strathmere lodge - physiotherapy services

SERVICE AGREEMENT

THIS AGREEMENT made as of the 1 day of March, 2012

BETWEEN:

Centric Health Corporation

Seniors Wellness

(hereinafter called "Centric")

and –

Strathmere Lodge

(hereinafter called "Home ")

The parties hereto have agreed as follows:

1. Term and Termination

1.1 The initial term shall be for a three (3) year period, commencing March 1, 2012, renewing

automatically for subsequent one (1) year periods. After the initial term, either party may terminate this

Agreement on each anniversary date, without cause by providing sixty (60) days notice of termination

to the other.

1.2 Either party may also terminate this Agreement, effective immediately upon the giving of written notice,

if the other shall a) file or have filed against it a petition in bankruptcy or be adjudicated bankrupt, b)

make a general assignment for the benefit of its creditors, c) be voluntarily or involuntarily dissolved or

have a receiver, trustee, or other court officer appointed with respect to its property d) be unable to pay

its monetary obligations as they become due, e) if the Ontario government imposes any changes to the

funding for physiotherapy currently available under Schedule 5, or f) if Home receives any

communication in writing from the Ministry of Health that it is dissatisfied with the performance of

Centric in connection with the treatments or services provided by Centric or otherwise, and the problem

is not immediately remedied by the Centric to the satisfaction of the Ministry of Health.

1.3 If either party is in breach of any material obligation under this Agreement, the other party may

terminate this Agreement on thirty (30) days notice to the other. Such notice shall specify the nature of

the breach. If the breach is remedied by the defaulting party within the thirty (30) day period, the

termination notice shall be of no effect.

February 21, 2012 3 of 12 11 . B. 1 - CW Action

2 Responsibilities of Centric

2.1 Centric agrees to assign at least one Physiotherapist, registered with the College of Physiotherapists of

Ontario to visit the Home on a regular and as needed basis. At the discretion of the Physiotherapist(s),

with authorization from the Home, and in compliance with the College of Physiotherapists of Ontario,

the physiotherapist(s) may delegate the administration of specific treatment to qualified support staff

employed by the Home, the Centric or the Physiotherapist(s).

2.2 Centric shall ensure that any worker represented as a registrant of any College or licensing body is in

fact currently registered or a member, and in either case, in good standing, and shall, upon request,

provide photocopies of the appropriate documentation confirming the registration or membership.

2.3 Centric shall ensure appropriate background checks in respect of any workers to be supplied to the

Home, including appropriate reference checks, and either a vulnerable persons screening or a criminal

record check. Any worker who has undergone vulnerable persons screening, or a criminal record

check, and has presented either document with any outstanding record or areas of concern will not be

assigned to work in the Home unless that information has been made available to the Home, and the

Home has agreed the individual can be assigned.

2.5 Centric agrees to cause the Physiotherapist(s) to:

i) Assess all residents at the Home for which a Physiotherapy Assessment is requested by a

physician, nursing staff, resident’s family or the resident and for which a Physician’s

referral has been written.

ii) Provide physiotherapy treatment and other related services (herein referred to as

“services”) to residents of the Home, when indicated, at no charge to the resident or to

Home. Refer to Appendix A for a list of “services”.

iii) Document assessment findings and treatment details in resident care plans or any other

documentation vehicle in place at the Home.

vi) work in consultation with the nursing department, and rehabilitation/activation

department(s) of the Homes to set goals and plan activities which support a restorative

care philosophy and foster independence in mobility, dining, dressing, bathing,

communication and other activities of daily living,

vii) Comply with all requirements required by Ministry of Health, the College of

Physiotherapists, and any other applicable governmental authority in respect of the

treatments and services provided at the Home.

viii) Respect and maintain the confidentiality of information concerning residents, residents’

family or friends, employees of the Home, or their own information

ix) To never solicit or accept employment from a resident, or to offer or provide alternate

accommodations or services to a resident.

x) Respect the law and specifically, not engage in illegal activities on the Home’s premises,

or illegal activities in connection with their work assignment, or which might reasonably

reflect on their work assignment.

xi) Abide by all relevant employment legislation, including occupational health and safety

legislation, and workers’ compensation legislation.

2.6 Centric agrees:

i) To provide the Physiotherapist(s) with supplies and equipment necessary to provide

effective physiotherapy treatment to residents of the Home.


ii) To provide regular and ongoing education and training opportunities, including training

in Restorative Care, to the Physiotherapist(s) providing the “service” at the Home.

iii) To provide regularly scheduled training sessions in basic skills and Restorative Care, for

any support staff employed by the Centric or the Physiotherapist, assisting in the

provision of the “service” to the Home, to ensure a high level of competency and quality

of treatment.

iv) to make best efforts to accommodate requests by the Home for changes in the

Physiotherapist(s) and support staff and the amount of time the Physiotherapist(s) and

support staff are at the Home.

v) to provide an on going Quality Assurance Program specific to the “services” being

provided at the Home and conduct a formal review of this service on an annual basis.

vii) To provide posters and brochures to Home promoting the benefits and availability of

physiotherapy in the Home.

