HomeMy WebLinkAboutRes1994-017
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Sponsored by: Hospital Board
CITY OF SEWARD, ALASKA
RESOLUTION NO. 94-017
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF SEWARD, ALASKA, TERMINATING THE MANAGEMENT SERVICES
CONTRACT WITH BRIM HEAL THCARE, INC., AND ENTERING INTO
A CONTRACT WITH BRIM HEAL THCARE, INC., FOR CONSULTING
SERVICES TO SEWARD GENERAL HOSPITAL
WHEREAS, in July 1990, the city entered into an agreement with Brim Healthcare,
Inc., for management services for Seward General Hospital; and
WHEREAS, it has been determined to be in the public interest to terminate the
management contract with Brim Healthcare, Inc.; and
WHEREAS, Seward General Hospital wishes to enter into an agreement with Brim
Healthcare, Inc., to provide technical consulting services; and
WHEREAS, the Seward Community Hospital Board has recommended the
termination of the existing management agreement and Council approval of a consulting
services contract in substantially the form attached hereto;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF SEWARD, ALASKA, that:
Section 1. The July 1990 management services contract between Brim Healthcare,
Inc., and the Seward Community Hospital Board is hereby TERMINATED effective
February I, 1994.
Section 2. A consulting services agreement between Brim Healthcare, Ine., and
Seward General Hospital, a copy of which is attached and incorporated herein by
reference, is hereby APPROVED, and the City Manager is authorized to execute same
on behalf of the city of Seward.
Section 3. This resolution shall take effect immediately upon its adoption.
PASSED AND APPROVED by the City Council of the city of Seward, Alaska, this
24th day of January, 1994.
THE CITY OF SEWARD, ALASKA
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Dave W. Crane, Mayor
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BRlM RESOURCE NETWORK AFFILIATION AGREEMENT
This Agreement made the ~th day of Jan. , 1994 between Seward General
Hospital, 417 First Avenue, Seward, Alaska, 99664-0365 (referred to as "Hospital") and BRIM
HEALTHCARE, INC., an Oregon corporation with its principal place of business at 305 N.E.
102nd Avenue, Portland, Oregon (hereinafter referred to as "Brim").
WITNESSETH:
An affiliation between Hospital and Brim must be based on a scope of services that
provides practical, measurable solutions to problems facing hospitals today. To this end, our
mutual goals include:
Local Autonomy and Control. We believe that the local hospital must retain all authority
in directing its institution. Our scope of services will enhance and preserve the ability of the
hospital to determine its own course of action while giving access to resources with a national
track record of proven success.
Improved Hospital Operating Performance. We believe that the scope of services must
be designed to provide a direct measurable impact on the hospital's ability to improve quality,
increase customer satisfaction, improve revenues and decrease unit costs.
Relationship of Parties: Brim shall perform its responsibilities hereunder so as to
promote efficient Hospital operations and the delivery of quality health care to the patients of
Hospital, all subject to the specifications and control of the hospital's administration as required
by the laws of the State of Alaska, regulations of the State Commission of Health, and in
accordance with the policies and procedures of the Hospital.
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1. BRIM SERVICES
Brim shall provide technical consulting services to Hospital as defined below:
A. Brim shall provide the Hospital with professional technical consulting, review and
analysis with implementation recommendations in the following areas. To effect this, Brim will
provide up to ten (10) site visits by Brim staff in the first year of this Agreement; eight (8) ~ite
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visits as listed and an additional two (2) visits if requested by Hospital. In the remainin~
(6) four (41 as l1sten, and
Ga: months of this Agreement, Brim will provide ~ site visits ~
~. (1) visit if requested by Hospital.
1. Administration
a. Support of Hospital management through phone access to Brim Vice President
for consultation on any issue.
2. Fiscal Services (at least two [2] site visits)
a. Assist management in preparation and implementation of budget.
b. Full fiscal support in review of financial status, reports and history.
3. Education (at least two [2] site visits)
a. Site visits by Brim's regional vice president or associate to assist in specific
projects identified by board and administration. Examples: board retreat,
board education, mid-management education.
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b. Invitation to participate in the following:
1. Brim annual national trustee conference (at a reduced fee).
2. All Brim regional and national hospital staff programs, such as CFO and
DNS conferences, materials manager conference (at no fee).
3. Brim University programs (at normal fees).
4. Strategic Planning and Marketing (at least three [3] site visits)
a. Conduct a full planning process and produce a comprehensive strategic plan.
5. Purchasing Assistance and Materials Management
a. The Hospital will be entitled to participate in national purchasing contracts
between NME/Brim and medical suppliers.
6. Professional Services
a. Access to Brim's professional service consultants
b. Access to Brim materials such as model by-laws, policies, and procedures.
7. Physician Services (at least one [1] site visit)
a. A follow-up analysis of clinic performance and recommendations under hospital
ownership.
B. Additional services: Brim will provide Hospital with access to other project specific
services on an hourly rate basis, ranging from $65.00 to $125.00. The parties agree not to
proceed with any specific project service until an agreement has been signed by both parties.
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III. HOSPITAL REQUIREMENTS
A. As part of this Agreement, Hospital agrees to fulfill the responsibilities listed below
to facilitate and assist Brim in its completion of services outlined in Section I of this Agreement.
