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HomeMy WebLinkAboutRes1990-082 . . . sponsored by: Schaefermeyer CITY OF SEWARD, ALASKA RESOLUTION NO. 90-082 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, CONCURRING IN THE SEWARD COMMUNITY HOSPITAL BOARD CONTRACT WITH BRIM HEALTHCARE, INC. WHEREAS, the current hospital administrator has elected to retire on November 1, 1990; and WHEREAS, the Seward Community Hospital Board has recruited both individual hospital administrators and has explored the concept of contracting for the management of Seward General Hospital; and WHEREAS, the Seward Community Hospital Board has concluded that there are several advantages to the Seward General Hospital in contracting for management of the hospital, including access to specialized management skills and experience generally unavailable to small rural hospitals; and WHEREAS, the Seward Community Hospital Board has interviewed two companies that provide hospital management services and has concluded that Brim Healthcare, Inc., has a management plan that will meet the needs of Seward General Hospital and facilitate the continued growth of the hospital in the community; and WHEREAS, the City council of the city of Seward concurs with the Community Hospital Board that the management services contract negotiated on behalf of the hospital would be in the public interest and that it would provide professional services needed by the hospital; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, that: Section 1. The City Council of the city of Seward concurs in the contract negotiated between the Seward Community Hospital Board and Brim Heal thcare, Inc. , a copy of which is attached and incorporated herein by reference. Section 2. This resolution shall take effect immediately upon its adoption. PASSED AND APPROVED by the City Council of the city of Seward, Alaska, this 23rd day of July, 1990. -1- . CITY OF SEWARD, ALASKA RESOLUTION NO. 90-082 AYES: NOES: ABSENT: ABSTAIN: ATTEST: THE CITY OF SEWARD, ALASKA ~ -~v~)-tf Wliiiam C. Noll, Mayor NOLL, BURGESS, DUNHAM, MEEHAN, SIEMINSKI, SIMUTIS NONE NONE HILTON APPROVED AS TO FORM: Perkins Coie, Attorneys for the city of Seward, Alaska . . (City Seal) 7-..J,. IV(~ Fred B. ArVldson City Attorney -2- . . . BRIM RESOURCE NETWORK AFFILIATION AGREEMENT This Agreement made the 11-th day of .r~ ,199f' between Seward General Hospital, 417 First Avenue, Seward, Alaska, 99664-0365 (referred to as "Hospital") and BRIM HEALTHCARE, INC., an Oregon corporation with its principal place of business at 305 N.E. 102nd Avenue, Portland, Oregon (hereinafter referred to as "Brim"). WITNESSETH: An affiliation between Hospital and Brim must be based on a scope of services that provides practical, measurable solutions to problems facing hospitals today. To this end, our mutual goals include: Local Autonomy and Control. We believe that the local hospital must retain all authority in directing its institution. Our scope of services will enhance and preserve the ability of the hospital to determine its own course of action while giving access to resources with a national track record of proven success. Improved Ho&pital Operating Performance. We believe that the scope of services must be designed to provide a direct measurable impact on the hospital's ability to improve quality, increase customer satisfaction, improve revenues and decrease unit costs. Relationship of Parties: Brim shall perform its responsibilities hereunder so as to promote efficient Hospital operations and the delivery of quality health care to the patients of Hospital, all subject to the specifications and control of the hospital's administration as required by the laws of the State of Alaska, regulations of the State Commission of Health, and in accordance with the policies and procedures of the Hospital. I . . . 1. BRIM SERVICES Brim shall provide technical consulting services to Hospital as defined below: A. Brim shall provide the Hospital with professional technical consulting, review and analysis with implementation recommendations in the following areas. To effect this, Brim will provide up to ten (10) site visits by Brim staff in the first year of this Agreement; eight (8) site visits as listed and an additional two (2) visits if requested by Hospital. In the remaining six (6) months of this Agreement, Brim will provide up to four (4) site visits as listed, and an additional one (1) visit if requested by Hospital. 1. Administration a. Support of Hospital management through phone access to Brim Vice President for consultation on any issue. 2. Fiscal Services (at least two [2] site visits) a. Assist management in preparation and implementation of budget. b. Full fiscal support in review of financial status, reports and history. 3. Education (at least two [2] site visits) a. Site visits by Brim's regional vice president or associate to assist in specific projects identified by board and administration. Examples: board retreat, board education, mid-management education. 2 . . . b. Invitation to participate in the following: 1. Brim annual national trustee conference (at a reduced fee). 2. All Brim regional and national hospital staff programs, such as CFO and DNS conferences, materials manager conference (at no fee). 3. Brim University programs (at normal fees). 4. Strategic Planning and Marketing (at least three [3] site visits) a. Conduct a full planning process and produce a comprehensive strategic plan. 5. Purchasing Assistance and Materials Management a. The Hospital will be entitled to participate in national purchasing contracts between NME/Brim and medical suppliers. 6. Professional Services a. Access to Brim's professional service consultants b. Access to Brim materials such as model by-laws, policies, and procedures. 