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HomeMy WebLinkAbout12162013 City Council Laydowns 1111415 1,13 Seward-Community 3-reaCth Center PO Box 2895, Seward A%99664. 907-224-2273 December 12,2013 Seward City Council Members PO Box 167 Seward,AK 99664 To All Council Members, In preparation for the City Council meeting on Monday,December 16,2013 we would like to provide you with information about the person the Seward CHC Board has selected as our interim Executive Director. Ms. Sharon Montagnino was identified as a person who had unique Community Health Center skills that could benefit the Seward CHC during the start-up period. This includes; • Executive Director of the Montana state Primary Care Association • Executive Director of a new-start CHC in Montana • Executive Director of an Alaska CHC in a community similar to Seward • Extensive experience in other non-profit organizations • Masters degree in Public Administration Ms.Montagnino submitted her letter of interest in filling the interim Executive Director position in February of 2013. Ms.Montagnino's letter and her qualifications were included in the HRSA CHC application. At the Seward CHC board meeting held February 7,2013,the following motion was approved: "The Seward Community Health Center Board has reviewed the CV of Sharon Montagnino and finds her uniquely qualified for the CEO of The Seward Community Health Center for the grant application.Moved by Paperman,seconded by Keil. Unanimous Consent" An interview was conducted with Ms. Montagnino at the July 18,2013 Seward CHC board meeting. At the November 21,2013 board meeting,the Seward CHC board voted to offer the Interim Executive Director position to Ms. Montagnino. This was done in good faith,in compliance with the current Co-Applicant agreement Section 3.2.6 which states"The Governing Board shall have the sole authority to select, annually evaluate and dismiss the Health Center's Executive Director." You now have a resolution before you to approve this selection. We have included information from the HRSA application,Ms.Montagnino's letter of intent and her curriculum vitae(CV). We sincerely hope that you agree with the selection of Ms.Montagnino for this position. Pct Patty Beals, Seward CHC Board President Sharon Montagnino PO Box 464 Talkeetna, AK 99676 February 27, 2013 Mr. James Hunt City Manager City of Seward, Alaska Ms. Patricia Beals Board President Seward Community Health Center PO Box 167 Seward, AK 99664 Dear Mr. Hunt and Ms. Beals, Please accept this letter as my interest in serving as the CEO for the proposed Community Health Center in Seward, Alaska. I have over eight (8) years' worth of experience as CEO/ED for community health centers and over 25 years' worth of experience as CEO/ED for a number of non-profit social service organizations ranging from child care to domestic violence to health care. My management experiences include serving as ED for the Wyoming Primary Care Association, during which time I worked closely with the State Primary Care Organization, National Association of Community Health Centers (NACHO), BPHC and HRSA, as well as other State and Federal stakeholders. My most relevant experience was serving as the CEO for the Cheyenne Health and Wellness Center, a new start-up CHC in 2004, so I possess experience needed in starting a center from the ground up. I have extensive experience working with non-profit boards on board development, resource development, strategic planning, risk management and assessment planning. Another area of expertise is in grants management, from writing and reporting on grants to the development of grant RFPs and the review and disbursement of State and Federal grant dollars and monitoring of grant recipients. My CV identifies my education, skills and additional relevant experiences. Sincerely, Sherr ory Sharon Montagnino Excerpt from the CHC Grant Application Narrative Describe how the organization's management team possesses needed skills and experience for the defined roles as demonstrated in Attachment 5: Seward CHC has already lined up a qualified management team as shown in the attached Bio-Sketches. Ms. Sharon Montagnino has made a commitment to serve as the interim Executive Director. Ms. Montagnino has over twenty-five years of experience in the non-profit service industry, has served as the Executive Director of a state Primary Care Association and as the Executive Director of an Alaska-based Community Health Center. She has prior experience in starting a new CHC. She holds a masters degree in Public Administration and brings the benefit of her vast experience to the leadership position. Ms. Montagnino will assist in setting up an effective and efficient CHC-compliant organization. The benefit of having an Executive Director who is aware of CHC requirements and Alaska-specific challenges is