HomeMy WebLinkAboutRes2019-089 Sponsored by: Meszaros
CITY OF SEWARD,ALASKA
RESOLUTION 2019-089
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD,
ALASKA, APPROVING AMENDMENTS TO THE CO-APPLICANT
AGREEMENT BETWEEN THE SEWARD COMMUNITY HEALTH
CENTER,INC.AND THE CITY OF SEWARD
WHEREAS,the Seward City Council enacted Ordinance 2010-008 on December 13,2010,
establishing the powers and duties of the Board of Directors charged with oversight of the newly-
established Seward Community Health Center;and
WHEREAS,the City ofSeward serves as co-applicant with the Seward Community Health
Center(501(c)3 entity)as a Federally Qualified Health Center,collaborating 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); and
WHEREAS,the Seward City Council enacted Ordinance 2013-013 on December 16,2013,
authorizing employees of the Seward Community Health Center to be non-PERS employees of
the City for a limited time,amending portions of the City Code,and requiring the Board to enter
into a Co-Applicant Agreement with the City of Seward; and
WHEREAS,the Co-Applicant Agreement is established for the purpose of describing the
relationship of the parties in the mutual operation of a Federally Qualified Health Center in
accordance with Section 330.
NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF SEWARD,ALASKA,that:
Section 1. The Seward City Council hereby approves the Co-Applicant Agreement between
the Seward Community Health Center,Inc.and the City of Seward,as amended,in substantial form
as presented at this meeting.
Section 2. The City Manager is hereby authorized to undertake any and all actions necessary
to execute and implement the Agreement.
Section 3. This resolution shall take effect immediately upon its adoption.
PASSED AND APPROVED by the City Council of the City of Seward, Alaska,this 14th
day of October, 2019.
CITY OF SEWARD, ALASKA
RESOLUTION 2019-089
THE CITY OF SEWARD ALASKA
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Agenda Statement
Meeting Date: October 14,2019 ' of sty,
LAYDOWN ,�-40
To: Seward City Council
From: Seward Community Health Center 1/.450'
Through: Scott Meszaros, City Manager
Agenda Item: Co-Applicant Agreement with Seward Community Health Center, Inc
BACKGROUND &JUSTIFICATION:
The City of Seward and the Seward Community Health Center (CHC) Board are co-
applicants in the funded Section 330 Federally Qualified Health Center in Seward.
The attached Agreement establishes the roles and responsibilities of the Board,the executive
director, and the City of Seward,and expresses the following goals: cooperation rather than
competition among healthcare providers to drive efficiency;City financial and administrative
support to build a strong foundation for the newly-formed center and oversight of funding;
operation of the CHC consistent with Section 330 requirements and the best interests of the
community; and restricting the City's role to the highest level necessary to provide oversight
without involvement in daily operations or management.
The primary responsibilities of the Board include:selecting services to be provided;adopting
policies and procedures;ensuring quality of care;providing a sliding fee discount program;
evaluating CHC programs and services; approving annual budgets and grant applications,
then submitting to City Council for approval;selecting,evaluating,dismissing the executive
director;ensuring that adequate insurance coverage is in place for the CHC,employees,and
the Board; and ensuring compliance with all applicable laws.
The primary responsibilities of the Executive Director include: managing and supervising
activities of the CHC including carrying out policies,procedures,and programs of the Board;
negotiating and administering contracts ; ensuring eligibility for Federal Tort Claims Act
medical malpractice insurance coverage;coordinating with the city manager as to applicable
City policies; informing the Parties of any new pertinent federal guidance ; maintaining all
licensing; and hiring, evaluating,managing, and terminating staff.
The primary responsibilities of the City include: aiding the CHC as approved by Resolution
of the City Council; ensuring fiscal management and oversight of grant and local funds
passed through the City to the CHC; approving grant applications as necessary; and
approving the annual budget upon approval by the Board.
The Seward City Council and the City Manager will not have any involvement in employment
matters of the CHC,including in the hiring of the executive director.
JNTENT: The intent of this action is to establish the respective roles and responsibilities of
the City, the Board,and the Executive Director of the CHC.
