Signed
Section E · Agreements (1099 Contractors)
Independent Contractor Agreement
This Agreement is effective as of the date signed below, and is by and between Home Health Solutions Group, Inc., a Florida corporation ("Company"), and the undersigned Contractor. This document contains the full legal text of your independent contractor agreement. Read every section carefully before signing.
Recitals
WHEREAS, the Company is primarily involved in the business of providing Home Health Services to persons requiring these services; and
WHEREAS, the Company wishes to engage the Contractor and the Contractor wishes to be so engaged, to provide Home Health Services to persons designated by the Company, as an independent contractor, upon the terms and conditions contained below;
NOW, THEREFORE, in consideration of these premises, mutual promises, covenants, terms and conditions contained herein, and other good and valuable considerations, the receipt and sufficiency of which are acknowledged by the parties, the parties agree as follows:
1. Services
Contractor shall provide, directly to Home Health Services persons designated by the Company, services at such times and at such places as shall be agreed to between the Company and the Contractor. Contractor agrees that all patients are accepted for services only by the Company.
2. Compensation
The contractor shall be entitled to receive from the Company a payment with respect to each service provided by the Contractor to persons designated by the Company, which compensation is (and shall be paid) as set forth under Exhibit "A" labeled and attached hereto and initialed by the parties hereto. Contractor shall not be entitled to any other compensation, and Contractor shall not be entitled to receive any reimbursement for any costs or expenses incurred by the Contractor or bill patient if services are not paid by Company. In connection with services provided by the Contractor, the Contractor shall prepare and provide to the Company, as may be reasonably requested, all reasonable documentation of such services in order that the Company, or any other entity designated by the Company, may comply with appropriate Federal and state laws with respect to the reimbursement by the Company, or such other entity, of the payments by the Company to the Contractor as compensation herein.
3. Contractor's Representations
Contractor represents to the Company that Contractor is, and will continue to be during the term of this Agreement, duly licensed as necessary in the State of Florida to provide the services hereunder, and the execution of this Agreement by the Contractor does not conflict with any other agreement to which the Contractor is a party. Contractor also represents that Contractor will perform hereunder without negligence and in compliance with all applicable laws including, without limitation, professional regulations. Contractor will dress appropriately while providing services.
4. Insurance
Contractor shall be responsible for obtaining and maintaining appropriate levels of professional liability insurance to cover the Contractor's performance hereunder. Contractor is required to provide Company a valid Certificate of Insurance reflecting professional liability insurance coverage immediately upon the request of Company. In addition, Contractor is required to maintain automobile liability and personal injury protection insurance and shall provide proof of such insurance to the Company whenever requested. The Contractor is not covered by the Company Worker Compensation insurance. Contractor must immediately notify Company if the Contractor's professional liability, automobile or PIP insurance is terminated, expires or is reduced, whether such action was initiated by the insurance Company or the Contractor.
5. Term
This Agreement shall commence as of the date first written above and shall continue for successive one (1) year terms, unless sooner terminated as follows: (i) this Agreement may be terminated by either party hereto upon thirty (30) days' written notice prior to the commencement of the successive one (1) year period; (ii) this Agreement may be terminated by the Contractor if the Company fails to pay any compensation due to the Contractor hereunder within forty-five (45) days of the Company's receipt of written notice of demand for payment from the Contractor; (iii) this Agreement may be terminated by the Company at any time without notice in the event the Contractor breaches any covenant or representation under this Agreement; or (iv) this Agreement may be terminated at any time upon mutual written consent of the parties.
6. Independent Operation and Indemnity
The parties acknowledge that neither (I) the Contractor, nor (ii) the Company, or any of their affiliates (including, without limitation, principals, employees, agents and executive officers, if any), shall be deemed hereunder joint ventures, principals, partners, employees or agents of the other party hereto; provided all of the duties, obligations and responsibilities of the Contractor, and all activities with respect to the satisfaction of the foregoing, shall be conducted by the Contractor independent of the Company as an independent contractor. The Contractor shall indemnify and hold the Company harmless from any and all claims of every kind and description whatsoever asserted against the Company arising out of the performance by the Contractor of Contractor's duties, obligations and responsibilities hereunder.
Notwithstanding anything contained herein, the Contractor shall not be permitted to delegate any of the Contractor's duties hereunder to any employee, not employed by the contractor, and for which the company has not received a completed and updated personnel file. Notwithstanding anything contained herein, the Contractor shall not be permitted to delegate any of the Contractor's duties hereunder to any agent or other person without the written consent of the Company. The Contractor is not entitled to participate in any plans, arrangements or distributions of the Company in connection with any pension, stock, bonus, profit sharing or any other plans or benefits paid or made available to regular employees of the Company. Contractor shall have general control of Contractor's activities with the right to exercise independent good judgment as to the manner (but only as permitted hereunder) of servicing patients, customers and otherwise carrying out the provisions of this Agreement. In acting as an independent contractor hereunder, Contractor shall be required to make arrangements for insurance, licenses and permits and for the payment of income taxes and social security taxes with regard to any payments received by Contractor and Contractor's services.
7. Restrictive Covenant and Confidentiality
All statistical, financial and personal data relating to the patient which is confidential and which is clearly designated as such, will be kept in the strictest of confidence by Contractor and Company. Accordingly, Contractor agrees not to compete with Company for those patients and legal entities Contractor has serviced under this Agreement.