enormous. Ms. Montagnino has also committed to mentor the Executive Director hired for the permanent position. Biographical Information on the Interim Executive Director submitted in Attachment 5 Interim Executive Director Sharon Montagnino, MPA Ms. Montagnino has extensive leadership experience in Community Health Centers and in non- profit organizations. She has experience with a New Start CHC and recently retired from a position as an Executive Director at a health center in Alaska. She is available to serve as our interim Executive Director. She will also serve as a mentor to Executive Director hired to fill the permanent position. Her experience will be of tremendous value as we transition into a new Community Health Center model. Sharon Montagnino, MPA Executive Director WORK EXPERIENCE 2011 -2012 Sunshine Community Health Center Talkeetna, Alaska Chief Executive Officer • Oversee hiring and supervision of all management team employees (Medical Director,CFO, HR,Site Manager, IT,Facilities) • Work with Board of Directors on all policy,fiscal and community support issues, PR • Grant writing,strategic planning,community development • Lead a team approach to health care • Assure quality of services by working with the established Quality Assurance Program • Participate in the annual budget preparation and negotiate all contracts and agreements 2005 -2007 Cheyenne Health&Wellness Center Cheyenne,Wyoming Chief Executive Officer • Oversee the hiring and supervision of all staff including the Medical Director • Assure quality of services by establishing a Quality Assurance Program • Work with CHWC Board of Directors • Liaison with other medical,social services agencies,city/county/state offices and officials • Successfully lead a team approach to health care • Insure the financial stability of the health center • Grant Writing, Strategic planning 2002-2005 Wyoming Primary Care Association Cheyenne, Wyoming Executive Director • Oversees hiring,supervision,and termination of all employees • Assist member program with HRSA grant applications for start-up grants, expanded medical capacity and service expansion • Work with member programs in strategic planning,community development,data gathering,and grant writing • Implements Board adopted policies and procedures through administrative action • Responsible for program development;strategic planning,training,community education, and program expansion aimed at improving primary health care access • Responsible for continued visibility and viability of the organization and its member agencies • Responsible for all fiscal operations including seeking out and applying for grants, conducting fund raising events and securing other agency resources • Serve as agency liaison between the Association and state and federal agencies,local city and county government agencies,national health care associations and state and federal legislators • Planning,coordinating and facilitating state wide conferences 2003 -2012 Joint Center on Violence/Victims Studies, Washburn Univ Topeka, Kansas Contract Trainer/Teacher • Developed curriculum on Improving Communication Skills for Managers • Trainer on Grant Writing,Strategic Planning,Outcome Measures • Developed training for physicians/ER doctors/nurses in working with children and adults who are victims • Developed curriculum on Performance Management; Staff Appraisals; Motivating Staff and Volunteers • Served as a trainer for"Responding to Rural Victimization"and"National Victim Academy" • Serve as Trainer on Domestic Violence and Sexual Assault Victimization 1997-2002 State of Wyoming, Office of Attorney General,Division of Victim Services Division Director • Coordinate and enhance the delivery of crime victim compensation and victim services • Supervise and manage all division personnel and all division fiscal matters. • Develop and implement statewide plans for victim services,training and grant allocations, includes development of strategic planning for the division and local service providers. • Act as a liaison between the Division,the legislature,state agencies,other federal agencies, criminal justice system,victim service providers and victims. • Serve as states representative on state,federal and local boards. • Serve as primary division trainer on victim's issues for providers,law enforcement and community groups.Issues include domestic violence,child abuse,sexual assault victim needs and fears. • Administers a budget of$ 12 million • Planning,coordinating and facilitating state wide conferences • Development of a statewide Crisis Response Team Prior Experience: Executive Director Community Against Violence Taos,New Mexico Executive Director/Community Organizer Sanders County Family Violence Intervention Program Thompson Falls, MT Executive Director Voluntary Action Center Glens Falls, NY EDUCATION: MS- Public