CONSISTENCY CHECKLIST: Yes No N/A
Comprehensive Plan: 2.2.6 Health Care
1. X
2. Strategic Plan: Page 19 We are a community that provides an X
integrated array of healthcare services designed to protect and
improve the quality of life for all citizens.
3. Other: In Accordance with Section 330 of the Public Health X
Service Act,42 U.S.C. §254b
FISCAL NOTE: Approval of this resolution supporting the Co-Applicant Agreement has no
direct fiscal impact on the City. However, the City will continue to oversee the grant and local
funds being passed through the City to the CHC. In addition, the 2020 City budget will include
the final $100,000 support payment as agreed to at the establishment of the CHC.
Approved by Finance Department: kras,.1,/
ATTORNEY REVIEW: Yes X No
RECOMMENDATION:
Approve Resolution 2019-089 approving a Co-Applicant Agreement between the City of
Seward and the Seward Community Health Center, Inc.
PCOMMUNiTY
/ EH^ pLTH
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October 7, 2019
Dear City Council,
Attached is the proposed revised Co-applicant agreement, between the City of Seward and the Seward
Community Health Center with supporting documents for your review and approval. The main reason
for the revision is that HRSA has placed a condition on our operating grant until we bring our agreement
into compliance with HRSA regulations. The agreement was approved by the SCHC Board on October 7,
2019.The deadline for HRSA to accept our revised agreement is October 2.3, 2019.
Supporting document 1: Summary of significant changes to the Co-applicant agreement.(1 page)
Supporting document 2: SCHC Administration policy 114, Grant and service scope approval and
communication.This policy is attached to show the changes SCHC has made to improve communication
with the City and our community, when SCHC intends to apply for a grant or a change in service scope.
(3 pages)
Supporting Document 3: Executive Summary-A guide to rural health care collaboration and
coordination. SCHC intends to follow the attached HRSA guidance document to implement
collaboration and coordination strategies, possibility an MOU,for our community.SCHC is planning to
hold a facilitated meeting with our community's health related providers within the next two months to
begin to improve our community's collaborative process when it comes to identifying community health
gaps, needs, perusing grants and our collaborative relationships including hiring practices.
Supporting document 1: Summary of significant changes to the Co-applicant agreement.
• 1.7.1 Changed the first word from"Requires"to "Expects". This change is intended to comply
with the HRSA required language added in section 3.2.11 and 3.2.12,and still demonstrate the
importance of collaboration.
• 3.1—Changed from two ex-officio positions to four,selected annually by the Governing Board.
• Sections 3.2.11 and 3.2.12 were added from the HRSA Health Center Program Compliance
Manual (2018), Chapter 19 "Board Authority, p.75,as required by HRSA in their review of the
current agreement:
* 3.2.111 No other individual, entity or committee shall have reserve approval authority or
veto power over the Governing Board with respect to required authorities and functions.
* 3.2.12 In cases where the Flealth Center collaborates with other entities in fulfilling the
health center's HRSA-approved scope of project, such collaboration or agreements with
the other entities shall not restrict or infringe upon the Governing Board's required
authorities and functions.
• 3.4.-- Several sections changed and deleted in reference to Health Center employees being
recognized as City employees for health insurances purposes. This is no longer needed as the
Health Center has provided their own health insurance.since August 2018.
• 4.2.2— removed "without limitation" before fiscal management and added the last sentence.
"The Cit)(s fiscal responsibility is limited to the drawdown and reimbursement of expenditures
to the CHC. The Health Center is responsible for all other fiscal compliance of the HRSA grant"
This is an attempt to clarify the fiduciary responsibility of the City and the Health Center. This
will need legal and fiscal input before it can be finalized. We may choose to move this to the
supplemental document.
• 4.2,14—added"section 330 grant applications and changes in scope"
• Added Section 6 Dispute Resolution.
POLICY: Grant and Service Scope Approval
and Communication
AREA: Administration
C OMMU ITY
w ° ,T NUMBER: ADM 114
LU
APPLIES TO: Executive director, Contractors
Approved Gate: OctoberT"7',. ........._...
