HomeMy WebLinkAbout03102014 City Council Packet Seward City Council
Agenda Packet
Happy S
Saint Patrick's Day is March 17, 2014
March 10, 2014
City Council Chambers Beginning at 7:00 p.m.
1963 1965 2005 The City of Seward, Alaska
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All-America City
III I {Please silence all cellular phones and pagers during the meeting} 1141p.. o,
March 10, 2014 7:00 p.m. Council Chambers
Jean Bardarson 1. CALL TO ORDER
Mayor 2. PLEDGE OF ALLEGIANCE
Term Expires 2015 3. ROLL CALL
4. CITIZEN COMMENTS ON ANY SUBJECT EXCEPT THOSE
Marianna Keil ITEMS SCHEDULED FOR PUBLIC HEARING [Those who
Vice Mayor have signed in will be given the first opportunity to speak. Time is
Term Expires 2014 limited to 3 minutes per speaker and 36 minutes total time for this
agenda item.]
Ristine Casagranda 5. APPROVAL OF AGENDA AND CONSENT AGENDA
Council Member [Approval of Consent Agenda passes all routine items indicated by
Term Expires 2014 asterisk (*). Consent Agenda items are not considered separately
unless a council member so requests. In the event of such a request,
Christy Terry the item is returned to the Regular Agenda]
Council Member
Term Expires 2015 6. SPECIAL ORDERS, PRESENTATIONS AND REPORTS
David Squires A. Proclamations and Awards -None
Council Member B. Borough Assembly Report
Term Expires 2015 C. City Manager's Report
D. City Attorney's Report
Dale Butts E. Other Reports and Presentations
Council Member
Term Expires 2014 1. Year End Synopsis Presentation by Joe Fong, Administrator of
Providence Seward Medical & Care Center.
Iris Darling
Council Member
Term Expires 2015
*Appointment
Expires 2014
James Hunt
City Manager
Johanna Kinney
City Clerk
Cheryl Brooking
City Attorney
City of Seward, Alaska Council Agenda
March 10, 2014 Page 1
7. PUBLIC HEARINGS -None
8. UNFINISHED BUSINESS -None
9. NEW BUSINESS
A. Resolutions
1. Resolution 2014-024, Approving Amendment No. 1 To The Management And
Operating Agreement Between The City Of Seward And Providence Health & Services To
Address The Removal Of The Primary Care Clinic From Providence's Scope Of Work, Modify
Space Use, Seek Cost Savings, And Agree To A Future Reduction In The Annual Fixed Periodic
Fee Pg. 3
B. Other New Business Items
*1. Approval of the January 27, 2014 Regular City Council Meeting Minutes .Pg. 46
*2. Non-objection to the liquor license renewal for Chinook's Waterfront Pg. 52
10. INFORMATIONAL ITEMS AND REPORTS (No Action Required)
A. Thank you letter to Senator Begich RE: Seward Airport funding.. ...Pg.57
B. Upcoming council travel: Mayor and Vice Mayor traveling to Washington, D.C.for
the annual legislative trip and to Seattle, WA for the Economic Partnership trip with the
Chamber of Commerce.
11. COUNCIL COMMENTS
12. CITIZEN COMMENTS
13. COUNCIL AND ADMINISTRATION RESPONSE TO CITIZEN COMMENTS
14. EXECUTIVE SESSION
A. Go into Executive Session to discuss pending matters with the City Attorney prior to
her departure on April 10, 2014 from the City.
15. ADJOURNMENT
City of Seward, Alaska Council Agenda
March 10, 2014 Page 2
Sponsored by: Hunt
CITY OF SEWARD, ALASKA
RESOLUTION 2014-024
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD,
ALASKA, APPROVING AMENDMENT NO. 1 TO THE MANAGEMENT
AND OPERATING AGREEMENT BETWEEN THE CITY OF SEWARD
AND PROVIDENCE HEALTH & SERVICES TO ADDRESS THE
REMOVAL OF THE PRIMARY CARE CLINIC FROM PROVIDENCE'S
SCOPE OF WORK, MODIFY SPACE USE, SEEK COST SAVINGS, AND
AGREE TO A FUTURE REDUCTION IN THE ANNUAL FIXED
PERIODIC FEE
WHEREAS, the City owns real property consisting of land, a hospital building and
Seward Mountain Haven, a long-term care facility, together with other improvements thereon;
and
WHEREAS, Providence Health & Services Alaska ("Providence") and the City of
Seward ("City") entered into a management and operating agreement ("Agreement") in April,
2003, when Providence began operating the collocated hospital and long-term care facilities on
the City's behalf, and the current Agreement between Providence and the City became effective
June 3, 2013 and expires June 2, 2018; and
WHEREAS, the City of Seward and the Seward Community Health Center, Inc.
("SCHC") are co-applicants recently awarded designation as a federally qualified health center
under Section 330 of the Public Health Service Act, with the purpose of operating a primary care
health clinic in Seward to replace the existing Providence primary care clinic beginning February
15, 2014; and
WHEREAS, as a result of carving off the primary care clinic operations currently
managed by Providence, it is necessary to modify the Agreement to reflect: 1) a modification in
the scope of services to eliminate Providence's operation of a primary care clinic; 2) commitment
by the parties to cooperate in the sharing of space within the building currently housing the
hospital/emergency room/primary care clinic; 3) a requirement for the parties to seek cost
efficiencies and to preserve and strengthen the local partnership which formed the new health
clinic with goals of improving healthcare in the community through expanded access and
fostering cooperation rather than competition among healthcare providers; and 4) acknowledging
the need for a future amendment to the Agreement aimed at reducing the Annual Fixed Periodic
Fee to reflect the reduced scope of services and associated direct and indirect costs associated
with the modification in building space, operating costs, and reduced services.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF SEWARD, ALASKA, that:
3
CITY OF SEWARD, ALASKA
RESOLUTION 2014-024
Section 1. The City Council hereby authorizes the City Manager to execute and deliver
Amendment No. 1 to the Management and Operating Agreement between the City of Seward,
Alaska and Providence Health & Services — Washington, dba Providence Health & Services
Alaska, as presented at this meeting.
Section 2. This resolution shall take effect 30 days following its adoption.
PASSED AND APPROVED by the City Council of the City of Seward, Alaska, this 10th
day of March, 2014.
THE CITY OF SEWARD, ALASKA
Jean Bardarson, Mayor
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST:
Johanna Kinney, CMC
City Clerk
(City Seal)
_ .
Council Agenda Statement
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Meeting Date: March 10, 2014
Through: James Hunt, City Manager 4
From: Kristin Erchinger, Finance Director
Agenda Item: Amendment No. 1 to Providence and City Management&Operating Agreement
BACKGROUND &JUSTIFICATION
Providence Health and Services, Alaska("Providence")and the City of Seward ("City") are parties to a management
and operating agreement ("Agreement") which became effective June 3, 2013 and which will expire June 2, 2018.
Under the current Agreement,Providence manages and operates the hospital,emergency room,primary careoDoic.and
long-term care facility. Recently, the City of Seward and Seward Community Health Center, Inc. ("SCHC") were
awarded co-applicant designation as a federally qualified health center ("FQHC") under Section 330 of the Public
Health Service Act, with the intent to assume responsibility for operating a primary care health clinic in Seward to
replace the existing Providence primary care clinic beginning February 15' 2014.
9rovidencu,the City, and SCI{[have been partnering to pursue qualification for a federally qualified health center in
Seward,as that model of care is considered to be more cost-effective and better able to expand access to primary health
care for uninsured and underinsured individuals. In order to memorialize the impact that this change will have on the
Agreement between the City and Providence,Amendment No. 1 is being proposed. This Amendment will modify the
scope of services in the Agreement to eliminate Providence's operation of the primary health care clinic, It will also
address the sharing of space between Providence and SCHC within the hospital/clinic building, as will a separate
Partnership Agreement and a separate License Agreement between the two yartiex, with specific terms related to the
sharing of utility costs, facility maintenance and repair costs, etc.
This Amendment between the City and Providence encourages cost efficiencies and preserves and strengthens
partnerships in order to expand access to healthcare for Seward-area residents. It also acknowledges the need for a
future amendment to the Agreement to reduce the Annual Fixed Periodic Fee("AFPF")to reflect the change in scope of
services and the associated direct and indirect costs of modification in building space, operating costs, and reduced
services.
INTENT:
The intent of this action is to clarify that Providence will no longer provide primary care clinic services in the
hospital/clinic boildiog, but will work with the City and the SCHC to achieve cost efficiencies. The action also
addresses sharing of space,reduced AFPF,strengthening partnerships,and insurance provisions. The attached redline
version of the Management and Operating Agreement is not the document that will be executed by the city manager. It
is provided only in order to show the changes between the existing agreement, and the agreement as amended. The
document to be executed is Amendment No. 1.
CONSISTENCY CHECKLIST: Yes No N/A
Comprehensive Plan (document source here):p. 13, 27, 56 X
Strategic Plan (document source here):p. 30 X
Other(list):
��
ATTORNEY REVIEW: X Yes No
FISCAL NOTE:
The fiscal impact to the residents of Seward,of this new model of primary health care is not fully known. However,the
financial performance of Providence Seward Medical&Care Center is expected to strengthen,given that the clinic has
operated at a financial loss in recent years, and that there is expected to be a reduction in direct costs as well as AFPF.
The FQHC clinic will benefit from expected annual federal grant funding in the amount of$650,000 aimed at helping to
subsidize healthcare for uninsured and under-insured community members. The clinic is eventually expected to qualify
for federal payment of medical malpractice insurance coverage and federal loan repayment for medical providers. For
patients, the cost of care is expected to be lower, access to subsidized care is expected to increase access to primary
health care for those without insurance,and reimbursement for Medicare/Medicaid patients is expected to be higher than
in other models of care.
Finance Department:tY Q1' ' tthorizing RECOMMENDATION: Seward City Council approve Resolution 2014-? Amendment No. 1 to the
Management and Operating Agreement between Providence Health &Services Alaska and the City of Seward.
`
MANAGEMENT AND OPERATING AGREEMENT
THIS MANAGEMENT AND OPERATING AGREEMENT ("Agreement") is made and entered
into by and between THE CITY OF SEWARD, a municipal corporation (the "City") and
PROVIDENCE HEALTH & SERVICES WASHINGTON d/b/a PROVIDENCE HEALTH & SERVICES ALASKA,
a Washington non-profit corporation authorized to do business in Alaska ("Providence").