3 Responsibilities of Home

3.1 Home agrees:

i) to provide the Physiotherapist(s) and support staff employed by the Centric or the

Physiotherapists(s) with reasonable access to all appropriate resident records at the

Home.

ii) to orient the Physiotherapist(s) and support staff to the Home and ensure they are versed

in the policies and procedures of the Home.

iii) to designate a specific staff person at the Home to liaise with the Physiotherapist(s),

support staff and Centric support and management staff on a regular basis.

iv) to communicate the priorities and specific needs of the residents of the Homes to the

Physiotherapist(s).

v) to report any concerns with the service, Physiotherapist(s) or the support staff to

management of Centric.

vi) to use reasonable efforts to ensure that a “Consent for Physiotherapy Treatment” and a

physician’s referral is in place for all residents receiving physiotherapy at the Home.

vii) to use reasonable efforts to ensure that staff of the Home participate in regular meetings

and Quality Assurance Reviews with the management staff of Centric.

xii) to promote the benefits and availability of physiotherapy in the Home by displaying a

reasonable number posters and brochures provided by Centric, the placement and number

of which is to be determined in Home’s sole and subjective discretion.

4 Fee

4.1 There will be no fee charged to Home or the residents of Home for the “services” as listed in Appendix

A of this Agreement unless specified.

4.2 Should additional services be requested by Home, which fall outside of this Agreement, these services

will be provided at fair market value or a price negotiated between Centric and the Home.


5 Ownership and Confidentiality

5.1 Any items (i.e. treatment and assessment protocols, forms, etc) developed solely by Centric at its own

expense, for general use or specifically for Home, are and shall remain the sole property of Centric.

Home shall be entitled to use such items during the term of this Agreement.

5.2 Any items developed by Home at its own expense, in connection with this Agreement, are and shall

remain the sole property of Home. Centric shall be entitled to use such items during the term of this

Agreement. 5.3 Any items developed jointly by Centric and Home, will be the joint property of Centric and Home , and

may be used by both parties in connection with business unrelated to this Agreement.

5.4 For the purposes of this section, "Confidential Customer Information" means any data or information of

Home, its affiliates or their residents that is private or confidential in nature and is not generally known

to the public. Without limitation, it shall include the financial terms of this Agreement, resident’s lists,

personal and medical information concerning residents, systems designs, business plans, marketing

strategies, supplier lists and financial information. 5.5 Home and Centric agree that all personal and medical information concerning residents will be regarded

as confidential and the parties will comply with any privacy legislation in force in Canada. More

particularly Centric agrees to abide by the relevant terms of Home’s privacy guidelines.

5.6 Centric agrees that all Confidential Customer Information will remain the property of Home and its

affiliates. Centric shall not disclose such information to any third party without the prior written consent

of Home except in confidence to those employees and consultants of Centric who need to know the

information in order to perform their obligations under this Agreement. Centric acknowledges that if it

breaches this obligation, monetary damages may not be a sufficient remedy or protection for Home and

therefore Home shall be entitled to injunctive or other equitable relief as may be deemed proper or

necessary by a court of competent jurisdiction. This obligation shall survive the termination of this

Agreement. 5.7 The obligation of non-disclosure of Confidential Customer Information as set forth above shall not apply

to any data or information that:

(a) Was independently developed by Centric having no access to the Confidential Customer

Information;

(b) Was rightfully received by Centric from a third party without restrictions on disclosure or use;

(c) Is or subsequently becomes part of the public domain through no fault of Centric, or

(d) Is required to be disclosed pursuant to applicable laws, regulations or court order, provided that

Centric has given Home the opportunity to defend or limit disclosure. 5.8 For the purposes of this section, "Confidential Centric Information" means any data or information of

Centric and its affiliates that is private or confidential in nature and is not generally known to the public.

Without limitation, it shall include the financial terms of this Agreement, computer software programs


and documentation, systems designs, rehabilitation protocols and algorithms, business plans, marketing

strategies, supplier lists and financial information.

5.9 Home agrees that all Confidential Centric Information will remain the property of Centric and its

affiliates. Home shall not disclose such information to any third party without the prior written consent

of Centric except in confidence to those employees of Home who need to know the information in order

to perform their obligations under this Agreement. Home acknowledges that if it breaches this

obligation, monetary damages may not be a sufficient remedy or protection for Centric and therefore

Centric shall be entitled to injunctive or other equitable relief as may be deemed proper or necessary by

a court of competent jurisdiction. This obligation shall survive the termination of this Agreement.