Administration,Russell Sage College,Troy,NY BS-Community/Outdoor Recreation-Parks Administration,Springfield College,Springfield,MA AAS- Recreation-Parks Leadership, Hudson Valley Community College,Troy,NY NATIONAL/REGIONAL LEVEL INVOLVEMENT Past Board member for CHAMPS- Regional Primary Care Association for WY/UT/MT/SD/ND/ID Past President of the Wyoming Primary Care Association Advisory Board member and trainer for the Joint Center on Violence and Victim Studies-Fresno and Washburn Universities . . _ Laydo&oi 5ubini tal b ts� DEC 12 2013 ( fI /I3 Wriv) Sponsored by: Hunt Introduction: December 9, 2013 Public Hearing: December 16, 2013 Enactment: December 16, 2013 CITY OF SEWARD,ALASKA ORDINANCE 2013-013 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA,AUTHORIZING EMPLOYEES OF THE SEWARD COMMUNITY HEALTH CENTER TO BE NON-PERS EMPLOYEES OF THE CITY FOR A LIMITED TIME, AND AMENDING PORTIONS OF TITLES 2 AND 3 OF THE SEWARD CITY CODE WHEREAS, the City Council approved Resolution 2010-109 on November 8, 2010 directing the City Manager to submit an application for federal funding to establish a Federal Qualified Community Health Center; and WHEREAS, the City Council approved Ordinance 2010-008 on December 13, 2010 establishing a Board of Directors of the Seward Community Health Center("CHC"); and WHEREAS, in accordance with the federal statutes and regulations regarding Federal Qualified Community Health Centers, the City appointed the initial Board of Directors; and WHEREAS,the City and the CHC partnered to apply to the federal Health Resources and Services Administration for grant funding for a Federal Qualified Community Health Center; and WHEREAS, the grant application was approved and the City is working with CHC to be able to provide an operating clinic in February 2014; and WHEREAS,the City Council held a work session November 25,2013 to discuss whether the clinic employees should be City employees, under what terms, and for how long; and WHEREAS, the City Council finds that it is in the best interests of the City of Seward to temporarily employ CHC staff so that employees can obtain City benefits and the CHC can adopt certain of the City's employment procedures,allowing the CHC Board to focus on other operational matters during the initial operating period. NOW THEREFORE,THE CITY COUNCIL OF THE CITY OF SEWARD,ALASKA, HEREBY ORDAINS that: Section 1. Chapter 2.40 ESTABLISHMENT OF SEWARD COMMUNITY HEALTH CENTER BOARD of the code of the City of Seward,Alaska is hereby amended to read as follows: CITY OF SEWARD, ALASKA ORDINANCE 2013-013 Page 2 of 6 Stfikeout= Delete Bold=New 2.40.010 Purpose. It is the purpose of this chapter to authorize the bBoard of dDirectors for the Seward Community Health Center,an independent non-profit entity, to operate a community health center in Seward. The city intends to work cooperatively with seal entity the Board to improve access to primary health care in the community,pursuant to Section 330 of the Public Health Service Act (42 U.S.C. § 254b). 2.40.020 SCHC Board. A. There is established the Seward Community Health Center ("SCHC") Board of Directors ("Board"):, serving as the Co-applicant Board providing the required community- based governance for the community health center. • - -• '. .. -- . -- : :: : • - - • the policies and procedures of SCHC, and the hiring of an Executive Director. B. The Board shall operate the SCHC consistent with the requirements of federally qualified health centers under Section 330 of the Public Health Service Act(42 U.S.C.§254b), in the best interests of the community, and in accordance with its own bylaws. Board shall be served by the SCHC and shall, as a group, be representative of the area served by SCHC in terms of demographic terms such as age,gender,race,and ethnicity. No more than 50%of the spouse, child, parent, brother or sister of a SCHC employee. Board members or their families -- - - - - ' . - . - . C. Each board member shall be appointed for a term of three(3)years or the unexpired and Secretary shall be elected for a term of one (1) year or the unexpired portion of his or her predecessor's term. D. Board members serve at the pleasure of the Board and may be removed from the office for the best interests of SCHC as the Board deems sufficient, including when a member: 1. Moves outside of the area served by SCHC; 2. Is absent from three (3) consecutive meetings or from three (3) meetings . - - • - • CITY OF SEWARD, ALASKA ORDINANCE 2013-013 Page 3 of 6 3. Is convicted of a felony offense, or an offense involving a violation of the duties of the office. 