RECITALS
WHEREAS, the City owns certain real property consisting of land, a hospital, and a nursing
home facility, Seward Mountain Haven ("SMH"), which together with other improvements
thereon, but exclusive of any space occupied or used for purposes of operatinci the Seward
Community Health Center Inc's federally qualified health center, shall be referred to
(collectively herein as7 the Providence Seward Medical and Care Center, "PSMCC"); and
WHEREAS, Providence has administered hospital and primary care clinic operations in
Seward since June 28, 1996 and long-term care operations since April 28' 2002; and
WHEREAS, effective February 15. 2014' the primary care clinic operations will be assumed
by a newly-formed 501(c)(3) organization' Seward Community Health Center, Inc., operating a
federally qualified health center under Section 330 of the Public Health Service Act as a co-
applicant with the City of Seward ("FQHC"), and PSMCC will no longer include the provision of
primary care clinic services within its prescribed scope of work or have responsibility for any
aspect of the manapement or operation of the FQHC; and
WHEREAS, the City desires to continue quality, affordable health care for its residents;
and
WHEREAS, the City desires a single delivery system for acute care and long term care
services; and
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WHEREAS, the City desires cost effective health care services with emphasis on reducing
duplication and inefficiencies in the delivery system; and
WHEREAS, the City desires to engage a company with sufficient healthcare knowledge
and expertise, and Providence has successfully operated the co-located hospital and long-term
care facilities on behalf of the City since 2002; and
WHEREAS, Providence owns and operates a number of health care facilities that are
operated in keeping with its philosophy, mission and values
NOW, THEREFORE, the City and Providence agree as follows:
l. Operations.
(a) Agreement to Operate/Manac'e. The City hereby contracts with Providence to
be the sole and exclusive operator and manager of PSMCC with respect to the hospital and
long-term care components of that facility for the term of this Agreement; [»rovided, however,
that nothing in this Aareement shall require Providence to provide any services to the FQHC,
bear any responsibility for any aspect of the FQHC's operations, or assume any liabilities or
obligations related to the operation of the FQHC within PSMCC's building. Providence hereby
agrees to operate and manage PSMCC on behalf of the City consistent with the terms of this
Agreement and all applicable laws, regulations and ordinances. Providence assumes all the
rights, duties, liabilities and obligations which shall arise out of Providence's operation of PSMCC.
Notwithstanding anything to the contrary, both parties understand and agree that any and all
services provided by Providence during the term of this Agreement shall be provided solely for
the benefit of the City. During the term of this Agreement and subject to the other provisions of
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this Agreement, Providence shall operate PSMCC, and may perform or arrange for the provision
of the following:
l. Ensure timely deposits into the Accounts (as defined in Section 6) of all
receipts and moneys arising from the operation of PSMCC, and shall make
disbursements from such accounts in such amounts and at such times as the
same are required;
2. Establish all prices, price schedules, rates and rate schedules for PSMCC;
3. Negotiate, prepare and execute any such other contracts reasonably
necessary or desirable in connection with the operation of PSMCC in the
usual course of business;
4. Hire or retain any consultants, accountants, attorneys, or other professional
personnel necessary and appropriate to assist Providence in carrying out its
duties and responsibilities in accordance with this Agreement;
5. Operate PSMCC in a manner that is consistent with applicable federal, state
and local anti-discrimination laws, including the provision of services to
persons at PSMCC without regard to race, o,eed, co|or, national origin or
financial circumstances;
6. Operate PSMCC in a manner consistent with their Medical Staff Bylaws, as
applicable. The parties hereby specifically agree to allow Providence, while
acting in the name of PSMCC, to enter into certain exclusive contracts for
the practice of primary care physicians, anesthesiologists, radiologists,
pathologists, or other hospital-based specialists for the benefit of PSMCC;
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7. Provide physician credentialing services and any and all other services as
reasonably required to facilitate and perform credentialing functions (as
applicable)at PSMCC;
8. Employ or otherwise retain and be responsible for selecting, hiring, training,
supervising, and firing all management, professional, administrative, clerical,
secretarial, bookkeeping, accounting, payroll, billing and collection and
other personnel that are reasonably necessary and appropriate for the
operation of PSMCC;
9. Take all such actions reasonably necessary to cause PSMCC to continue as
participating providers under the Medicare and Medicaid programs;
10. Prepare, execute and file any required documents with governmental or
accrediting agencies, including without limitation any Medicare cost reports,
provider agreements, and licensing documents;
11. Provide or arrange for the provision of all marketing and public relations
services that are reasonably necessary and appropriate for the operation of
PSMCC. The parties hereby agree that Providence may, during the term of
this Agreement, identify PSMCC as an entity under the operational
management of Providence;
12. Providence may, in its sole discretion defend, assert, settle, or otherwise
dispose of any claims, litigation, judgments, or liabilities in connection with
PSMCC, and will notify the City of same;
13. Provide to the City an annual operating and capital budget for PSMCC;
14. Negotiate, contract for and generally supervise the disposal of all medical
waste and/or garbage refuse;
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15. Conduct medical educational training programs at PSMCC, including training
of interns and residents and other medical/technical personnel, in a manner
consistent with applicable governmental regulations and Providence's
policies;
16. Work cooperatively with the City and the Seward Community Health Center,
Contor under Soction 330 of tho Public Health Sorvico Actto facilitate the
Shorinq of space in the PSMCC bui(d|na effective February 15, 2014' to the
extent requested by the City, as necessary to achieve cost efficiencies and
support expanded access to primary health care services in Seward through
a partnership of community resources; and to preserve and strengthen the
local partnership which founded the newly-formed Seward FOHC.. Both
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17. Unless otherwise specifically provided in this Agreement, Providence shall be
responsible for the performance of all other acts reasonably necessary in
connection with the operation of PSMCC in accordance with the approved
annual budget and the terms and conditions of this Agreement.
Notwithstanding anything to the contrary in this Agreement, Providence shall not have
authority to bind the City or PSMCC as to the following matters or to perform any of the following
on behalf of the City or PSMCC without first obtaining approval from the City: 0 any sale, lease,
exchange, mortgage, pledge, or other transfer or disposition of all or substantially all the assets
of any of PSMCC other than in the ordinary course of business; (ii) any fundamental change in
the nature of PSMCC's businesses; (iii) any merger, consolidation or affiliation of any of PSMCC
with another entity; and (iv) any material change with respect to the insurance coverage
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obtained or provided through Providence, unless such change is beyond Providence's
reasonable control.
(b) General Control of PSMCC. Although the City has contracted day-to-day
operations and management of PSMCC to Providence during the term of this Agreement, the
City shall continue to own and have financial responsibility for PSMCC. The City shall also have
control over the facility other than day-to-day operations. The City represents that, as of the
Effective Date, it has a license as owner of PSMCC, and has listed Providence on the license as
the manager to operate the PSMCC with respect to its hospital and Iona-term care operations.
Providence agrees that it will take all steps necessary to maintain and continue the PSMCC and
licenses, permits and certifications for the term of this Agreement, and the parties agree to take
all steps necessary to preserve the designation of co-location of the critical access hospital and
Iona-term care facilities at PSMCC, as such designation is outlined in the regulations published
by the State of Alaska Department of Health and Social Services,
(c) Required Notifications: Providence shall notify the City in writing within twenty-
four (24) hours of the occurrence of any one or more of the following events:
1. Any loss of licensure by PSMCC;
2. At such time as Providence becomes aware of any material governmental
investigation or disciplinary proceeding relating to PSMCC;
3. At such time as PSMCC becomes debarred, suspended or otherwise ineligible
to participate in any federal or state health care program, including the
Medicare and Medicaid programs;
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4. At such time as Providence becomes aware of any act of nat re or any other
event which has a material adverse effect on Providence's ability to operate
PSMCC.
5. At such time as Providence becomes aware of any issue which may have a
material and significant adverse financial impact on the operations of
PSMCC.
2. Effective Date and Term. This Agreement shall become effective upon execution
by both parties following adoption of Resolution 2013-032 (the "Resolution") by the Seward City
Council (the "Effective Date"). The term of this Agreement shall be five (5) years from the
Effective Date unless sooner terminated as provided herein. The parties may extend for one
additional five year term upon mutual written consent, so long as the term of the extension is the
same as this Agreement, and that the term is mutually agreed and approved prior to the end of
the term.. Any change in the Annual Fixed Periodic Fee ("AFPF") above the CPI increase
allowed in Section 7, is subject to approval by the Seward City Council. Providence understands
that under the Charter and Code of Ordinances of the City, the Resolution may be voided by
referendum. Providence agrees that if the Resolution is the subject of a referendum petition
filed with the City Clerk, this Agreement shall be ineffective unless and until the Resolution is
approved by the voters of the City, and Providence shall not be entitled to any damages or
other relief against the City in the event the Resolution is not so approved. In such an event, on
the Effective Date, the Prior Agreement shall terminate.
3. Operating Expenses. In accordance with the operating budget adopted
annually, Providence will incur costs generally associated with the operation of a health care
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facility providing acute and long-term care services. Costs associated with the Providence
Alaska Regional Office and Providence System Office are deemed to be recovered in the form
of the Annual Fixed Periodic Fee as described in Section 7, and will not be billed to PSMCC in
addition to the AFPF.
It is the City's expectation that Providence will exercise due care as it centralizes services
keeping in mind that all services are provided solely for the benefit of the City and that services
must be able to disconnect from Providence without undue complication should the relationship
end. Further, in the event that such centralization of services is deemed by the City to have a
significant adverse impact on the operational efficiencies or cost of operations of PSMCC, the
City shall have the right to request PSMCC seek alternative procurement of such affected
services.
In the event the City and Providence discontinue their contractual relationship, the costs
incurred by PSMCC in winding down and closing out its relationship with the City shall be
deemed Operating Expenses.
4. Capital Expenditures. Following completion of the annual capital budget,
Providence may purchase the listed items as cash flow allows. Capital items not anticipated in
the budget with a cost in excess of $50,000 require approval from the City manager or designee
prior to purchase. Capital items are defined as those costing $5,000 or more. All capital
purchases procured in this manner will be the property of the City.
In addition to capital budget items purchased from PSMCC operating funds, the City
may, from time to time, provide additional funding for capital needs at PSMCC. To the extent
that capital budget request items were identified by PSMCC on a Capital Budget Plan
submitted to, and accepted by the City, PSMCC may spend City capital funds on those items in
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addition to any other item whose individual item cost does not exceed $50,000, without further
City approval. All capital purchases procured in this manner will be the property of the City.
5. Admission Policy. Providence agrees to accept any and all bona fide
emergency patients PSMCC can accommodate. Providence shall treat patients in
accordance with the services and capacity available at PSMCC. Providence agrees it shall not
discriminate in the admission of patients or delivery of outpatient services on the basis of race,
religion, national origin or color. Providence agrees that any patient seeking treatment at
PSMCC, and requiring for medical reasons transport to a larger facility, has the right to select the
health provider(x) and hospital of the patient's preference. Providence agrees to honor such
determinations by patients and will relate such directives to emergency transportation services.
