PIEDMONT ACCESS TO HEALTH SERVICES, INC. Contract Review and Approval

Transcription

1 PIEDMONT ACCESS TO HEALTH SERVICES, INC. Policy Number: SUBJECT: Contract Review and Approval EFFECTIVE DATE: 09/18/2013 REVIEWED/REVISED: 09/02/2014 PURPOSE: This policy defines appropriate channels for the review and approval of formal agreements or contracts between PATHS and other organizations. A Contract is defined as an agreement between two or more parties that is intended to have legal effect. Contracts document a common understanding between the parties as to the essential terms of their agreement, contain mutual obligations, and set forth the agreement s consideration. This policy also applies to Memorandums of Agreement (MOA) and Memorandums of Understanding (MOU). POLICY: 1. Employment Contracts: Letter agreements and contracts designed to commit PATHS to the employment of an individual are prepared by PATHS Human Resources department. 2. Grants and Contracts Funded by External Sources: Some foundations awarding grants and financial support to PATHS require letters of agreements or other contract documents before releasing funds to PATHS. 3. Business Contracts: Business contracts include, but are not limited to: agreements for the purchase, lease, or rental of goods, services or facilities; construction and related professional service contracts; and assignment of the right of a person, group, or agency to use PATHS facilities, name, logo, or other resources. In some cases, PATHS may be the recipient of the product or service or the user of the facility; in other cases, PATHS may be entering into an agreement to provide facilities, products, or services. 4. Review Process for Contracts: A. The procedures outlined below apply to all instances identified above, whether or not a financial consideration is incorporated in the agreement. B. The review process for any contract will consist of two stages. Departmental/Business Unit review takes place in the originating department/business unit and focuses on the business aspects of the contract. The contract is then reviewed as to compliance by PATHS Compliance Officer. Compliance review and approval does not constitute business approval. i. Departmental Review: Prior to the compliance review of the contract, the authorized signatory for that contract in the office where the contract initiated is responsible for reading the contract entirely and determining that, from a business perspective: Page 1 of 8

2 a. The contract terms and conditions, including the duties of the parties, are clear, consistent, and acceptable to PATHS; b. The department or business unit has the necessary funds and resources for this contract; c. The contract is appropriate and is in the best interest of PATHS; d. The services provided are the most feasible for PATHS in terms of quality and cost; e. The contract, if required, is submitted to a formal or informal bid process, or is handled as a purchase order if appropriate; and f. The contract includes the entire understanding between the parties, and that there are no additional oral explanations or promises that are not included in the contract. ii. Compliance Review: After being satisfied with the form and content of the contract, the initiating employee must submit the contract to PATHS Compliance Officer for review prior to signing the contract. Persons negotiating contracts are urged to involve the Compliance Officer early in the process so that problems which might require redrafting of the contract or restructuring of the business agreement can be negotiated early in the process. a. PATHS Compliance Officer will review each contract to ensure that: i. It is consistent with federal and/or state laws; ii. iii. iv. It is consistent with PATHS rules and regulations; It does not contain any prohibited clauses; and Risk management concerns have been addressed. b. The unsigned contract should be submitted via to PATHS Compliance Officer, who may contact you to get more information or to discuss modifications. c. Contract reviews can take up to ten (10) business days. In those cases where the contract requires complex negotiations over terms and conditions, a new contract needs to be drafted, or if there is a signing deadline, you are encouraged to include PATHS Compliance Officer in the process as early as possible. It is also helpful to submit drafts of the contract in advance to allow sufficient time for thorough review. Page 2 of 8

