Please review the contractor's agreement below in its entirety.
CONTRACTOR'S AGREEMENT
WHEREAS Med Assist is an institution providing assessment services to patients requiring home care, nursing, and other services; and WHEREAS, Med Assist employs various Contractors to provide assessment services on behalf of managed care entities.
NOW THEREFORE, in consideration of the foregoing and of the mutual promises hereinafter set forth, Med Assist and Contractor agree to the following:
- Nursing Services. Contractor shall provide or arrange for the provision of authorized consultative services to Med Assist patients in accordance with the terms and conditions of this Agreement. See Addendum A for further details.
- Standard of Care. Contractor shall comply with all applicable federal and state laws, licensing requirements and professional standards, and shall provide consultative services in accordance with generally accepted practices and standards prevailing in the applicable professional community at the time of treatment and in conformity with the professional and technical standards.
- Equipment. Contractor shall provide and maintain sufficient equipment in order to perform the duties and responsibilities set forth in this Agreement.
- Accessibility and Hours of Services. Contractor shall provide or arrange for the provision of PRN Hours per week to Med Assist and on a readily available and accessible basis, including, but not limited to, during normal business hours. Emergency coverage shall be available and accessible.
- Non-Discrimination. Contractor shall not differentiate or discriminate in its provision of Services to Med Assist patients because of race, color, national origin, ancestry, religion, sex, marital status, sexual orientation or age; and Contractor shall render consultative services to Med Assist patients in the same manner, in accordance with the same standards.
- Services Record. Contractor shall prepare and maintain for each Med Assist patient receiving consultative services pursuant to this Agreement a standard services record in such form, containing such information and retained for such time as required by the applicable federal and state laws and licensing requirements and professional standards governing the provision of consultative services.
- Fees/Payment. Contractor shall receive the designated fees as outlined in Addendum B. Med Assist reserves the right to update the fees upon written request to the Contractor.
- Authority of the Contractor. It is recognized by Med Assist and the Contractor that the Contractor has authority to perform services only as expressly set forth in this Agreement, and Contractor has no authority to act for or on behalf of the Med Assist, or to bind Med Assist to any Agreement or in any other manner except as provided in this Agreement, unless such authority is expressly given to the Contractor by Med Assist in writing.
- Indemnification. Contractor shall indemnify and hold Med Assist harmless against any and all loss, damage, liability, and expenses, including court costs, with respect to this Agreement directly resulting from or arising out of the dishonest, fraudulent, negligent or criminal acts or omissions of the respective party's employees, contractors, agents, shareholders, officers, and directors, acting alone or in collusion with others.
- Term of Agreement. This Agreement shall commence the date it is signed. The agreement shall be renewed for successive one (1) year terms unless terminated upon 30 days prior written notice of intention to terminate at the expiration of the term.
- Termination. Notwithstanding any other paragraph in this Agreement, nothing herein shall be construed as limiting the right of Med Assist to terminate this Agreement if it determines that the health, safety or welfare of its patients is jeopardized by the continuation of this Agreement.
- Non-Assignment. This Agreement may not be assigned by the Contractor. It may be assigned by Med Assist with the written consent of the Contractor which shall not be unreasonably withheld.
- Waiver. Neither the waiver by any party hereto of any breach of or default under any of the provisions of this Agreement, nor the failure of any of the parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall thereafter be construed as a waiver of any subsequent breach or default, or as a waiver of any such rights, privileges or provisions hereunder.
- Amendment. This Agreement may be amended only by a writing signed by Med Assist and the Contractor.
- Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York (excluding the choice of law rules thereof).
- Notices. Any notices related to this Agreement shall be deemed proper if given in writing and hand delivered, receipt acknowledged, or mailed by registered or certified mail, return receipt requested, to the address of the party stated at the end of this Agreement or to such other address as the party may have designated by written notice to the other party, and shall be deemed to have been given when so delivered, mailed, or emailed to the appropriate user or email address at the harborcareny.com domain, and shall be deemed to have been given when so delivered, mailed, or emailed.
- No Third-Party Rights. It is the express intention and agreement of the parties that no person or entity other than the parties hereto shall be entitled to bring any action to enforce any provision of this Agreement, and that the agreements and understandings set forth herein shall be solely for the benefit of and enforceable by the parties hereto or their permitted successors and assigns.
- The Professional and Administrative Responsibility of Med Assist. It is understood that, to the extent required by law, Med Assist retains administrative responsibility and professional responsibility to the extent permitted by law for services rendered pursuant to this Agreement. However, this paragraph shall not in any way impair the rights of Med Assist with respect to performance by the Contractor pursuant to this Agreement, nor with respect to damages recoverable for breach of performance by the Contractor.
- Confidential and Proprietary Information. It is understood that, as a result of this Agreement, the Contractor will be dealing with confidential and proprietary information of both Med Assist and its patients. The Contractor agrees that they will not disclose to anyone, directly or indirectly, from such information, other than during the Contractor's performance pursuant to this Agreement. The Contractor agrees to pay all direct and consequential damages to Med Assist as a result of the Contractor’s breach of its obligations under this paragraph and agrees to hold Med Assist harmless including but not limited to all reasonable expenses and attorney's fees, for damage or harm suffered by Med Assist, as a result of the Contractor's breach of its obligations under this paragraph.
