SUBJECT:Contract Policy / Page: 1
Of:7
Effective Date:11/01/2010

Policy:It is the policy of Barrett Hospital & HealthCare to commit to writing all lease, purchase, affiliation, professional service, consulting, independent contractor, and vendor agreements with third parties and to have responsible departmental and administrative personnel review critical terms and conditions before the signing by an officer of the organization.

Procedure:

NEW CONTRACTS

  1. The Department Manager and/or Leadership Council Member will initiate contract review using the contract review form (linked document) for inclusion of the following required elements:
  2. Type of contract
  3. Equipment/Supplies-Broadlane Quote Review Results
  4. Identification of the parties (use legal names)
  5. Effective/ execution date
  6. Term (1 year preferred with no automatic renewal)
  7. Termination (failure to perform and without cause)
  8. Performance of the parties (full description of each party’s obligations and responsibilities – all clinical services must include an element of QA/QI and compliance with BHH policies and procedures)
  9. Financial arrangements
  10. Amendments/ exhibits
  11. Signatures with printed names, titles, and contact information

The Department Manager is responsible for providing corrections to contracts as needed to include the required elements and obtaining the signature of their administrative supervisor.

The Department Manager is responsible for providing the Executive Administrative Specialist with a hardcopy of the contract with review form attached.

  1. The Executive Administrative Specialist will upload the contract with review form onto the Policy Manager Contract system (BPM) titling the document “COMPANY – SERVICE – CONTRACT or MOU”, and initiate the approval process which includes the following:

Step 1:

Step 1: Review for additional elements - CFO, CCO, HR Director, Quality Director

Step 2: Review all comments and revise - Executive Administrative Specialist

Step 3: Review revisions – Department Manager

Step 4: Review prior to printing – Executive Administrative Specialist

Step 5: CEO review and signature

Step 6: Final approval –Executive Administrative Specialist will ensure that a fully executed agreement has been received and uploaded with the appropriate review process.

  1. The Quality Director (Risk Manager) will review contracts for the following elements as appropriate:

3.1.Insurance coverage (comprehensive/ general, professional liability, errors and omissions, workers compensation, property, business auto) including limits, evidence

3.2.Indemnification/ hold harmless (decrease liability for the other party’s wrongdoing; may be mutual or may be written to decrease BHH’s liability alone)

3.3.Governing law (if the parties are in different states)

3.4.Federal requirements for inspection of books and records (for contracts with a 12 month value greater than $10,000)

3.5.Arbitration/ mediation/ dispute resolution (to share costs associated with resolution)

3.6.Assignment (to allow/ disallow transfer of obligations)

3.7.Non-Waivers (to allow for breaches of contract provisions to go unaddressed without waiving the right to enforce those provisions in the future)

3.8.Warranties (to obtain assurances from the manufacturer or supplier regarding the quality of goods or services for a specified time period)

3.9.Severability (to provide for enforcement of remainder of contract if any part of the contract later becomes invalid)

3.10.Medical staff credentialing (when medical providers will be exercising privileges at BHH or routinely performing clinical services that impact patient care at BHH)

3.11.Compliance with laws and regulations (as needed to maintain BHH corporate compliance and business ethics, especially as related to the False Claims Act)

3.12.Business associate requirements (for transactions that involve use or disclosure of PHI that is more than incidental)

The Quality Director will note comments in BPM.

4. The Human Resources Director will review contracts for the following elements as appropriate:

4.1.Staff credentials (required licensure, certification) and competency verified by contractor

4.2.Required employee health elements for staff (TB testing, immunizations) performed by contractor

4.3.Required background checks and drug testing performed by contractor

4.4.Mandatory healthcare industry education (OSHA, HIPAA, Corporate Compliance) provided by contractor

4.5.No BHH liability for benefits or payroll taxes

4.6.Proof of independent contractor status

The Human Resources Director will note comments in BPM.

