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HomeMy WebLinkAboutRes2013-022 Sponsored by: Hunt lbw CITY OF SEWARD, ALASKA RESOLUTION 2013 -022 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, APPROVING A MANAGEMENT AND OPERATING AGREEMENT BETWEEN THE CITY OF SEWARD AND PROVIDENCE HEALTH & SERVICES — WASHINGTON, D /B /A PROVIDENCE HEALTH & SERVICES ALASKA WHEREAS, the City owns real property consisting of land, a hospital building and Seward Mountain Haven, a long -term care facility, together with other improvements thereon (collectively, "PSMCC "); and WHEREAS, Providence Health and Services, Alaska ( "Providence ") leased the hospital property and operated a hospital thereon from June 28, 1996 to April 10, 2003 pursuant to a lease and operating agreement with the City; and WHEREAS, the City and Providence eliminated the lease agreement and entered into a management and operating agreement ( "Agreement ") in April, 2003, when Providence began operating the collocated hospital and long -term care ( "LTC ") facilities on the City's behalf•, and WHEREAS, the Agreement between the City and Providence has been extended approximately every five years, with said Agreement currently set to expire on April 8, 2013; and WHEREAS, the City and Providence desire to enter into a new five -year contract whereby Providence will continue to operate PSMCC as a collocated hospital and long -term care facility; and WHEREAS, the parties, through the Agreement, desire to continue to provide safe, timely, efficient, effective, and quality healthcare services to the residents of Seward and the surrounding area, and to maintain certification of Seward Mountain Haven as a Green House - certified long -term care facility, empowering elders by restoring the choices of daily living through a transformational model of care; and WHEREAS, the City Council has previously designated $500,000 of General Fund balance for the purpose of covering shortfalls and the Agreement continues to require $500,000 be available to cover potential cash flow shortfalls; and WHEREAS, the Agreement continues to provide a cap on the combined indirect costs, allocated costs, and management fee, which is intended to approximate the cost of acquiring these services on the open market, with annual cost escalations equal to the Anchorage Consumer Price Index, and the Agreement allows for a renegotiation of the cap if the City and co- applicant CITY OF SEWARD, ALASKA RESOLUTION 2013 -022 Seward Community Health Center receive Section 300 funding as a Federally Q ualified Health Center and begin operating the clinic as a Community Health Center. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, that: Section 1. The City Council hereby authorizes the city manager to execute and deliver the Management and Operating Agreement between the City of Seward, Alaska and Providence Health & Services — Washington, dba Providence Health & Services Alaska, as presented at this meeting. Section 2. The Seward City Council hereby finds and determines that the public interest is best served by not requiring competitive bids or proposals for operation and management of the hospital and long -term care facilities in Seward, and awards a contract to Providence Health & Services Alaska based on the following findings: a) Providence has a solid reputation for providing quality healthcare in communities throughout the state of Alaska; b) Providence has demonstrated a commitment to the community of Seward as evidenced by their willingness to collocate the long -term care facility and the hospital at the City's request; c) Providence has worked hard to address challenges associated with implementing Alaska's first Green House model of long -term care, and continues to maintain Seward Mountain Haven's designation as an official Green House; d) Providence Health & Services Alaska absorbed significant legal costs and efforts on behalf of the communities of Seward and Valdez in a recent dispute of inadequate reimbursement rates established by the State of Alaska; e) Providence has supported City efforts to form a Community Health Center aimed at expanding access to more affordable primary health care in Seward; and f) Providence has provided quality healthcare services to the residents of Seward and the surrounding area, for seventeen years, as Seward's primary provider of emergency room, hospital, clinic, and long -term health care services (since 2003). Section 3. This resolution shall take effect 30 days following its adoption. PASSED AND APPROVED by the City Council of the City of Seward, Alaska, this 8 day of April, 2013. J CITY OF SEWARD, ALASKA RESOLUTION 2013 -022 fir•• THE CITY OF SEWARD, ALASKA l David Sea a , Mayo AYES: Valdatta, Bardarson, Keil, Shafer, Casagranda, Terry, Seaward NOES: None ABSENT: None ABSTAIN: None ATTEST: J a hanna Kin - • ity Clerk, CMC p � e �a«:, m . (City A Y r tria V r i Z • c � . ! ' fir. imp �ry N4 aki l:4 Council Agenda Statement yo sett. Meeting Date: April 8, 2013 SIP Through: James Hunt, City Manager From: Kristin Erchinger, Finance Director Agenda Item: Contract for Healthcare Services BACKGROUND & JUSTIFICATION Providence Health and Services, Alaska ( "Providence ") leased the Providence Seward Medical Center ( "PSMC ") property and operated a hospital thereon from June 28, 1996 to April 10, 2003 pursuant to a lease and operating agreement with the City. Under the lease arrangement, Providence was financially responsible for the operations of the