1. To provide Brim and its consultant with requested reports and access the personnel
necessary for follow-up and review.
IV. BRIM COMPENSATION
As compensation for services provided hereunder, Hospital shall pay to Brim a consulting
fee of five thousand and 00/100 Dollars ($5,000) monthly in advance of each month of service
to be provided, beginning February 1, 1994. Travel expense of consulting staff is included.
Any sums not paid within thirty (30) days of the date shall bear interest at prime plus two
percent (2 %) per annum from the date since sums were first due.
V. TERM
This Agreement shall be for an initial eighteen (18) month period, beginning February
1, 1994 and ending July 31, 1995 with extensions and/or modifications for succeeding periods
by mutual consent.
VI. INDEMNIFICA nONS
Brim shall indemnify and hold Hospital, its employees and agents, harmless from any
and all loss, liability or damage, of any kind whatsoever for which Hospital shall not be
reimbursed by insurance, including but not limited to attorney fees and court costs, arising out
of or in any manner occasioned by breach by Brim, its agents, employees, servants or
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subcontractors, of any covenant and/or condition of this Agreement, or by the negligence,
improper conduct or intentional acts of omissions of Brim, its agents, employees, servants or
subcontractors.
Hospital shall indemnify and hold Brim harmless from any and all loss, liability or
damage, of any kind whatsoever for which Brim shall not be reimbursed by insurance, including
but not limited to attorney fees and court costs, arising out of or in any manner occasioned by
breach by Hospital, its agents, employees, servants or subcontractors of any covenant and
condition of this Agreement, or by the negligence, improper conduct or intentional acts or
omissions of Hospital, its agent, employees, servants or subcontractors.
VII. DIVISION OF AUTHORITY AND RESPONSIBILITY
A. In assuming the responsibilities of this Agreement, it is specifically understood and
agreed that Brim is acting at all times as an independent contractor and that no act, commission
or omission of either party hereto shall be construed to make or render the other party its
principal agent, joint venture, or associate except to the extent specified herein. Brim and
Hospital specifically shall not assume the debts, obligations, or liabilities of the other party.
B. Notwithstanding any other provision in this Agreement, Hospital remains responsible
for ensuring that any service provided pursuant to this contract complies with all pertinent
provisions of federal, State, and local statutes, rules and regulations.
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C. This Agreement is subject to all of the applicable provisions of Alaska State law and
the regulations of the Commissioner of Health. Brim agrees to obtain any written consents or
approvals required to implement this Agreement.
D. All other powers not delegated under this Agreement shall remain with the Board of
the Hospital.
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VIII. ACCESS TO BOOKS AND RECORDS / / ,/ I rv\
/ t' r
Upon written request of the Secretary of Hoalth and Hu:ices or the Comptrolle<
General or any of their duly authorized representatives, or any other related
organization providing services with a value or cost of Ten Thousand and 00/100 Dollars
($10,000.00) or more over a twelve (12) month period, shall make available to the Secretary the
contracts, books, documents and records that are necessary to certify the nature and extent of
the costs of providing such services. Such inspection shall be available up to four (4) years after
the rendering of such services. This paragraph is not intended to prohibit or impede any state
audits pursuant to state law.
IX. APPROVALS AND APPLICABLE LAW
This Agreement shall be construed in accordance with and governed by the laws of the
State of Alaska.
Acceptance of this Agreement will cancel the previous agreement between Seward
General Hospital and Brim Hea1thcare, Inc.
X. INTEGRA nON
This Agreement constitutes the entire Agreement between the parties. No modification,
amendment, or waiver of any provision of this Agreement shall be effective unless in writing
and signed by the parties hereto and approved by the Commissioner of Health. The waiver or
breach of any provision of this Agreement shall not be deemed a waiver for any other breach
of same or any other term of this Agreement.
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XI. NOTICES
Any notice or other communication by either party to the other shall be in writing and
shall be given, and be deemed to have been given, if either delivered personally or mailed,
postage prepaid, registered or certified mail addressed as follows:
TO THE HOSPITAL:
Seward General Hospital
417 First Avenue
Seward, Alaska 99664-0365
A TIN: Chairman of the Board
TO BRIM:
Brim Healthcare, Inc.
A TIN: President
305 N.E. 102nd Avenue
Portland, OR 97220
or to such other address, and to the attention of such other person or officer as either party may
designate in writing.
XII. HEADINGS
The headings contained herein are for convenience of reference only and are not intended
to define, limit or describe the scope of intent of any provision of this Agreement.
XIII. COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which shall be
an original, and each such counterpart shall together constitute but one and the same Agreement.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives as of the day and year first above written.
SEWARD GENERAL HOSPITAL
By:
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CITY OF SEWARD, ALASKA
RESOLUTION NO. 94-017
AYES:
NOES:
ABSENT:
ABSTAIN:
Anderson, Bencardino, Crane, Krasnansky and O'Brien
None
Darling and Sieminski
None
ATTEST:
APPROVED AS TO FORM:
Wohlforth, Argetsinger, Johnson &
Brecht, Attorneys for the city of Seward,
Alaska
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City Clerk (
(City Seal)
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City Attorney