Providence acknowledges the importance to the people of Seward of having a long-
term care facility within the City boundaries and operating at its fullest capacity, and agrees
that except to the extent necessary to meet patient choice, or the particular health or safety
needs of a patient, and only for such time as is necessary to meet such needs, Providence will
not move or cause patients to move to other facilities owned, operated or managed by
Providence. The City has the right to retrospectively review reasons for all such transfers, so long
as such review is in compliance with patient confidentiality laws. The "Green House" model has
been chosen by the people of Seward for the new long term care facility. The "Green House"
represents the latest, state-of-the-art thinking for providing long term care. It is a trade-marked
concept that provides care in home-like settings where services are brought to the residents
rather than bringing residents to the services. Providence shall use its best efforts to operate the
long-term care facility at full capacity, and to operate the long-term care facility in accordance
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with the provisions of the Green House Project, to ensure the facility's continued qualification as
an official "Green House" (see Exhibit A-The "Green House" Specifications).
Providence further acknowledges the importance to the people of Seward of being able
to receive care and treatment in a local hospital, rather than to be transported out of town, and
agrees that except to the extent necessary to meet patient choice, or the particular health or
safety needs of a patient, Providence will not move or cause patients to move to other facilities.
The City has the right to retrospectively review reasons for all such transfers, so long as such
review is in compliance with patient confidentiality laws.
6. Disposition of Funds, Reporting and Administration.
(a) Funds originating from the operation of PSMCC and collected by Providence
pursuant to this Agreement shall be received, handled, managed and disposed of as follows:
1. Providence shall deposit all funds received by it from the operation of PSMCC
and all amounts advanced by the City in a jointly held bank account or
accounts bearing the name of PSMCC(hereinafter the "Accounts") in a bank
or trust company approved by the City and Providence. Such funds shall in
no event be commingled with other City or Providence funds. Providence
shall have no liability or responsibility for any loss resulting from the insolvency,
malfeasance or nonfeasance of the bank or banks in which such funds are
deposited.
2. Providence has the right to make withdrawals from and use the Accounts for
the purposes of operating PSMCC and performing their obligations hereunder
and paying Providence's compensation herein until the expiration or
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termination of this Agreement, at which time Providence shall resign as co-
signatory for the Accounts.
3. Signatories and approvals as to the amounts on all checks drawn from the
Accounts shall be in accordance with the policies and procedures mutually
agreed to by Providence and the City.
(b) Providence will perform all billing and collection activities for PSMCC accounts
receivables, will process accounts poyob|e, and will provide such other administrative,
accounting and clerical services as are necessary. All revenues and cash collections including
those from pofienfu, third-party payors and other sources billed and collected by Providence,
and arising out of or related to services rendered during the term of this Agreemenf, and all
grants or portions thereof attributed to PSMCC arising out of or related to PSMCC during the
term of this Agreement, shall be used first to pay debt service on Seward Mountain Haven bonds
issued by the City, then to offset Operating Expenses of PSMCC incurred on or after the Effective
Date. Providence shall aggressively collect all amounts billed for services provided at PSMCC.
The excess, if any, of such revenues over such expenses shall accrue to the City's account, and
be applied in the City's sole d|ucnation, to pay debt service on the City's existing general
obligation and/or revenue bonds related to the PSMCC, the costs of napoim, renewals,
improvements or additions to PSMCC, or to cover past, present or future operating losses.
(c) Providence shall provide the City with audited year-end financial statements for
the PSMCC as a co-located entity within 120 days after the end of each year. Within 60 days
after the end of the fiscal year, Providence shall prepare and deliver to the City an operational
report that shall provide information on services provided, new programs and services that have
been initiated, programs and services that have been terminated or relocated to other facilities,
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statistics on patients treated, and other information of interest to the City and the community.
Upon request by the City, Providence will make a representative available to make
presentations to Seward City Council and community groups concerning the annual report. The
information to be shared under this paragraph shall not include protected health information
covered by the Health Insurance Portability and Accountability Act of 1996 and regulations
adopted thereunder("HIPAA").
(d) Providence shall maintain all financial, medical and hospital records, including
admitting register books, schedules of room rentals, patients' insurance records, pertinent
hospital personnel records and such other books and records as are necessary to the continued
operation of PSMCC. Original copies of medical and hospital records shall be maintained and
stored at PSMCC or at another facility acceptable to Providence.
(e) Providence will use reasonable efforts to operate PSMCC consistent with the
annual budget. Under the terms of this Agreement, the City shall have the right to review and
approve Providence's budget.
Providence shall provide the City with monthly updates comparing PSMCC's actual
financial performance to the approved budget during the course of each year to ensure that
the City is fully aware of the financial performance of PSMCC on a monthly basis.
The parties acknowledge that the budget is only a projection for the upcoming year,
and changed circumstances may require budgetary modifications. Providence will notify the
City of the following modifications to the budget: (i) any non-routine and non-budgeted
expenditure (including capital expenditures)within Providence's control which exceeds $50,000,
or contract in an amount greater than $50,000 annually; (ii) instigation of any litigation on behalf
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1S1),
of PSMCC against a third party where the amount in controversy exceeds $50,000 and (iii)
settlement of any litigation on behalf of PSMCC where the amount in controversy exceeds
$50.000 or the proposed settlement involves payment by PSMCC of an amount in excess of
$50,000.
Providence will provide the City with monthly financial reports, including current
revenues, expenses, and statements of cash flow, prepared in accordance with generally
accepted accounting principles. The monthly reports shall include comparisons to budgeted
amounts and prior year historical comparisons. The City shall have access to all financial
information related to PSMCC.
7. Annual Fixed Periodic Fee.
Until January 1, 2014' the Annual Fixed Periodic Fee ("AFPF") will continue to be
computed under the provisions of the previous Management and Operating Agreement
between the parties that had an effective date of October 8. 2008. For each full calendar year
beginning January 1, 2014, the City shall pay Providence an Annual Fixed Periodic Fee equal to
$900'000 ' payable by the City quarterly, in arrears. This fee will replace any allocated costs
and/or management fee computed under the provisions of the previous agreement, and is
intended to approximate the worth of purchasing the same or similar services on the open
market. Partial years shall be pro-rated. Beginning January 1, 2015 and each January 1st
thereafter, the AFPF will be adjusted based on the Consumer Price Index for the second
preceding twelve-month period ended December 31 (Anchorage, Alaska, All Urban Consumers
- Not Seasonally Adjusted, Bone:1982'1984j (For example, January l,/ 2015 will be adjusted
based on the CPI for the full year which ended December 31, 2013). Both parties understand
and agree that the City has other financial obligations to Providence pursuant to the terms of
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this Agreement. The Annual Fixed Periodic Fee will be renegotiated no later than four months
after the Seward Community Health Center, Inc. begins providing primary care clinic services+
= = = _'• = = = --- .-- - -- e zee - .-- =- -=- - -= = in the clinic
space previously occupied by Providence, in order to carve out costs previously associated with
the clinic operations at PSMCC from the Annual Fixed Periodic Fee for 2014. The renegotiated
AFPF will be prospectively adiusted to reflect the removal of costs previously associated with the
clinic operations at PSMCC beginning on or after February 15, 2014, and shall apply for the
remainder of 2014 and subsequent periods, subject to the Consumer Price Adjustment as
described herein.
8. Employment.
(a) All personnel of PSMCC during the term of this Agreement shall be employees of
Providence. Providence shall adopt its own employment policies and procedures. Providence
agrees to select and hire an individual to serve as the Administrator of PSMCC (the
"Administrator"). Regarding the selection of an Administrator, the City shall have the right to
participate in the interview process, and to review the selected candidate prior to final job
offer. The Administrator shall be Providence's primary representative with respect to
communications to the City. All costs of Providence's employees at PSMCC are deemed to be
Operating Expenses.
(b) Termination of Employees. Upon the earlier of termination or expiration of this
Agreement, Providence shall terminate the employment of all employees identified by
Providence as primarily utilized at PSMCC under this Agreement.
Page 14 of 33
(c) The City shall defend, indemnify, and hold Providence harmless from, all other
claims or liability for employee benefits earned or employee claims made relating to
employment with regard to the previous Wesley facility long term care site prior to April 28' 2002.
9. Medicare and Medicaid Reimbursement.
From and after the Effective Date, Providence shall maintain Medicare and Medicaid
certification and shall prepare all Medicare/Medicaid cost reports in a timely manner and shall
provide all draft cost reports to the City for review and comment no less than 80 days prior to the
date of submission, understanding that Providence may not be able to include the "Home
Office" cost report at that time. Alternatively, the parties may agree to have the City hire an
independent consultant to prepare the cost report. All expenses incurred within this Section are
considered Operating Expenses and shall be paid as costs from Providence. The City may, as
Operating Expenses, have the cost reports prepared and/or analyzed by a financial consultant.
10. Equipment.
(a) Providence shall maintain all equipment at PS&4CC, regardless of ownership. The
City will establish a separate ocoount, based on capital budget funds approved by the City
Council, to be used for PSMCC capital purchases that will require only approval of both the City
and the facility administrator to access as a way to streamline the capital purchasing process.
(b) The City will retain title to all PSMCC equipment owned by the City. Providence
may purchase replacement or additional equipment to be used in the maintenance or
improvement of Providence's operations of PSMCC, Such additional equipment shall be the
City's property, and shall be tagged and recorded in the financial records, as such.
Page l5of33
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11. Working Capital and Cash Flow
(a) Providence will pay Operating Expenses as they become due, using funds from
the Accounts and provide the City with information satisfactory to the City supporting such
transfer of funds from City to Providence. Providence will assure that all Operating Expenses are
paid consistent with the various terms and conditions of vendors, as well as the operating
budget and applicable regulations governing employee pay practices. In the event insufficient
funds are available to pay Operating Expenses, Providence will notify the City verbally and in
writing via Email. Providence will then have the sole discretion to require payment as described
in Subsection 11 (b) or Subsection 11 (c). In the event the City fails to transfer funds adequate to
support Operating Expenses in accordance with Subsections 11(b) or 11(c), and such failure is
not cured within 60 days of the original notice, Providence may terminate this Agreement by
providing the City with 30 days' advance written notice of such termination.
(b) The City shall place a minimum of $500,000 of Emergency Funds into the City of
Seward General Fund account reserved for healthcare operation and capital shortfalls. Such
funds may be used for capital or operating shortfalls only and require the prior written approval
of the City Manager or designee. In the event that shortfalls are expected to be in excess of
$500,000, Providence will notify the City and within sixty (60) days of receiving such notice, the
City will transfer sufficient funds to PSMCC to cover the shortfall.