hospital, meaning that any financial losses were covered by Providence. During the period Providence operated the facility under a lease arrangement, Providence lost approximately $1 million per year. Beginning in April, 2003, the nature of the City's agreement with Providence was changed from a lease and operating agreement, to a management and operating agreement. Under this new model, the City became financially responsible for the operations of the hospital. The City agreed to this model —at the urging of the State of Alaska -- only after collocating the hospital and the long -term care facility. Through collocation, the two facilities merged under a single owner (the City), and a single operator (Providence), achieving significant cost efficiencies in the areas of administration, nursing, laundry, dietary, facilities maintenance, etc. After collocation, Providence Seward Medical & Care Center ( "PSMCC ") operated in a positive cash position from 2003 until 2007. Short-term losses after 2007 were predicted in the pro forma financial projections for the collocated facility as a result of the rebasing of rates which was expected to provide lower reimbursement rates (and corresponding annual deficits), until the opening of Seward Mountain Haven. Once the new facility was opened, rates would be rebased (in 2009) and were expected to bring the facility back into a positive cash position. Unfortunately, as argued in a recent rate dispute with the State of Alaska, the rebased rates were much lower than anticipated based on the State's application of a "lower of cost or charges" regulation, which penalized PSMCC for failing to increase charges to patients early in 2009, before patients at Wesley were moved to the new Seward Mountain Haven facility. Combined with the State's refusal to allow a correction of charge data on an MR -0 -14 Form, the reimbursement reduction from the State amounted to approximately $1.5 million per year over the four -year rebased period, against the facility's bottom line. This has extended the annual financial deficits longer than was originally predicted in the financial pro forma projections, although it could be argued that no one could have foreseen the State's unreasonable position in the rate dispute, especially given that the State was a strong partner with the City and Providence, in creating collocation of the hospital and long -term care facility in the first place. The City Council's recent agreement to settle the rate dispute will recover approximately one -half of the reduction in reimbursement rates ($750,000 per year for each of the four years beginning 2011 through 2014) and, when combined with the increase in census at Seward Mountain Haven, is expected to enable the facility to regain its financial footing. Ultimately, census at the long -term care facility will be a key factor in ensuring future positive financial performance at PSMCC. The current management and operating agreement ( "Agreement ") between the City and Providence is set to expire April 8, 2013. At a City Council work session on January 14, 2013, the Council discussed whether to competitively bid out operations of the hospital and long -term care facility or whether to begin negotiations with Providence on a new contract. After considering a number of factors, including Providence's successful history of providing healthcare services in Seward, their strong advocacy on behalf of the communities of Seward and Valdez in the rate dispute with the State, their ability to overcome challenges associated with maintaining certification as an official Green House at Seward Mountain Haven - among other things - the City Council directed administration to negotiate a new contract with Providence. RESOLUTION 2013 - PAGE TWO The new Agreement reflects the following changes: 1) Housekeeping measures eliminate reference to the former Wesley long -term care facility site and operations, and reflect the completion of Seward Mountain Haven; 2) Demonstrates support for the City's efforts to pursue status as a Section 330 Federally Qualified Health Center; 3) Provides for a five -year term; 4) Addresses potential unintended consequences of Providence's centralization of services, in the event those changes adversely impact the cost or efficiency of services; 5) Inserts added flexibility for the purchase of capital items; 6) Emphasizes the need to operate Seward Mountain Haven at full capacity; 7) Increases the threshold to $50,000 (from $25,000) at which Providence must notify the City of changes to the budget; 8) Maintains the cap on combined indirect costs, allocated costs, and management fee ( "Annual Fixed Periodic Fee" or "AFPF ") and is initially set at $900,000 per year; and 9) Maintains that Providence will make its best efforts to operate Seward Mountain Haven at full capacity and to continue to maintain qualified as an official Green House Project. The amount of the Annual Fixed Periodic Fee is intended to approximate the cost of acquiring the same services on the open market, and is consistent with the amount that was in place during the last contract period. The AFPF covers costs such as employee benefits including retirement, health insurance, workers' compensation, unemployment compensation; general liability, property, medical malpractice insurance; marketing; finance, including billing and collections, accounts payable and payroll, financial reporting, audit, cost reports, etc.; electronic medical records; MIS; general