The Contractor acknowledges and agrees that information concerning the patients, suppliers, office files, procedures and policies, and other aspects of the business of the Company, is confidential, and in connection therewith, the contractor agrees not to use or disclose any such information at any time except as permitted under or as otherwise permitted in writing by the Company. The contractor complies with all state, local federal and accreditation laws and rules as applicable. The Contractor agrees to immediately surrender all such information in the possession or control of the Contractor, including all reproductions thereof, upon any termination of this Agreement.
The Contractor hereby agrees and acknowledges that (I) this Section and each of its provisions are reasonable as they relate to restrictions and limitations upon the Contractor, (ii) neither this Agreement nor this Section will operate as a bar to the Contractor's sole means of support, (iii) this Section may be enforced by the Company through use of an injunction or any other equitable remedy given the amount of damages to the Company for a breach of this Section, in addition to any other remedies the Company may have hereunder or under law, (iv) the Company shall be entitled to reimbursement from the Contractor for legal fees, costs and expenses incurred by the Company through all appeals, if any, to enforce this Section (v) this Section shall survive any termination of this Agreement; and (vi) if any provision of this Section is deemed unenforceable by a court of competent jurisdiction for whatever reason, such term shall be substituted with such term of immediately lesser duration or effect which shall be deemed enforceable.
8. Disclosure and Access
Contractor agrees and acknowledges that it will promptly notify Company, in writing, of any inquiries, investigations, complaints, and any disciplinary actions taken by any entity based on the Contractor's actions or inactions. Contractor hereby authorizes any entity regulating or supervising the Contractor to release to Company all information relating to such complaint or disciplinary action. Contractor also agrees to provide Company access, upon request, to the Contractor's books, documents, and records. Contractor also agrees to allow federal and state agents access to books and records to verify the costs and reasonableness of the services furnished.
9. Third Party Beneficiaries
This Agreement has been entered into solely for the benefit of the parties hereto and in no event whatsoever shall any other party or parties be deemed a third party beneficiary or beneficiaries of this Agreement.
10. Company Responsibilities Under This Contract
Both Company and Contractor agree that the Company has the following responsibilities under this contract:
- Admitting clients for services/care and maintaining all records of visits within the company patient record.
- Scheduling of delivery/visits.
- Specifying types and time frames for Company required documentation to be completed and submitted to Company.
- Providing Contractor review and agreeing to comply with the policies and procedures including personnel, specifically addressing Contractor's qualifications and job duties/responsibilities.
- Client assessments, re-assessments, formulation and revision of service plans and discharge planning, visit schedule for Home Health Services visits. Overall responsibility for supervision of personnel. Contractor shall participate with Company in these activities as qualified and stipulated in Contractor's agreement.
- The Company will make all payments to the contractor on a biweekly basis, Friday, if all documentation is in for those services specified and completed to agency policies and procedures, as per contract.
- The Company will perform first on-site evaluation, 90-day and annual evaluations/competency of the contractor's staff performing services, in the home, for the Company. This will be done with a professional of the same discipline and the DON/designee provided by the Company and arranged with the contractor to be done at the time of the home visit of the contractor staff. The Company may also make unannounced visits to ensure that the agency care/services are being performed as per agency policies and procedures.
Contractor Responsibilities Under This Contract
Both the Company and the Contractor agree that the Contractor has the following responsibilities under this contract:
- Contractor will provide to the agency all documentation of services/care performed no later than every other Wednesday by 5:00 PM for the preceding 2 weeks.
- Follow scheduled visits and notify agency of any changes immediately.
- Maintain and comply with all agency policy and procedures including, but not limited to, personnel qualifications, orientation, competencies, required backgrounds, and Medicare conditions of participation when applicable.
- Under Company responsibilities, Contractor shall participate with the Company in these activities as qualified and stipulated in Contractor's agreement including but not limited to case conferences, participation in developing plans of care and QA.
- Contractor will assist as per Company with evaluations/competency.
- Contractor will provide agency with all specified personnel files as per agency policies and procedures. These must be reviewed and approved for completeness by the Company. Contractor must have completed agency orientation with agency policies and procedures before date of hire can be established and first case to be assigned.
- Company is responsible for the following: client assessments, re-assessments, formulation and creation/revision of service plans and discharge planning, visit schedule for Home Health Services visits. Contractor shall participate with Company in these activities as qualified and stipulated in Contractor's agreement.
- Will maintain all requirements as outlined in the Social Security Section 1861(w). The agency will run annually an OIG exclusion. Contractor may not be: denied Medicare or Medicaid enrollment; excluded or terminated from any federal health care program or Medicaid; had its Medicare or Medicaid billing privileges revoked; or denied from participating in any government program.
11. Miscellaneous
This Agreement shall be governed by Florida law, with the sole venue for any action, suit or proceeding arising hereunder to be Miami-Dade County, Florida. No amendment to or assignment of this Agreement will be valid unless in writing and signed by the parties signing below. This Agreement may not be waived unless such waiver is in writing and signed by the waiving party. Each party acknowledges having been represented by independent legal counsel in connection with this Agreement or having waived such right. This Agreement sets forth the entire agreement of the parties as to the subject hereto and supersedes any prior agreement. Each party will execute such reasonable documents and take such reasonable action as may be reasonably requested to give effect to this Agreement. All costs and expenses of the parties in connection with this Agreement shall be borne by each such party incurring such costs and expenses. This Agreement may be executed in any number of counterparts.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
Signatures
Contractor signature.
Company Representative
HHSG Administrator / Designee.