  1. The Chief Financial Officer will review contractual financial arrangements and note comments in BPM.
  1. The Chief Nursing/Clinical Officer will review the contract to determine need for trainingor education and note comments in BPM.
  1. The Executive Administrative Specialist will review all comments in BPM and modify the contract accordingly.
  1. The Department Manager will review the modified contract and approve or discuss issues with the Executive Administrative Specialist.
  1. The Executive Administrative Specialist will resolve conflicting issues, document the resolution in BPM, and finalize the contract.
  1. Once the contract is finalized, the Chief Executive Officer or designee will sign two copies and approve in BPM.
  1. The Executive Administrative Specialist will forward the contract to the Board of Trustees for signature if necessary.
  1. The Executive Administrative Specialist will send two signed copies of the contract to the contractor for signature (if not already signed) and maintain a copy until the signed document is returned.
  1. Once both parties’ signatures are obtained, the signed contract and checklist will be electronically scanned and uploaded into the Policy Manager Contract system.
  1. The original contract will be maintained in the administrative office.
  1. The Department Manager will be responsible for continuous performance evaluation of the contract during its term.

CONTRACT RENEWALS

1. Contracts for services provided to BHH by another entity need to be reviewed annually to comply with Medicare Conditions of Participation. The responsible Department Manager will ensure the annual review takes place within 90 days prior to the renewal date.

2. The procedure for contract renewal follows the steps outlined in the section for new contracts, but includes the Department Manager’s written evaluation, and may include Medical Staff evaluation if the contract is for clinical services. Medical Staff evaluation will be documented in the Medical Executive Committee Meeting Minutes. (Suggested elements for written review may include: performance of responsibilities, evidence of quality control and quality improvement activities, etc).

3. The Department Manager will obtain an updated contract if needed.

4. Amendments to contracts will be processed in the same manner as renewals with amendments scanned in with original contract Upon final execution, the scanned document will include only the current provisions.

Perpetual Contract Renewal

  1. The Department Manager will receive a prompt through the BPM system to review annually. The Department Manager will review the contract and make a note in BPM to approve/continue or archive. The procedure for perpetual contract review includes the Department Manager’s written evaluation of services to be recorded in the task notes within BPM.
  1. The Administrative supervisor will then review the contract and Department Manager notes and make an entry into BPM to agree with the Department Manager or route back to the Manager with an explanation if the supervisor disagrees.
  1. The Quality Director will review for risk management issues and note in BPM.
  1. The Executive Administrative Specialist will address any issues noted and reset the review process or archive accordingly.

One Time Service Contract Renewal

  1. The Department Manager will receive a prompt through the BPM system to review annually. The Department Manager will review the contract and make a note in BPM to approve/continue or archive.
  1. The Executive Administrative Specialist will reset the review process or archive accordingly.

SUGGESTED CONTRACT LANGUAGE:

Legal Names

Public Hospital District for BeaverheadCounty d/b/a BarrettHospital & HealthCare

Term and Termination

This Agreement shall be for a one (1) year term commencing on the date first written above (“Effective Date”). Either party hereto may terminate this Agreement at any time, with or without cause, upon ninety (90) days written notice to the other party. BHH may terminate this agreement for cause after written notice which includes a reasonable amount of time for Contractor to remedy the cause, unless cause is associated with exclusion from Federal Funding programs in which case termination may be immediate.

Insurance

Contractor shall maintain at all times herein [general liability/ professional liability/ property/ auto/ workers compensation/ errors and omissions] insurance covering the activities of its employees and agents, during the term of this Agreement with respect to their activities. Such policies of insurance shall be in such amounts and subject to such deductibles as are usual and customary in the industry. BHH may request evidence of such insurance by the contractor upon reasonable request. Comprehensive general and professional liability coverage for any current or future claim, shall be in the amount of not less than $1,000,000/$3,000,000.