5.10 The obligation of non-disclosure of Confidential Centric Information as set forth above shall not apply

to any data or information that:

(a) Was independently developed by Home having no access to the Confidential Centric

Information;

(b) Was rightfully received by Home from a third party without restrictions on disclosure or use;

(c) Is or subsequently becomes part of the public domain through no fault of Home; or

(d) Is required to be disclosed pursuant to applicable laws, regulations or court order, provided that

Home has given Centric the opportunity to defend or limit disclosure.

5.11 Each party agrees to return to the other, any confidential information relating to the other party

(including copies) immediately upon termination of this Agreement.

6. Indemnification

6.1 Centric shall indemnify and save harmless Home, and manager of the Home, and its directors, officers

and employees from any and all actions, claims, expenses and liability which may be asserted against or

incurred by them in connection with anything done by Centric under this Agreement or otherwise and,

for greater certainty, in connection with any services or treatments provided by Centric, its employees,

agents or therapist provided by Centric pursuant to this Agreement, except for liability resulting from

negligence or willful misconduct of Home or the manager.

6.2 Home shall indemnify and save harmless Centric, and its directors, officers, agents and employees from

any and all actions, claims, expenses and liability which may be asserted against or incurred by them in

connection with anything done by Home under this Agreement or otherwise, except for liability

resulting from negligence or willful misconduct by or on behalf of Centric including, without limitation,

its employees, agents or therapist provided by Centric pursuant to this Agreement.

7. Insurance

7.1 Centric will maintain adequate insurance coverage against third party claims under general liability and

professional malpractice policies. Such policies will provide coverage of not less than two million


dollars ($2,000,000) per occurrence. Centric will provide certificates of insurance evidencing such

coverage upon request by Home.

8. Assignment

8.1 This Agreement may be assigned to an Affiliate of Centric but may not be assigned to a non-

Affiliate without the prior written consent of the Home, which will not be unreasonably withheld. For

the purposes of this section, "Affiliate" shall have the meaning ascribed to it by subsection 1(2) of the

Ontario Securities Act.

8.2 No assignment of this Agreement shall relieve Centric from any obligation under this Agreement or

impose any new liability upon the Home.

9. Notices

9.1 Any notice or demand required under this Agreement will be in writing; will be personally served or

sent by fax, or by registered mail, return receipt requested postage prepaid, or by a recognized

overnight courier which provides proof of receipt; and will be sent to the addresses below. Either party

may change the address to which notices are sent by sending written notice of such change of address

to the other

9.2 The address of Home for notice shall be:

Strathmere Lodge

599 Alocat St.

Strathroy, Ontario

N7G 3J3

Attention: Tony Orvidas

Fax: 519-245-5711

9.3 The address of Centric for notice shall be:

Centric Health Corporation

20 Eglinton Ave. W.

Suite 2100

Toronto, Ontario

M4R 1K8

Attention: Tina Bishai

Fax: (416)481-2168


10. General

10.1 This Agreement constitutes the entire contract between Centric and Home regarding services covered

under this Agreement. Any agreements, promises, negotiations, or representations not expressly set

forth in this Agreement are of no force or effect.

10.2 The parties enter into this Agreement as independent contractors and nothing contained in this

Agreement will be construed to create a partnership, joint venture, agency or employment relationship

between the parties. 10.4.1 This Agreement will be governed by and construed in accordance with the laws of the Province of

Ontario and the laws of Canada applicable therein.

10.4 Notwithstanding anything contained in this agreement the parties hereby agree that Home shall not be

responsible for the payment of any fees or expenses whatsoever in connection with the service and

treatment provided or arranged for by Centric.

IN WITNESS WHEREOF, the parties have duly executed this agreement.

Centric Health Corporation:

By: Tina Bishai

Title: COO, Seniors Wellness Division

Date: March1, 2012

Strathmere Lodge

_____________________________________

By:

Title:

Date:


APPENDIX A – “SERVICES”

Physiotherapy – Billed to OHIP – No Charge to Resident or Home

Acute Care: The Physiotherapist will be available to assess any Resident referred by the Homes or

Physician for a specific injury or problem, as needed. The physiotherapy assessment will include

objective measurements, the identification of realistic goals and discharge criteria for any recommended

treatment. Centric has developed treatment criteria for several acute injuries and illnesses typically seen

in a LTC and Retirement Homes setting.

Falls Prevention Program: Centric Health has developed a proprietary, standardized, “Falls Risk and

Mobility Assessment” tool, which is used to create a Benchmark Measurement for all Residents in the

Homes. Much research has gone into developing this unique tool, which is a compilation of valid and

reliable tests, which measure known indicators of falls and declined independence. Residents’ falls risk

factors are identified and recommendations are made for mobility aids, or physiotherapy treatment.