- Access to Records. The Contractor agrees to make available, upon written request of Med Assist, the Secretary of Health and Human Services, the Comptroller General or the authorized representative of any of these persons, all contracts, books and records that are necessary to verify the costs of services provided under this Contract. This obligation to provide access shall continue until four years have expired after the last rendition of services under this Contract.
- Entire Agreement. This Agreement, including any attachments hereto, sets forth the entire agreement and understanding between the parties with respect to the subject matter hereof, and supersedes all prior oral or written agreements, representations and understandings between the parties with respect to the matters provided for herein.
- Liability and Insurance. Contractor shall not be considered an employee of Med Assist. Med Assist shall be under no obligation to provide Workers Compensation, liability, disability, health, surgical or other insurance or to provide unemployment benefits or to withhold, deduct, or pay income or social security taxes for the contractor.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date written below.
ADDENDUM A
Contractor’s Responsibilities
Contractor shall provide Assessment Services as described in this Addendum to Med Assist clients who receive home care services through managed care entities.
Definitions. The following definitions shall apply to this Addendum:
“Assessment” shall mean the process a registered nurse, nurse practitioner, physician’s assistant, or physician, either in an individual's home or an inpatient setting such as a skilled nursing facility or hospital followed by an in-home visit, evaluates the individual using the assessment instrument specified by the New York State Department of Health (“NYSDOH”) under the Uniform Assessment System for New York (“UAS-NY”).
“Assessment Date” shall mean the date an Assessor performs an Assessment on an Assigned Member.
“Assessor” shall mean the Contractor employed by Med Assist that is a New York registered nurse, nurse practitioner, physician’s assistant, or physician.
“Assigned Member” shall mean the clients that are assigned to the Contractor to complete assessments on.
“Attempt” shall mean the Contractor’s efforts to communicate with an Assigned Member for the purpose of scheduling an Assessment or obtaining additional information necessary to complete an Assessment. An Attempt to contact an Assigned Member shall include the following:
A telephone call to each of an Assigned Member's telephone numbers on record as provided by Med Assist (for example, if an Assigned Member has two (2) different phone numbers on record, a single Attempt requires calling both phone numbers);
Unannounced, in-person visits to the Assigned Member’s home addresses on record as provided by Med Assist;
Electronic messages to each of an Assigned Member's e-mail addresses on record as provided by Med Assist (for example, if an Assigned Member has two (2) different e-mail addresses on record, a single Attempt requires sending messages to both e-mail addresses);
Documentation of the Attempt (as defined below) by the Contractor.
"Completed Assessment” shall mean an Assessment that meets all of the following requirements:
The Assessment is performed by an Assessor;
The Contractor finalizes the assessment on the assessment date. In the event that an Assessor requires additional information from a third party to finalize the assessment, the Assessor shall gather the necessary third-party information and finalize the assessment no later than twenty-four (24) hours after the Assessment Date;
In the event an Assessor desires to make changes to an assessment, only a UAS 45 RN supervisor may un-finalize the assessment. After the assessment is un-finalized, the Assessor may make changes to an assessment and Assessor shall explain the reasons for the changes in the comments section of the sign/finalize node in the state system, re-do the assessment outcomes and sign and finalize the assessment;
The Contractor shall use an assessment tasking tool selected to determine the required number of care hours for the Assigned Member.
The Contractor shall submit all the required Enrollment/Reassessment documentation no later than 24 hrs after the Assessment Date or risk having a financial penalty deemed by Med Assist.
“Document” or “Documentation” shall mean the Contractor’s actions to document, the activities described in this Addendum in a format designated by Med Assist, as amended from time to time. The Contractor’s documentation of each Attempt to contact an Assigned Member shall include
(i) the method of the Attempt (phone, e-mail, or in-person visit);
(ii) the exact time and date of the Attempt;
(iii) the source of the Assigned Member contact information used in the Attempt;
(iv) if the Attempt was a telephone call, whether a message was left and in what format (voicemail or with a live individual);
(v) a summary of the communicated message.
NOTE: In the event that an Assessment is not completed or finalized within the required timeframe, the Contractor shall document all reasons for the delay in the comments section of the sign/finalize node in the State System or in a format otherwise required by Med Assist.
“Non-Assessment Visit” shall mean all the following circumstances have occurred:
(i) An assessment has been scheduled with an assigned member;
(ii) the scheduled assessment has been confirmed with the assigned member or his/her representative via phone or email no less than forty-eight (48) hours before the scheduled assessment;
(iii) the assessor arrives for the scheduled Assessment and the Assigned Member either refuses to allow the assessor entrance to the home, is not home, or is otherwise unavailable for the assessment;
“State System” shall mean the UAS-NY reporting system website, as maintained by NYSDOH.
“Tasking Tool” shall mean the tasking tool selected by the managed care entity, in its sole discretion, which must be populated in order to complete an assessment.
Assessment Rates
The assessment rates will be determined by Med Assist and can change at any given time with written consent to the Contractor as deemed necessary by the Company.