7. Physician Services (at least one [1] site visit) a. A follow-up analysis of clinic performance and recommendations under hospital ownership. B. Additional services: Brim will provide Hospital with access to other project specific services on an hourly rate basis, ranging from $65.00 to $125.00. The parties agree not to proceed with any specific project service until an agreement has been signed by both parties. 3 . . . III. HOSPITAL REQUIREMENTS A. As part of this Agreement, Hospital agrees to fulfill the responsibilities listed below to facilitate and assist Brim in its completion of services outlined in Section I of this Agreement. 1. To provide Brim and its consultant with requested reports and access the personnel necessary for follow-up and review. IV. BRIM COMPENSATION As compensation for services provided hereunder, Hospital shall pay to Brim a consulting fee of five thousand and 00/100 Dollars ($5,000) monthly in advance of each month of service to be provided, beginning February 1, 1994. Travel expense of consulting staff is included. Any sums not paid within thirty (30) days of the date shall bear interest at prime plus two percent (2 %) per annum from the date since sums were first due. V. TERM This Agreement shall be for an initial eighteen (18) month period, beginning February 1, 1994 and ending July 31, 1995 with extensions and/or modifications for succeeding periods by mutual consent. VI. INDEMNIFICATIONS Brim shall indemnify and hold Hospital, its employees and agents, harmless from any and all loss, liability or damage, of any kind whatsoever for which Hospital shall not be reimbursed by insurance, including but not limited to attorney fees and court costs, arising out of or in any manner occasioned by breach by Brim, its agents, employees, servants or 4 . . . subcontractors, of any covenant and/or condition of this Agreement, or by the negligence, improper conduct or intentional acts of omissions of Brim, its agents, employees, servants or subcontractors. Hospital shall indemnify and hold Brim harmless from any and all loss, liability or damage, of any kind whatsoever for which Brim shall not be reimbursed by insurance, including but not limited to attorney fees and court costs, arising out of or in any manner occasioned by breach by Hospital, its agents, employees, servants or subcontractors of any covenant and condition of this Agreement, or by the negligence, improper conduct or intentional acts or omissions of Hospital, its agent, employees, servants or subcontractors. VII. DIVISION OF AUTHORITY AND RESPONSIBILITY A. In assuming the responsibilities of this Agreement, it is specifically understood and agreed that Brim is acting at all times as an independent contractor and that no act, commission or omission of either party hereto shall be construed to make or render the other party its principal agent, joint venture, or associate except to the extent specified herein. Brim and Hospital specifically shall not assume the debts, obligations, or liabilities of the other party. B. Notwithstanding any other provision in this Agreement, Hospital remains responsible for ensuring that any service provided pursuant to this contract complies with all pertinent provisions of federal, State, and local statutes, rules and regulations. C. This Agreement is subject to all of the applicable provisions of Alaska State law and the regulations of the Commissioner of Health. Brim agrees to obtain any written consents or approvals required to implement this Agreement. D. All other powers not delegated under this Agreement shall remain with the Board of the Hospital. 5 . . . VIII. ACCESS TO BOOKS AND RECORDS Upon written request of the Secretary of Health and Human Services or the ComptroIler General or any of their duly authbrized representatives, Brim or any other related organization providing services with a value or cost of Ten Thousand and 00/100 Dollars ($10,000.00) or more over a twelve (12) month period, shall make available to the Secretary the contracts, books, documents and records that are necessary to certify the nature and extent of the costs of providing such services. Such inspection shall be available up to four (4) years after the rendering of such services. This paragraph is not intended to prohibit or impede any state audits pursuant to state law. IX. APPROVALS AND APPLICABLE LAW This Agreement shall be construed in accordance with and governed by the laws of the State of Alaska. Acceptance of this Agreement will cancel the previous agreement between Seward General Hospital and Brim Healthcare, Inc. X. INTEGRATION This Agreement constitutes the entire Agreement between the parties. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the parties hereto and approved by the Commissioner of Health. The waiver or breach of any provision of this Agreement shall not be deemed a waiver for any other breach of same or any other term of this Agreement. 6 . . . XI. NOTICES Any notice or other communication by either party to the other shall be in writing and shall be given, and be deemed to have been given, if either delivered personally or mailed, postage prepaid, registered or certified mail addressed as follows: TO THE HOSPITAL: Seward General Hospital 417 First Avenue Seward, Alaska 99664-0365 A TIN: Chairman of the Board TO BRIM: Brim Healthcare, Inc. ATIN: President 305 N.E. 102nd Avenue Portland, OR 97220 or to such other address, and to the attention of such other person or officer as either party may designate in writing. XII. HEADINGS The headings contained herein are for convenience of reference only and are not intended to define, limit or describe the scope of intent of any provision of this Agreement. XIII. COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be an original, and each such counterpart shall together constitute but one and the same Agreement. 7 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by . their duly authorized representatives as of the day and year first above written. SEWARD GENERAL HOSPITAL BRIM HEALTH CARE, INC. By: ~~~ t~/~f.~ 4-v~6 r . u;;i7uJ,/ By: ~ i; Title: _0;r ~/~ Title: ,.. 2Ill193 . . 8