HomeMy WebLinkAbout12102012 City Council Work Session Notes - Providence Contract Review , .I
WORK SESSION NOTES ON iit)victefice, co)Ttra ct . '
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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 dobusiness in Alaska providence").
RECITALS .
WHEREAS,the City owns certain real property consisting of.land and a hospital ;together
with:other improvements thereon; and,is in-the process of buildinga long-term care facility on a
:separate•;parcel.-of .land..(collectively, the Providence •Seward Medical and'Care 'Center,
"PSMCC"); and .
WHEREAS, Providence has administeredhospital operations in Seward since June.28,
1996 and long-termcare operations since April 28,2002;and
WHEREAS,the City,desires to continue affordable health;care for its residents;and
WHEREAS, the City desires a single delivery system for acute,care and long term care
services;and
WHEREAS, the City desires cost effective health care services with',emphasis on reducing
duplication and inefficiencies in the delivery system;and
• WHEREAS; the;City desirestoengagesa company.with sufficienthealihcare 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: ' • - . •
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NOW,THEREFORE,the City and Providence agree as'follows:
1. Operations:
(a) Agreement to Operate/Manage. The City hereby contracts with Providence to
be the sole and exclusive operator and manager of PSMCC for the term of this 'Agreement.
Providence hereby agrees to operate and manage PSMCCron 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 the Providence Seward Medical and Care Center. 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 Agreementand subject to the other provisions of this Agreement,
Providence shall operate PSMCC,and may perform or arrange for the provision of the following:
1. Ensure timely deposits into the Accounts (as defined in Section 5) 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
sarne,are required;
.2.: Establish all prices, price schedules,rates and rate schedules for PSMCC;
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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;
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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, creed, color, 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;
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;
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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
g 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. 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: (i) 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
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
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the manager to operate the PSMCC. Providence agrees that it will take all steps necessary to
maintain and continue the PSMCC arid 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 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 oily 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;
(4) At such time as Providence becomes aware of any act of nature or any other event
which has a material adverse effect on Providence'Obility to operate PSMCC.
2. Effective Date and Term. This Agreement shall become effective upon execution
by both parties following adoption of Resolution 2008- (the "Resolution") by the Seward City
Council (the"Effective Date"). The term of this Agreement shall be 18 months from the Effective
Date unless sooner terminated as provided herein, provided that the parties may extend for
three additional one-year terms upon mutual written consent, so long as the terms of the
extension are the same as this Agreement, and that the terms are 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 6, is subject' to approval by the Seward City
Council.Providence understands that under the Charter and Code of Ordinances of the City,
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• 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 thevoters of the,City,and:Providence shall.not be
entitled,to any damages orotl er relief against-the:City in the.event the`Resolution is-not so -
approved. On the Effective Date;the Prior Agreement shall=terminate; -.
3. . ;; Operating,Expenses. In'accordance-with:theoperating budget adopted annually,
Providence will incur:costs generally associated with the:.operation•of a health care-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..6, and will not be billed.to PSMC in addition to
the AFPF. ' 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
require:approval from the City Manager-or designee'. prior':'topurchase; 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. .:
4. - Admission. Policy. Providence agrees to accept- any and all bona fide
emergency .patients . PSMCC. ;can accommodate. . .Providence shall treat patients ,in
accordancewith 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,
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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(s) 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 aIong-
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
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't Specifications).. _
Providence further acknowledges the importance tolthe 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.
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5. 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:
(i) 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.
(ii) 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 termination of this
Agreement,at which time Providence shall resign as co-signatory for the Accounts.
(iii) 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. .
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(b) Providence will perform all billing and collection activities for PSMCC accounts
receivables, will process accounts payable, and will. 'provide such other administrative,
accounting and clerical services as are necessary. All revenues and cash collections including
those from patients, 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 Agreement; and all
grants or portions thereof attributed to PSMCC arising out of or related to PSMCC during the
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term of this Agreement,shall be used first 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 discretion, to pay debt service on the City's
existing general obligation and/or revenue bonds related,to the PSMCC, the costs of repairs,
renewals, improvements or additions to PSMCC, or to cover past, present or future operating
losses.
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(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,
statistics on patients treated, and other information of interest to the City and the community.