(c) To the extent that the Accounts do not have sufficient cash available to
reimburse Providence for costs, Providence may, at its sole discretion, charge interest for the
cumulative unpaid portion of the monthly amount due to Providence. Interest will be
Page 16 of 33
aD,
calculated monthly at the Prime Rate + 1% on the average outstanding balance for the month,
where the Prime Rate is defined in the Wall Street Journal Financial Section. Principal plus
unpaid interest must be fully paid by December 81. provided however, that this date may be
extended by Providence only upon its written consent, In the event the City fails to make such
required payments, the City agrees to pay on demand, all costs of collection, including
reasonable legal expenses and attorneys fees, incurred in enforcing this repayment.
13. Supplies. Providence shall, as part of its Operating Expenses, supply and maintain
all expendable supplies as may be required in Providence's discretion for the proper operation
of the PSMCC. Upon termination of this Agreement, Providence will leave behind all of the
supplies in inventory as well as floor stock items maintained at the Property.
13. Condition on Surrender. Upon termination or expiration of this Agreement,
Providence shall surrender the Property to the City in substantially the same condition as exists on
the Effective Date, except for reasonable wear and tear, construction and demolition required
or permitted under the terms of this Agreement, and damage by fire and other risks covered by
the insurance policy in Section 15.
14. Alterations.
Providence shall have the right to make alterations, additions, improvements and
renovations to PSMCC as Operating Expenses, provided: (i} Providence shall notify the City with
respect to any such work requiring any substantial expenditure; (ii) such work shall not adversely
affecfthemtrucfuro| integrityofPSMCCordim|niohthevo|uethensof; {ii/} unySuohworknho|| be
performed in a good and workmanlike manner and in conformance with all applicable building,
Page 17 of 33
~l3
fire and health regulations; and (iv) the City shall have approved in writing all such work
exceeding $50,000, in advance, in the City's sole discretion.
15. Insurance.
(a) Providence shall either obtain or continue, occurrence-based, professional
(including medical malpractice) and general liability insurance relating to PSMCC as
Providence, in its sole opinion, deems necessary and sufficient, and maintain such liability
insurance coverage for PSMCC during the term of this Agreement. Such insurance shall provide
coverage for personal injuries, death or property damage to PSMCC in an amount of at least $5
million per occurrence and $10 million annual aggregate; provided, however that Providence's
reasonable allocated cost for providing or continuing such insurance on the City's behalf shall
be deemed an Operating Expense. In addition, Providence shall maintain insurance, in
reasonable amounts, subject to reasonable terms, provisions and customary exclusions, for
professional liability and workers' compensation for all Providence employees who provide
services at PSMCC pursuant to this Agreement. Providence shall also maintain automobile,
crime, directors and officers, property earthquake and fiduciary insurance coverage (as
requested by the City) relating to PSMCC and maintain such insurance coverage for PSMCC
during the term of this Agreement. Any insurance obtained or provided by Providence under
this Section may be provided by insurance or alternative risk programs which may include self-
insurance programs, provided such alternative risk or self-insurance programs are fully funded
(confidence level of 80% or higher) for any reasonably projected liabilities, and contain
customary and reasonable deductible and coinsurance amounts. The City hereby
acknowledges that Providence has informed it of Providence's insurance's deductible/co-
insurance amounts. The Operating Expenses will include the payment of such
Page 18 of 33
DA
deductible/coinsurance amounts. All costs incurred by Providence under the terms of this
Section 15(a) shall be deemed Operating Expenses and paid by City to Providence pursuant to
the terms of this Agreement, The Operating Costs shall include the payment of such
deductibles/co-insurance in the event of any loss or casualty covered under the insurance
provided by Providence hereunder,
(b) The City hereby acknowledges and agrees that upon the earlier of termination or
expiration of this Agreement, Providence shall no longer provide nor arrange for the provision of
any insurance of any kind whatsoever to PSMCC.
(c) The minimum amounts and types of insurance required under this section shall be
subject to revision in accordance with standard insurance practices, in order to provide
continuously throughout the Term, a level of protection consistent with good business practice
and accepted standards in the industry. Such factors as increases in the cost of living shall be
utilized in assessing whether the minimum insurance requirements should be increased, The City
shall notify Providence of any required changes in insurance coverage.
All insurance policies shall include a waiver of subrogation and shall provide for 30 days'
notice to the City of cancellation and/or material change in policy terms. All such policies shall
be written either by insurance companies legally authorized to do business in the State of Alaska
and acceptable to the City, or by self-insurance under the same terms as the policies for
healthcare centers, hospitals, or long-term care facilities or clinics owned or operated by
Providence, and acceptable to the City. The City shall be named as an additional insured party
on each such policy of insurance, and certificates thereof shall be furnished to the City, Nothing
Page lVof33
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herein shall be construed as a representation by the City as to the sufficiency of any insurance
coverage for any purpose.
16. No Assumption of Liability; Indemnification.
(a) During the term of this Agreement, Providence shall not assume or be liable for
any claim, liability, or obligation of PSMCC, whether known or unknown, fixed or contingent,
accrued or unaccrued, arising from Providence's operation of PSMCC pursuant to this
Agreement, except where such claim, liability or obligation arises from Providence's negligence
or material breach of this Agreement.
(b) During the term of this Agreement, the City shall not assume or be liable for any
claim, liability or obligation arising from its responsibilities and duties under the terms of this
Agreement, whether known or unknown, fixed or contingent, accrued or unaccrued pursuant to
this Agreement, except where such claim, liability or obligation arises from the City's negligence
or material breach of this Agreement.
(c) The parties will defend, indemnify and hold each other harmless from any loss,
claim or damage arising from the negligent acts and omissions of their respective employees,
officers and agents, including negligence connected with performing their obligations under this
Agreement. In the event that loss or damage results from the conduct of more than one party,
each party agrees to be responsible for its own proportionate share of the claimant's total
damages under the laws of the State of Alaska.
Page 20 of 33
(d) The obligations under this Section 16 shall survive any termination or expiration of
this Agreement and shall continue until the expiration of the applicable statute of limitations
(with extensions) relating to the causes of action at issue,
(e) Providence shall have no obligation for, and the City shall indemnify and hold
Providence harmless from and against, any and all liability with respect to any claims resulting
from the negligence of the City or its agents or employees, or any claims arising out of acts or
omissions which oocunecf (a) prior to April 28, 2002 with regard to the previous Wesley
facility long term care site or (b) prior to 1996 with regard to the hospital site; or (o) on or offer
February 15' 2014' with respect to the operation of the FQHC or uses of the RQHCnpuce within
the PSMCC building.
17. Assignment. This Agreement may not be assigned by Providence except in
whole to an affiliate of Providence, as "affiliate" is defined in AS 10.06.990(2). Each and every
provision of this Agreement shall inure to the benefit of and shall be binding upon the successors
in interest of Providence and the City.
18. Early Termination. Either party shall have the option in its sole discretion, to
ferm|notethisAgreemenfuponfwe|ve (l2) monthxwrifteDnoticetotheofharporfy.
19. Religious and Ethical Directives; Termination. Providence shall not be obligated
to provide any services at PSMCC that are in conflict with the Providence Health System Mission
and Core Values and the Roman Catholic moral tradition as articulated in such documents as
The Ethical and Reliaious Directives for Catholic Health Care Facilities, as amended from time to
Page 21 of33
time. Providence shall at all times have the right, power and duty to operate PSMCC in
accordance with, and to make decisions that in Providence's reasonable discretion are
necessary or desirable to comply with such Directives. If at any time during the term, as a result
of changes to Alaska law or regulations, Providence shall be required to operate PSMCC in a
manner that is not consistent with such Directives, then at its option, Providence may terminate
this Agreement upon 60 days advance written notice.
20. Termination for Cause.
(a) Either party may terminate this Agreement in the event of breach of this
Agreement by the other party where such breach is not cured within thirty(30) calendar days
after the non-breaching party gives written notice of the breach to the breaching party.
(b) This Agreement shall automatically terminate in the event either party files a
petition in voluntary bankruptcy, makes an assignment for the benefit of creditors, or takes any
other action voluntarily or involuntarily under any state or federal statute for the protection of its
debtors.
(c) Either party may immediately terminate this Agreement in the event the other
party attempts to limit or otherwise avoid its obligations set forth in Section 16 of this Agreement.
(d) The dissolution or liquidation of Providence, other than as the result of merger or
consolidation under conditions permitting continued full compliance with the terms of this
Agreement, shall be cause for termination by the City.
Page 22 of 33
aI
(e) The cessation by Providence of use of the Property for the purposes
contemplated hereby for a pehodoffhirtv (3U) Conoecutive days, except for periods when the
same may be untenantable shall be cause for termination by the City, and no Annual Fixed
Periodic Fee shall be owed following such cessation of use.
21. Winding Up. This Section 21 shall survive termination or expiration of this
Agreement. Upon the termination or expiration of this Agreement, the following procedure shall
be followed after the effective date of expiration or termination ("termination date"):
(a) Providence shall work cooperatively with the City to facilitate a smooth transition
of the operation/management of PSMCC,
(b) The City shall retain as its property any equipment on the Property as of the
expiration or termination of the Term to the extent that such equipment was acquired with the
PSMCC or City funds. The City may purchase, free and clear of any encumbrances, any
equipment owned by Providence at its then net book value. Notice of the City's exercise of this
option shall be effected by notice given at any time before the expiration date. Providence
shall remove from the Property at its expense, any or all equipment that the City has not elected
to retain under this paragraph.
(c) Providence shall give the City, or such other person identified by the City, all
records required for continued operations of PSMCC.
(d) All licenses and permits incident to operation of the PSMCC will be transferred to
an operator identified by the City, including, but not limited to transfer of permits for and
Page 23 of 33
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inventories of alcohol, narcotics and dangerous drugs. Providence will file a final cost report
within 45 days after termination.
(e) Upon termination, all accrued revenues and expenses related to the ordinary
course of business shall be the City's. Such expenses shall include any fees owed to Providence
under this Agreement, including an amount equal to the final bi-weekly payroll costs.
22. Notices. Any notice permitted or required hereunder shall be in writing and shall
be deemed given on the date delivered in person, sent by electronic mail or fax, or deposited in
the United States certified or registered mail, postage prepaid, and addressed as follows:
To the City: City of Seward
P.O. Box 167
410 Adams Street
Seward, Alaska 99664-0167
ATTN: City Manager
Phone: 907.224,4047
Fax No.:907.224.4038
Email: citymgr @cityofseward.net
To Providence: Providence Health and Services-Washington
d,b.a. Providence Health and Services- Alaska
3760 Piper Street, Suite 3013
Anchorage, Alaska 99508
ATTN: Susan Humphrey-Barnett
Area Operations Administrator
Fax No.:907-212-2884
Email: susan.humphreybarnett @providence.org
Such addresses may be changed by either party by ten (10) days' prior written notice to the
other party.