2.40.030 Powers and Duties of the Board. A The Board shall create operate SCHC consistent with the requirements of community health centers under Section 330 of the Public Health Service Act(42 U.S.C. §254b),and shall appoint an Executive Director for SCHC,who shall serve at the pleasure of the Board. The Executive Director shall be an ex officio nonvoting member of the Board. The Board shall submit an annual budget for the health center to the council for approval,as a co-applicant requirement of Section 330. The Board shall submit the budget no later than October 1 of each year,for the following fiscal year. If the Board unreasonably fails to approve an annual budget, the City may still submit the annual funding request under Section 330 of the Federal Public Health Service Act. No budget shall become effective without council approval. B. The Board shall be authorized to: 1. Select the services to be provided 2. Determine the hours during which services will be provided 3. Hire an Executive Director of the SCHC. 4. Prepare and adopt an annual budget, subject to city council approval,except submit the annual funding request under Section 330 of the Federal Public Health Service • - - - . -. . 5. Establish general policies for the SCHC except where the human resource 6. Employ or be responsible for the employment of SCHC employees, and 7. Perform other duties as the City Council may request. C. Board meetings shall be subject to the following: - - . • .. - - affairs and meetings of the Board and a Vice Chairperson to act in the absence of the -- - - -- .• - .. 2. The Board shall generally meet monthly but no less than 12 times per year. All meetings may be attended via teleconference. CITY OF SEWARD, ALASKA ORDINANCE 2013-013 Page 4 of 6 3. Special meetings may be called at any time by the Executive Director, the : .. . .. . . , . - . . . . .. -- • -- . . .. . . • - , • . .. - ' - - - . - . . - -- p .. . 0 • • . - .. - 5. The elected secretary, or a member appointed when the secretary is absent, 6. All SCHC Board meetings shall be open to the public. 7. The Board may hold an executive session that is closed to the public for 2.40.040. City Powers and Duties. A. The city shall have access to SCHC records necessary to assure that the SCHC operations comply with applicable Federal, State and local laws and regulations. The Board shall B. The city shall have the right to approve the selection of an executive director of S B. The city shall provide fiscal oversight in accordance with current law and City policies. C. The City Council shall be responsible for adopting the community health center's annual operating and capital budgets as finally approved by the Board; the City Council may not unilaterally revise a budget approved by the Board or approve an alternate budget for the community health center without review and final approval by the Board. GD. The city council shall have the right to . -- .. :-•-• -- .. ' •- - -- SCE -assure accountability for SCHC resources, . : : -- . . - - - • . . - E. If approved by council resolution, the city may provide human resources, risk management, legal, accounting, and general administrative services to the SCHC. CITY OF SEWARD,ALASKA ORDINANCE 2013-013 Page 5 of 6 Section 2. Section 3.01.020 of the Seward City Code is amended to read as follows: Stfikeeut=Delete Bold=New 3.01.020. Scope. A. This title establishes policies and procedures for personnel administration for all employees of the city except the city manager,the city attorney,the city clerk,the mayor,members of the city council and members of city boards and commissions. The provisions of this title may apply to the city manager, the city attorney, or the city clerk only to the extent that they are incorporated by specific reference in a written employment contract with the city. B. Where a provision of this title conflicts with a provision of a collective bargaining agreement covering city employees, the provision of the collective bargaining agreement shall govern. This title shall govern personnel policies and procedures for city employees covered by a collective bargaining agreement to the extent that its provisions do not conflict with provisions of the collective bargaining agreement. C. For purposes of health insurance,and any other aspects of employment agreed upon in a co-applicant agreement approved by city council, Employees of the Seward I Community Health Center shall be deemed city employees. Such agreement_, ' , will require the health center to be fully and solely responsible for all aspects of employment, including payroll administration, hiring, training, supervision, discipline, grievances, and termination. The health center may adopt provisions of this title as its employment policies and procedures. The health clinic will maintain health insurance, liability insurance, and workers' compensation for so long as health center employees remain City employees. The health center may provide retirement benefits but health center employees shall not be covered by PERS. Section 3. This ordinance shall take effect ten days following its enactment. ENACTED by the City Council of the City of Seward, Alaska, this 9th day of December, 2013. THE CITY OF SEWARD, ALASKA Jean Bardarson, Mayor a •. .. CITY OF SEWARD,ALASKA ORDINANCE 2013-013 Page 6 of 6 AYES: NOES: ABSENT: ABSTAIN: ATTEST: Johanna Kinney, CMC City Clerk (City Seal) Plail3 LA:1 00 tA3ki AMENDED AND RESTATED CO-APPLICANT AGREEMENT AMONG SEWARD COMMUNITY HEALTH CENTER, INC.,and THE CITY OF SEWARD, ALASKA FOR THE MUTUAL OPERATION OF A FEDERALLY QUALIFED HEALTH CENTER IN ACCORDANCE WITH SECTION 330 OF THE PUBLIC HEALTH SERVICE ACT, 42 U.S.C.