Providence shall provide the City with three copies of the report for distribution among the City
officials and membersof 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
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operation of PSMCC. Original copies of medical and hospital records shall be maintained and
stored at PSMCC or at anotherfacility acceptable to Providence. No Seward General records
prior to July 1, 1996 may be destroyed without the consent of the City, which consent shall not
be unreasonably withheld.,..
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(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-lb 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 acknowledgethat 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$25,000,
or contract in an amount greater than $25,000 annually; (ii) instigation of any litigation on behalf
of PSMCC against a third party where the amount in controversy exceeds $25,000; and-(iii)
settlement of any litigation on behalf of PSMCC where the amount in controversy exceeds
$25,000 or the proposed settlement involves payment by PSMCC of an amount.in excess of
$25,000.
Providence will provide the City with monthly financial reports, including current
revenues, expenses, and statements of cash flow, prepared in accordance with generally
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accepted accounting principles. The monthly reports'shdll include comparisons to budgeted
amounts and prior-year historical comparisons. The City shall have access to all financial
information related to PSMCC.-
Providence will timely notify the City in the event there is a decrease in the number of
resident physicians, or an increase in the use of contract)medical services, such as traveling
Registered Nurses.'
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6. Annual Fixed Periodic Fee.
For each full calendar year beginning July 1, 2008, the City shall pay Providence an
Annual Fixed Periodic Fee ("AFPF") equal to $800,000 , payaI ble 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, for the period January 1, 2008 through June 30, 2008.
Partial years shall be pro-rated. Beginning July 1, 2009, the;AFPF will be adjusted based on the
Consumer Price Index for the twelve-month period ended June 30,2009'(Anchorage, Alaska, All
Urban Consumers Not Seasonally Adjusted, Base:1982-1984) 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 for the period beginning
January 1,2010,as necessitated by the completion bf the new long-term facilify.
7. Employment. ' F
(a) All personnel of PSMCC during the term of thisl'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"). The City shall have the right to participate in,and ask for a review process
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regarding.the selection of an Administrator. The Administrator.shall be Providence's primary
• representative wit;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 earner of termination or expiration of this
Agreement, Providence shall terminate the employment of all employees identified by
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Providenceas primarily utilized at PSMCC under this Agreement.
(c) The City shall defend, indemnify, and hold Providenceharmless from, all-other
claims or liability for employee benefits earned or employeeclaims made. relating to
employment with Wesley prior to April 28,2002.
8. 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
andshall provide all draft cost reports to the City for review and comment no less than 30 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, theparties 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.
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9. Replacement Facility. The City is in the process of constructing a new long-term
care'facility which'will be operated by Providence as part of PSMCC, and in accordance with
the guidelines established for official Green House Projects.' Upon licensure of'the=new facility
by the State of Alaska as a nursing home and certification from the federal government as a
skilled nursing facility, use of the current long-term care facility property will cease and all long-
, term care services shall thereafter be provided at the newly constructed long term care facility
on City property. The term "PSMCC" as used in this Agreement means the hospital site and the
existing long-term care site until all long term care operations are moved to the new site.
Thereafter, "PSMCC" means the hospital and green house sites. Transition costs shall be
included in Operating Expenses.
10. Equipment.
(a) Providence shall maintain all equipment at PSMCC,regardless of ownership.
(b) Providence will retain title to all PSMCC equipment owner! by Providence. 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.
12. 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
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Expenses will be 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 fundsare;available to pay Operating Expenses; Providence will notify..the ,City
verbally and in writing via fax and Email. Providence will thenhave•the sole;,discretion.to.require
payment as described.in_Subsection 12 (b) or Subsection 12 (c).,, In the;event the iCity fails to
transfer funds adequate.to support Operating Expenses, in,accordance,with Section,12(b) or
12(c), and such failure.is. not cured within 60 days of theoriginal 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
Seward account.Such funds maybe 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 bein 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 Alaska Medical Center. Interest will
be calculated monthly at the Prime Rate + 1% on the average outstanding balance for fhe
month,where the Prime Rate is defined in.the Wall Street Journal Financial Section. Principal plus
unpaid interest,must be,fully paid by December 31, 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. .
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13. Supplies. Providence shall, as part of its Oper:,ating Expenses,supply and maintain
all expendable supplies as may be required in Prbvidences 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 atthe Property.
• 14. 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 16.