23. Authority. Each individual executing this Agreement on behalf of Providence or
the City represents and warrants that he or she is duly authorized to execute and deliver this
Page 24 of 33
Agreement on behalf of such party, that all actions by such organization have been taken to
authorize executinn, delivery and performance of this Agreement, and that this Agreement is
binding upon such party. The individuals signing on behalf of Providence further warrant and
represent that they are authorized to act on behalf of Providence in all matters relating to this
Agreement.
24. Representations and Warranties of Providence. As of the Effective Date,
Providence hereby represents and warrants as follows:
(a) Providence is a Washington non-profit corporation in good standing under the
laws of the State of Washington and authorized to do business in Alaska.
(b) Providence has full corporate power and authority to carry on its business as now
conducted and to enter into this Agreement The execution and delivery of this Agreement has
been authorized by proper corporate action, and this Agreement constitutes a valid and legally
binding obligation of Providence.
(c) Except as may have already been obtained, no consent or approval of any
trustee or holder of any indebtedness or obligation of Pn}videnoe, and no consent, approval,
permission, outhorizot|on, order, or license of any governmental authority, is required to be
obtained by Providence for the execution and delivery of this Agreement or any other
instrument or agreement required of Providence under this Agreement.
Page 25 of 33
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(d) Providence is not subject to any charter, bylaw, or contractual limitation or
provision of any nature whatsoever which in any way limits, restricts, or prevents Providence from
entering into this Agreement or from performing any of its obligations hereunder.
(e) Neither the execution and delivery of this Agreement, and the consummation of
the transactions contemplated hereby, nor the fulfillment of or compliance with the provisions
hereto, materially conflicts with, violates, or breaches any charter, bylaw, or stock provision of
Providence, any of the material terms, conditions, or provisions of any indenture, instrument, or
agreement to which Providence is a party or by which Providence is bound, any statute, rule or
regulation, or any judgment, decree, or order of any court or agency binding on Providence, or
constitutes a default under any of the foregoing which has not been waived or consented to in
writing by the appropriate party or parties, or results in the creation or imposition of any lien,
charge, security interest, or encumbrance of any nature whatsoever upon any of the property
or assets of Providence not permitted under the terms of any restriction, agreement, instrument,
statute, governmental rule or regulation, court order,judgement, or decree.
(f) To the knowledge of Providence, there is no action, suit, proceeding, inquiry, or
investigation by or before any court, governmental agency, or public board or body pending or
threatened against Providence which (i) affects or seeks to prohibit, restrain, or enjoin the
execution and delivery of this Agreement, (ii) affects or questions the validity or enforceability of
this Agreement, or (iii) questions the power or authority of Providence to carry out the
transactions contemplated by, or to perform its obligations under, this Agreement.
Page 26 of 33
(g) When duly executed, this Agreement will be enforceable against Providence
according to its terms, except as may be limited by bankruptcy, insolvency, reorganization, or
other laws affecting creditors' rights generally as amended from time to time.
(h) Any certificate signed by an officer of Providence duly authorized to execute
such certificate and delivered pursuant to this Agreement shall be deemed to be a
representation and warranty by Providence as to the statements made therein.
(i) The execution, de|iVep/, or performance of this Agreement or consummation of
the transactions contemplated by this Agreement or compliance by Providence with any of the
provisions of this Agreement will not violate any statute (including Alaska's Certificate of Need
laws), rule, regu|ot|on, ordinance, oode, order, judgment, ruling, writ, injunot|on, deoree, or
award.
25. Representations and Warranties of the City. The City hereby represents and
warrants that neither the execution, delivery or performance of this Agreement nor the
consummation of the transactions contemplated by this Agreement, nor compliance by the
City with any of the provisions of this Agreement, will:
(a) violate or conflict with any provision of Seward's City Charter or the Seward City
Code;
(b) violate, conflict with, or result in a breach of any provision of, or constitute a
default (or an event which, with notice and/or lapse of time, would constitute a default) under,
terminate, accelerate the performance required by, or result in a right of termination or
acceleration under any of the fe,nns, conditions or provisions of any material contract, plan,
Page 27 of 33
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indebtedness, note, bond, indenture, security or pledge agreement, commitment, license,
lease, franchise, permit, agreement, or other instrument or obligation (i)to which the City is a
party or(ii) by which the assets relating to PSMCC are bound; or
(c) violate any statute (including Alaska's Certificate of Need laws), rule, regulation,
ordinance, code, order,judgment, ruling, writ, injunction, decree or award.
26. Parties in Interest. Nothing in this Agreement expressed or implied is intended or
shall be construed to confer upon any person, other than the parties hereto, any right, remedy
or claim, legal or equitable, under or by reason of this Agreement, this Agreement being
intended to be and being for the sole and exclusive benefit of the parties hereto.
27. Confidential Information Providence shall comply with all laws, regulations,
directives or requirements in any form related to operating and managing hospitals and long-
term care facilities, including, but not limited to the Health Insurance Portability and
Accountability Act of 1996 ("HIPAA"), and regulations adopted under HIPAA. The City shall not
have access to Protected Health Information as defined by HIPAA. City has read 45 C.F.R.
164.504(e), understands Providence's position is that 45 C.F.R. 164.504(e) applies to this
Agreement, and that Providence therefore has the following obligations:
Providence agrees to hold all individually identifiable patient health information
("Protected Health Information")that may be shared, transferred, transmitted, or otherwise
obtained pursuant to this Agreement strictly confidential, and provide all reasonable protections
to prevent the unauthorized use or disclosure of such information, including, but not limited to
the protection afforded by applicable federal, state and local laws and/or regulations
regarding the security and the confidentiality of patient health care information. Providence
further agrees to make every reasonable effort to comply with any regulations, standards, or
Page 28 of 33
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rules promulgated to the authority of the HIPAA, including those provisions listed below,
as soon as possible. Providence may use and disclose Protected Health Information when
necessary for Providence's proper management and administration (if such use or disclosure is
necessary), or to carry out Providence's specific legal responsibilities pursuant to this Agreement.
Specifically, Providence agrees as follows:
1. to maintain safeguards as necessary to ensure that the Protected Health
Information is not used or disclosed except as provided herein;
2. to mitigate, if possible, any harmful effect known to Providence of a use or
disclosure of Protected Health Information by Providence;
8, to ensure that any subcontractors or agents to whom it provides Protected
Health Information will agree to the same restrictions and conditions that
apply with respect to such information;
4. to make available respective internal practices, books and records relating to
the use and disclosure of Protected Health Information to the Department of
Health and Human Services or its agents;
5. to incorporate any amendments or corrections to Protected Health
Information when notified that the information is inaccurate or incomplete;
6. to return or destroy all Protected Health Information that Providence still
maintains in any form and not to retain any such Protected Health
Information in any form upon termination or expiration of this Agreement, if
feasible or, if not feooib\e. Providence agrees to limit any uses of Protected
Health Information after this Agreement's termination or expiration to those
specific uses or disclosures that make it necessary for Providence to retain the
information;
Page 29 of 33
7. to ensure applicable policies are in place for providing access to Protected
Health Information to the subject of that information;
8. if requested by the City, report to City any use or disclosure of Protected
Health Information which is not provided for in the Agreement; and
9. to make Protected Health Information and an accounting of disclosures
available to the individual who is the subject of the information or to City, to
the extent required by HIPAA. Breach of this section shall be considered
material.
28. Access to Books and Records. Pursuant to 42 U.S.C. Section 13995x(v)(1), until the
expiration of four (4) years after the furnishing of services under this Agreement, Providence shall
make available and provide copies to the City, upon written request by the Comptroller of the
United States Department of Health and Human Services, or upon request by 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 extent of the services furnished by Providence under this
Agreement. If Providence carries out any of its duties under this Agreement through a
subcontract, with a value or cost of ten thousand dollars ($10,000) or more over a twelve (12)
month period, with a related organization of Providence, such subcontract shall contain a
clause to the effect that until the expiration of four (4) years after the furnishing of such services
pursuant to such subcontract, the related organization shall make available and provide copies
to the City, upon written request by the Secretary of the United States Department of Health and
Human Services or upon request by the Comptroller General of the United States General
Accounting Office, or any of their duly authorized representatives, a copy of such subcontract
Page 30 of 33
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and such books, documents and records as are necessary to verify the nature and extent of
such costs.
29. Miscellaneous.
(a) This Agreement constitutes the entire agreement between the parties with
respect to the Property and operation of PSMCC. Any prior representations and agreements are
Of no effect except to the extent provisions of the Prior Agreement survive termination by its
terms. No subsequent alteration, amendment, change or addition to this Agreement shall be
binding upon the City or Providence unless reduced to writing and executed by the parties.
(b) This Agreement shall be governed by and construed in accordance with the laws
of the State of Alaska, and venue for all disputes shall be in Anchorage, Alaska.
(c) If any term, covenant or condition of this Agreement, or the application thereof
to any person or circumstance shall, to any extent, be Invalid or unenforceable, the remainder
of this Agreement, or the application of such term, covenant or condition to other persons and
circumstances shall be valid and enforceable to the fullest extent permitted by law.
(d) The terms, covenants and conditions hereof shall be binding upon and shall
insure to the benefit of the parties hereto and their respective legal Uaprexentotives, successors
and assigns.
Page 31 of 33
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(e) One City resident will be eligible to participate as a voting member on the
Providence Alaska Region Community Ministry Board which will vote on the operations of
PSMCC.
(f) Nothing in this Agreement expressed or implied is intended or shall be construed
to confer upon any person, firm, or corporation, other than the parties hereto, any right, remedy
or claim, legal or equitable, under or by reason of this Agreement, this Agreement being
intended to be and being for the sole and exclusive benefit of the parties hereto.
(g) Nothing in this Agreement, and no performance of either party hereunder shall
cause the relationship of the parties to be that of principal and agent, partners, or joint
venturers, or cause the parties to be associated in any manner other than as independent
contractors.
(h) The parties to this Agreement will perform their obligations hereunder consistent
with applicable federal, state and local laws.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
duly authorized representatives as of the dates set forth below.
SIGNATURES:
PROVIDENCE HEALTH & SERVICES WASHINGTON
d/b/a Providence Health &Services Alaska
By:
Its:
Page 32 of 33
Date:
CITY OF SEWARD
By:
City Manager
Date:
ATTEST:
Johanna Kinney, CMC
City Clerk
(City seal)
Page 33 of 33
aQ
AMENDMENT NO. 1 TO
MANAGEMENT AND OPERATING AGREEMENT
BETWEEN THE CITY OF SEWARD
AND
PROVIDENCE HEALTH& SERVICES—WASHINGTON
DBA PROVIDENCE HEALTH& SERVICES ALASKA
This Amendment No. 1 ("Amendment No. 1") to the Management and Operating
Agreement ("Agreement") between the City of Seward ("City") and Providence Health &
Services-Washington dba Providence Health& Services Alaska("Providence")is made this 15th
day of February, 2014. Providence and the City may be referred to in this Amendment as a"Party"or,
collectively,as the"Parties."