3 d. After reviewing each contract, the document will be returned to the requesting department with a memo indicating that: i. The contract is approved as to compliance standards, in which case the appropriate representative may sign the contract as outlined in Section 5 of this policy; or ii. iii. iv. The contract is approved as to compliance standards with suggested modifications, in which case the signing authority may sign the contract provided that the contractor has agreed to all the modifications; or The contract is returned without approval as to compliance standards with suggested modifications, in which case the contract must be returned to the Compliance Officer after the modifications have been implemented for final approval; or Consultant agreements will be routed to the Human Resources Department if the individual does not qualify as an independent contractor under state and federal guidelines. e. Once the contract has been given final approval by PATHS Compliance Officer and is in final form, the contract can be signed. 5. Signature Authority for Contracts and Binding Agreements: The following individuals have been delegated signature authority based upon the dollar amount of the contract: A. Up to $500: Department Manager/Director; B. Over $500: CEO approval. 6. Retention of Contracts: PATHS Compliance Officer maintains a file for all contracts it reviews, participates in drafting, or requested to assist in, but the primary file maintenance responsibility belongs to the department or unit where the contract file is housed and Accounts Payable if vendor third party payments are required. A copy of the fully executed contract should be submitted to PATHS Compliance Officer and to Accounts Payable if payments are required. 7. Responsible Position: PATHS Compliance Officer is responsible for the Contract Review and Approval Policy. Questions regarding the contract review process and/or contract negotiations should be directed to PATHS Compliance Officer. SIGNATURES: Chief Executive Officer Chief Operating Officer / / Date / / Date Page 3 of 8

4 Date of Contract Review: / / Contract Review Checklist Contractor s Name: Contractor s Address: Contractor s Phone: - - Contractor s Fax: - - Contractor s PATHS Department in Primary Focus of Contract: 1. Does the contract diminish PATHS role in carrying out activities? Yes 2. Does the contract cause PATHS to serve as a conduit to another entity for a grant award and/or other benefits? 3. Does the contract vest in the affiliating partner inappropriate authority to oversee or approve key aspects of PATHS activities? 4. If the contract involves substantive work from, or the services of, the Finance Director, Chief Medical Officer, or the majority of the primary care providers (based on PATHS entire scope of project), has PATHS provided sufficient justification for the performance of the work by a third party in terms of efficiency and effectiveness of providing services in this manner? 5. Will PATHS mission be maintained and/or expanded? 6. Will the contract impact PATHS compliance with integrity and autonomy requirements? 7. Will PATHS remain accountable to the Bureau of Primary Health Care for 330-related contracted services? Page 4 of 8

5 8. Has PATHS determined that program viability is maintained and programmatic benefit is derived from the contract? Programmatic benefit includes: (1) continued or improved access (i.e., increased capacity evidenced by additional services provided and/or more people served); (2) improved expertise (i.e., management, financial, and/or clinical); (3) increased capital (i.e., increased working capital, improved infrastructure, more efficient use of available resources); and/or (4) maintained or improved quality of care (i.e., improved services, as measured through patient satisfaction, and/or improved care, as measured through improved health outcomes). 9. Is the contract written in clear and unambiguous language? 10. Does the agreement identify the term of the agreement and, if so, is the term a minimum of one year? 11. Does PATHS reasonably expect that the scope of the agreement will contribute meaningfully to the services provided to PATHS underserved population? 12. If the answer to number 11 above was yes, can PATHS document the basis for this expectation? 13. Does the agreement provide terms and mechanisms for billing and payment? 14. If the affiliate is providing services to PATHS or PATHS patients on behalf of PATHS, does the agreement provide that all patients receiving services under the agreement are considered patients of PATHS? 15. Does the agreement require that all services be provided to all patients, regardless of their ability to pay? 16. Does the agreement specify goods, items, services, donations, etc., to be provided to PATHS? 17. What is the nature of the goods, items, services, donations, etc.? 18. Does the agreement specify the compensation required, or a fixed methodology by which compensation will be established? 19. If the services are provided on a periodic, sporadic, or part-time basis, does the agreement set forth a corresponding payment schedule? 20. Is any compensation related to the affiliation commercially reasonable, consistent with fair market value (or, alternatively, does the arrangement comply with the requirements of the Anti-Kickback Statue and Federally- Funded Health Center Safe Harbor statue) and does not vary based on the volume or value of referrals or business generated (directly or indirectly) between the parties? 21. Does the agreement specify that the services to be performed under the agreement do not involve the counseling or promotion of a business arrangement or other activity that violates federal or state law? 22. Does the agreement prohibit any restriction on PATHS ability to contract with other vendors, suppliers and/or vendors? Clinical Administrative Page 5 of 8