15. Alterations.
Providence shall have the right to make alterations, additions, improvements and
renovations to PSMCC as Operating Expenses, provided: (a) Providence shall notify the City with
respect to any such work requiring any substantial expenditure; (b) such work shall not'adversely
affect the structural integrity of PSMCC or diminish the value thereof; (c) any suchwOrk shall be
performed in a good and workmanlike manner and in conformance with'all applicable building,
fire and health regulations; and (d) the City shall have. approved in writing such work in
advance, in the City's sole discretion. I
16. 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 td PSMCC in an amount of at least$5
million per occurrence and$10 million annual aggregate; provided, however that Providence's
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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,as evidenced by Exhibit"G". The Operating Expenses will include the
payment of such deductible/coinsurance amounts. All costs incurred by Providence under the
terms of this Section 17(a) shall be deemed OperatingExpensesand 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 anykind whatsoever to PSMCC.
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(c) The minimum amounts and types of insurance required under this section shall be
subject to revisionin accordance with standard insurance practices,in order to provide
continuously throughout the Term,a'level of protection consonant 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 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 herein shall be construed as a
representation by the City as to the sufficiency of any insurance coverage for any purpose. •
17. 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 oil unknown,Mixed or contingent,
accrued or unaccrued, arising from Providence's operation ofPSMCC 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
{
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Agreement,whether,known or unknown,fixed or-contingent, accruector unaccrued pursuant to
this Agreement,except where such claim,liability or obligation arises from the Citys negligence
or material breach of this Agreement.
(c) The parties will defend;indemnify and hold each other harmless from anyloss,
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.
(d). The obligations.:under this Section 18 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 hegligence of the.City'orifs agents-or employees, or any claims arising out of acts or
omissions which occurred.prior.to (a) April 28;2002 with regard to the existing long term care site
or(b) 1996 with regard to.the'hospital site. - - -
• 18. 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
Page 19 of 31
proyision of this Agreement shall inure to the benefit of and'shall be binding upon the successors
"in interest of Providence and the City. '
19 Early Termination. Either party shall have the option in its sole discretion, to
terminate this Agreement upon twelve (12) months written notice to the other party.
20. 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 Religious Directives for Catholic Health Care Facilities, as amended from time to
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.
21. 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
Page 20 of 31
0
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 17 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.
(e) The cessation by Providence of use of the Property for the purposes contemplated
hereby for a period of thirty (30) consecutive 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.
22. Winding' Uo. This.,Section 22:-shall survive termination or expiration of this
Agreement. poop the termination or expiration of this Agreement, the followirig 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
Page 21 of31
0 V y
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 have the right to 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 operationsofPSMCC. i -
(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
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.
23. 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 . i ..
Seward, Alaska 99664-0167
ATTN: City Manager -
Phone: 907.224.4047
Page 22 of 31
Fax No.: 907.224.4038
Email: citymgr@cityofseward.net
To,Providence: , ; Providence Health and Services-Washington
d.b.a. Providence Health and Services-Alaska
3200 Providence Drive•
P.O. Box 196604
Anchorage,Alaska 99519-6604
ATTN: Chief Executive, Alaska Service Area
Fax•No.:907,261-3041; •
Email: susan.humphrey-barnett@providence.org
Such addresses may be changed by either party by ten (10) days' prior written notice to the
other party.
24. 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
Agreement on behalf of such party, that all actions by such organization have been taken to
authorize execution, 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.
25. 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.
Page 23 of 31
1 \
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(c) Except as may have already been obtained, no consent or approval of any
trustee or holder of any indebtedness or obligation of Providence, and no consent, approval,
permission, authorization, 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.
•
(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.
Page 24 of 31
;y. (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.
(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, delivery, or performance of this Agreement or consummation of
fhe 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, regulation, ordinance, code, order, judgment, ruling, writ, injunction, decree, or
award.
26. 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:
Page 25 of 31
•
(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 terms,conditions or provisions of any material contract,plan,
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.
27. 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.
28. 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:
Page 26 of 31
0
•
Providenceagrees 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
rules promulgated pursuant 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; (3)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 feasible, Providence agrees to
limit any uses of Protected Health Information after this Agreement's termination or expiration to
Page 27 of 31
0
those specific uses or disclosures that make it necessary for Providence to retain the information;
(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'tb 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 HIPAk'•
Breach of this section shall be considered material.
