HomeMy WebLinkAboutRes2013-022 Sponsored by: Hunt
lbw CITY OF SEWARD, ALASKA
RESOLUTION 2013 -022
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD,
ALASKA, APPROVING A MANAGEMENT AND OPERATING
AGREEMENT BETWEEN THE CITY OF SEWARD AND PROVIDENCE
HEALTH & SERVICES — WASHINGTON, D /B /A PROVIDENCE
HEALTH & SERVICES ALASKA
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
(collectively, "PSMCC "); and
WHEREAS, Providence Health and Services, Alaska ( "Providence ") leased the hospital
property and operated a hospital thereon from June 28, 1996 to April 10, 2003 pursuant to a lease
and operating agreement with the City; and
WHEREAS, the City and Providence eliminated the lease agreement and entered into a
management and operating agreement ( "Agreement ") in April, 2003, when Providence began
operating the collocated hospital and long -term care ( "LTC ") facilities on the City's behalf•, and
WHEREAS, the Agreement between the City and Providence has been extended
approximately every five years, with said Agreement currently set to expire on April 8, 2013; and
WHEREAS, the City and Providence desire to enter into a new five -year contract
whereby Providence will continue to operate PSMCC as a collocated hospital and long -term care
facility; and
WHEREAS, the parties, through the Agreement, desire to continue to provide safe,
timely, efficient, effective, and quality healthcare services to the residents of Seward and the
surrounding area, and to maintain certification of Seward Mountain Haven as a Green House -
certified long -term care facility, empowering elders by restoring the choices of daily living
through a transformational model of care; and
WHEREAS, the City Council has previously designated $500,000 of General Fund
balance for the purpose of covering shortfalls and the Agreement continues to require $500,000
be available to cover potential cash flow shortfalls; and
WHEREAS, the Agreement continues to provide a cap on the combined indirect costs,
allocated costs, and management fee, which is intended to approximate the cost of acquiring
these services on the open market, with annual cost escalations equal to the Anchorage Consumer
Price Index, and the Agreement allows for a renegotiation of the cap if the City and co- applicant
CITY OF SEWARD, ALASKA
RESOLUTION 2013 -022
Seward Community Health Center receive Section 300 funding as a Federally Q ualified Health
Center and begin operating the clinic as a Community Health Center.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF SEWARD, ALASKA, that:
Section 1. The City Council hereby authorizes the city manager to execute and deliver
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. The Seward City Council hereby finds and determines that the public interest
is best served by not requiring competitive bids or proposals for operation and management of
the hospital and long -term care facilities in Seward, and awards a contract to Providence Health
& Services Alaska based on the following findings:
a) Providence has a solid reputation for providing quality healthcare in communities
throughout the state of Alaska;
b) Providence has demonstrated a commitment to the community of Seward as
evidenced by their willingness to collocate the long -term care facility and the hospital
at the City's request;
c) Providence has worked hard to address challenges associated with implementing
Alaska's first Green House model of long -term care, and continues to maintain
Seward Mountain Haven's designation as an official Green House;
d) Providence Health & Services Alaska absorbed significant legal costs and efforts on
behalf of the communities of Seward and Valdez in a recent dispute of inadequate
reimbursement rates established by the State of Alaska;
e) Providence has supported City efforts to form a Community Health Center aimed at
expanding access to more affordable primary health care in Seward; and
f) Providence has provided quality healthcare services to the residents of Seward and the
surrounding area, for seventeen years, as Seward's primary provider of emergency
room, hospital, clinic, and long -term health care services (since 2003).
Section 3. This resolution shall take effect 30 days following its adoption.
PASSED AND APPROVED by the City Council of the City of Seward, Alaska, this 8
day of April, 2013.
J
CITY OF SEWARD, ALASKA
RESOLUTION 2013 -022
fir•• THE CITY OF SEWARD, ALASKA
l
David Sea a , Mayo
AYES: Valdatta, Bardarson, Keil, Shafer, Casagranda, Terry, Seaward
NOES: None
ABSENT: None
ABSTAIN: None
ATTEST:
J a hanna Kin - •
ity Clerk, CMC
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Council Agenda Statement yo sett.
Meeting Date: April 8, 2013
SIP
Through: James Hunt, City Manager
From: Kristin Erchinger, Finance Director
Agenda Item: Contract for Healthcare Services
BACKGROUND & JUSTIFICATION
Providence Health and Services, Alaska ( "Providence ") leased the Providence Seward Medical Center ( "PSMC ")
property and operated a hospital thereon from June 28, 1996 to April 10, 2003 pursuant to a lease and operating
agreement with the City. Under the lease arrangement, Providence was financially responsible for the operations of the
hospital, meaning that any financial losses were covered by Providence. During the period Providence operated the
facility under a lease arrangement, Providence lost approximately $1 million per year.
