Terrace Gardens Medical Director RETYPED
Terrace Gardens Medical Director RETYPED
Terrace Gardens Medical Director RETYPED
This Medical Director Services Agreement (“Agreement”) is made as of this 1 st day of January 2020
(“Effective Date”) by and between SSC Colorado Springs Terrace Gardens Operating Company LLC d/b/a
Terrace Gardens Healthcare Center (“Facility”), located at 2438 Fountain Blvd. Colorado Springs, Colorado
80910 and Kurt A. Wever M.D. (the “Medical Director”) and Rocky Mountain Senior Care as the payee.
RECITALS
A. Facility provides skilled nursing and/or long-term care services and wishes to engage Medical
Director to provide the medical director services described in this Agreement.
B. Medical Director is a physician licensed to practice medicine in the state in which the Facility
is located and has agreed to provide medical director services to Facility in accordance with the terms of this
Agreement.
NOW, THEREFORE, in consideration of the promises and mutual agreements contained herein, the
parties, intending to be legally bound, agree as set forth below.
1.1. Services. Medical Director shall be responsible for implementation of resident care policies,
coordination of medical care in the Facility and shall perform such other duties and responsibilities
customary for a medical director in a facility of comparable size to the Facility, and those duties set forth in
Exhibit A. Medical Director shall perform all such duties and responsibilities (“Medical Director Services”)
in accordance with accepted professional standards, all applicable federal, state, and local laws and
regulations, Facility policies, and The Joint Commission standards (if Facility maintains or seeks
accreditation by The Joint Commission), as the same may be revised from time to time.
1.2. Credentials. Medical Director is and shall remain, while this Agreement is in effect, a qualified,
professionally competent, duly licensed physician under the laws of the state in which Facility is located and
have a current DEA (narcotics) number. Medical Director shall submit to Facility proof of a current license
and DEA registration prior to providing services pursuant to this Agreement. Such proof shall be attached to
this Agreement as Exhibit B. Medical Director shall provide further information and complete such forms as
are necessary for the Facility to verify the Medical Director’s credential in accordance with Facility policy.
1.3. Medical Director’s Eligibility to Participate in Federal Health Care Programs. Medical Director
represents and warrants to Facility that: (a) he is not currently excluded, suspended, debarred or otherwise
ineligible to participate in federal health care programs, including the Medicare and Medicaid programs; and
(b) he has not been convicted of a criminal offense related to the provision of health care items or services
that would lead to mandatory exclusion from federal health care programs, but has not yet been excluded.
Medical Director agrees to regularly (but no less than monthly) check the OIG exclusions list in accordance
with State and Federal laws and regulations to assure he has not been excluded from participation in Federal
health care programs, including Medicare and Medicaid programs.
1.4. Representations and Warranties Continuous. Medical Director’s representations and warranties set
forth in this Agreement are continuous in nature. Medical Director shall immediately notify Facility in
writing if any of his representations or warranties ceases to be accurate.
1.6. Compliance with Laws. This Agreement shall be carried out in compliance with all applicable laws,
rules, and regulations, including, but not limited to, those with respect to the following: (i) Title VI of the
Civil Rights Act of 1964, (ii) Section 504 of the Rehabilitation Act of 1973, (iii) the Age Discrimination Act
of 1975, (iv) the Fair and Accurate Credit Transactions Act of 2003 (FACTA) and its implementing
regulations at 16 CFR §681.1 and 16 CFR §681.2; (v) related requirements imposed by the Department of
Health and Human Services (45 C.F.R. Part 80); and (vi) the protection of the rights of residents, including,
but not limited to, rights relative to confidentiality, privacy, quality of care rendered, consumer protection,
and the like.
1.7. Elder Justice Act. The parties understand that through the Elder Justice Act, Congress created
reporting requirements for certain individuals, including Medical Director. Medical Director acknowledges
that he is aware of his obligations pursuant to the Elder Justice Act. Further, Medical Director acknowledges
that he has received a copy of Facility’s policy regarding compliance with the reporting requirements of the
Elder Justice Act. Medical Director shall immediately notify the Facility of any suspicion of a crime against
a Facility resident or and individual receiving treatment at Facility in accordance with that policy.