29. Access to Books and Records Pursuant to 42 U.S.C. Section 13995)4\1)(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 oncost of ten thousand dollars ($10,000) or more over a Svelve (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) yearsafter 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 28 of 31
and such books, documents and records as are necessary to verify the nature and extent of
such costs. •
30. 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 disputesshall 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 representatives,'successors
and assigns.
Page 29 of 31
0 •
(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
Its: C /9z.A.-s#4z9
Date: /-0 /ze ex:,Es
Page 30 of 31
C) (7)
•
CITY OF SEWARD
• By:
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Citfictier
Date:
° AOtref
ATTEST:
/ -
Jean Lewis
City Clerk
(Cif),seal)
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Page 31 of 31
•
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AMENDMENT NO. 1 TO
MANAGEMENT AND OPERATING AGREEMENT
BETWEEN
CITY OF SEWARD AND PROVIDENCE HEALTH&SERVICES
This Amendment No. 1 ("Amendment") to the Management and Operating Agreement
("Agreement") between the City of Seward ("City") and Providence ealth & Services-Washington dba
Providence Health&Services,Alaska("Providence")is made this q I- day of February,2010.
WHEREAS,the City and Providence have been partners in the provision of healthcare services in
Seward since June 28, 1996,and in the provision of long-term care services since April 28,2002;and
WHEREAS,the current Agreement was approved on September 8,2008 with an effective date f
October 8,2008 and expires April 8,2010,with options to extend for up to three additional years;and
WHEREAS, the parties desire to extend the contract in order to continue their shared goal of
providing quality healthcare to the residents of Seward;and
WHEREAS, the parties have demonstrated a successful history of working together to promote
and improve community wellness, meet community needs, improve physician longevity, enhance elder
dignity through construction and operation of Alaska's first Green House long-term care facility,
strengthen Seward's healthcare system,and ensure quality and patient safety.
Now therefore, for and in consideration of the mutual promises and covenants herein contained, the
parties agree as follows:
1. Term. Providence and City agree that the term of the Agreement is hereby extended from April 8,
2010 to April 8,2013 under the same terms and conditions as set out in the Agreement,and subject to any
termination rights set forth therein.
2. Adjustment of Annual Fixed Periodic Fee. The parties hereby agree that in accordance with Section 7
"Annual Fixed Periodic Fee"("AFPF")the AFPF will continue to be adjusted annually on July 1st,based
on the Consumer Price Index for the previous twelve-month period ended June 30, (Anchorage, Alaska,
All Urban Consumers—Not Seasonally Adjusted,Base: 1982-1984).
3. This Amendment will take place immediately upon approval by both parties listed below.
4. 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. After the date of this Amendment,any
reference to the Agreement shall mean the Agreement as amended by this Amendment.
City of Seward: Provielezce Health&Services,Alaska:
By: mmr���y,:W
Philip E. Oa es 6e.e"v • "'•.'
. a � �'Sz.�0
City Manager ���� osieWe ,.entive Officer
ATTEST:
. . • o a
Jei Lewis,Fir 44044>4'j 4...y�1.0° ° °"�
Ci Clerk ®.4,4, OF os
' I
AMENDMENT NO. 2 TO MANAGEMENT AND OPERATING
BETWEEN THE CITY OF SEWARD
AND
PROVIDENCE HEALTH & SERVICES—WASHINGS
DBA PROVIDENCE HEALTH& SERVICES ALAS
This Amendment No. 2 ("Amendment") 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 22"a day of
February, 2010.
