COVENANTS OF CMHC. CMHC will: (a) Have and maintain throughout the term of this Agreement ultimate control and authority for the operation and administration of the Out-Patient Program. (b) Furnish necessary and identified program space as per Exhibit A and rent said space to the Manager for the duration of this Agreement as described in Addendum 1. CMHC will cooperate with Manager in providing appropriate program space for a potential capacity of at least forty (40) chairs. (c) Provide support activities including: (i) maintenance of or installation of carpet and decorating of patient treatment areas as needed; (ii) furniture, (iii) clerical support and (iv) all telephone expenses at CMHC. (For illustration see Addendum 2) (d) CMHC has in effect a schedule of fees and patient charges for the administrative and technical component of all services rendered by the Out-Patient Program. Said fees and charges may be modified by HCFA based upon subsequent Cost Report reviews. CMHC shall give notice of such modifications to Manager. CMHC shall bill ▇▇▇ patients and third party payors for CMHC's fees and charges with reference to services provided by the Out-Patient Program in accordance with such schedule. CMHC shall provide record keeping services in accordance with state and federal laws and regulations, and furnish Manager with all information necessary for Manager to bill ▇▇▇ Management Fee described in Section 8. (e) Staff the Out-Patient Program with a qualified Administrator, Assistant Administrator, and Unit Secretary and be solely liable to those personnel for their wages, compensation and employee benefits. Such personnel shall comply with the Out-Patient Program policies and procedures as mutually agreed upon in writing by CMHC and Manager. CMHC shall not, without Manager's prior written consent (which shall not be unreasonably withheld), deviate, change or otherwise decrease the agreed staffing. (f) Maintain the CMHC's license from the Arizona Department of Health Services and pay all related fees associated with the license. (g) Provide Manager's employees and contracted personnel with copies of all relevant CMHC Policies and Procedures, as amended from time to time. (h) Indemnify, save harmless, and defend Manager from all claims and liability and expenses (including reasonable attorney's fees) arising solely from the negligence of or breach of this Agreement by CMHC or its employees or contracted personnel. (i) Maintain professional and comprehensive general liability insurance for itself and its employees and contracted personnel in an amount not less than $5,000,000 per occurrence or claim and whenever reasonably requested provide Manager with a certification from the insurer stating that such insurance is in effect and which also states that Manager will be given at least ten (10) days advance written notice of any cancellation, non-renewal, or changes in policy limits, deductibles, or co-insurance. Any deductible or co-insurance or aggregate limits shall be subject to Manager's approval, which shall not be unreasonably withheld. Manager agrees that $100,000 is an acceptable deductible or co-insurance. If a liability insurance policy is procured pursuant to this Section 3(i) on a "claims made," rather than on an "occurrence" basis, then such policy shall include an option to purchase a "tail" or an extended reporting period, which option shall be exercisable upon termination or cancellation of said policy or upon any material modification of said policy that has the effect of causing the coverage of said policy to fail, in any respect, to meet the requirements of this Section 3(i), regardless of whether such termination, cancellation or modification shall occur during the term hereof or thereafter. The tail or extended reporting period shall provide coverage meeting all of the requirements set forth in this Section 3(i), for a period of at least seven (7) years after termination, cancellation or modification of the underlying policy. Such policy shall provide that the carrier shall give CMHC or Manager thirty (30) calendar days advance written notice of the date upon which the option may be exercised regardless of whether such date shall occur during the term hereof or thereafter and shall specifically provide that Manager shall be permitted to exercise the option upon the failure of CMHC to do so. Upon such notice, CMHC shall take steps, including the payment of money, necessary to exercise such option, and if CMHC shall fail to effectively exercise such option, then the Manager may do so, and CMHC shall fully and immediately reimburse Manager, within ten (10) calendar days notice thereof by Manager, for all monies expended by Manager in connection therewith.
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COVENANTS OF CMHC. CMHC will:
(a) Have and maintain throughout the term of this Agreement ultimate control and authority for the operation and administration of the Out-Patient Program.
