Pre and Post Execution

1

2

#1

Contract auditing begins before the contract is executed and continues until performance is no longer required.

#2

“doveryai no proveryai”

3

In 1998, comedian Dana Carvey underwent double-bypass surgery to relieve an arterial blockage.

When Carvey’s symptoms were not relieved, a diagnostic angiogram proved that a healthy artery had been bypassed instead of the unhealthy artery.

The surgeon’s defense was that Carvey’s anatomy was unusual and, therefore, he was not to blame for the mistake.

With a few exceptions, patients and surgeons generally do not have written contracts.

Instead, patients like Dana Carvey rely on an unwritten, implied contract the surgeon will do what he said he would.

All contracts, whether implied or in writing come down to promises and expectations.

4

Contract negotiation is a pre-execution audit of your contract.

Once a contract is executed, contract terms are fixed.

Pre-execution audits are critical to post-execution contract performance.

A contract provided by the vendor generally favors the Vendor.

Vendor’s should be open and willing to negotiate contract terms.

Once a contract is executed, performance is required

If performance under a provision isn’t possible, that provision should be revised or struck

5

Disseminate key provisions

Stakeholders should analyze provisions that affect their respective processes and personnel

Stakeholders should be clear on what is expected under the contract

Parse-out and delineate specific “action items” to determine what is or is not possible

“Action items” that cannot be performed in strict accordance with the contract should be revised or struck

6

Contract execution is traditionally undertaken as an administrative function with little input from department personnel or end-users.

HOWEVER

Once executed, performance under a contract can become a house-wide obligation.

Share contract performance details with affected departments and staff.

Implement policies and guidance that are easily referenced, are informative, and are consistently practiced.

A breach of contract typically occurs because the requirements of a contract are unclear or unknown by those tasked with performance.

7

Contract Approval PolicyDo you have one?Do you follow it?How do you know?

Contract Review ChecklistLists key contracting policy requirements

Required insurance limitsRequired clausesTerm and termination requirementsWhen review by legal counsel is required

Contract Approval Form Acts as a cover sheet Provides key information about the vendor, the product or service, Indicates stakeholder departments have reviewed and signed-offIndicates when a compliance or legal review was requiredRequires sign-off of department administrator(s)Assists with set-up in contract database

Don’t Forget:

Sanction Checks

Corporate Integrity Agreements “CIA”

8

Vendor provides service for benefit of hospital’s patients

Language should be reflect hospital’s intent to control the service

This should be reiterated throughout the contract

CMS is very clear that hospitals must administrate control and manage these services as they would if they were providing the service

When hospital is the provider, the expectation is reversed.

9

Keeping language narrow allows an organization to

Convey specific behavior and expectations

Compel compliance

Keeping language broad allows an organization to

Convey specific behavior and expectations

Compel compliance

Revise expectations when processes, policies, technology, regulations, etc., change

10

Parse out specific required "action items“

Develop processes and strategies for carrying-out required “action items”

Develop a strategies and methodologies for monitoring, measuring, and reporting when and how “action items” are carried out

Develop a policy and protocol for when, how, and to whom those there or not those "action items' are being met

What does the contract say about payment?

What is required before the physician is paid?What processes are in place?Are those processes being followed?Are those processes being followed for every physician payment?How do you know?

What is required for contract renewal?What processes are in place?Are those processes being followed?How do you know?

11

Assigning and managing contract review and approval workflow

Tracking draft versions and communication

Assists to satisfy Stark regulation for cross-referencing/master list

Manage tracking , notifying, and reminding of upcoming renewal and expiration

Tracking contract language discrepancies by centralizing notes and commentary

Tracking and storage of audit data and documentation

Manage tracking of TJC clinical performance monitoring

Tracking, monitoring, and reporting audit data

12

If You Only Remember Two Things

13

14

Kristen Walker, BSLS, Paralegal Contract Compliance Specialist

kristen.walker@lmh.org

Thank you!!!!

15