Covenants of Manager. Manager will do the following at its own cost and expense: (a) Provide out-patient program consultation, orientation, direction and training for the program. (b) Rent facility program space for the duration of this Agreement. (c) Provide the following staffing: (I) A full-time Partial Hospitalization Program Director, (ii) Social services, (iii) Psychological Services; (iv) Therapy/Activities and other services as appropriate. (v) A Medical Director (who shall be a physician duly licensed in the State of California (vi) registered nurse services (vii) professional counseling staff and (viii) qualified unit secretary as needed to provide for the professional counseling of Out-Patient Program patients and other personnel as required to adequately supervise and operate the Out-Patient Program. All such personnel shall be subject to TR-CMHC approval but TR-CMHC shall be deemed to have accepted such personnel unless it informs Manager otherwise in writing within five (5) business days of receipt of all such required information. Such personnel shall not be deemed employees or contracted personnel or borrowed servants of TR-CMHC. Manager shall have full responsibility for their wages, compensation and employee benefits and acts or Omissions. (d) Indemnify, save harmless, and defend TR-CMHC from all claims and liability and expenses (including reasonable attorney's fees) (1) arising solely from the negligence of or breach of this Agreement by Manager or its employees or contracted personnel or (2) arising out of TR-CMHC negligence if the sole basis for any such negligence consists of entering into this Agreement with Manger, failing to properly supervise, monitor or oversee Manager or its employees or agents, or failing to properly supervise, monitor or oversee Manager or its employees or agents, or failing to properly review or act upon its review of the qualifications of Manager or its employees or contracted personnel.
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Covenants of Manager. Manager will do the following at its own cost and expense:: (For illustration see Exhibits and Addendums).
(a) Provide out-patient program consultation, orientation, direction and training Rent facility as described on Exhibit A from CMHC for the programduration of this agreement.
(b) Rent facility program space Pay for the duration of this Agreementall supplies and materials necessary for operating CMHC's partial hospitalization program.
(c) Pay for the dietary and transportation services for all patients.
(d) Provide for Out-Patient Program management and direction.
(e) Provide for Out-Patient Program marketing including community awareness and liaison concerning the care and treatment of the Out-Patient Program's patients.
(f) Provide housekeeping services for patients and manager's offices at CMHC.
(g) Provide the following staffingfollowing: (Ii) A full-time Partial Hospitalization Program Director, ; (ii) Social services, Services; (iii) Psychological Services; (iv) Therapy/Activities and other services as appropriate.
(v) A Medical Director (who shall be a physician duly licensed in the State of California (vi) registered nurse services (viivi) and professional counseling staff and (viii) qualified unit secretary as needed to provide for the professional counseling of Out-Patient Program patients and other personnel as required to adequately supervise and operate the Out-Patient Program. All such personnel shall be subject to TR-CMHC approval but TR-CMHC shall be deemed to have accepted such personnel unless it informs Manager otherwise in writing within five (5) business days of receipt of all such required information. Such personnel shall not be deemed employees or contracted personnel or borrowed servants of TR-CMHC. Manager shall have full responsibility for their wages, compensation and employee benefits and acts or Omissionsomissions.
(dh) Provide to CMHC an accounting of Manager's expenses in operating program.
(i) Provide Out-Patient Program orientation and training for all appropriate personnel.
(j) Indemnify, save harmless, and defend TR-CMHC from all claims and liability and expenses (including reasonable attorney's fees) (1) arising solely from the negligence of or breach of this Agreement by Manager or its employees or contracted personnel or (2) arising out of TR-CMHC negligence if the sole basis for any such negligence consists of entering into this Agreement with MangerManager, failing to properly supervise, monitor or oversee Manager or its employees or agentsmonitor, or failing to properly supervise, monitor or oversee Manager or its employees or agents, or failing to properly review or act upon its review of the qualifications of Manager or its employees or contracted personnel.
(k) Consult, manage and support the Out-Patient Program treatment team's effort to provide quality psychiatric treatment while maintaining prudent control of patient length of stay.
(l) 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 CMHC with a certificate from the insurer stating that such insurance is in effect and which also states that CMHC will be given at least ten (10) days advance written notice of any cancellation, non-renewal, changes in policy limits, deductible, or co-insurance or aggregate limits. Any deductible or co-insurance or aggregate limits shall be subject to CMHC's approval which shall not be unreasonably withheld. CMHC agrees that $100,000 is an acceptance deductible or co-insurance. Manager shall use reasonable efforts to maintain "tail"
(m) Until the expiration of four (4) years after the furnishing of any services to be provided under this Agreement make available, upon request, to the Secretary of Health and Human Services or to the Comptroller General of the United States of America, or their duly authorized representatives, this Agreement and books, documents and records which are necessary to certify the nature and extent of reimbursable costs under the Medicare laws.
(n) Comply with all applicable laws (including but not limited to 42 U.S.C. 1395 (nn) (b) or any similar law or regulation), regulations, CMHC policies and procedures, Program policies and procedures and any applicable standards of care.
(o) Use reasonable efforts to resolve any issues regarding acceptability of Out-Patient Program personnel to CMHC personnel and to Out-Patient Program patients which may arise with respect to any of Manager's employees or contracted personnel.
(p) Provide monthly written reports to CMHC regarding all aspects of the operation of the Out-Patient Program.
(q) Commit no act or omission which adversely affects the CMHC license.
(r) Admit patients to the Out-Patient Program (including but not limited to Medicare and Medicaid patients) only if the admission is ordered by a physician on the Out-patient Program staff with admitting privileges.
(s) Provide appropriate utilization review and quality assessment services for all outpatient program patients. Utilization and review extends to filing and pursuing clinical appeals with the fiscal intermediary, Blue Cross & Blue Shield of Phoenix, Arizona.
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