§254b SECTION I. RECITALS. 1.1. This Amended and Restated Co-Applicant Agreement (the"Agreement") is for the purpose of maintaining a co-applicant relationship for the mutual operation of a federally qualified health center in accordance with Section 330 of the Public Health Service Act, 42 U.S.C. §254b("Section 330"). 1.2. The facilities and operations that are supported by Bureau of Primary Health Care funds and are operated by the City of Seward, Alaska and the co-applicant Governing Board under the public name of"Seward Community Health Center" comprise the "Health Center"for purposes of this Agreement. 1.3. Seward Community Health Center, Inc., the Health Center's governing board (the "Governing Board") is a separate,non-profit corporation which meets the requirements of Section 330 and is the Co-Applicant board providing the required community-based governance for the Health Center. 1.4. The City of Seward, Alaska ("City") is the Section 330 grantee, a Iocal government entity governed by the Seward City Council("City Council") and is a home rule City of the State of Alaska providing general government services for the City, including management ofpublic health facilities, per Chapter 16 of the Seward City Charter. 1.5. The Governing Board and City are co-applying for grants for the Federally Qualified Health Center program. 1.6. The Health Center's Governing Board and the City(the"Parties") enter into this Agreement is order to: advance the Health Center's mission to provide accessible primary health care to the medically underserved population in the region through a partnership of community resources; to preserve the local partnership which founded the Health Center; and to set forth their respective roles and responsibilities to govern and operate the Health Center in accordance with applicable law and policies 1.7. The Parties mutually agree that the Public Entity Model(which establishes the Co- Applicant partnership between the City and the Governing Board)is deemed by the Parties to be the operating model which best accomplishes the following mutually desired goals: Co-Applicant Agreernent- Page I 1.7.1. Requires cooperation rather than competition among the community's healthcare providers, creating partnerships to drive a more efficient healthcare delivery system and strengthen safety net programs; 1.7.2. Provides City financial and administrative support to build a strong foundation for the newly-formed community health center, 1.7.3. Provides City financial oversight for a health center that may depend,in some part, on funding from the local government; 1.7.4. Provides the City with a means to ensure that the Governing Board operates the Health Center consistent with the requirements of Section 330 and the overall best interests of the community; 1.7.5. Restricts the City's role in the operation and management of the Health Center to the highest levels necessary to provide legally required and appropriate financial and personnel oversight, without involvement in daily operations and management of the Health Center. Therefore,the Parties mutually agree to the following: SECTION 2. DEFINITIONS. "Agreement" means this Amended and Restated Co- Applicant Agreement. 2.1. "City Council" means the Seward, Alaska City Council. 2.2. "Council Members"means the City of Seward, Alaska City Council Members 2.3. "Coordinating Committee"means a committee composed of one member each of the Governing Board;the City Council; the Health Center Executive Director; and the City Manager, or their respective designees. 2.4. "City" means the political subdivision of the State of Alaska incorporated as the City of Seward, Alaska. 2.5. "DHHS" means the United States Department of Health and Human Services. 2.6. "FICA" means the Federal Tort Claims Act. 2.7. "Governing Board" means Seward Community Health Center, Inc., an Alaska non-profit organization that is the co-applicant governing board providing the community-based governance for the Health Center in accordance with the requirements of Section 330. 2.8. "Health Center" means the facilities and operations that are supported by Bureau of Primary Health Care funds and are operated by the Co-applicant Governing Board under the public name"Seward Community Health Center" 2.9. "HRSA" means the federal Health Resources and Services Administration. 