RECITALS
WHEREAS, the City and Providence are Parties to a Management and Operating
Agreement ("Agreement")which became effective June 3, 2013 and which expires June 2, 2018,
under which Providence manages Providence Seward Medical& Care Center("PSMCC");and
WHEREAS, said Agreement includes provisions for Providence's management of
Seward Mountain Haven and for its management of PSMCC, which has heretofore included the
hospital,primary care clinic,emergency room, and long-term care facility; and
WHEREAS, the City of Seward and Seward Community Health Center, Inc. are co-
applicants recently awarded designation as a federally qualified health center ("FQHC") under
Section 330 of the Public Health Service Act, with an intent to assume responsibility for
operating a primary care health clinic in Seward to replace the existing Providence primary care
clinic at PSMCC beginning February 15, 2014; and
WHEREAS, as a result of carving off the primary care clinic operations currently
managed by Providence, it is necessary to modify the Agreement to reflect: 1) a modification in
the scope of services to eliminate Providence's operation of a primary care clinic and to clarify
that Providence has no operational, management, or other responsibility for the FQHC; 2)
commitment by the parties to cooperate in the sharing of space within the building currently
housing the hospital/emergency room/primary care clinic; 3) a requirement for the parties to seek
cost efficiencies and to preserve and strengthen the local partnership which formed the new
health clinic with goals of improving healthcare in the community through expanded access and
fostering cooperation rather than competition among healthcare providers; 4) acknowledging the
need for a future amendment to the Agreement aimed at reducing the Annual Fixed Periodic Fee
to reflect the reduced scope of services and associated direct and indirect costs associated with
the modification in building space, operating costs, and reduced services; and 5) that Providence
will not provide any services to, or related to the Seward Community Health Center, Inc's
operation of, the FQHC pursuant to the terms of the Agreement, and that the provision of any
services by Providence related to the FQHC, if any, will be governed by agreement(s) other than
this Agreement.
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AMENDMENTS
NOW THEREFORE, the parties hereby agree as follows:
1. Revised Recitals: The first three Recitals in the Agreement shall be replaced in their
entirety with the following:
WHEREAS,the City owns certain real property consisting of land,a hospital, and
a nursing home facility, Seward Mountain Haven("SMH"), which together with
improvements thereon,but exclusive of any space occupied or used for purposes
of operating the Seward Community Health Center Inc's federally qualified health
center, shall be referred to collectively herein as the Providence Seward Medical
and Care Center("PSMCC"); and
WHEREAS, Providence has administered hospital and primary care clinic
operations in Seward since June 28, 1996 and long-term care operations since
April 28, 2002; and
WHEREAS, effective February 15, 2014,the primary care clinic
operations will be assumed by a newly-formed 501(c)(3)organization, Seward
Community Health Center, Inc., operating a federally qualified health center
under Section 330 of the Public Health Service Act as a co-applicant with the City
of Seward ("FQHC"),and PSMCC will no longer include the provision of
primary care clinic services within its prescribed scope of work or have
responsibility for any aspect of the management or operation of the FQHC; and
WHEREAS,the City desires to continue quality, affordable health care for its
residents; and
2. Revised Section 1(a): Section 1(a) to the Agreement is hereby amended to
replace only the initial sentence in its entirety as follows:
(a) Agreement to Operate/Manage. The City hereby contracts with
Providence to be the sole and exclusive operator and manager of PSMCC with
respect to the hospital and long term care components of that facility for the term
of this Agreement; provided, however, that nothing in this Agreement shall
require Providence to provide any services to the FQHC, bear any responsibility
for any aspect of the FQHC's operations, or assume any liabilities or obligations
related to the operation of the FQHC within PSMCC's building.
3. Revised Section 1(a)(6). Section 1(a)(6) to the Agreement is hereby revised and
replaced in its entirety with the following:
6. Operate PSMCC in a manner consistent with their Medical Staff Bylaws, as
applicable. The parties hereby specifically agree to allow Providence, while
2
4'
acting in the name of PSMCC, to enter into certain exclusive contracts for the
practice of physicians, anesthesiologists, radiologists, pathologists, or other
hospital-based specialists for the benefit of PSMCC;
4. Revised Section 1(a)(16). Section 1(a)(16) to the Agreement is hereby revised
and replaced in its entirety with the following:
16. Work cooperatively with the City and the Seward Community Health Center,
Inc. to facilitate the sharing of space in the PSMCC building effective February
15, 2014, to the extent requested by the City, as necessary to achieve cost
efficiencies and support expanded access to primary health care services in
Seward through a partnership of community resources; and to preserve and
strengthen the local partnership which founded the newly-formed FQHC.
5. Revised Section 1(b). Section 1(b) to the Agreement is hereby revised and
replaced in its entirety with the following:
(b) General Control of PSMCC. Although the City has contracted day-to-day
operations and management of PSMCC to Providence during the term of this
Agreement, the City shall continue to own and have financial responsibility for
PSMCC. The City shall also have control over the facility other than day-to-day
operations. The City represents that, as of the Effective Date, it has a license as
owner of PSMCC, and has listed Providence on the license as the manager to
operate the PSMCC with respect to its hospital and long term care operations.
Providence agrees that it will take all steps necessary to maintain and continue the
PSMCC and licenses, permits, and certifications for the term of this Agreement,
and the parties agree to take all steps necessary to preserve the designation of co-
location of the critical access hospital and long-term care facilities at PSMCC, as
such designation is outlined in the regulations published by the State of Alaska
Department of Health and Social Services.
6. Revised Section 7. Section 7 to the Agreement is hereby revised and replaced in
its entirety with the following:
7. Annual Fixed Periodic Fee. Until January 1, 2014, the Annual Fixed
Periodic Fee ("AFPF") will continue to be computed under the provisions of the
previous Management and Operating Agreement between the parties that had an
effective date of October 8, 2008. For each full calendar year beginning January
1, 2014, the City shall pay Providence an Annual Fixed Periodic Fee equal to
$900,000, payable by the City quarterly, in arrears. This fee will replace any
allocated costs and/or management fee computed under the provisions of the
previous agreement, and is intended to approximate the worth of purchasing the
same or similar services on the open market. Partial years shall be pro-rated.
Beginning January 1, 2015 and each January 1st thereafter, the AFPF will be
adjusted based on the Consumer Price Index for the second preceding twelve-
month period ended December 31 (Anchorage Alaska, All Urban Consumers —
3
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Not Seasonally Adjusted, Base: 1982-1984.) (For example, January 1st 2015 will
be adjusted based on the CPI for the full year which ended December 31, 2013.)
Both parties understand and agree that the City has other financial obligations to
Providence pursuant to the terms of this Agreement. The Annual Fixed Periodic
Fee will be renegotiated no later than four months after the Seward Community
Health Center, Inc. begins providing primary care clinic services in the clinic
space previously occupied by Providence, in order to carve out costs previously
associated with the clinic operations at PSMCC from the Annual Fixed Periodic
Fee for 2014. The renegotiated AFPF will be prospectively adjusted to reflect the
removal of costs previously associated with the clinic operations at PSMCC
beginning on or after February 15, 2014, and shall apply for the remainder of
2014 and subsequent periods, subject to the Consumer Price Adjustments as
described herein.
7. Revised Section 15(c)., Section 15(c) to the Agreement is hereby revised and
replaced in its entirety, with the following:
(c) The minimum amounts and types of insurance required under this section
shall be subject to revision in accordance with standard insurance practices, in
order to provide continuously throughout the Term, a level of protection
consistent with good business practice and accepted standards in the industry.
Such factors as increases in the cost of living shall be utilized in assessing
whether the minimum insurance requirements should be increased. The City shall
notify Providence of any required changes in insurance coverage.
All insurance policies shall include a waiver of subrogation and shall provide for
30 days' notice to the City of cancellation and/or material change in policy terms.
All such policies shall be written either by insurance companies legally authorized
to do business in the State of Alaska and acceptable to the City, or by self-
insurance under the same terms as the policies for healthcare centers,hospitals, or
long-term care facilities owned or operated by Providence, and acceptable to the
City. The City shall be named as an additional insured party on each such policy
of insurance, and certificates thereof shall be furnished to the City. Nothing
herein shall be construed as a representation by the City as to the sufficiency of
any insurance coverage for any purpose.
8. Subsection 16(e): Subsection 16(e) shall be replaced in its entirety as follows:
(e) Providence shall have no obligation for, and the City shall indemnify and
hold Providence harmless from and against, any and all liability with respect to
any claims resulting from the negligence of the City or its agents or employees, or
any claims arising out of acts or omissions which occurred: (a)prior April 28,
2002 with regard to the previous Wesley facility long term care site; or(b)prior
to 1996 with regard to the hospital site; or(c) on or after February 15,2014,with
respect to the operation of the FQHC or any uses of the FQHC space within the
PSMCC building.
4
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9. Capitalized Terms: All capitalized terms in this Amendment No. 1 shall have the
same meaning given to such terms in the Agreement unless otherwise specified in this
Amendment No. 1.
10. Continuation of Agreement: Except as specifically amended pursuant to the
foregoing,the Agreement shall continue in full force and effect in accordance with the terms in
existence as of the date of this Amendment No. 1. After the date of this Amendment No. 1, any
reference to the Agreement shall mean the Agreement as amended by this Amendment No. 1.
The Parties have executed this Amendment No. 1 on the date first above written.
5
AGREED TO BY AND BETWEEN:
For CITY OF SEWARD:
James Hunt, City Manager Date
For PROVIDENCE HEALTH& SERVICES—WASHINGON
DBA PROVIDENCE HEALTH& SERVICES ALASKA:
6A-telb..st./AL,44 cp- /t/
Bruce Lamo - , Chief Executive Officer Date
6
LAS-
City of Seward,Alaska City Council Minutes
January 27, 2014 Volume 39,Page
CALL TO ORDER
The January 27,2014 regular meeting of the Seward City Council was called to order at 7:00
p.m. by Mayor Jean Bardarson.
OPENING CEREMONY
Police Chief Tom Clemons led the Pledge of Allegiance to the flag.
ROLL CALL
There were present:
Jean Bardarson presiding and
Marianna Keil Ristine Casagranda
Christy Terry David Squires
Dale Butts
comprising a quorum of the Council; and
Jim Hunt, City Manager
Johanna Kinney, City Clerk
Nanci Richey,Administrative Assistant
Absent—None
Vacant—One
CITIZEN COMMENTS ON ANY SUBJECT EXCEPT THOSE ITEMS SCHEDULED FOR
PUBLIC HEARING
Russ Maddox spoke of an illegal burn that had happened near his property years ago on
Nash Road. He never thought he would see such a burn again but a few weeks ago another one
occurred. Maddox stated the burn would not have been allowed if it had been disclosed what the
matter to be burned was. He felt this was an illegal burn and no one was acknowledging fault.