Hold Harmless; Indemnity

Each party [or Contractor] hereto thereby agrees to indemnify, defend, and hold harmless the other party [or BHH] from and against any loss, claim, damage, liability or expense, including reasonable attorneys’ fees and court costs incurred by or resulting to the other party [or Contractor], either directly or indirectly, by reason of any breach, non-fulfillment or default by its performance of any of the provisions of the Agreement to be observed or performed by it or by its negligent or willful act or acts, or failure to act, whether or not such loss, claim damage, liability or expense is required to be covered by insurance as provided herein.

Governing Law

This agreement shall be interpreted under the laws of the State of Montana. Any litigation under this agreement shall be resolved in the trial courts of BeaverheadCounty, State of Montana.

Federal Requirements for Inspection of Books and Records

Contractor shall allow the Comptroller General of the United States, HHS, and their duly authorized representatives access to the Contractor's contract, books, documents, and records until the expiration of four years after the services are furnished under the contract or subcontract. The access must be provided for in accordance with the provisions of 42 C.F.R. PART 420—PROGRAM INTEGRITY: MEDICARE Subpart D. This clause also allows similar access by HHS, the Comptroller General, and their duly authorized representatives to contracts subject to section 1861(v)(l)(I)(ii) of the Act between Contractor and organizations related to Contractor and to books, documents, and records.

Arbitration/ Mediation/ Dispute Resolution

All disputes, controversies, or claims arising out of or relating to this contract shall be submitted to binding arbitration in accordance with the applicable rules of the American Arbitration Association then in effect.

NOTE: Montana law declares an arbitration clause unenforceable unless "[n]otice that [the] contract is subject to arbitration" is "typed in underlined capital letters on the first page of the contract." Mont. Code Ann. §27-5-114(4) (1995).

Assignment

Neither party may assign, directly or indirectly, all or part of its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed.

Non-waiver

The failure by one party to require performance of any provision shall not affect that party's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Contract constitute a waiver of any subsequent breach or default or a waiver of the provision itself.

Warranty

Contractor warrants that the goods or services provided will be free from defects for a period of [time period] from delivery.

Severability

If any provision of this Contract is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of this Contract shall remain in full force and effect.

Medical Staff Credentialing

Providers shall obtain and maintain Medical Staff Membership and Privileges per the BHH credentialing process outlined in the BHH Medical Staff Bylaws.

Corporate Compliance

In establishing this agreement with BarrettHospital & HealthCare, the Contractor also agrees to act in compliance with all laws and regulations including billing and claims submission fraud and abuse laws and regulations. BarrettHospital & HealthCare has a Compliance Program to assure compliance with laws and regulations including billing and claims submission fraud and abuse laws and regulations. All contractors of the Hospital are therefore expected to comply with the policies of the Compliance Program.

At a minimum, all contractors are expected to:

  • Be aware of those procedures which affect the Contractor and which are necessary to implement the Compliance Program, including the mandatory duty of all contractors to report actual or possible violations of fraud and abuse laws and regulations; and
  • Understand and adhere to industry standards, especially those that relate to the Contractor’s functions for or on behalf of the Hospital.

In signing this agreement, Contractor acknowledges their acceptance and understanding of the Corporate Compliance Program and its requirements.

Failure to follow the standards of BarrettHospital & HealthCare’s Compliance Programs (including the duty to report misconduct) may be considered a violation of the contract with the hospital and may be grounds for action by the Hospital, including termination of the relationship.

BarrettHospital & HealthCare’s Compliance Policies can be accessed at . Contractor can contact BarrettHospital & HealthCare Quality/ Compliance Director to obtain username and password.

Business Associate Agreement (refer to sample language in Business Associate Agreements policy)

Staffing

Contractor agrees to verify the credentials and competency of the staff assigned; conduct TB testing and maintain required healthcare worker immunization documentation; conduct background checks and drug testing; provide required healthcare OSHA compliance, HIPAA compliance, and job-specific corporate compliance training; and maintain liability for staff benefits and payroll taxes.