administration; and any management fee. Since the AFPF is capped at less than the total costs that would otherwise be paid to Providence for these services, it could be argued that Providence receives no fee for managing PSMC. The cap will escalate January 1s` of each year beginning in 2015. The Agreement does provide for a renegotiation of the Annual Fixed Period Fee in the event the City and Seward Community Health Center obtain grant funding and start a new community health center. INTENT: The intent of this action is to authorize a five -year contract for the operation of Seward's hospital and long -term care facility. CONSISTENCY CHECKLIST: Yes No N/A Comprehensive Plan (document source here).p. 13, 27, 56 X Strategic Plan (document source here): p. 20 X Other (list): ATTORNEY REVIEW: X Yes No FISCAL NOTE: There is no major anticipated change in the financial status of PSMCC resulting from this contract, as compared to the previous contract. Finance Department: , .1.14.444.? RECOMMENDATION: Seward City Council approve Resolution 2013 - — authorizing a five -year contract with Providence Health & Services, to provide co- located hospital and long -term care services. sond MANAGEMENT AND OPERATING AGREEMENT THIS MANAGEMENT AND OPERATING AGREEMENT ( "Agreement ") is made and entered into by and between THE CITY OF SEWARD, a municipal corporation (the "City") and PROVIDENCE HEALTH & SERVICES WASHINGTON d /b /a PROVIDENCE HEALTH & SERVICES ALASKA, a Washington non - profit corporation authorized to do business in Alaska ( "Providence "). RECITALS WHEREAS, the City owns certain real property consisting of land, a hospital, and a nursing home facility, Seward Mountain Haven ( "SMH "), together with other improvements thereon, (collectively, the Providence Seward Medical and Care Center, "PSMCC "); and WHEREAS, Providence has administered hospital operations in Seward since June 28, 1996 and long -term care operations since April 28, 2002; and WHEREAS, the City desires to continue quality, affordable health care for its residents; and WHEREAS, the City desires a single delivery system for acute care and long term care services; and WHEREAS, the City desires cost effective health care services with emphasis on reducing duplication and inefficiencies in the delivery system; and WHEREAS, the City desires to engage a company with sufficient healthcare knowledge and expertise, and Providence has successfully operated the co- located hospital and Tong -term care facilities on behalf of the City since 2002; and WHEREAS, Providence owns and operates a number of health care facilities that are operated in keeping with its philosophy, mission and values. Page 1 of 31 NOW, THEREFORE, the City and Providence agree as follows: 1. Operations. (a) Agreement to Operate /Manage. The City hereby contracts with Providence to be the sole and exclusive operator and manager of PSMCC for the term of this Agreement. Providence hereby agrees to operate and manage PSMCC on behalf of the City consistent with the terms of this Agreement and all applicable laws, regulations and ordinances. Providence assumes all the rights, duties, liabilities and obligations which shall arise out of Providence's operation of the Providence Seward Medical and Care Center. Notwithstanding anything to the contrary, both parties understand and agree that any and all services provided by Providence during the term of this Agreement shall be provided solely for the benefit of the City. During the term of this Agreement and subject to the other provisions of this Agreement, 401 lirr Providence shall operate PSMCC, and may perform or arrange for the provision of the following: 1. Ensure timely deposits into the Accounts (as defined in Section 6) of all receipts and moneys arising from the operation of PSMCC, and shall make disbursements from such accounts in such amounts and at such times as the same are required; 2. Establish all prices, price schedules, rates and rate schedules for PSMCC ; 3. Negotiate, prepare and execute any such other contracts reasonably necessary or desirable in connection with the operation of PSMCC in the usual course of business; Page 2 of 31 Nbilw Z 4. Hire or retain any consultants, accountants, attorneys, or other professional personnel necessary and appropriate to assist Providence in carrying out its duties and responsibilities in accordance with this Agreement; 5. Operate PSMCC in a manner that is consistent with applicable federal, state and local anti - discrimination laws, including the provision of services to persons at PSMCC without regard to race, creed, color, national origin or financial circumstances; 6. Operate PSMCC in a manner consistent with their Medical Staff Bylaws, as applicable. The parties hereby specifically agree to allow Providence, while acting in the name of PSMCC, to enter into certain exclusive contracts for the practice of primary care physicians, anesthesiologists, radiologists, pathologists, or other hospital -based specialists for the benefit of PSMCC; 7. Provide physician credentialing services and any and all other services as reasonably required to facilitate and perform credentialing functions (as applicable) at PSMCC; 8. Employ or otherwise retain and be responsible for selecting, hiring, training, supervising, and firing all management, professional, administrative, clerical, secretarial, bookkeeping, accounting, payroll, billing and collection and other personnel that are reasonably necessary and