DEPARTMENT MANAGEMENT AGREEMENT
BY AND BETWEEN
Westside Surgical Center
AND
Ariel Medical Management Co., LLC
TABLE OF CONTENTS
Page
CONDITIONS ANDTERMS OFAGREEMENT ………………………………………..………………………. 1
OBLIGATIONS OFMANAGER ………………………………………………………….……………………………. 2
OBLIGATIONSOFHOSPITAL ………………………………………………………………..………………………. 5
MANAGEMENTFEE …..…………………………………………………………………….……………………………. 6
TERM AND TERMINATION ………………………………………………………………….………………………. 8
CONFIDENTIALITY AND NON-SOLICITATION ……………………………………………………………. 9
REGULATORYCOMPLIANCE ……………………………………………………………………………………… 10
COMPLIANCEWITHLEGALREQUIREMENTS………………………………….……………………………12
NOTICE ……………………………………………………….……………………………………………………………… 13
INDEMNIFICATION ……………………………………………………………………………………………………. 14
DISPUTERESOLUTION ……………………………….………………………………………..…………………….. 15
MISCELLANEOUS ……..…………………………………………………………………….…………………………. 16 3
DEPARTMENTMANAGEMENTAGREEMENT
THIS DEPARTMENT MANAGEMENT AGREEMENT(this “Agreement”) dated effective as of
February1, 2016(the “Effective Date”), is entered by and between Lancaster Regional Hospital, LP, a
Texas Limited Partnership (dba, Crescent Medical Center Lancaster) (“Hospital”) and Medical
Weight Management and Rehab.(“Manager”).Hospital and Manager may be referred to in this
Agreement individually as a “Party” and collectively as the “Parties.”
RECITALS:
A. Hospital is a general acute care hospital located in Lancaster, Texas, that provides inpatient and
outpatient services including, but not limited to provider-based location (“[HOPD]Department”) at
(“Premises”).
B. Manager is engaged in the business of providing certain professional, administrative, and
management services to healthcare facilities.
C. Hospital, through its governing body, has concluded that it would further its mission of providing
access to quality, cost-effective Sleep Stu health care to its community by utilizing certain services
available from Manager, and Manager is willing to perform such services, subject to the terms and
conditions of this Agreement.
NOW,THEREFORE, in consideration of the premises and the mutual promises and covenants here in
contained, and for other good and valuable consideration, the receipt and sufficiency of which are
here by acknowledged, the parties here by agree as follows:
ARTICLE I
CONDITIONSANDTERMSOFAGREEMENT
1.1 Appointment. Hospital here by designates and appoints Manager to furnish the services described
in this Agreement at Hospital’s [HOPD] Department, and Manager here by accepts such
appointment. Each Party will use its best efforts to perform its respective duties, responsibilities, and
obligations set forth in this Agreement
1.2 Authority. Hospital’s governing body, through the Hospital’s Administrator and Medical Staff
will have ultimate authority and responsibility for the [HOPD] Department. Hospital will exercise its
control through the implementation of policies, procedures, Medical Staff Bylaws, and Rules and
Regulations. Nothing in this Agreement will be deemed to delegate to Manager any such control or
responsibility. Hospital will continually evaluate, monitor, and supervise Manager’s performance
under this Agreement. Manager will perform those functions set forth in this Agreement or
otherwise delegated by Hospital.
1.3 Patient Care. Subject to the ultimate authority of the Hospital, the Manager will coordinate
And supervise the daily provision of services.
1.4 Relationship. The Parties expressly acknowledge that in performing their respective obligations
under the Agreement, each Party is acting as an independent contractor, and that the personnel
required for the performance of this Agreement who are employed by or under contract with
Manager will not be considered employees of Hospital. Manager and Hospital are not and will not be
considered joint ventures or partners, and nothing in this Agreement will be construed to authorize
either Party to act as general agent for the other. Each Party will cooperate with the other to
reasonably protect each other’s best interest and reputation and to disclose any conflict of interest that
may arise during the term of this Agreement.
ARTICLE IIOBLIGATIONS OFMANAGER
During the term of this Agreement, Manager shall have the following obligations and provide the
following services at its sole cost and expense:
2.1 Coverage. Manager will ensure adequate coverage for the [HOPD] Department as needed.
2.2 Director of [HOPD] Services. Manager will provide a Medical Director of [HOPD] Services for
the [HOPD] Department. The Medical Director of [HOPD] Services will report to the Medical
Executive Committee of Hospital.
2.3 Staffing. Manager will provide adequate professional staff for the [HOPD] Department who are
qualified to perform the tasks of the department. Manager will recruit and train the staff of the
[HOPD] Department, who will be under the direction and supervision of the Director of [HOPD]
Services. All such staff will (i) maintain appropriate licensure to provide services at Hospital; and
(ii) have been granted appropriate privileges or otherwise provided with authorization by Hospital
consistent with Hospital’s Medical Staff Bylaws.