1.8. Facility Compliance Program and Code of Conduct. Medical Director acknowledges that hi is aware
that Facility’s compliance program is designed to promote compliance by the Facility and its covered
contractors, including Medical Director, with the requirements of Medicare, Medicaid and other federal
healthcare programs. Medical Director further acknowledges that he has received a copy of the Facility’s
Code of Conduct. Medical Director shall immediately notify the Facility of any violations or suspected
violations of the Code of Conduct, including violations of laws governing Medicare, Medicaid and other
federal healthcare programs, by notifying the Facility Administrator or calling the Facility’s Compliance
Hotline as set forth in the Code of Conduct.
2.1. Scheduling. Facility shall coordinate and schedule interdepartmental or committee meetings or
conferences and notify Medical Director promptly of any anticipated need for his/her involvement therein.
COMPENSATION
3.1. Base Compensation. Facility shall pay to Medical Director for the services rendered pursuant to this
Agreement the amount of $200.00 (two hundred dollars) per hour. The Medical Director acknowledges and
agrees that the Facility shall make all payments hereunder directly to Medical Director or his or her practice
and such payments shall satisfy in full the Facility’s payment obligations hereunder. As a condition of
payment, Medical Director shall submit an invoice to Facility within three (3) business days of the end of
each month. The required invoice is attached to this Agreement as Exhibit C. Facility shall pay Medical
Director the amount stated above within forty-five (45) days of receipt of such invoice. As a condition of
payment, Medical Director shall attach a signed W-9 form for the payee identified in this Agreement as
Exhibit D. The parties acknowledge and agree that the foregoing payment is consistent with fair market
value for the medical director services to be provided by the Medical Director hereunder.
3.3. Independent Medical Services. Medical Director may perform professional services as the attending
physician for his/her patients residing at the Facility, which services shall be separate and distinct from the
Medical Director Services provided under this agreement in his/her capacity as the Medical Director. Except
as provided elsewhere in this Agreement or in a separate agreement between the parties as identified in the
master list of agreements maintained by the Facility, all professional fees due to Medical Director for such
services which are performed as attending physician and not in his/her role as Medical Director shall be paid
by the resident, the resident’s family or other third-party payor. In no case shall any fee paid to Medical
Director to his/her patients in his/her capacity as an attending physician.
3.4. Use of Physician Extenders Prohibited. Except otherwise provided in this Agreement, Medical
Director shall perform all duties required under this Agreement personally. Medical Director shall not
employ a nurse practitioner, physician’s assistant or any other physician extender to perform any of Medical
Director Services hereunder, without the prior written approval of the Facility, which approval shall not be
unreasonably withheld.
3.5. Coverage. In the event Medical Director is unable to perform the duties required hereunder for any
period of time due to vacation, illness or other reason, Medical Director shall arrange for another licensed
physician, reasonably acceptable to Facility, to perform the Medical Director Services hereunder on a
temporary basis. Medical Director shall make arrangements to compensate such physician and Facility shall
have no financial obligation to such physician.
4.1. Insurance. During the term of this Agreement, Facility shall maintain at its own expense professional
and general liability insurance and Medical Director shall maintain, at his or her own expense, malpractice
and Professional liability insurance. The insurance obtained by the parties shall have limits of not less than
$200,000 per occurrence and $600,000 in the aggregate per year, or such lower limits as are reasonably
obtainable under then current insurance market conditions. Medical Director shall attach proof of appropriate
insurance as Exhibit E. The Facility’s insurance, described above, shall include coverage for the Medical
Director Services of the Medical Director performed in his capacity as Facility Medical Director. Facility
shall provide evidence of its insurance to Medical Director upon request.
4.2.1. Facility shall be responsible for any and all costs, damages, claims, liabilities or judgments,
which may arise as a result of its (or its employees’ or agents’) own negligence or intentional
wrongdoing. Any cost, including reasonable attorneys’ fees, for damages, claims, liabilities or
judgments incurred at any time by Medical Director as a result of the Facility’s (or its employees’ or
agents’) negligence or intentional wrongdoing shall be paid for or reimbursed by Facility.