(b) Furnish necessary and identified program space as per Exhibit A and rent said space to the Manager for the duration of this Agreement agreement as described in Addendum 1. CMHC will cooperate with Manager in providing appropriate program space for a potential capacity of at least forty twenty-five (4025) chairs.
(cb) Provide support activities including: (i) maintenance of or installation of carpet and decorating of patient treatment areas as needed; (ii) furniture, (iii) clerical support and (iv) all telephone expenses at CMHC. (For illustration see Addendum 23)
(dc) CMHC has in effect a schedule of fees and patient charges for the administrative and technical component of all services rendered by the Out-Patient Program. Said fees and charges may be modified by HCFA based upon subsequent Cost Report reviews. CMHC shall give notice of such modifications to Manager. CMHC shall bill Bill ▇▇▇ patients and third party payors for CMHC's fees and charges with reference to services provided by the collect all Out-Patient Program in accordance with such schedule. CMHC shall charges due for Out-Patient Program services, and (i) provide record keeping services as customary in accordance with state and federal laws and regulationsthe ordinary course of CMHC's business, and (II) furnish Manager OptimumCare with all information Information necessary for Manager to bill ▇▇▇ Management Fee described in Section 8▇agement fee.
(ed) Staff the Out-Patient Program with a qualified Administrator, Assistant Administrator, Administrator and Unit Secretary and be solely liable to those personnel who are CMHC employees for their wages, compensation and employee benefits. Such CMHC personnel shall comply with the Out-Patient Program policies and procedures as mutually agreed upon in writing by CMHC and Manager. CMHC shall not, without Manager's prior written consent (which shall not be unreasonably withheld), deviate, change or otherwise decrease the agreed staffing.
(fe) Maintain the CMHC's license from the Arizona Department of Health Services and pay all related fees associated with the this license.
(gf) Provide Manager's employees and contracted personnel with copies of all relevant CMHC Policies and Procedures, as amended from time to time.
(hg) Indemnify, save harmless, and defend Manager from all claims and liability and expenses (including reasonable attorney's fees) arising solely from the negligence of or breach of this Agreement by CMHC or its employees or contracted personnel.
(ih) Maintain professional and comprehensive general liability insurance for itself and its employees and contracted personnel in an amount not less than $5,000,000 1,000,000 per occurrence or claim and whenever reasonably requested provide Manager with a certification from the insurer stating that such insurance is in effect and which also states that Manager will be given at least ten (10) days advance written notice of any cancellation, non-renewal, or changes in policy limits, deductibles, or co-insurance. Any deductible or co-insurance or aggregate limits shall be subject to Manager's approval, Managers approval which shall not be unreasonably withheld. Manager agrees that $100,000 is an acceptable deductible or co-insurance. If a liability insurance policy is procured pursuant CMHC shall use reasonable efforts to this Section 3(i) on a maintain "tail" coverage if necessary for any terminated "claims made," rather than on an "occurrence" basis, then such policy shall include an option so as to purchase a "tail" apply to any of its acts or an extended reporting period, omissions which option shall be exercisable upon termination or cancellation of said policy or upon any material modification of said policy that has the effect of causing the coverage of said policy to fail, in any respect, to meet the requirements of this Section 3(i), regardless of whether such termination, cancellation or modification shall occur during the term hereof or thereafter. The tail or extended reporting period shall provide coverage meeting all of this Agreement until the requirements set forth in this Section 3(i), for a period expiration of at least any applicable statute of limitation but not to exceed seven (7) years after termination, cancellation or modification of the underlying policy. Such policy shall provide that the carrier shall give CMHC or Manager thirty (30) calendar days advance written notice of the date upon which the option may be exercised regardless of whether such date shall occur during the term hereof or thereafter and shall specifically provide that Manager shall be permitted to exercise the option upon the failure of CMHC to do so. Upon such notice, CMHC shall take steps, including the payment of money, necessary to exercise such option, and if CMHC shall fail to effectively exercise such option, then the Manager may do so, and CMHC shall fully and immediately reimburse Manager, within ten (10) calendar days notice thereof by Manager, for all monies expended by Manager in connection therewithyears.
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