A 2019 ...__ Effective late: October 7, 2019
Created By; SCHC Administration Review/Revision Gates:
Reviewed By: SCHC Board of Directors
Purpose and Summary:
Seward Community Health Center(SCHC) recognizes that communication and approval of grant
renewals, new grants, and changes in service scope need to be thoroughly prepared by administration
and reviewed by the SCHC board before they are approved. Part of this process is to communicate with
the City of Seward as co-applicant and other organizations that may be affected by the proposed
actions,
Policy Statement:
SCHC recognizes its obligation to support the health of the community by utilizing access to federal
funding to strengthen the community's health safety net. The purpose of this policy is to provide
guidelines for appropriate communication and approval of grants and changes in service scope.
Procedures:.
Grants Submissions
When a Notice of Funding Opportunity(NOFO) is posted by Health Resources and Services
Administration (HRSA)for a grant that SCHC administration and governing board is interested in
pursuing,the following steps are to be completed before the grant will be submitted to HRSA. If the
grant requires a change in scope,then the change in scope procedure needs to be completed before or
in conjunction with the grant procedure.
1. Grant documents will be completed by SCHC Administration.
2. Grant documents and NOFO will be forwarded a week in advance to SCHC Board of Directors or
Executive Committee for review, proposed changes and preliminary approval, at the next
scheduled board meeting, a special meeting or the Executive Committee could approve and
ratify at the next board meeting. if needed.
ADM 11.4 October 7, 2019 Page 1 of 3
3. The City Manager will receive notice of the SCHC board or Executive Committee meeting and
documents,so the City Manager can collaborate with the SCHC in their decision-making process.
4, The grant proposal will be sent out a week in advance and presented at the next scheduled
SCHC—City of Seward Coordinating Committee,or a special meeting will be called if needed
The Coordinating Committee will either approve or submit requested changes to the grant in
writing to the SCHC Executive Director(ED) within a week of the meeting,who will then pass the
information on to the SCHC Board,or Executive Committee. The ED will receive direction from
the Coordinating Committee as to how and when the City Council will be notified of the grant.
S. Based on the review and comments from the SCHC board and/or the Coordinating Committee,
the SCHC ED will solicitate input from other organizations.
6. The SCHC Board, in a regular or special meeting or through the Executive Committee,will review
input from the Coordinating Committee and other organizations, if requested, and approve,or
stop the final draft of the grant documents to be submitted to HRSA.
7. When approved,the Executive Director or designee will submit the grant application to HRSA.
Chainge in Scope of Services
When SCHC administration is interested in changing the scope of services for SCHC,the following
procedure will need to be completed before the Change in Scope(CIS) can be submitted to HRSA.
1. Change in scope submission documents will need to be completed by SCHC Administration.
2. The Submission documents will be forwarded a week in advance to SCHC Board of Directors,or
Executive Committee for review, proposed changes and preliminary approval, at the next
scheduled board meeting, a special meeting or, the Executive Committee could approve and
ratify at the next board meeting. if needed.
3. The City Manager will receive notice of the SCHC Board or Executive Committee meeting and
documents,so the City Manager can collaborate with the SCHC in their decision-making process.
4. The submission documents will be sent out a week in advance and presented at the next
scheduled Coordinating Committee meeting, or a special meeting will be called if needed.The
Coordinating Committee will either approve or submit requested changes to the grant in writing
to the SCHC Executive Director within a week of the meeting, The ED will then pass the
information on to the SCHC Board,or Executive Committee.The ED will receive direction from
the Coordinating Committee as to how and when the City Council will be notified of the grant.
5. Based on review and comments from the SCHC board and/or the Coordinating Committee,the
ED will solicitate input from other organizations.