5.1. Term. This Agreement shall commence on the Effective Date and shall continue, unless sooner
terminated pursuant to the terms and conditions herein, for a period of one (1) year (“Initial Term”).
Thereafter, the Agreement shall automatically renew for additional one-year term(s) (“Renewal Terms”).
5.2. No Cause Termination. Either party terminate this Agreement a any time without cause upon thirty
(30) days prior written notice of its intent to terminate this Agreement. However, should either party elect to
terminate this Agreement pursuant to this section during the Initial Term, both parties agree that they shall
not enter into a similar agreement with the other for the provision of Medical Director Services until after the
date on which the Initial Term would have concluded.
5.3. Termination for Default. Either party may immediately terminate this Agreement in this event that the
other party shall materially fail to comply with any of the other obligations, liabilities or undertakings
assumed by such party under this Agreement, and such failure shall continue uncured for fifteen (15)
calendar days following delivery of written notice describing such breach the non-defaulting party.
5.4. Immediate Terminate. Facility may terminate this Agreement immediately upon notice to Medical
Director of the occurrence of any one of the following events:
5.4.1. Medical Director dies or becomes disabled for a ten (10) day period or more; or
5.4.2. The Facility ceases operations or is the subject of a change of ownership with a third-party that
is unaffiliated with the Facility’s current operator; or
5.4.3. The Medical Director’s license to practice medicine in any state is suspended, revoked or
terminated, or any state’s Board of Medical Examiners or any other governmental agency having
jurisdiction over physicians initiates any proceeding or investigation for the purposes of suspending,
terminating or revoking any such license or for the purpose of considering any of the foregoing; or
5.4.4. The Medical Director’s authority to prescribe any controlled substance or drug is suspended,
revoked, or terminated, or any authorized governmental agency initiates any proceeding or
investigation for the purposes of suspending, terminating or revoking an such authority or for the
purpose of considering any of the foregoing; or
5.4.5. The Medical Director is convicted of a felony. For purposes of this Section, “convicted” shall
have the same definition as that contained in 42 U.S.C. § 1320a-7(i); or
5.4.6. The Medical Director is suspended or excluded from participation in Medicare, Medicaid or
any other federal or state health care program; or
6.1. General. The Medical Director Services provided by the Medical Director under this Agreement will
involve the use and disclosure of Protected Health Information (as defined below). The parties wish to ensure
Facility’s and Medical Director’s compliance with health information privacy and security rules promulgated
under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and codified at 45 C.F.R.
Part 160 and Part 164, subparts A and C (the “Security Rule”), subparts A and D (the “Breach Notification
Rule”), and subparts A and E (the “Privacy Rule”), all as applicable and as amended, and to ensure that
Medical Director protects the privacy and security of Protected Health Information as further provided in this
Article 6. This Article 6 is intended to apply to any existing relationships between the Facility and the
Medical Director involving the exchange of Protected Health Information.
6.2. Definitions. Unless otherwise defined in this Agreement, all capitalized terms used in this Article 6
have the meanings ascribed to them in HIPAA, the Privacy Rule, the Security Rule, and the Breach
Notification Rule; provided, however, that “Protected Health Information” or “PHI” shall mean Protected
Health Information limited to the information Medical Director received from, or created, maintained,
transmitted, or received on behalf of, the Facility.
6.3. Obligations of the Medical Director with Respect to PHI. With regard to her use and disclosure of
PHI, the Medical Director agrees to:
6.3.1. not use or further disclose PHI other than as permitted or required by this Agreement or as
Required by Law.
6.3.2. use appropriate safeguards to prevent use or disclosure of PHI other than as provided for by
this Agreement. Without limiting the generality of the foregoing, Medical Director will:
6.3.2.1. implement administrative, physical, and technical safeguards that reasonably and
appropriately protect the confidentiality, integrity, and availability of electronic PHI (or
“EPHI”) that the Medical Director receives from, or creates, receives, maintains, or transmits
on behalf of, Facility;
6.3.2.2. ensure that any agent of Medical Director, including a subcontractor, to whom
Medical Director provides such EPHI agrees, in writing, to implement substantially the same
safeguards and other measures to protect such EPHI as set forth in this Agreement; and
6.3.2.3. promptly report to Facility any Security Incident of which Medical Director becomes
aware.