appropriate for the operation of PSMCC; Page 3 of 31 Nei ilkir 9. Take all such actions reasonably necessary to cause PSMCC to continue as participating providers under the Medicare and Medicaid programs; 10. Prepare, execute and file any required documents with governmental or accrediting agencies, including without limitation any Medicare cost reports, provider agreements, and licensing documents; 11. Provide or arrange for the provision of all marketing and public relations services that are reasonably necessary and appropriate for the operation of PSMCC. The parties hereby agree that Providence may, during the term of this Agreement, identify PSMCC as an entity under the 4allaiir management of Providence; 12. Providence may, in its sole discretion defend, assert, settle, or otherwise dispose of any claims, litigation, judgments, or liabilities in connection with PSMCC, and will notify the City of same; 13. Provide to the City an annual operating and capital budget for PSMCC; 14. Negotiate, contract for and generally supervise the disposal of all medical waste and /or garbage refuse; Page 4 of 31 Ned 15. Conduct medical educational training programs at PSMCC, including training of interns and residents and other medical /technical personnel, in a manner consistent with applicable governmental regulations and Providence's policies; 16. Work cooperatively with the City as it applies for Federal funding to qualify as a Federally Qualified Health Center under Section 330 of the Public Health Service Act. Both parties acknowledge that this appears to be in the best interests of the City; 17. Unless otherwise specifically provided in this Agreement, Providence shall be responsible for the performance of all other acts reasonably necessary in connection with the operation of PSMCC in accordance with the approved annual budget and the terms and conditions of this Agreement. Notwithstanding anything to the contrary in this Agreement, Providence shall not have authority to bind the City or PSMCC as to the following matters or to perform any of the following on behalf of the City or PSMCC without first obtaining approval from the City: (i) any sale, lease, exchange, mortgage, pledge, or other transfer or disposition of all or substantially all the assets of any of PSMCC other than in the ordinary course of business; (ii) any fundamental change in the nature of PSMCC's businesses; (iii) any merger, consolidation or affiliation of any of PSMCC with another entity; and (iv) any material change with respect to the insurance coverage obtained or provided through Providence, unless such change is beyond Providence's reasonable control. Page 5 of 31 Sirre (b) General Control of PSMCC. Although the City has contracted day -to -day operations and management of PSMCC to Providence during the term of this Agreement, the City shall continue to own and have financial responsibility for PSMCC. The City shall also have control over the facility other than day -to -day operations. The City represents that, as of the Effective Date, it has a license as owner of PSMCC, and has listed Providence on the license as the manager to operate the PSMCC. Providence agrees that it will take all steps necessary to maintain and continue the PSMCC and licenses, permits and certifications for the term of this Agreement, and the parties agree to take all steps necessary to preserve the designation of co- location at PSMCC, as such designation is outlined in the regulations published by the State of Alaska Department of Health and Social Services. (c) Required Notifications: Providence shall notify the City in writing within twenty -four '4114'' (24) hours of the occurrence of any one or more of the following events: (1) Any loss of licensure by PSMCC; (2) At such time as Providence becomes aware of any material governmental investigation or disciplinary proceeding relating to PSMCC; (3) At such time as PSMCC becomes debarred, suspended or otherwise ineligible to participate in any federal or state health care program, including the Medicare and Medicaid programs; (4) At such time as Providence becomes aware of any act of nature or any other event which has a material adverse effect on Providence's ability to operate PSMCC. (5) At such time as Providence becomes aware of any issue which may have a material adverse financial impact on the operations of PSMCC. 2. Effective Date and Term. This Agreement shall become effective upon execution by both parties following adoption of Resolution 2013 -- (the "Resolution ") by the Seward City Slow Page 6 of 31 Council (the "Effective Date "). The term of this Agreement shall be five (5) years from the Effective Date unless sooner terminated as provided herein. Any change in the Annual Fixed Periodic Fee ( "AFPF ") above the CPI increase allowed in Section 7, is subject to approval by the Seward City Council. Providence understands that under the Charter and Code of Ordinances of the City, the Resolution may be voided by referendum. Providence agrees that if the Resolution is the subject of a referendum petition filed with the City Clerk, this Agreement shall be ineffective unless and until the Resolution is approved by the voters of the City, and Providence shall not be entitled to any damages or other relief against the City in the event the Resolution is not so approved. In such an event, on the Effective Date, the Prior Agreement shall terminate. 