6. The SCHC Board, in a regular or special meeting,or through the Executive Committee,will
review input from the Coordinating Committee and other organizations,if requested,and
approve, or stop the final draft of the submission documents to be submitted to HRSA
7. When approved,the Executive Director or designee will submit the grant application to HRSA.
ADM 11,4 October 7, 2019 Page 2 of 3
Approval Signatures:
ExecutiV6 r Date
Board President or Secretary ate of'Board Action)
ADM 114 October 7, 2019 Page 3 of 3
A Gulde for,RUral Health Care Collaboration and Courdinafion
Executive Summary
Safety net health care providers in rural communities (see Exhibit 1) face a unique combination of
challenges, including limited economies of scale, heavy dependence on public payers, low patient
volume, and unnecessary duplication of services among providers, Given these circumstances,
rural providers like Health Centers/Federally Qualified Health Centers (FQHCs), small rural
hospitals, Critical Access Hospitals (CAHs), Rural Health Clinics (RHCs), and local public health
departments may perceive some level of competition with each other for limited resources, staff,
and patients, which can put key services at risk. This Guide discusses and illustrates through case
studies how collaboration and coordination among rural providers can address these issues and
improve care for these communities.
A Guide for Rural Health Care Collaboration and Coordination was developed in cooperation with
local, state, and national level leaders representing various rural health care organizations (see
JV). Below are key lessons learned from efforts these leaders have pursued in their own
rural communities, These lessons are discussed in more depth later in the Guide,
Key Lessons Learned from Rural Health Leaders on Implementing Collaboration and Coordination
Stra
1.Leverage use of existing data sources to inform meaningful collaboration and coordination
• Organizations can use existing information,such as needs assessments and electronic health record (EHR)data,to
identify the needs of the patient population and the organizations that can best meet those needs,
• Reviewing public information sources(e.g.,strategic plans,regulatory filings, needs assessments, and technical
reports)can help deepen the understanding of other organizations in the community and identify shared priorities.
Z Engage potential partners
• The community health needs assessment process can be an opportunity to engage with potential partners.
• Organizations with no prior history of collaboration might start with a small-scale project to establish a working
relationship for larger projects,
• Taking a'community-minded"approach can encourage engagement with other potential partner organizations,
recognizing that no single organization can address all of the community's needs.
3.Develop a collw.tive strategy
• Collaborations are more effective when designed collectively by all participating organizations, rather than being
initiated and dominated by a single organization.
4,Commit to transparency and honest communication
• Candid and honest conversations among potential partner organizations can result in clear expectations and role
delineations,
• When a relationship between two organizations has a strong foundation of trust, sharing board members can be an
effective way to increase transparency and enhance collaboration/coordination,
5.Set realistic expectations and prepare for potential changes
• Not every strategy wiH be succeSSfUl;failed strategies and partnerships can provide valuable learning experiences that
enhance the success of future partnerships,
• Leaders are important to establishing and maintaining collaboration and coordination; however, leaders will likely
change.Formally document partnerships through memoranda of agreement(MOA) or rnemoranda of understanding
(MOU)so that collaboration and coordination efforts can survive the departure of the leaders who initiated them,
6,Identify measures to monitor progress and performance
• Identifying meaningful measures helps guide improvement and performance of collaboration/coordination efforts,
• Use of perfon'nance measures data can help garner sustainability support from others in the community,
'7.Complete due diligence before committing to a strategy
• All organizations involved in a collaboration/coordination strategy must first ensure that the strategy cornplies with all
of their programmatic and regulatory requirements,
V
CO-APPLICANT AGREEMENT
BETWEEN
SEWARD COMMUNIT Y HEALTH CENTER,INC., and
THE CITY OF SEWARD,ALASKA
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 1.RECITALS.
1.1. This 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.&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
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 local government entity
governed by the Seward City Council ("City Council") and is a home rule City ofthe State
of Alaska providing general government services for the City,including management of public
,health facilities, per Chapter 16of the Seward City Charter.
1.5. The. Governing Board and City w e r c awarded a New Access Point Grant as a Federally
Qualified Health Center in accordance with a Notice of Award issued by the United States
Department of Health & Social Services, health Resources and Services Administration
(HRSA), establishing an initial project period of November 1,2013 through January 31,2016.