Beginning in April, 2003, the nature of the City's agreement with Providence was changed from a lease and operating
agreement, to a management and operating agreement. Under this new model, the City became financially responsible
for the operations of the hospital. The City agreed to this model —at the urging of the State of Alaska -- only after
collocating the hospital and the long -term care facility. Through collocation, the two facilities merged under a single
owner (the City), and a single operator (Providence), achieving significant cost efficiencies in the areas of
administration, nursing, laundry, dietary, facilities maintenance, etc. After collocation, Providence Seward Medical &
Care Center ( "PSMCC ") operated in a positive cash position from 2003 until 2007. Short-term losses after 2007 were
predicted in the pro forma financial projections for the collocated facility as a result of the rebasing of rates which was
expected to provide lower reimbursement rates (and corresponding annual deficits), until the opening of Seward
Mountain Haven. Once the new facility was opened, rates would be rebased (in 2009) and were expected to bring the
facility back into a positive cash position.
Unfortunately, as argued in a recent rate dispute with the State of Alaska, the rebased rates were much lower than
anticipated based on the State's application of a "lower of cost or charges" regulation, which penalized PSMCC for
failing to increase charges to patients early in 2009, before patients at Wesley were moved to the new Seward
Mountain Haven facility. Combined with the State's refusal to allow a correction of charge data on an MR -0 -14 Form,
the reimbursement reduction from the State amounted to approximately $1.5 million per year over the four -year
rebased period, against the facility's bottom line. This has extended the annual financial deficits longer than was
originally predicted in the financial pro forma projections, although it could be argued that no one could have foreseen
the State's unreasonable position in the rate dispute, especially given that the State was a strong partner with the City
and Providence, in creating collocation of the hospital and long -term care facility in the first place. The City Council's
recent agreement to settle the rate dispute will recover approximately one -half of the reduction in reimbursement rates
($750,000 per year for each of the four years beginning 2011 through 2014) and, when combined with the increase in
census at Seward Mountain Haven, is expected to enable the facility to regain its financial footing. Ultimately, census
at the long -term care facility will be a key factor in ensuring future positive financial performance at PSMCC.
The current management and operating agreement ( "Agreement ") between the City and Providence is set to expire
April 8, 2013. At a City Council work session on January 14, 2013, the Council discussed whether to competitively
bid out operations of the hospital and long -term care facility or whether to begin negotiations with Providence on a new
contract. After considering a number of factors, including Providence's successful history of providing healthcare
services in Seward, their strong advocacy on behalf of the communities of Seward and Valdez in the rate dispute with
the State, their ability to overcome challenges associated with maintaining certification as an official Green House at
Seward Mountain Haven - among other things - the City Council directed administration to negotiate a new contract
with Providence.
RESOLUTION 2013 -
PAGE TWO
The new Agreement reflects the following changes: 1) Housekeeping measures eliminate reference to the former
Wesley long -term care facility site and operations, and reflect the completion of Seward Mountain Haven; 2)
Demonstrates support for the City's efforts to pursue status as a Section 330 Federally Qualified Health Center; 3)
Provides for a five -year term; 4) Addresses potential unintended consequences of Providence's centralization of
services, in the event those changes adversely impact the cost or efficiency of services; 5) Inserts added flexibility for
the purchase of capital items; 6) Emphasizes the need to operate Seward Mountain Haven at full capacity; 7) Increases
the threshold to $50,000 (from $25,000) at which Providence must notify the City of changes to the budget; 8)
Maintains the cap on combined indirect costs, allocated costs, and management fee ( "Annual Fixed Periodic Fee" or
"AFPF ") and is initially set at $900,000 per year; and 9) Maintains that Providence will make its best efforts to operate
Seward Mountain Haven at full capacity and to continue to maintain qualified as an official Green House Project.
The amount of the Annual Fixed Periodic Fee is intended to approximate the cost of acquiring the same services on the
open market, and is consistent with the amount that was in place during the last contract period. The AFPF covers
costs such as employee benefits including retirement, health insurance, workers' compensation, unemployment
compensation; general liability, property, medical malpractice insurance; marketing; finance, including billing and
collections, accounts payable and payroll, financial reporting, audit, cost reports, etc.; electronic medical records; MIS;
general administration; and any management fee. Since the AFPF is capped at less than the total costs that would
otherwise be paid to Providence for these services, it could be argued that Providence receives no fee for managing
PSMC. The cap will escalate January 1s` of each year beginning in 2015.