3. Operating Expenses. In accordance with the operating budget adopted annually, Providence will incur costs generally associated with the operation of a health care facility providing acute and long -term care services. Costs associated with the Providence Alaska Regional Office and Providence System Office are deemed to be recovered in the form of the Annual Fixed Periodic Fee as described in Section 7, and will not be billed to PSMCC in addition to the AFPF. It is the City's expectation that Providence will exercise due care as it centralizes services keeping in mind that all services are provided solely for the benefit of the City and that services must be able to disconnect from Providence without undue complication should the relationship end. Further, in the event that such centralization of services is deemed by the City to have a significant adverse impact on the operational efficiencies or cost of operations of PSMCC, the City shall have the right to request PSMCC seek alternative procurement of such affected services. In the event the City and Providence discontinue their contractual relationship, the Page 7 of 31 41 ilasr costs incurred by PSMCC in winding down and closing out its relationship with the City shall be deemed Operating Expenses. 4. Capital Expenditures. Following completion of the annual capital budget, Providence may purchase the listed items as cash flow allows. Capital items not anticipated in the budget with a cost in excess of $10,000 require approval from the City manager or designee prior to purchase. Capital items are defined as those costing $5,000 or more. All capital purchases procured in this manner will be the property of the City. In addition to capital budget items purchased from PSMCC operating funds, the City may, from time to time, provide additional funding for capital needs at PSMCC. To the extent that capital budget request ' items were identified by PSMCC on a Capital Budget Plan submitted to, and accepted by the City, PSMCC may spend City capital funds on those items in addition to any other item whose individual item cost does not exceed $10,000, without further City approval. All capital purchases procured in this manner will be the property of the City. 5. Admission Policy. Providence agrees to accept any and all bona fide emergency patients PSMCC can accommodate. Providence shall treat patients in accordance with the services and capacity available at PSMCC. Providence agrees it shall not discriminate in the admission of patients or delivery of outpatient services on the basis of race, religion, national origin or color. Providence agrees that any patient seeking treatment at PSMCC, and requiring for medical reasons transport to a larger facility, has the right to select the health provider(s) and hospital of the patient's preference. Providence agrees to honor such determinations by patients and will relate such directives to emergency transportation services. Providence acknowledges the importance to the people of Seward of having a long- term care facility within the City boundaries and operating at its fullest capacity, and agrees Page 8 of 31 that except to the extent necessary to meet patient choice, or the particular health or safety needs of a patient, and only for such time as is necessary to meet such needs, Providence will not move or cause patients to move to other facilities owned, operated or managed by Providence. The City has the right to retrospectively review reasons for all such transfers, so long as such review is in compliance with patient confidentiality laws. The "Green House" model has been chosen by the people of Seward for the new long term care facility. The "Green House" represents the latest, state -of- the -art thinking for providing long term care. It is a trade - marked concept that provides care in 'home -like settings where services are brought to the residents rather than bringing residents to the services. Providence shall use its best efforts to operate the long -term care facility at full capacity, and to operate the long -term care facility in accordance with the provisions of the Green House Project, to ensure the facility's continued qualification as an official "Green House" (see Exhibit A - The "Green House" Specifications). Providence further acknowledges the importance to the people of Seward of being able to receive care and treatment in a local hospital, rather than to be transported out of town, and agrees that except to the extent necessary to meet patient choice, or the particular health or safety needs of a patient, Providence will not move or cause patients to move to other facilities. The City has the right to retrospectively review reasons for all such transfers, so long as such review is in compliance with patient confidentiality laws. 6. Disposition of Funds, Reporting and Administration. (a) Funds originating from the operation of PSMCC and collected by Providence pursuant to this Agreement shall be received, handled, managed and disposed of as follows: (i) Providence shall deposit all funds received by it from the operation of PSMCC and all amounts advanced by the City in a jointly held bank account or Page 9 of 31 �l accounts bearing the name of PSMCC(hereinafter the "Accounts ") in a bank or trust company approved by the City and Providence. Such funds shall in no event be commingled with other City or Providence funds. Providence shall have no liability or responsibility for any loss resulting from the insolvency, malfeasance or nonfeasance of the bank or banks in which such funds are