Subsequently, Subsequently, Service Area Competition applications were submitted and
approved by HRSA in September 2015 for a second project period of February 1, 2016 through
January 31, 2019, and in August 2018 for a third project period of February 1, 2019 through
January 31,2021
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:
1.7.1. Expects cooperation ratb e.r th a n c 0 m p et it i o n among the community's healthcare
providers, creating partnerships to drive a more efficient healthcare delivery system
and strengthen safety net programs;
Co-Applicant Agreement Page I of 9
1.7.2. 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, by quarterly presentations.to City Council and quarterly
coordinating committee meetings.
1.7.3. Restricts the Citys role in the operation and management of the Health Center to the
highest levels necessary to provide legally required and appropriate oversight,without
involvement in daily operations or management of the Health Center.
Therefore,the Parties mutually agree to the following:
SECTION 2.DEFINITIONS.
2.1. "Agreement" means this Co-Applicant Agreement,
2.2. "City.Council" means the Seward, Alaska City Council.
2.3. "Council Members" means the City of Seward,Alaska City Council Members
2.14. "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.
2.5. "City" means the political subdivision of the State of Alaska incorporated as the City of
Seward,Alaska.
2.6. "DI-IHS"means the United States Department of Health and Human Services.
2.7, "Effective.Date"means the date the original Agreement is signed by the Parties.
2.8. "FTCA"' means the Federal 'Tort.Claims Act.
2.9. "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.
2.10. "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 Linder the public
name "Seward Community Health Center."
2.11. "HRSA"means the federal Health Resources and Services Administration.
2.12. "Parties" means Governing Board and the City,
2.13. "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
I-IRSA, and collectively, the two entities meet all other Section 330 requirements and are
referred to as the "health center."
2.14. "Section 330" means the Section 330 of the Public Health Service Act, 42 UIS.C. §254b.
SECTION 3. GOVERNING BOARD: ROLES AND RESPONSIBILITIES
3.1. Composition. The Governing Board shall comply with the composition and selection
requirements of Section 3.30 and implementing regulations as set forth in the,Governing Board
Co-Applicant Agreement Page 2 of 9
Bylaws. The Governing Board shall annually select no more than four ex-officio members from
the City and other local healthcare organizations,
3.2 The Governing Board shall exercise the fbIlowing authorities and responsibilities of a co-
applicant set forth in Section 330 and implementing regulations and policies,
3.2.1. The Goverriing 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 hour-,of operation and quality-of-care audit procedures.
3.2.1 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 fcderal 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 f e d e r a g r a n t 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 of the Governing Board.
3.2.5. The Governing Board shall submit an annual f e d er a I g r a n t budget for the health
center to the City Council for approval, as a co-applicant requirement of Section 330.
The Board shall submit the grant budget no later than October I of each year, for the
following year. If the Board unreasonably fails to approve an annual grant budget,
the City may still submit the annual funding request under Section 330 of the Federal
Public Health Service Act. No grant budget shall become effective without City
Council approval.
The Governing Board shall approve Section 330 and related grant applications,
3.2.7. The Governing Board shall have the sole authority to select, evaluate (at least
annually) and dismiss the Health Center's Executive Director.
3.2.8. The Governing Board shall ensure that the Health Center is operated in compliance
with all applicable Federal, State and local laws and regulations.
3.2.9. The Governing Board shall evaluate the Health Center's achievements at least
annually, and shall use the knowledge gained thereby to revise the Health Centers
goals, objectives, plan and budget as necessary and appropriate.
3,2.10. The Governing Board shall have other authorities and responsibilities which are
required by Section 330.
3.2.11. No other individual, entity or committee shall have reserve approval authority or veto
power over the Governing Board with respect to required authorities and functions.
3.2,12. In cases where the Health Center collaborates with other entities in fulfilling the health
center's RRSA-approved scope of project, such collaboration or agreements with the
Co-Applicant.Agreement Page 3 of 9
other entities shall not restrict or infringe upon the Governing Board's required authorities
and functions.