6 23. Does the agreement contain a provision stating that neither party is under obligation to refer patients or business to their party as a result of this agreement? 24. Does the agreement state that PATHS providers retain the ability to refer patients based on professional judgment, and that ultimately, patients retain the freedom to see whomever they choose? 25. In the case of a sole corporate member, or similar parent-subsidiary structural model, does PATHS retain rights allowing it to meet all board selection and composition requirements? 26. Does the agreement permit third parties to select or appoint the majority of the board members, majority of the non-consumer members, the majority of the members of the Executive Committee, or the Chair of the Board? 27. Does the agreement preclude the selection of, or require the dismissal of, any PATHS board member who is not selected by that party? 28. Does the agreement provide an overriding approval authority, veto authority, or dual majority power? 29. Does the agreement have the authority to select, employ, or dismiss the CEO? 30. Does the agreement have the authority to select, employ, or dismiss the CFO, COO, or CMO? 31. Does the agreement have the authority to hire the majority of PATHS providers? 32. Does the agreement contain affirmative safeguards that preserve the authority of PATHS Board of Directors to establish policies and procedures relating to PATHS operation as required under Section 330 of the Public Health Service Act? 33. Does PATHS Board of Directors retain the right to prepare and adopt the overall strategic and operational plan, budget, personnel policies, and financial management practices? 34. Does the agreement require that each party provide services in accordance with relevant state and federal laws, regulations, policies, and expectations, including Section 330-related requirements? 35. Does the agreement require generally accepted principles and practices (GAPP)? 36. Does the agreement require the affiliate to assure that its personnel performing services satisfy PATHS professional qualifications including credentialing and privileging requirements? 37. Does the agreement compromise the CEO s general oversight authority over the approval, performance, and/or suspension, removal, and replacement of contracted personnel? 38. Does the agreement require that the affiliate to furnish PATHS programmatic and/or financial reports pertaining to the services provided under the agreement as deemed necessary by PATHS for monitoring and oversight? Ye s No Page 6 of 8

7 39. Does the agreement contain a confidentiality provision that prohibits disclosure of any business, financial, or other proprietary information, which is directly or indirectly related to PATHS and obtained as a result of services performed under the agreement unless PATHS gives prior written authorization for the disclosure, or if the disclosure is required by law? 40. Does the agreement contain a confidentiality provision that prohibits unauthorized use or disclosure of patient information consistent with all applicable federal and state laws including the requirements of HIPAA, as well as PATHS policies regarding confidentiality and privacy? 41. If the agreement includes an option to renew, is it conditional upon the availability of grant funds? 42. If the agreement includes an option to renew, is it conditional upon the renegotiation of key terms? 43. Does the agreement give PATHS the right to terminate in the event that the affiliate materially breaches any of the agreement s terms and conditions? 44. Does the agreement give PATHS the right to terminate in the event that the affiliate loses its license or other certifications necessary to perform services under the agreement? 45. Does the agreement give PATHS the right to terminate in the event that the affiliate fails to maintain insurance? 46. Does the agreement give PATHS the right to terminate in the event that the affiliate fails to remain eligible to participate in the Medicare and Medicaid programs or other federal health care programs? 47. Does the agreement give PATHS the right to terminate the agreement in the event that PATHS determines that continuation could jeopardize the health, safety, and/or welfare of PATHS patients? 48. Does the agreement permit termination in the event that the Department of Health and Human Services terminates, suspends, or materially reduces PATHS grant award or fails to approve the agreed-upon arrangement for services? 49. Does the agreement contain a governing law provision that identifies the applicable federal and state laws governing PATHS? 50. Does the agreement identify the independent contractor relationship of the parties and appropriately allocate the parties obligations with respect to insurance and/or indemnification? Note: FTCA does not cover indemnification of third parties. 51. Does the agreement contain a provision that identifies the federal laws with which the other party must comply, such as applicable civil rights laws prohibiting discrimination, in accordance with 45 CFR Part 74 Appendix A? Page 7 of 8

8 Comment(s): Compliance Finding (Initial one of the following): The contract is approved as to compliance standards, in which case the appropriate representative may sign the contract as outlined in Section 5 of this policy. The contract is approved as to compliance standards with suggested modifications, in which case the signing authority may sign the contract provided that the contractor has agreed to all the modifications. The contract is returned without approval as to compliance standards with suggested modifications, in which case the contract must be returned to the Compliance Officer after the modifications have been implemented for final approval. Required modification(s) (If applicable): SIGNATURE: Compliance Officer / / Date Page 8 of 8