6.3.3. promptly report to Facility any use or disclosure of PHI in violation of this Agreement, as well
as any incident which, in Medical Director’s view, compromises the security of PHI, of which Medical
Director becomes aware. Medical Director shall mitigate any deleterious effects from any use or
disclosure of PHI that Medical Director reports to Facility as provided herein.
6.3.6. make available, in the form, time, and manner reasonably requested by Facility, PHI for
amendment and incorporate any such amendment as directed by Facility to allows Facility to comply
with 45 C.F.R. 164.526.
6.3.7. document any and all disclosures of PHI by Medical Director or her agents, including
subcontractors, as well as any other information related to such disclosures of PHI that would be
required for Facility to respond to an Individual’s request for an accounting of disclosures in
accordance with 45 C.F.R. 164.528.
6.3.8. make available, in the form, time, and manner reasonably requested by Facility, any and all
information document in accordance with subsection 6.3.7.
6.3.9. subject to subsection 6.3.10. and following consultation with Facility, make available to the
Secretary of the U.S. Department of Health and Human Services (“HHS”) any and all internal
practices, books, and records of Medical Director or her agents, including subcontractors, relating to
the use and disclosure of PHI, for purposes of determining Facility’s compliance with the Privacy
Rule.
6.3.10. to the extent permitted by law, immediately notify Facility of any and all request by the
Secretary of HHS for information described in subsection 6.3.9, prior to any release of information
thereunder.
6.3.12. comply with 45 C.F.R. § 164.502(b) regarding the Minimum Necessary standard, which shall
require Medical Director to determine the Minimum Necessary PHI needed for uses, disclosures or
requests of or for Facility’s PHI in order to accomplish the intended purpose of the use, disclosure, or
request, consistent with the terms of this Agreement, and use and disclose only the Minimum
Necessary PHI in order to accomplish the intended purposes of the use, disclosure, or request. If
Facility makes available its Minimum Necessary Policies and Procedures to Medical Director,
Medical Director shall ensure that all uses and disclosures of PHI are consistent with Facility’s
Minimum Necessary Policies and Procedures.
6.3.13. not, directly or indirectly, receive remuneration in exchange for Facility’s PHI without
Facility’s prior written approval.
6.3.14. to the extent Medical Director is to carry out one or more of Facility’s obligations under the
Privacy Rule, comply with the requirements of the Privacy Rule applicable to Facility in the
performance of such obligations.
6.4. Permitted Uses and Disclosures of PHI by the Medical Director. Except as otherwise specified in this
Agreement, and subject to the provisions of this Agreement, Medical Director may make any and all uses
6.5. Obligations of the Facility with Respect to PHI. Facility agrees to notify Medical Director of any
restrictions on uses and disclosures of PHI to which Facility agrees that will impact in any manner the use
and/or disclosure of that PHI by Medical Director under this Agreement. Facility agrees to notify Medical
Director of any changes in, or revocation of, permission by and Individual to use or disclose PHI that will
impact in any manner the use and/or disclosure of that PHI by Medical Director under this Agreement.
Facility agrees to notify Medical Director of any changes in its Notice of Privacy Practices that will impact
in any manner the use and/or disclosure of PHI by Medical Director under this Agreement.
6.6. Breach of Unsecured Protected Health Information. Medical Director shall maintain systems to
monitor and detect a potential Breach of Unsecured PHI, whether the Unsecured PHI is in paper or electronic
form. Medical Director shall provide to Facility notice of any potential Breach of Unsecured PHI within ten
(10) of the first day the potential Breach is known, or reasonably should have been known, to Medical
Director, including for this purpose any employee, officer, or other agent of Medical Director (other than the
individual committing the potential Breach). The notice shall include, to the extend possible, the
identification of each individual whose Unsecured PHI was, or is reasonably believed to have bee, subject to
the potential Breach and the circumstances of the potential Breach, as both are known to Medical Director at
that time. To the extent possible, the description of the circumstances of the potential Breach shall include:
(a) a brief description of what happened, including the date of the potential Breach and the date of the
discovery of the potential Breach; (b) a description of the types of Unsecured PHI that were involved in the
potential Breach; and (c) a brief description of what Medical Director is doing to investigate the potential
Breach, to mitigate harm to individuals, and to protect against any further potential Breaches. Following the
notice to Facility, Medical Director shall conduct further investigation and analysis as is reasonably required,
and shall promptly advise Facility of additional information pertinent to the potential Breach which Medical
Director obtains. Medical Director shall cooperate with Facility with respect to Facility’s determination of
whether the potential Breach is a Breach of Unsecured PHI requiring notifications pursuant to the Breach
Notification Rule.