deposited. (ii) Providence has the right to make withdrawals from and use the Accounts for the purposes of operating PSMCC and performing their obligations hereunder and paying Providence's compensation herein until the expiration or termination of this Agreement, at which time Providence shall resign as co- signatory for the Accounts. (iii) Signatories and approvals as to the amounts on all checks drawn from the Accounts shall be in accordance with the policies and procedures mutually agreed to by Providence and the City. (b) Providence will perform all billing and collection activities for PSMCC accounts receivables, will process accounts payable, and will provide such other administrative, accounting and clerical services as are necessary. All revenues and cash collections including those from patients, third -party payors and other sources billed and collected by Providence, and arising out of or related to services rendered during the term of this Agreement, and all grants or portions thereof attributed to PSMCC arising out of or related to PSMCC during the term of this Agreement, shall be used first to pay debt service on Seward Mountain Haven bonds issued by the City, then to offset Operating Expenses of PSMCC incurred on or after the Effective Date. Providence shall aggressively collect all amounts billed for services provided at PSMCC. The excess, if any, of such revenues over such expenses shall accrue to the City's account, and be applied in the City's sole discretion, to pay debt service on the City's existing general Page 10 of 31 l obligation and /or revenue bonds related to the PSMCC, the costs of repairs, renewals, improvements or additions to PSMCC, or to cover past, present or future operating losses. (c) Providence shall provide the City with audited year -end financial statements for the PSMCC as a co- located entity within 120 days after the end of each year. Within 60 days after the end of the fiscal year, Providence shall prepare and deliver to the City an operational report that shall provide information on services provided, new programs and services that have been initiated, programs and services that have been terminated or relocated to other facilities, statistics on patients treated, and other information of interest to the City and the community. Upon request by the City, Providence will make a representative available to make presentations to Seward City Council and community groups concerning the annual report. The information to be shared under this paragraph shall not include protected health information covered by the Health Insurance Portability and Accountability Act of 1996 and regulations adopted thereunder ( "HIPAA "). (d) Providence shall maintain all financial, medical and hospital records, including admitting register books, schedules of room rentals, patients' insurance records, pertinent hospital personnel records and such other books and records as are necessary to the continued operation of PSMCC. Original copies of medical and hospital records shall be maintained and stored at PSMCC or at another facility acceptable to Providence. (e) Providence will use reasonable efforts to operate PSMCC consistent with the annual budget. Under the terms of this Agreement, the City shall have the right to review and approve Providence's budget. Pagel 1 of 31 , ‘Now Providence shall provide the City with monthly updates comparing PSMCC's actual financial performance to the approved budget during the course of each year to ensure that the City is fully aware of the financial performance of PSMCC on a monthly basis. The parties acknowledge that the budget is only a projection for the upcoming year, and changed circumstances may require budgetary modifications. Providence will notify the City of the following modifications to the budget: (i) any non - routine and non - budgeted expenditure (including capital expenditures) within Providence's control which exceeds $50,000, or contract in an amount great6r than $50,000 annually; (11) instigation of any litigation on behalf of PSMCC against a third party where the amount in controversy exceeds $50,000; and (iii) settlement of any litigation on behalf of PSMCC where the amount in controversy exceeds $50,000 or the proposed settlement involves payment by PSMCC of an amount in excess of % k $50,000. Providence will provide the City with monthly financial reports, including current revenues, expenses, and statements of cash flow, prepared in accordance with generally accepted accounting principles. The monthly reports shall include comparisons to budgeted amounts and prior year historical comparisons. The City shall have access to all financial information related to PSMCC. 7. Annual Fixed Periodic Fee . Until January 1, 2014, the Annual Fixed Period Fee ( "AFPF ") will continue to be computed under the provisions of the previous Agreement. For each full calendar year beginning January 1, 2014, the City shall pay Providence an Annual Fixed Periodic Fee ( "AFPF ") equal to $900,000 , payable by the City quarterly, in arrears. This fee will replace any allocated costs and /or err, Page 12 of 31 seed management fee computed under the provisions of the previous agreement, and is intended to approximate the worth of purchasing the same or similar services on the open market. Partial years shall be pro- rated. Beginning January 1, 2015 and each January 1st thereafter, the AFPF will be adjusted based on the Consumer Price Index for the second preceding twelve -month period ended December 31(Anchorage, Alaska, All Urban Consumers - Not Seasonally Adjusted, Base:1982- 1984.) (For example, January 1st 2015 will be adjusted based on the CPI for the full year ended December 31, 2013). Both parties understand and agree that the City has other financial obligations to Providence pursuant to the terms of this Agreement. The Annual Fixed Periodic Fee will be renegotiated in the event the City receives qualification as a Federally Qualified Health Center, in order to carve out costs associated with the clinic operations at PSMCC.. 