RECITALS
WHEREAS, the City and Providence are parties to a Management and Operating
Agreement ("Agreement") which became effective October 8, 2008 and which expires April 8,
2013, 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 financial management of PSMCC; and
WHEREAS, effective October 1, 2009, Seward's new long-term care facility was opened
and PSMCC vacated the former Wesley facility and began operations of Seward Mountain
Haven; and
WHEREAS, the City issued $27 million in revenue bonds to finance the construction and
equip Seward Mountain Haven on March 18, 2008, pursuant to Resolution 2006-28 passed by
the Seward City Council on March 13, 2006 and subsequently amended by Resolution 2007-050
approved on May 14, 2007; and
WHEREAS, the City pledged the revenues of Seward Mountain Haven as security to
repay said revenue bonds; and
WHEREAS, revenues from Seward Mountain Haven are collected by PSMCC and this
Amendment proposes to establish the procedure by which these revenues will be transferred
from PSMCC to the City for purposes of repaying bonded indebtedness; and
WHEREAS, a primary consideration in the issuance of revenue bonds for Seward
Mountain Haven was the fact that under current Medicaid rate-setting regulations,
reimbursement rates are established on a cost-based reimbursement methodology, which is
assumed to, over the long-run, recover the capital costs associated with Seward Mountain Haven
from the capital-component of reimbursement rates. It is the capital portion of the
reimbursement rate which is intended by this Amendment to be used to repay bonded debt. The
capital component of the Medicaid reimbursement rate would apply to patients who are eligible
for Medicaid at the time of receiving service at Seward Mountain Haven. The City and
1
Providence understand that the Medicaid reimbursement methodology is subject to change, and
therefore provides no guarantee of future revenues to repay facility capital costs; and
•
WHEREAS, the parties understand that any anticipated cash shortfall, whether identified
in the annual budget or recognized subsequent to passage of the annual budget, will require
coordination between the City and Providence to determine how to address the shortfall. The
City is more likely to require operational solutions to address revenue shortfalls, than to expect
contributions from the Seward City Council. The City has; expressed its expectation that the
facility will strive to operate at a break-even, and therefore operational changes will be expected
in order to balance the budget; and
WHEREAS, Section 12 of the Agreement defines the City's obligations to ensure that
sufficient funds are on hand to pay the costs of PSMCC, and defines Providence's sole discretion
to require payment by the City for any shortfall. The City and Providence continue to work
cooperatively to ensure that such shortfalls are timely repaid by the City as required by the
Agreement.
AMENDMENT
NOW THEREFORE, the parties hereby agree as follows:
1. 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 Parties understand therefore, that funds associated with operating
PSMCC, whether operating or capital in nature, are the City's responsibility, and
the City has the authority to determine that revenues are used first to repay debt
obligations, and then to pay for operations. The Parties further understand that
the City has the financial obligation to cover any shortfalls associated with
operating PSMCC, including Seward Mountain Haven. 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. Providence
agrees that it will take all steps necessary to maintain and continue the PSMCC
and its licenses, permits and certificates for the term of this Agreement, and the
parties agree to take all steps necessary to preserve the designation of co-location
at PSMCC, as such designation is outlined in the regulations published by. the
State of Alaska Department of Health and Social Services ("DHSS").
•
2. Revised Section 9. Section 9 to the Agreement is hereby revised and replaced in its
entirety with the following:
2
•
9. Replacement Facility. The City constructed a new long-term care facility which
will be operated by Providence as part of PSMCC, and in accordance with the guidelines
established for official Green House Projects. Upon licensure of the new facility by the
State of Alaska as a nursing home and certification from the federal government as a
skilled nursing facility, use of the former long-term care facility property ceased and all
long-term care services shall thereafter be provided at the newly constructed long term
care facility on City property. The term"PSMCC" as used in this Agreement means the
hospital site and the existing long term care site until all long term care operations were
moved to the new site. Thereafter, "PSMCC" means the hospital and green house sites.
Transition costs shall be included in the Operating Expenses.
(a) The parties agree that all the revenues resulting from operation of Seward Mountain
Haven will be allocated first for the purpose of capital debt repayment, then for
operations,and finally, for additional capital purchase or investment.
(b) PSMCC will transfer to the City,no later than two months after the applicable month
for which payment is made, an amount equal to the capital component of the State of
Alaska DHSS daily rate for each billed patient day in the applicable month regardless of
payor type.
3. Capitalized. Terms.. All capitalized terns in this Amendment shall have the same
meaning given to such terms in the Agreement unless otherwise specified in this
Agreement.
4. 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. After the date of this Amendment, any
reference to the Agreement shall mean the Agreement as amended by this Amendment.
The Parties have executed this Amendment on the date first above written.
AGREED TO BY AND BETWEEN:
For CITY OF SEWARD:
VA/ )73itZ •
Jam-Or nt, ity anager Date
For PROVIDENCE HEALTH& SERVICES—WASHINGON
DBA PROVIDENCE HEALTH& SERVICES ALASKA:
Bruce Lamo e x,Chief Exec, tive Officer Date
3