2.4 Manager Personnel. All personnel employed or contracted by Manager to render professional,
management, and administrative services under this Agreement (collectively referred to in this
Agreement as “Manager Personnel” ) will be provided at Manager’s sole expense. Manager
Personnel will in no event be considered as the employees, agents, or servants of Hospital. Manager
will have the full responsibility for wages, vacation pay, sick leave, retirement benefits, social
security, workers’ compensation, disability insurance, unemployment insurance, or employee benefits
of any kind for all Manager Personnel to perform services under this Agreement. Further, Manager
will be responsible for the education, orientation, evaluation, and termination of all Manager
Personnel. All personnel will be eligible to participate in federally funded programs including, but
not limited to, Medicare and Medicaid.
2.5 Scheduling. Manager, in conjunction with Hospital’s representative will schedule [HOPD]
Department personnel (including, but not limited to, Hospital staff described in Section 4.02 of this
Agreement) as necessary to ensure adequate coverage of the [HOPD] Department.
2.6 Supplies. Manager and Hospital will ensure that the [HOPD] Department is adequately stocked
with such supplies as are necessary and appropriate for the operation of the [HOPD] Department.
2.7 Clinical Criteria for Admission. Manager will, in accordance with policies and procedures it
recommends and that are adopted by Hospital’s governing body, implement clinical criteria for
treatments by the [HOPD] Department and provide appropriate evaluation, treatment and disposition
of patients in a manner that satisfies the applicable standard of care.
2.8 Coordination of [HOPD] Medical Services. Subject to the ultimate authority of Hospital,
Manager will coordinate and supervise the provision of medical services provided at the [HOPD]
Department. Manager will ensure HOPD patients receive appropriate medical services with
exceptional customer service including, but not limited to, patient intake, assessment, evaluation,
treatment and disposition, in a manner that meets the applicable standard of care.
2.9 Medical Records Documentation. Manager will document the provision of sleep study medical
services by the [HOPD] Department in Hospital’s medical records in accordance with Hospital’s
policies and procedures, Medical Staff Bylaws, Rules and Regulations (collectively “Hospital
Policies and Procedures” ) .
2.10 Quality Improvement, Utilization Review, and Peer Review. As from time to time requested by
Hospital, Manager will ensure that Manager Personnel participate in Hospital’s Quality
Improvement, Utilization Review, and Peer Review programs designed to ensure regulatory
compliance and enhance the quality of patient care. In addition, Manager and the Director of
[HOPD] Services will assist Hospital in the development and implementation of such programs.
2.11 Surveys. At Hospital’s request, Manager and the Director of [HOPD] Services will participate in
surveys conducted by regulators, licensing bodies, and accrediting bodies pertaining to Hospital and
the [HOPD] Department.
2.12 Operating Policies and Procedures and Laws; Compliance. Manager and Manager Personnel
will comply with all Hospital Policies and Procedures as may be amended from time–to-time.
Manager and Manager Personnel will comply with all applicable local, state, and other governmental
laws and regulations. Manager and Manager Personnel will participate in the corporate compliance
program adopted and administered by Hospital.
2.13 Operating and Procedure Manuals. Manager will recommend and implement Hospital Policies
and Procedures that meet the applicable standard of care for the [HOPD] Department. Upon
Hospital’s request, Manager will assist Hospital in reviewing and revising Hospital’s policies and
procedures for [HOPD] Department services as necessary, for approval by Hospital’s governing
body.
2.14 Outreach, Education and Training. Manager will provide training and continuing education for
all staff providing services in the [HOPD] Department. In addition, subject to Hospital’s prior
approval of such activities, Manager at its own expense will engage in community outreach,
advertising, education, and marketing of Hospital’s [HOPD] Department.
2.15 Reports. Manager, on behalf of Hospital, will make reports required, to governmental
authorities, (e.g., reports such as and without limitation gunshots and controlled substance overdoses
by [HOPD] Department patients, as required by the Texas Health and Safety Code, including,
without limitation as required by § 161.041 and§161.042.
2.16 Other Services. Manager will provide such other general administrative services as may be
required for the operation of the [HOPD] Department in accordance with Hospital Policies and
Procedures. Such other general administrative services will include but not be limited to:
(a) Repair and Maintenance. Manager will be responsible for the repair and maintenance of the
[HOPD] Department, including the repair, maintenance, and replacement of all equipment located at
the [HOPD] Department.
(b) Utilities. Manager will arrange for the provision of electricity, gas, water, telephone, sewage,
cleaning and decorating (interior and exterior), pest control, heating and air conditioning
maintenance, and such similar services reasonably necessary and appropriate for the operation of the
[HOPD] Department.
2.17 Insurance. Manager will obtain, provide and maintain customary workers’ compensation
insurance coverage for Manager Personnel and comprehensive general liability insurance of the types
and coverage amounts as are usual and customary for a business providing services like those