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 I-lealth Center's affairs in furthering policies, procedures and programs
established by the Governing Board,
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
any contract administration,procurement and conflict of interest policies approved by the
.Governing Board that are in effect. All major purchases (defined as a single contract
amount exceeding $50,000) shall be made in accordance with competitive
procurement Ordinance and purchasing policies of the City except Governing Board
approval would replace City Council approval,
3.3.3 The Executive Director shall ensure that the Health Center becomes and remains
eligible for Federal Tort Claims Act (`FICA") coverage, and that once attained, FTCA
deemed status shall be maintained.
3.3.4 The Executive Director shall. coordinate with the City Manager or the manager's
designee on administrative actions pursuant to applicable City policies (i.e.purchasing
policies, grant reporting requirements).
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 mainta►n all professional licenses and certifications
necessary and appropriate.
3.4 The Health Center will work closely and cooperatively with the City as co-applicants of
Section 330 federal grant funding. The following shall apply:
3.4.1 To the extent the Health Center requests administrative assistance from the City and
such is approved by Resolution of the City Council, the Health Center shall comply
with applicable administrative, fiscal, information technology., risk
management, and human resource policies of the City except as described in Section
3.4.2. 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 subject solely to the
Personnel Policies of the Seward Community Health Center, as approved by the
Governing Board. The Health Center is fully and solely responsible for all aspects of
employment, including payroll administration, hiring, training, supervision,
discipline, grievances, and termination, in accordance with the Personnel Policies
adopted by the Governing Board,
Co-Applicant Agreement Pap 4 of 9
3.4.3 The Health Center will maintain health insurance, liability insurance and workers'
compensation insurance coverage.
3.4.4 The Governing Board of the Health Center shall have exclusive responsibility for
hiring, evaluating, managing, and terminating the Executive Director.
3.4.5 The Executive Director of the Health Center shall be appointed by the Governing
Board and shall serve at the sole pleasure of the Governing Board.
3.4.6 All employees of the Health Center, including those serving under individual
employment contracts(e.g., physicians) shall be appointed by the Executive Director of
the H e a It h Center and shall serve at the pleasure of the Executive Director. Health
Center employees have all the rights afforded them under the Seward Community
Health Center Personnel Policies, as approved by the Governing Board, and as
amended from time to time.
SECTION 4. TIIE CITY AND CITY COUNCIL:ROLES AND RESPONSIBILITIES,
4.1. 'Retention of Authorities. The City Council and the City Manager shall
I retain all authority not
delegated to the Governing Board by federal law or through the terms of this Agreement.
including the City's healthcare powers to manage public health facilities owned or operated by
the City in accordance with Seward City Code Chapter 16.
4.21. City Administrative Policies and Resources.
4.2.1. The City may provide general administrative services to the Health Center, such as
accounting services, risk management services, personnel assistance, etc., subject to
approval by the Seward City Council by.Resolution.
4.2.2. The City shall provide, fiscal management and oversight of grant and local finds
passed through the City of Seward, in accordance with applicable law and City policies,
The City's fiscal responsibility is limited to the drawdown and reimbursement of
expenditures to the C14C. The Health Center is responsible for all other fiscal compliance
of the 14RSA grant.
4.2.3. The City will treat the Health Center As a separate accounting fund of the City(the
"Community Health Center Fund") for purposes of accounting for and segregating the
Health. Center's funds, The Health Center will bill the City monthly for
amounts consistent with the annual operating and capital budgets approved by the City,
and the Governing Board. The Community Health Center Fund will also include and
account for the federal grant funds that the City receives as the Section 330 grantee.
4.2.4. The City Council shall review the Health Center's annual federal grant operating and
capital budgets, Section 330 grant applications and request's for Changes in Scope, as
finally approved by the Governing Board. The City Council may not unilaterally
revise a budget or grant application approved by the Governing Board or approve an
alternate budget o r g r a n t a p p I i c a t i o n without review and final approval by
the Governing Board, with subsequent follow-up by the Council in accordance with
Seward City Code 2.401.030(a).
4.2.5. The City may provide human resource services to the Health Center, including
Co-Applicant Agreement Page 5 of 9
advertising, compiling applications, notifying applicants as requested by the,Executive
Director, drug and background tests, filing applications, etc, if approved by the,City
Council by Resolution.
4.2,6, 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.
4.2.7. 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.