Sue Lang was a business owner in the Lowell Point community who expressed continued
concern on the odor that had grown worse because of the problems at the sewage lagoon.
APPROVAL OF AGENDA AND CONSENT AGENDA
Motion (KeiUTerry) Approval of Agenda and Consent Agenda
Motion Passed Unanimous
The clerk read the following approved consent agenda items:
LVO
City of Seward,Alaska City Council Minutes
January 27, 2014 Volume 39, Page
Approval of the January 13,2014 City Council Regular Meeting Minutes.
Non-objection to the liquor license renewals for Three Bears #20 and Marina Restaurant.
SPECIAL ORDERS, PRESENTATIONS AND REPORTS
Proclamations & Awards
In Memoriam Proclamation for Vanta Shafer.
Chamber of Commerce Report,Cindy Clock stated the Chamber had an economic growth
plan work shop planned for January 28, 2014. She thanked the Holiday Inn for hosting the event.
The Silver Salmon Derby Committee met with the Seward Fish and Game Advisory Council to
discuss enhancement of shore fishery. The recent Community Awards Dinner at Chinook's was a
sold out event. Maya Moriarty won the Person of the Year Award, Joe Tougas won the Business
Person of the Year Award,and Woody's Thai Kitchen won the Business Site Improvement Award.
Marie Fletcher of the Liberty Theater received a plaque for doing business for over 50 years and
Hugh and Iris Darling of Brown and Hawkins received recognition for doing business in Seward for
of over 100 years. Clock stated she would be attending the Kenai Peninsula Economic Development
District's Industry Outlook Forum in Kenai this week. The next Chamber luncheon was February 7,
2014. Joe Fong would be speaking at a later luncheon about Mountain Haven.
City Manager's Report, City Manager Jim Hunt stated there had been two purchases
between $10,000 and $50,000 approved by the City Manager since the last council meeting:
$31,946.00 to Digital Payment Technologies for the purchase of three automated pay stations for the
Parking, Campground, and Harbor Departments, and $27,917.00 to JWC Environmental for the
purchase of a new solid sewage grinder.
In Public Works,personnel assisted with an erosion issue at the north dock area.A fire hydrant
was losing protection due to tidal action. Chris Hansen was hired as the new equipment
operator/mechanic,bringing the crew to full staff.A Notice of Violation was received from the State
of Alaska, Department of Environmental Conservation on Monday, January 20, 2014 regarding
odors at the Lowell Point Waste Water Treatment Plant and permit non-compliance with several
Discharge Monitoring Reports during last summer.Violations included Dissolved Oxygen(being too
low), Fecal Coliform (being too high), and one instance of Percent Reduction (being low).
The Electric Department had one outage since the last council meeting. There was a
scheduled outage in the downtown area on January 30, 2014 to repair a damaged pole. The
department was starting the process of moving their office to the City's East Annex Building.As of
January 1, 2014, Homer Electric started producing power. The city has not monitored any system
disturbances to the Seward Electric System so far. All Railbelt Utilities were continuing to work
together on new operating procedures.
In the Harbor,the Polar Bear Jump Off Festival was a success and the harbor staff would like
to thank all of the volunteers that helped with this event. On January 16,2014,diesel fuel seeped out
L\
City of Seward,Alaska City Council Minutes
January 27, 2014 Volume 39, Page
of the 50-ton boat lift and trickled down into the harbor. Staff put out absorbent pads and recovered
most of the fuel. The spill was reported promptly to the proper authorities. The Port and Commerce
Advisory Board was researching various forms of natural gas. The Harbor staff sent one certified
letter to a customer that failed to advise the harbor if they wanted to continue or relinquish their slip.
This represented a big improvement compared to 2013 when there were approximately 10 letters
required. A January newsletter was sent out to harbor customers and the February newsletter had
also been prepared for distribution.
In Parks and Recreation,the department was planning a referee class for teens,reviewing job
descriptions, and making improvements to the Teen and Youth Center, Rec Room and the Park
Maintenance Shop. Some upcoming events were the Harmon Construction Poker Tournament on
February 22,2014 at Tony's and the Archery League every Tuesday at the Railroad Terminal.
Hunt stated he received the final version of Dr. Reid's second opinion inspection of the
Lowell Point Sewage Lagoon and anticipated he would provide it to council and the public
tomorrow. He asked for a council consensus to bring forward a resolution to request$500,000 for
this issue. Council gave no objection to this request Hunt stated administration needed to
evaluate and come up with the best plan of action on the sewage lagoon and then create a Request
For Proposal. He reiterated that the disposal of the lagoon material was the biggest obstacle.
In response to questions, Hunt stated he had not received a letter from DEC on burning.
Terry thanked Foutz for updating the costs for the Electrical Warehouse Building. Electric
Utility Manager John Foutz stated electrical engineering Request For Proposal costs were not
known yet and,therefore,not included in the costs provided to council. Foutz also stated they were
still waiting for the projected revenue sources to be redirected. Terry requested to see a total for the
project when the resolution to approve the electrical engineering contract came before the council for
approval.
Other Reports,Announcements and Presentations
Presentation by the Seward Mural Society on the 2013 Friendship Mural created in
Obihiro,Japan.
PUBLIC HEARINGS—None
UNFINISHED BUSINESS—None
NEW BUSINESS
Resolution 2014-012, Prioritizing The City Of Seward's Calendar Year 2014 Federal
Legislative Priorities.
Motion (Terry/Keil) Approve Resolution 2014-012
Assistant City Manager Ron Long stated this was at the request of the city's Federal
City of Seward,Alaska City Council Minutes
January 27, 2014 Volume 39,Page
lobbyist in consultation with our Federal congressional delegation to select the top three Federal
priorities. The three presented tonight were administration's recommendation based on the Federal
priorities previously approved for 2014.
In response to Terry,Long said there were some cost savings with the Phase 1 development
for SMIC expansion but they were unknown. Administration wanted to stay consistent with the
previously approved resolution as well, so they recommended keeping the figure at $7.9 million.
Motion to Amend (Casagranda/Squires) Amend Resolution 2014-012, Moving
Priority Number 1 To The Number 3 Slot,
Moving Priority Number 2 To The Number
1 Slot, And Moving Priority Number 3 To
The Number 2 Slot.
Casagranda felt the city should take care of their existing infrastructure first.
Squires asked where the$2 million amount for mitigation for flood risk reduction at Lowell
Creek came from, and Long stated it was recommended by the Army Corps of Engineers and Hunt
added that figure was just to pay for the city's share of the study. Since there was a proposed federal
budget this year, this might be Seward's best opportunity to advocate for funding assistance
federally.
Terry agreed with Casagranda's reasoning,but she thought it was their best chance to get the
funds for the SMIC Expansion Project at the state level, and it needed to be the top priority at all
levels. Butts stated he also understood Casagranda's intention,but the project was moving forward,
and this next step was extremely important to show as the city's most important priority.
Motion to Amend Failed Yes: Casagranda
No Terry,Keil,Squires,Butts,Bardarson
Main Motion Passed Yes:Butts,Squires,Terry,Keil,Bardarson
No Casagranda
Other New Business
Discussion on upcoming council travel, including selecting the mayor to attend the Alaska
Municipal League Conference of Mayors Winter Legislative Session February 17-19,2014 in
Juneau and selecting the mayor and/or a council member to travel with administration for
upcoming legislative trips to Juneau,Seattle,and Washington,D.C.
It was decided Mayor Bardarson would travel for these legislative trips and when the dates of
the Seattle,Washington D.C.,and any additional Juneau trips were known,council may send
additional members. Council also requested the City Clerk give them an update on their travel
fund to be certain the budget could allow for this travel.
City of Seward,Alaska City Council Minutes
January 27, 2014 Volume 39,Page
Declare the council seat of Vanta Shafer vacant and instruct the City Clerk to advertise a
notice of vacancy on the City Council with a term to expire October 2014.
The seat was declared vacant by council and the City Clerk was directed to advertise a notice
of vacancy with a deadline of Tuesday, February 18, 2014. Council would appoint a new
member at their February 24,2014 City Council Meeting.
INFORMATIONAL ITEMS AND REPORTS—None
COUNCIL COMMENTS
Keil congratulated Maya Moriarty, Joe Tougas,Woody's Thai Kitchen, and Marie and the
late Skip Fletcher for their community awards and recognition received at the Chamber Awards
Dinner. She attended this event and there was a nice tribute to Council Member Shafer. Keil stated
she was going to miss her colleague. She brought a smile to her face, she would never forget her
Casagranda thanked everyone for speaking at the meetings and those who stayed involved.
She thanked the Seward Arts Council for representing Seward in Obihiro. She stated Council
Member Shafer would be missed in many ways.
Squires sent condolences to the Hamilton and Shafer family. Council Member Shafer would
be missed throughout the community. He thanked everyone for being involved in the community,
even if they disagreed.
Terry said Russ Maddox was not telling the truth in his comments tonight. The burn in
question was not an Alaska Railroad burn and Orion Contractors was the responsible party. Council
Member Shafer was an outstanding community servant and an amazing mentor. Terry was sorry for
the loss of a beloved high school student and expressed condolences especially to his family.
Butts offered his condolences to all the families with losses these last few months, and
specifically to the Shafer family and the Hamilton family. He attended a Kenai Peninsula Economic
Development District meeting last Thursday, and spoke with the organization on hopefully being
more involved in Seward. Butts would be attending the Economic Outlook Forum in Kenai. He
would be reporting how Seward was doing economically and hoped to speak with some legislators
and the Governor. As a response to anyone who spoke during citizen comments,he asked that they
please make sure they have all of the facts first.
Long stated he would be in Anchorage for an Anchorage Economic Forecast meeting and
then with Butts in Kenai. He thanked Butts for attending these meetings and extended his
condolences to the many families experiencing loss.
Hunt said he was disappointed in Maddox's comments tonight. He was working on an
investigation on what occurred with the burn and would present his findings to the council. Casting
allegations was unproductive.
City of Seward,Alaska City Council Minutes
January 27, 2014 Volume 39, Page
Bardarson congratulated the winners of the Chamber awards. She conveyed her
condolences to all of the families suffering right now.
CITIZEN COMMENTS
Russ Maddox spoke on the Environmental Protection Agency notifying the city and Seward
Ship's DryDock they were reopening the investigation on environmental practices at the shiplift
facility. He felt council really needed to hear what was going on. Investigations were very serious
and the city needed to clean up Seward Ship's DryDock.