Objective scores and measurements from the assessment, as well as recommendations and goals of

treatment, are noted on a Resident Report card. This assessment is repeated quarterly in order to

monitor the Resident’s risk of fall and determine if goals are being reached.

Value-Added Services – No Charge to Resident or Home

Data Reports - Centric Health has developed an innovative data collection software system which allows us to

store, analyze and produce custom data reports for our Homes. We are able to track the amount of time our

PTs, OTs and PTAs are spending on direct versus non-direct Resident care and compare this to a group of other

similar Homes. We share this data with Homes as part of our Quality Assurance Review, and with our PTs as

part of their performance review. In addition, we are able to profile each Home against a group of other similar

Homes to determine if the percentage of residents accessing treatment is in line with our performance standards

and goals. Lastly we are able to see, in a snap shot, the type of treatment Residents are receiving at the Homes

and the changes in their performance of standardized balance and mobility tests. We are the only Physiotherapy

Provider in LTC to produce these types of data reports.

Administrative of Services - Centric takes complete responsibility for educating staff, residents, families and

physicians on the benefits of our services. This is done through presentations at Family and Resident Council

meetings and provision of template letters and brochures to the Homes. In addition, Centric does all the leg

work in obtaining consent to assess and treat, and a physician referral when required.

Brochures, Posters and Newsletters - Centric provides its Homes with an unlimited supply of brochures,

posters and newsletters which promote the benefit of our services. This material may be left in the Homes or

sent out to family members.

Volunteer Program - Centric understands the value of having an extra pair of hands to help residents,

especially in Long Term Care Homes where documentation on MDS RAI is becoming more prevalent, and

maintaining a 1:4 group ratio with any group program is necessary. In light of this, we have launched a

program whereby PTA/OTA students from reputable Colleges assist the Physiotherapist and Physiotherapy

Assistant in your Homes for a certain time period. During this time, the student/volunteer may be helping to

porter residents to programs, helping the physiotherapist or physiotherapy assistant to run the Falls Prevention

Programs or assist in individual treatments that may require the assistance of 2 people. This service is fully

coordinated by Centric’s Human Resource Manager.


Communications with Residents’ Families - Our Physiotherapists spend time explaining the goals of

treatment and share information on a Resident’s progress with the Resident (and their family when allowed to

under Privacy Legislation). They will place a telephone call to the Resident’s family or arrange a time to meet

with the family to discuss the Resident’s treatment program and progress when appropriate. In addition, the

results of test scores (taken as part of the Falls Prevention Program) are recorded on Report Cards and used in

family care conferences.

Resident Care Conferences/Doctors’ Rounds

Our Physiotherapists are required to function as multi-disciplinary team members in the Homes and to

communicate goals and strategies for individual residents, directly or indirectly, through verbal or written

communication. This includes participation in family care conferences, doctors’ rounds, and Provider team

planning and acting as an advisor regarding the physiotherapy needs of each Resident.

Facility Accreditation and Quality Assurance Initiatives

Centric Health Management’s management team and staff are happy to participate in the Home’s quality

assurance and accreditation, including completion of documents, attendance at meetings and attendance on the

day of accreditation.

Staff In-Services and Training

Centric Health provides the following in-services, free of charge, to staff in the Homes we service. These in-

services are also available on DVD.

Body Mechanics and Safe Resident Transfers

The How’s and Whys of Restorative Care

Positioning for Life

Falls Prevention for Seniors

Falls Prevention for LTC and Retirement Homes Staff

Keeping Fit for Work

Resident Family In-Services

Centric Health is happy to provide the following in-services, free of charge, in the Homes we service, for the

benefit of residents and their families.

Strokes – What to Expect after a Stroke

Osteoporosis

Osteoarthritis

Parkinson’s

Research Opportunities

Centric contracts with a University of Toronto Research Professor who determines valuable statistics that are

collected and analyzed on an ongoing basis. Centric uses this data to continually improve upon the service we

provide by identifying areas of success and areas that need improvement. Centric shares this information with

Homes during our Annual Quality Improvement Review. We are currently involved in analyzing the impact

that our new Falls Risk and Mobility Program has on the incidence of falls in the Homes we service. Centric is

always ready to participate in research initiatives or projects that the Homes embarks on.


Supplies and Equipment

Centric provides all necessary supplies and equipment in order to provide effective and safe rehabilitation to

residents in LTC Homes. Equipment provided takes into consideration existing equipment in the Homes, space

for such equipment, and the level of care and needs of the residents.


strathmere lodge - physiotherapy services

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