The Agreement does provide for a renegotiation of the Annual Fixed Period Fee in the event the City and Seward
Community Health Center obtain grant funding and start a new community health center.
INTENT:
The intent of this action is to authorize a five -year contract for the operation of Seward's hospital and long -term care
facility.
CONSISTENCY CHECKLIST: Yes No N/A
Comprehensive Plan (document source here).p. 13, 27, 56 X
Strategic Plan (document source here): p. 20 X
Other (list):
ATTORNEY REVIEW: X Yes No
FISCAL NOTE:
There is no major anticipated change in the financial status of PSMCC resulting from this contract, as compared to the
previous contract.
Finance Department: , .1.14.444.?
RECOMMENDATION: Seward City Council approve Resolution 2013 - — authorizing a five -year contract with
Providence Health & Services, to provide co- located hospital and long -term care services.
sond
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 "), together with other improvements thereon,
(collectively, the Providence Seward Medical and Care Center, "PSMCC "); and
WHEREAS, Providence has administered hospital operations in Seward since June 28,
1996 and long -term care operations since April 28, 2002; 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
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 Tong -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.
Page 1 of 31
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 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 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 Agreement and subject to the other provisions of this Agreement,
401 lirr 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 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;
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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;
Page 3 of 31
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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 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 4allaiir 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;
Page 4 of 31
Ned
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 as it applies for Federal funding to qualify
as a Federally Qualified Health Center under Section 330 of the Public Health
Service Act. Both parties acknowledge that this appears to be in the best
interests of the City;
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: (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.
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(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. 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 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
'4114'' (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;
(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's ability to operate PSMCC.
(5) At such time as Providence becomes aware of any issue which may have a material
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 -- (the "Resolution ") by the Seward City
Slow Page 6 of 31
Council (the "Effective Date "). The term of this Agreement shall be five (5) years from the
Effective Date unless sooner terminated as provided herein. 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
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
Page 7 of 31
41 ilasr
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 $10,000 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
addition to any other item whose individual item cost does not exceed $10,000, 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(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 a long-
term care facility within the City boundaries and operating at its fullest capacity, and agrees
Page 8 of 31
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" 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:
(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
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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.
(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
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 discretion, to pay debt service on the City's existing general
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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.
(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.
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.
Pagel 1 of 31 ,
‘Now
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 great6r than $50,000 annually; (11) instigation of any litigation on behalf
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
% k $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 Period Fee ( "AFPF ") will continue to be computed
under the provisions of the previous Agreement. For each full calendar year beginning January
1, 2014, the City shall pay Providence an Annual Fixed Periodic Fee ( "AFPF ") equal to $900,000 ,
payable by the City quarterly, in arrears. This fee will replace any allocated costs and /or
err, Page 12 of 31
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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, Base:1982- 1984.) (For example, January 1st 2015 will be adjusted based on the CPI for
the full year 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 in the event the City receives qualification as a Federally
Qualified Health Center, in order to carve out costs associated with the clinic operations at
PSMCC..
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.
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(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 Wesley 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 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, 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
Slow 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 PSMCC, regardless of ownership. The
City will establish a separate account 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
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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.
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 Section 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 Alaska Medical Center.
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Interest will be 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 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.
12. 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
/4 Ir 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: (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 such work 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 all such work
exceeding $50,000, in advance, in the City's sole discretion.
15. Insurance.
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(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, 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 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
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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 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
Saw 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.
16. No Assumption of Liability: Indemnification.
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(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.
(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.
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(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 prior to (a) April 28, 2002 with regard to the previous Wesley facility
long term care site or (b) 1996 with regard to the hospital site.
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
terminate this Agreement upon twelve (12) months written notice to the other party.
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 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.
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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.
(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.
Page 21 of 31
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. Slaw 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
inventories of alcohol, narcotics and dangerous drugs. Providence will file a final cost report
within 45 days after termination.
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(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: citvmar @citvofseward.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.
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
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
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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 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
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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.
(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.
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(i) The execution, delivery, 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, regulation, ordinance, code, order, judgment, ruling, writ, injunction, decree, 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 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.
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
Page 26 of 31
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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
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
Page 27 of 31
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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
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
Ilk or 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
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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
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
Page 29 of 31
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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.
(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
Illor► 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.
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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:
Date:
CITY OF SEWARD
By:
City Manager
Date:
ATTEST:
Johanna Kinney, CMC
City Clerk
(City seal)
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