6.7. Effect of Changes to HIPAA, the Privacy Rule, Security Rule, or Breach Notification Rule. To the
extend that any relevant provision of HIPAA, the Privacy Rule, the Security Rule, or the Breach Notification
Rule is amended in a manner that materially changes the obligations of Medical Director of Facility that are
embodied in the terms of this Agreement, the parties agree to amend this Agreement in order to give effect to
such revised obligations or, if the parties cannot agree on an amendment to this Agreement, terminate this
Agreement.
MISCELLANEOUS
7.1. Independent Contractor. The parties intend that Medical Director shall be an independent contractor in
all things relevant to this Agreement and the performance hereunder. Facility shall not withhold or in any
way be responsible for the payment of any federal, state, or local income or occupational taxes, F.I.C.A.
taxes, unemployment compensation of workers’ compensation contributions, vacation pay, sick leave,
retirement benefits or any other payments for or on behalf of Medical Director. All such payments,
withholdings, and benefits are the responsibility of Medical Director, and Medical Director shall indemnify
and hold harmless Facility from any and all loss or liability arising with respect to such payments,
withholdings and benefits.
7.2. Regulatory Requirements. The parties expressly agree that nothing contained in this Agreement shall
require Medical Director to refer or admit any residents, to or order any goods or services from Facility.
Notwithstanding any unanticipated effect of any provision of this Agreement, neither party will knowingly or
intentionally conduct himself in such a manner as to violate the prohibition against fraud and abuse in
connection with the Medicare and Medicaid programs (42 USC Section 1320a-7b).
7.3. Access to Records. If applicable, pursuant to Section 1395x(v)(1)(I) of the Title 42 of the United
States Code, until the expiration of four (4) years after the termination of this Agreement, Medical Director
shall make available, upon written request from the Secretary of the United States Department of Health and
Human Services, or the Comptroller General of the United States General Accounting Office, or any of their
duly authorized representatives, a copy of this Agreement and such books, documents and records as are
necessary to certify the nature and extend of the costs of the services provided by Medical Director under
this Agreement. Medical Director shall promptly notify Facility of the nature and scope of such request and
shall make available to Facility, upon request, all such books, documents and records. The Medical Director
may not perform any duties required hereunder through a subcontract with any party.
7.4. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be
invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without
being impaired or invalidated in any way.
7.5. Waiver. The failure of either party to insist upon strict compliance with any provision of this
Agreement shall not be deemed a waiver of such provision or of any other provision hereof.
7.6. Successors, Assigns and Subcontracting. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their successors and permitted assigns. Neither party may assign this
Agreement or any rights or obligation hereunder, except that Facility may assign this Agreement and all its
7.7. Governing Law; Applicable Law. This Agreement and the interpretation, construction, and
enforcement hereof shall be governed by and interpreted pursuant to the laws of the state in which the
Facility is located, without giving effect to the conflicts of law provision thereof. In the event that any federal
or state law or regulation is enacted, promulgated, modified, or interpreted to prohibit or materially restrict
the duties and obligations made by one or both the parties to this Agreement, the parties agree promptly to
negotiate in good faith to amend or substitute the Agreement to permit the parties to carry out their original
intentions. In the event that the parties cannot reach agreement as to the terms and provisions of the
amendment or substitute agreement within sixty (60) days, then the Agreement shall immediately terminate
after written notification of such termination has been sent by either party.