4.2.8. The Health Center, out of its Community Health Center Fund, shall pay for or
reimburse the City for the services that the City may provide to the Health Center
under this Agreement, including general administrative services, human resource
services, accounting services,information technology services and legal services,to the
,extent that cash is available for this repayment. 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 federal grant budgets for the Health
Center that are approved by the City and.the Governing Board.
SECTION 5.PARTIES`AGREEMENT TO PARTICIPATE IN COORDINATING
COMMITTEE.
5.1. For purposes of implementing, amending, or renewing 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, and the City Manager, or their
respective designees.
5.2. Meetings may be called by any one member of the Coordinating Committee and may be held
telephonically or electronically.
SECTION 6.DISPUTE RESOLUTION.
The Health Center and the City shall first attempt to resolve any dispute arising under this
Agreement by informal discussions between the Executive Director of the Health Center and
City Manager subject to good cause exceptions including, but not liquited to,.disputes determined
by either Party to,require immediate relief(i.e., circumstances under which an extended
resolution procedure may endanger the health and safety of the patients). In the event the Health
Center and the City are unable to resolve the dispute through informal negotiations within a
reasonable period of time from the commencement of such discussions (not to exceed thirty(30)
days),the Parties agree to submit the dispute to nonbinding arbitration or to mediation agreeable
to both Parties. The Parties will make good,faith efforts to resolve.any dispute that arises
between them. This section does not foreclose either Party from any judicial remedy upon
completion of non-binding arbitration or mediation.
SECTION 7.TERM OF AGREEMENT.
7.1 The Agreement shall remain in effect during the initial and any subsequent project period of each
Section 330 grant award and shall remain in effect until terminated in accordance with the terms
of Section 7.
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7.2 Subject to any Federal and/or state regulatory approval which might be required to terminate
the operation of the 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.
SECTION 8.TERMINATION Of AGREEMENT.
8.1 Immediate 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 authori7ation required by law or regulation for operation of the Health Center.
8.2 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 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.
8.3 Termination for Mutual Convenience or Without Cause. This Agreement may be terminated
upon the written. agreement of both Parties, subject to Section 7,5. In addition, any of the
Parties may terminate this Agreement without cause upon giving g one hundred and eighty(180)
days' prior written notice to the other Party.
8.4 In the event either Party gives notice of intent to terminate this Agreement and the other Party
does 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 five independent qualified
h e a I t h c a r e mediators and each of the Parties shall strike one name until one remains who
shall serve as mediator.
8.5 Termination Contingent upon HRSA Approval. 'Termination under Sections 7.2 or 7'3 shall
not become effective unless and until IJRSA issues its written approval of such termination.
SECTION 9.NOTICES.
All 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,
Certified 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
417 First Avenue
Seward,AK 99664, and
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FoLC&:
City Manager
PO Box 167
410 Adams Street
Seward,AK 99664
SECTION 10. 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 neither Party shall have the
right to assign, delegate or transfer this Agreement, or its rights and obligations hereunder,
without the prior written consent of the other Parties.
SECTION 11.AMENDMENTS TO COMPLY WITH LAW.
11.1. In the event that any one or more provisions of this 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.
11.2 In the event that no such amendments or agreements for amendments can reasonably be made,
this Agreement shall immediately terminate.
SECTION 12. ENTIRE AGREEMENT; AMENDMENTS.
12.1 This Agreement,City Ordinance 2013-013,the NewAccess Point Grant Application,all subsequent
Service Area Competition Applications, the New Access Point Grant Award and all subsequent
Notices of Service Area Competition Grant Awards issued by H. and the provisions of the
Health Information Portability and Accountability Act(HIPAA)respecting the confidentiality of
patient.records,constitute,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,
12.2 This Agreement shall not be 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,
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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_day of --12019.
.SEWARD COMMUNITY HEALTH CENTER, INC. (GOVERNING BOARD)
By:: Shane.E.Hand M
Its: Vice Chair
CITY OF SEWARD
By: Scott Meszaros
Its: City Manager
By: Brenda Ballou
Its: City Clerk
SEAL.
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