSA will
discriminate in the delivery of services under this Agreement with
respect to an individual's race, religion, sex, age, creed, handicap,
national origin or sexual orientation.
c. Entire Agreement: This Agreement constitutes the entire Agreement
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between the LCSA and MHI herein. Any amendment to this Agreement must
be made in writing and signed by MHI and LCSA.
d. Notice: All notices with the respect to this Agreement (including
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notice of Termination, rate changes and change of address) shall be in
writing, sent via US Certified mail, return receipt requested to the
appropriate address listed below.
MHI LHCSA
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MidAtlantic Home Infusion
000 X Xxxxx 00 X
Xxxxxxxxx, XX 00000 MT Ultimate Healthcare Corp.
NY
Attn: Xxxxxx Xxxxxxx Attn: Xxxxx Xxxxxxxx
e. Governing Law: This Agreement shall be interpreted in accordance with
the Laws of the State of New York without regard to rules against
conflict of laws. All disputes arising in connection with this
agreement shall be finally settled under the rules of the American
Arbitration Association. Such arbitration shall take place in New
York. Judgment may be entered in a Court of competent jurisdiction on
any arbitration award so rendered. All costs of collection for any
arbitration award so rendered shall be borne by the losing party.
f. Individuality of Covenants: Should any part of this agreement for any
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reason, be declared invalid, such decision shall not affect the
validity of any remaining covenant herein which shall remain in full
force as if this agreement had been executed with the invalid part
eliminated.
LHCSA and MHI have acknowledged their understanding of and agreement
to the mutual promises written above by executing this Agreement.
Signed and agreed to as of the date first written above:
HOME INFUSION MT Ultimate Healthcare
By: /s/ Xxxxxx Xxxxxxx By: /s/Xxxxx Xxxxxxxx
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MHI LHCSA
SCHEDULE OF RATES
Start-up and Initial Assessment
(up to 2 hours in length)* $125.00
Skilled Nurse Visits (RN)
(up to 2 hours in length)* $100.00
Extended Hourly Rate (RN):
(Hourly rate applies to visit over 2 hours in length $50.00
Including Start-up, Initial Assessment and PICC/ Midline
Insertion)
PICC/ Midline insertion $125.00
PICC/ Midline Insertion and
Start-up and Initial Assessment: $150.00
Metronix Pump Program/Refill $125.00
* Missed visits which are not based upon the fault of LHCSA's personnel will be
billed at Per Diem Rate.