8. Employment. (a) All personnel of PSMCC during the term of this Agreement shall be employees of Providence. Providence shall adopt its own employment policies and procedures. Providence agrees to select and hire an individual to serve as the Administrator of PSMCC (the "Administrator "). Regarding the selection of an Administrator, the City shall have the right to participate in the interview process, and to review the selected candidate prior to final job offer. The Administrator shall be Providence's primary representative with respect to communications to the City. All costs of Providence's employees at PSMCC are deemed to be Operating Expenses. (b) Termination of Employees. Upon the earlier of termination or expiration of this Agreement, Providence shall terminate the employment of all employees identified by Providence as primarily utilized at PSMCC under this Agreement. Page 13 of 31 (c) The City shall defend, indemnify, and hold Providence harmless from, all other claims or liability for employee benefits earned or employee claims made relating to employment with Wesley prior to April 28, 2002. 9. Medicare and Medicaid Reimbursement. From and after the Effective Date, Providence shall maintain Medicare and Medicaid certification and shall prepare all Medicare /Medicaid cost reports in a timely manner and shall provide all draft cost reports to the City for review and comment no less than 30 days prior to the date of submission, understanding that Providence may not be able to include the "Home Office" cost report at that time. Alternatively, the parties may agree to have the City hire an independent consultant to prepare the cost report. All expenses incurred within this Section are considered Operating Expenses and shall be paid as costs from Providence. The Slow City may, as Operating Expenses, have the cost reports prepared and /or analyzed by a financial consultant. 10. Equipment. (a) Providence shall maintain all equipment at PSMCC, regardless of ownership. The City will establish a separate account based on capital budget funds approved by the City Council, to be used for PSMCC capital purchases that will require only approval of both the City and the facility administrator to access as a way to streamline the capital purchasing process. (b) The City will retain title to all PSMCC equipment owned by the City. Providence may purchase replacement or additional equipment to be used in the maintenance or Page 14 of 31 improvement of Providence's operations of PSMCC. Such additional equipment shall be the City's property, and shall be tagged and recorded in the financial records, as such. 11. Working Capital and Cash Flow (a) Providence will pay Operating Expenses as they become due, using funds from the Accounts and provide the City with information satisfactory to the City supporting such transfer of funds from City to Providence. Providence will assure that all Operating Expenses are paid consistent with the various terms and conditions of vendors, as well as the operating budget and applicable regulations governing employee pay practices. In the event insufficient funds are available to pay Operating Expenses, Providence will notify the City verbally and in writing via Email. Providence will then have the sole discretion to require payment as described in Subsection 11 (b) or Subsection 11 (c). In the event the City fails to transfer funds adequate to support Operating Expenses in accordance with Section 11(b) or 11(c), and such failure is not cured within 60 days of the original notice, Providence may terminate this Agreement by providing the City with 30 days' advance written notice of such termination. (b) The City shall place a minimum of $500,000 of Emergency Funds into the City of Seward General Fund account reserved for healthcare operation and capital shortfalls. Such funds may be used for capital or operating shortfalls only and require the prior written approval of the City Manager or designee. In the event that shortfalls are expected to be in excess of $500,000, Providence will notify the City and within sixty (60) days of receiving such notice, the City will transfer sufficient funds to PSMCC to cover the shortfall. (c) To the extent that the Accounts do not have sufficient cash available to reimburse Providence for costs, Providence may, at its sole discretion, charge interest for the cumulative unpaid portion of the monthly amount due to Providence Alaska Medical Center. Page 15 of 31 Noid CA Interest will be calculated monthly at the Prime Rate + 1% on the average outstanding balance for the month, where the Prime Rate is defined in the Wall Street Journal Financial Section. Principal plus unpaid interest must be fully paid by December 31, provided however, that this date may be extended by Providence only upon its written consent. In the event the City fails to make such required payments, the City agrees to pay on demand, all costs of collection, including reasonable legal expenses and attorneys fees, incurred in enforcing this repayment. 