2.10. "Parties" means Governing Board and the City. Co-Applicant Agreement- Page 2 2.11. "Public Entity Model" refers to a partnership between a public entity and a co-applicant, where the public entity is the licensed provider of services and receives the Section 330 grant from HRSA, and collectively, the two entities meet all other Section 330 requirements and are referred to as the"health center." 2.12. "Section 330" means the Section 330 of the Public Health Service Act, 42 U.S.0 § 254b. 3. SECTION 3.GOVER.NING BOARD: ROLES ANt) RESPONSIBILI'1'IEScomposition, The Governing Board shall comply with the composition and selection requirements of Section 330 and implementing regulations as sot forth in the Governing Board Bylaws. 3.2. The Governing Board shall exercise the following authorities and responsibilities ofa co- applicant set forth in Section 330 and implementing regulations and policies. 3.2.I. The Governing Board shall select the services to be provided and adopt health care policies including the scope and availability of services to be provided,the location and hours of operation and quality-of-care audit procedures. 3.2.2. The Governing Board shall adopt a policy for eligibility for services, including criteria for a schedule of discounts on charges for services provided to uninsured and underinsured patients with annual incomes at or below 200%of the federal poverty guidelines, with nominal fees for patients with income less than or equal to 100%of the federal poverty guidelines. 3.2.3. The Governing Board shall evaluate Health Center activities including service utilization patterns, productivity, patient satisfaction, achievement of program objectives, and development of a process for hearing and resolving patient complaints. 3.2.4. The Governing Board shall approve the annual operating and capital budget in accordance with Section 330 requirements and City policies. The overall plan and budget shall be prepared under the Governing Board's direction by the Health Center's management team and the Finance Committee ofthe Governing Board. 3.2.5. The Governing Board shall approve Section 330 and related grant applications. 3.2.6. The Governing Board shall have the sole authority to select, annually evaluate and dismiss the Health Center's Executive Director. 3.2.7. The Governing Board shall assure that the Health Center is operated hr compliance with all applicable Federal, State and local laws and regulations. 3.2.8. The Governing Board shall evaluate the Health Center's achievements at least annually, and shall use the knowledge gained thereby to revise the Health Center's goals, objectives, plan and budget as necessary and appropriate. Co-Applicant Agreement- Prtg::3 3.2.9. The Governing Board shall have other authorities and responsibilities which are required by Section 330, except for those specified in Section 3.4 and 4 of this Agreement. 3.3. Executive Director. The Executive Director shall be the chief executive officer of the Health Center and shall be subject to the direction and supervision of the Governing Board. 3.3,1. The Executive Director shall have responsibility for the management, supervision, and direction of the Health Center's affairs in furtherance of policies, procedures and programs established by the Governing Board and in accordance with applicable policies of the City. 3.3.2. The Executive Director shall have the authority to negotiate, execute and administer all contracts for goods and services required for the Health Center in accordance with policies of the City. 3.3.3. The Executive Director shall assure that the Health Center becomes and remains eligible for Federal Tort Claims Act ("FTCA") coverage. 3.3.4. The Executive Director shall coordinate with the City Manager on administrative actions pursuant to City policy. 3.3.5. The Executive Director shall bring any and all new federal guidance pertaining to this Agreement to the attention of the Parties. 3.3.6. The Executive Director of the Health Center shall ensure that the Health Center maintains all licenses, permits, certifications and approvals necessary and appropriate for the operation of the Health Center and ensure that all employees who work at or for the Health Center apply for and maintain all professional licenses and certifications necessary and appropriate, 3.4. The Health Center will operate as a component of the City governed by the co-applicant Governing Board and in accordance with City general administration. Therefore, the following shall apply: 3.4.1. The Health Center shall comply with applicable administrative, fiscal, risk management and human resource policies of the City. Pursuant to City fiscal policies, the Governing Board shall be responsible for maintaining a balanced budget. 