7.8. Confidentiality. All documentation and records relating to Facility’s residents shall be and remain the
sole property of Facility, subject to the resident’s rights in such records. Neither Medical Director nor any of
his or her staff shall disclose to any third-party, except where permitted or required by law or where such
disclosure is expressly approved by Facility or the resident in writing, any resident or medical record
information regarding Facility’s residents, and Medical Director shall comply with all federal and state laws
and regulations and all Facility policies regarding the confidentiality of such information. Facility shall
provide copies of its confidentiality policies to Medical Director upon request.
7.9. Notices. All notices hereunder shall be in writing and sent via facsimile, registered or certified mail,
return receipt requested, or via recognized overnight courier services, to the addresses listed at the beginning
of this Agreement. All notices shall be deemed effective on the date of actual receipt, as evidenced by the
return receipt, courier record, facsimile confirmation record or similar document. In the event any notice is
sent via facsimile, a copy of such notice shall also be promptly sent to the other party via first class mail.
7.10. Entire Agreement, Amendment. The Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof and supersedes any and all other agreements and amendments,
either oral or in writing, between the parties with respect to the subject matter hereof. This Agreement may
be amended at any time by a writing signed by the parties hereto.
MEDICAL DIRECTOR:
Kurt Weaver MD
The Physician shall provide the following medical director services; provided, however, the parties
acknowledge and agree that the Physician is not required to provide each of these services every month
during the Initial Term or any Renewal Term of the Agreement.
Maintain a familiarity with current standards of practices in the long-term care setting.
Review resident care policies to ensure they reflect current standards of practice in the long-
term care setting and provide input, as necessary, on how such policies may be revised to
better reflect current standards of practice.
Review and advise Facility regarding standardized procedures, which registered nurses may
utilize in the performance of resident care services.
Assist the Facility in developing, implementing, and reviewing policies and procedures that
ensure residents are offered choices that the promote comfort and dignity.
B. Coordinate medical care in the Facility to insure the adequacy and appropriateness of the medical
services provided:
Assist the Administrator and Director of Nurses in clinical program development and act as a
consultant to the Director of Nurses in matters relating to resident care.
Assist the Facility in assuring that each patient is evaluated at least every thirty (30) days by
the attending physician or an appropriate physician extender.
Assist the Facility in ensuring adequate documentation of patient care and related information.
C. Act as liaison between Facility administration and attending physicians, and be the medical
representative of the Facility in the community:
Assist the Facility in communicating resident care policies to physicians who attend residents
at the Facility,
Be familiar with policies and programs of public health agencies that may affect resident care
programs, and provide medical leadership for research and development activities in geriatrics
and long-term care.
Review patients under consideration for admission, as requested by the Facility Administrator
or Director of Nursing Services, to determine whether such patients are appropriate for the
Facility and whether the appropriate level of medical and nursing care can be provided by the
Facility.
Make regular skin rounds, high-risk patient rounds or other rounds as requested by the
Director of Nurses or his/her delegate.
Provide Facility with assistance with the clinical aspects of the survey process and with formal
and informal appeals of adverse actions by state and federal regulatory agencies. Participate in
licensure and compliance surveys and interact with outside regulatory agencies.
Be available to meet with Facility Administrator and Director of Nursing Services at least
quarterly to review performance under this Agreement and to plan needed future duties.
Participate in developing and disseminating key information and education within the Facility.
Develop and periodically review and update, as needed, key documents governing physician
services.
Assist the Facility in educating and training the Facility staff in areas that are relevant to
providing quality patient care.
Advise the Facility on policies related to the health and safety of staff, visitors, and volunteers.
Serve as a member and participate in meetings of the Quality Assurance Committee and all
other committees under the auspices of the QA committee (e.g., Infection Control, Pharmacy,
Utilization Review, etc.) and such other committees as Facility may designate from time to
time in accordance with Facility policies.
Review reports of incidents and accidents occurring on the Facility’s premises which pose a
potential danger for patients, visitors, or employees of the Facility.
Upon request by the Facility, review employees’ pre-employment and annual health
examination reports.
Assist the Facility in developing and managing both quality and safety initiatives.
F. Other services within the general scope of this Agreement as reasonably requested by the
Administrator.
EXHIBIT B