Lynda Paquette said she would miss Council Member Shafer. Shafer was very supportive
of the Lowell Point Sewage Lagoon Treatment Facility. Paquette clarified some statements earlier
that Dr.Reid was providing consulting work at the lagoon,and not SMIC. She noted the report that
referenced the Notice of Violation at the Lowell Point Sewage Lagoon was a dual notice for
wastewater and air. Paquette didn't understand how government worked,but to not publicly admit
that the city had a deadline to respond to this dual notice of violation seemed to be lacking in
transparency. She asked everyone to make 2014 honest, truthful, and transparent and to do less
talking and more doing.
In response to Paquette, Hunt clarified he meant Lowell Point, not SMIC.
COUNCIL AND ADMINISTRATION RESPONSE TO CITIZEN COMMENTS
Casagranda clarified the second opinion by Dr. Reid and the request for$500,000 was all
for the Sewage Lagoon at Lowell Point.
EXECUTIVE SESSION
Motion (Terry/Keil) Go into Executive Session to discuss City
Manager's Annual Evaluation.
Council requested that City Manager Hunt attend the executive session.
Motion Passed Unanimous
Council went into executive session at 8:12 p.m.
Council came out of executive session at 8:59 p.m.
ADJOURNMENT
The meeting was adjourned at 8:59 p.m.
Johanna Kinney Jean Bardarson
City Clerk Mayor
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AGENDA STATEMENT
Meeting Date: Mardi 10, 2014
From: Johanna Kinney, City Clerk
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Agenda Item: Non-objection to the Renewal of Liquor License# 4617 for Chinooks
Waterfront
BACKGROUND & JUSTIFICATION:
The City Council has an opportunity to object to the renewal of Beverage Dispensary Liquor
License #4617 for Chinooks Waterfront.
The City of Seward Police Department, Fire Department, Utilities Department and the Kenai
Peninsula Borough Finance Department have no objections to the liquor license renewal for
these businesses.
FISCAL NOTE:
In the event the City of Seward chooses to file a protest for the above liquor license renewals,
then under Alaska Statutes the City of Seward will be required to assist in, or undertake the
defense of its protest.
RECOMMENDATION:
Non-objection to the renewal of Beverage Dispensary Liquor License #4617 for Chinooks
Waterfront.
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MEMORANDUM
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Date:
To: Michelle Endresen Finance/Leases
Kari Atwood Finance/Public Utilities
Chief Tom Clemons Police Department
Chief Eddie Athey Fire Department
From: Brenda Ballou, Deputy City Clerk\o;r1
RE: Verifying Compliance For Renewal Of Liquor License
The following business has applied for a renewal of their liquor license. Please review for
compliance with all utilities, lease payments and assessments. Thank you.
Name of Business: Chinooks Waterfront
Type of License: Beverage Dispensary
License Number: 4617
Department Status Initials
Finance/Leases AIM
Finance/Utilities kbe0
Police Chief O IC
Fire Chief
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KENAI PENINSULA BOROUGH
144 North Binkley Street • Soldotna, Alaska 99669-7520
PHONE: (907)714-2160 • FAX: (907) 714-2388
Toll-free within the Borough: 1-800-478-4441 Ext. 2160
Email: assemblyclerk @borough.kenai.ak.us
JOHN! BLANKENSHIP, MMC
BOROUGH CLERK
January 23, 2014
Ms. Christine Lambert
Records& Licensing Supervisor
Alcoholic Beverage Control Board
2400 Viking Drive
Anchorage,AK 99501-1768
RE: Non-Objection of License Renewal
Business Name Chinooks Waterfront
License Type • Beverage Dispensary
License Location ▪ City of Seward
License No. 4617
Dear Ms. Lambert,
This serves to advise that the Finance Department has reviewed the above referenced
application and has no objection to the renewal of this license.
Should you have any questions, or need additional information, please do not hesitate to
contact our office.
Sincerely,
Johni Blankenship, MMC
Borough Clerk
JB/kir
cc: Applicant
City of Seward
KPB Finance Department
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Department of Commerce, Comm THE STATE ,
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Fax:
December 18, 2013
RE: Liquor License Renewal Notice
Attn: Homer City Clerk Kenai City Clerk
Seward City Clerk Soldotna City Clerk
Kenai Peninsula Borough Clerk
HOMER
Typ,: Beverage Dispensary
Lic -* 2300
DBA ame: Down East Saloon
Premise ' ddress: 3125 E End Road
Owner: Down East, Inc.
Mailing Ad. -ess: 3125 E End Road orner,AK 99603
Type: Beverage Dis. -nsaiy
Lic #: 1085
DBA Name: Kharacte
Premise Address: 3851 S,elford
Owner: L & . Inc.
Mailing Address: '8 Shelford, Homer,AK 99603
Type: Be .-rage Dispensary
Lic #: 98
DBA Name: The A .i
Premise Addl.: s: 453 E Pi. eer Ave.
Owner: Mix Rocks, LLC
Mailing A,,dress: 4525 Heidi t ourt, Homer, AK 99603
Type: Beverage Dispe ary - Seasonal
Lic -: 3174
D IA Name: Harbor Grill
'remise Address: 4262 Spit Road
Owner: Don Jose's LLC
Mailing Address: 2052 E Northern Lights Blvd.,Anchorage, AK 99508
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Renewal Notice 12-18-13 Page 1
Type: Restaurant Eating Place
•. is #: 4475
D: ' Name: Magpye's Pizzeria
Pre '.se Address: 34177 Sterling Hwy.
Own- Margaret K. Lupton&Jeffrey T. Clo► s
Mailin• ' ddress: PO Box 201, Sterling,AK 99672
Type: Restaurant Eating Place - Seaso%al
Lic #: 3647
DBA Name: Kenai Fjords Wilderness Loge
Premise Address. Fox Island
Owner: CIRI Alaska Tourism C. -poration
Mailing Address: 2525 C Street, Ste. 501 Anchorage,AK 99503
Type: R. taurant Eating ''lace - Seasonal
Lic #: 38
DBA Name: Kena Backco try Lodge
Premise Address: South ` ore •kilak Lake
Owner: Alaska • : and Adventures Inc.
Mailing Address: PO Box :', Girdwood,AK 99587
Type: Res a urant Ea g Place—Public Convenience
Lic #: 47:2
DBA Name: gfisher Roadho se
Premise Address: 19503 Sterling Hwy.
Owner: Kingfisher Roadhouse LC
Mailing Address- PO Box 538, Cooper La .sing,AK 99572
Type: Winery
Lic #: 5188
DBA Name: Alaska Berries
Prei ..e Address: 48660 W Poppy Lane
Ow'er: Alaska Berries LLC
Mailing Address: 48660 W _ ••• Lane Soldotna _
SEWARD
Type: Beverage Dispensary
Lic #: 4617
DBA Name: Chinooks Waterfront
Premise Address: 1404 Fourth Ave.
Owner: Aqua Pesca,LLC
Mailing Address: PO Box 2327, Seward,AK 99664
Type: Package Store
Lic #: 3909
DBA Name: Three Bears
Premise Address: 1711 Old Seward Hwy.
Owner: Three Bears Alaska Inc.
Mailing Address: 445 N Pittman Road, Ste. B, Seward,AK 99623
5L
Renewal Notice 12-18-13 Page 5
City of Seward,Alaska
_joy sett, City of Seward Vf.c FloitelIC •s 3 1965 2005
P.O.Box 167
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„Al Seward,Alaska 99664-0167
4ix All-America City
lkAsIr-1" Main Office (907)224-4050
1
Facsimile (907)224-4038
March 4, 2014
The Honorable Mark Begich
United States Senate
111 Russell Senate Office Building
Washington, DC 20510
Dear Senator Begich,
Our community is grateful for your perseverance in helping to maintain safe
accessibility for aviation in Alaska. Seward is very pleased to hear of the planned
funding listed in the Governor's proposed budget for desperately needed repairs to our
airport. You are, in large part, to thank for that.
I write to you today with sincere thanks for your support in requesting funding for
complete repairs of the airport in Seward. We appreciate you advocating for full repairs
to the facility. The City of Seward is thankful for you recognizing the importance in
bringing the long runway to its previous weight bearing standards for the safety,
accessibility, and economic growth of our community.
On behalf of all residents of the City of Seward, I thank you for your service to
Alaska and the Nation. We appreciate your efforts in bringing this matter to Governor
Parnell's attention.
Sincerely,
-1.4041) 004,e10/1.44n)
Jean Bardarson, Mayor
City of Seward
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Page 1 of 1
Wad ta
February 18,2014
The I lonorable Sean Parnell
Governor, State of Alaska
PO Box 110001
Juneau,AK 99811
[)ear Governor Parnell.
With 80 percent of our communities inaccessible by road and a state
economy that depends heavily on travel and tourism,Alaskans rely on
aviation more than any other state. So I strongly encourage you to restore
Seward`s airport to full operating condition by completing repairs to its long
runway.
Seward's airport has two runways,one 4.200 feet long and a shorter one at
3.400 feet. As you know,the longer runway was damaged in the disastrous
flooding that hit Seward last fall. Flooding undermined the soil under the
runway and„as a result. the weight of aircraft landing on it has been limited
to 12.500 pounds,
The longer Seward runway is a key public safety and economic link Air the
region. It is frequently used by Coast Guard C-130s,which the shorter
runway cannot accommodate. Medevae jets also need the longer runway for
safe operations. Business and private jet traffic is increasing and these
aircraft rely on the longer runway. All or this traffic makes the availability
of jet fuel commercially viable at the airport. Without commercial jet fuel.
Coast Guard and State trooper helicopters could not refuel in Seward,one of
the only places they can get Jet-A in the region.
I understand that$17 million in federal Airport Improvement Program funds
are available to the state to make the repairs,and that the state Department
of Transportation and Public Facilities is considering several options,
including removal of the longer runway or repairs to the longer runway hut
not to bring it up to its previous weight-bearing standards„ I encourage the
state to use the federal funds to fully restore the longer runway to its
hthyllepurnrdritvnewc antrilwn-rnntenth ml nad ROO 1 4/02/image.nng 2/27/2014
Page 1 of 1
The Honorable Parnell
February 1 8. 2014
Page 2
previous capacity. The City of Seward and the surrounding area rely too
heavily on the economic and public safety benefits the airport brings to do
anything else.
I also understand the slate is looking more comprehensively at needed
runway lengths at airports around the state. I encourage you to carefully
consider the public safety and economic impacts that longer runways can
bring to communities both on and()tribe road network.
Sincerely,
Mark Begich
United States Senator
1-0-1,•ilepurQrricitynewc rnm/wn-cnntenthmlnarls/2014/02/image-1.one 2/27/2014
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