3.4.2. Health Center staff, including the Executive Director, shall be City employees and subject to applicable City human resource policies and employee benefit plans, if applicable, with the exception that the Governing Board of the Health Center shall have exclusive responsibility for hiring, evaluating, managing, and terminating the Executive Director. Co-Applicant Agreement-Page 4 :1.4.3. 'The Executive Director of the Health Center shall be appointed by the Governing Board and shall serve at the pleasure of the Governing Board. All employees under individual employment contracts with the Health Center(e.g. physicians) shall be appointed by the Executive Director of the Health Center and shall serve at the pleasure of the Executive Director. SECTION 4. THE CITY AND CITY COUNCIL: ROLES AND RESPONSIBILITIES. 4. Retention of Authorities. The City Council and the City Manager shall retain all authority not delegated to the Governing Board by federal law or through the terms of this Agreement. 4.1. City Administrative Policies and Resources. 4.1.1. The City may provide general administrative services to the Health Center, such as accounting services, risk management services, personnel assistance, etc. 4.1.2. The City shall provide, without limitation, fiscal management and oversight in accordance with current law and City policies. 4.1.3. The City will treat the Health Center as an enterprise fund of the City, and create an individual fund (the"Community Health Center Fund") for purposes of accounting for the Health Center's funds. The City will deposit money from the City's general fund into the Health Center Fund annually, in amounts approved by the City and consistent with the annual operating and capital budgets approved by the City and the Governing Board. The Health Center Fund will also include and account for the federal grant funds that the City receives as the Section 330 grantee. 4.1,4. The City Council shall be responsible for adopting the Health Center's annual operating and capital budgets as finally approved by the Governing Board; the City Council may not unilaterally revise a budget approved by the Governing Board or approve an alternate budget for the Health Center without review and final approval by the Governing Board. 4.1.5. The City may provide human resource services to the Health Center, including without limitation, recruitment and training programs and technical assistance, consistent with the City's human resource policies. 4.1.6. The City may provide risk management oversight and services, and insurance for the Health Center, the Health Center's employees and the Governing Board to cover liabilities for each of them not otherwise covered or preempted by the FTCA_ Further,the City shall indemnify. defend and hold harmless the Health Center,the Health Center's employees and the Governing Board from and against any and all third-party claims, damages, costs and liabilities (including, without limitation, attorney's fees) resulting from the operation of the Health Center or the performance of services under this Agreement. Co-Applicant Agrzcment-Pagc 5 4.1.7. The City may provide legal consultation to the Health Center and the Governing Board,but the Governing Board shall be free to retain separate counsel. 4.1.8. The Health Center,out of its Community Health Center Fund, shall pay for or reimburse the City for the services and the insurance coverage that the City provides to the Health Center under this Agreement, including general administrative services, human resource services, accounting services and legal services. The amount to be paid or reimbursed by the Health Center shall constitute the Heath Center's pro rata share of the cost of such services, all in accordance with the annual budgets for the Health Center that are approved by the City and the Governing Board. 5. SECTON 5. PARTIES' AGREEMENT TO PARTICIPATE IN COORDINATING COMMITTEE.For purposes of implementing this Agreement,the Parties agree to participate in a Coordinating Committee comprised of one member each of the Governing Board, the City Council, the Health Center Executive Director,arid the City Manager,or their respective designees. 5.2, Meetings may be called by any one member of the Coordinating Committee. 6. SECTION 6. TERM OF AGREEMENTThe Agreement shall remain in effect during the project period of each Section 330 grant award and shall remain in effect until terminated in accordance with the terms of Section 7. 6.2. Subject to any Federal and/or state regulatory approval which might be required to terminate the operation ofthe Health Center, nothing in this Agreement is intended to require, nor should be construed to require, that the Health Center remain in operation, or that the City apply for any grant funding, including continued Section 330 funding for the Health Center. 7. SECTION 7. TERMINATION OF AGREEMENT.Immcdiate Termination. This Agreement shall terminate immediately upon the effective date of any termination of City's Section 330 grant (without renewal), or upon the loss of any license, permit or other authorization required by law or regulation for operation of the Health Center. 7.2. For Cause Termination. Subject to Section 7.5, any of the Parties may terminate this Agreement for cause in the event that another Party fails to meet its material obligations under this Agreement. Such termination shall require ninety days' prior written notice of intent to terminate, during which period the Party that has failed to meet its material obligations may attempt to cure such failure. If the material breach is cured within the ninety day period, termination shall not occur. If the Parties do not agree that a breach of a material obligation has occurred or that such a breach has been satisfactorily cured, the Co-Applicant Agreement- Page 6 Parties shall submit their claims to a mutually-approved independent mediator, as set forth in 7.4, who shall attempt to assist the Parties in resolving their disagreement. 7.3. Termination for Mutual Convenience or Without Cause. This Agreement may be terminated upon the written agreement of all of the Parties, subject to Section 7.5. In addition, any of the Parties may terminate this Agreement without cause upon giving one hundred and eighty(180)days' prior written notice to the other Parties. 7.4. In the event any Party gives notice of intent to terminate this Agreement, and any of the other Parties do not concur, the Parties shall submit to a review by a mediator to determine if issues leading to termination can be resolved. The mediator shall be chosen by a process in which all Parties first attempt to concur in the selection. In the event concurrence cannot be reached, the City Human Resources Officer shall prepare a list of four independent mediators and each of the Parties shall strike one name until one remains who shall serve as mediator. 7.5. Termination Contingent upart HRSA Approval. Termination under Sections 7.2 or 7.3 shall not become effective unless and until HRSA issues its written approval of such termination. 8. SECTION 8. NOTICESAII notices permitted or required by this Agreement shall be deemed given when in writing and delivered personally or deposited in the United States Mail, first class postage prepaid, Certitied and Return Receipt Requested, addressed to the other Party at the address set forth below, or such other address as the Party may designate in writing. For Governing Board: Chairperson and Executive Director Seward Community Health Center, Inc. PO Box 2895 Seward, AK 99664, and For City; City Manager PO Box 167 410 Adams Street Seward, AK 99664 9. SECTION 9. ASSIGNMENT.This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective transferees, successors and assigns, provided that none of the Parties shall have the right to assign, delegate or transfer this Co-Applicant Agreement-Page 7 Agreement, or its rights and obligations hereunder,without the prior written consent ofthe other Parties. 10. SECTION 10. AMENDMENTS TO COMPLY WITH LAW.In the event that any one or more provisions ofthis Agreement are deemed null, void, illegal or unenforceable,or should any part of this Agreement cause the Governing Board or the City(as co- applicants)not to comply with Section 330, the Parties agree to attempt to amend this Agreement as reasonably necessary to achieve legal compliance. 10.2. In the event that no such amendments or agreements for amendments can reasonably be made, this Agreement shall immediately terminate. I I. SECTION 11. ENTIRE AGREEMENT; AMENDMENTS.This Agreement constitutes the entire agreement between the Parties and supersedes all prior written and oral agreements among the Parties relating to the subject matter hereof No statements, promises or inducement made by any party or by agents of any of the parties which are not contained in this Agreement shall be valid or binding. 11.2. This Agreement shah not enlarged, modified or otherwise altered without the written agreement of all Parties. The Parties may adopt, from time to time, supplemental or additional agreements which enlarge, modify or otherwise alter this agreement. Co-Applicant Agreement- Pogo 8 Being the persons duly authorized to sign this Agreement and thereby bind the above-named Parties, we do hereby affix our signatures on this,the 21,D day of Marck , 2013. SEWARD COMMUNITY HEALTH CENTER,INC. (GOVERNING BOARD) ? Cs1-13”--t-- ...._....... By: Patricia Beals Its: Chairperson CITY OF SEWARID/1 I '. , 24,...„,, rJ jB . James Hunt -_ 1l .s: City Manager Attest: ,, r kill it e J"hanna Kinney, .'ity Clerk SEAL: 00$3 E a R«;S • 'A Of c1.ICf°.6s • <',..,*.. iY e iSEAL � * Y � t 4 . . -._.. s R 'lr•i tt..' "` ` 'i$*-', s`,. 4sO► '44,44,;.:„ss sit" Co-Applicant Agreement-Page 9