12. Supplies. Providence shall, as part of its Operating Expenses, supply and maintain all expendable supplies as may be required in Providence's discretion for the proper operation of the PSMCC. Upon termination of this Agreement, Providence will leave behind all of the supplies in inventory as well as floor stock items maintained at the Property. 13. Condition on Surrender. Upon termination or expiration of this Agreement, Providence shall surrender the Property to the City in substantially the same condition as exists on /4 Ir the Effective Date, except for reasonable wear and tear, construction and demolition required or permitted under the terms of this Agreement, and damage by fire and other risks covered by the insurance policy in Section 15. 14. Alterations. Providence shall have the right to make alterations, additions, improvements and renovations to PSMCC as Operating Expenses, provided: (a) Providence shall notify the City with respect to any such work requiring any substantial expenditure; (b) such work shall not adversely affect the structural integrity of PSMCC or diminish the value thereof; (c) any such work shall be performed in a good and workmanlike manner and in conformance with all applicable building, fire and health regulations; and (d) the City shall have approved in writing all such work exceeding $50,000, in advance, in the City's sole discretion. 15. Insurance. Page 16 of 31 �1 (a) Providence shall either obtain or continue, occurrence - based, professional (including medical malpractice) and general liability insurance relating to PSMCC as Providence, in its sole opinion, deems necessary and sufficient, and maintain such liability insurance coverage for PSMCC during the term of this Agreement. Such insurance shall provide coverage for personal injuries, death or property damage to PSMCC in an amount of at least $5 million per occurrence and $10 million annual aggregate; provided, however that Providence's reasonable allocated cost for providing or continuing such insurance on the City's behalf shall be deemed an Operating Expense. In addition, Providence shall maintain insurance, in reasonable amounts, subject to reasonable terms, provisions and customary exclusions, for professional liability and workers' compensation for all Providence employees who provide services at PSMCC pursuant to this Agreement. Providence shall also maintain automobile, crime, directors and officers, property earthquake and fiduciary insurance coverage (as requested by the City) relating to PSMCC and maintain such insurance coverage for PSMCC during the term of this Agreement. Any insurance obtained or provided by Providence under this Section may be provided by insurance or alternative risk programs which may include self - insurance programs, provided such alternative risk or self- insurance programs are fully funded (confidence level of 80% or higher) for any reasonably projected liabilities, and contain customary and reasonable deductible and coinsurance amounts. The City hereby acknowledges that Providence has informed it of Providence's insurance's deductible /co- insurance amounts, as evidenced by Exhibit "G ". The Operating Expenses will include the payment of such deductible /coinsurance amounts. All costs incurred by Providence under the terms of this Section 15(a) shall be deemed Operating Expenses and paid by City to Providence pursuant to the terms of this Agreement. The Operating Costs shall include the payment of such Page 17 of 31 Sow deductibles /co- insurance in the event of any loss or casualty covered under the insurance provided by Providence hereunder. (b) The City hereby acknowledges and agrees that upon the earlier of termination or expiration of this Agreement, Providence shall no longer provide nor arrange for the provision of any insurance of any kind whatsoever to PSMCC. (c) The minimum amounts and types of insurance required under this section shall be subject to revision in accordance with standard insurance practices, in order to provide continuously throughout the Term, a level of protection consonant with good business practice and accepted standards in the industry. Such factors as increases in the cost of living shall be utilized in assessing whether the minimum insurance requirements should be increased. The City Saw shall notify Providence of any required changes in insurance coverage. All insurance policies shall include a waiver of subrogation and shall provide for 30 days' notice to the City of cancellation and /or material change in policy terms. All such policies shall be written either by insurance companies legally authorized to do business in the State of Alaska and acceptable to the City, or by self- insurance under the same terms as the policies for healthcare centers or clinics owned or operated by Providence, and acceptable to the City. The City shall be named as an additional insured party on each such policy of insurance, and certificates thereof shall be furnished to the City. Nothing herein shall be construed as a representation by the City as to the sufficiency of any insurance coverage for any purpose. 16. No Assumption of Liability: Indemnification. Sore Page 18 of 31 (a) During the term of this Agreement, Providence shall not assume or be liable for any claim, liability, or obligation of PSMCC, whether known or unknown, fixed or contingent, accrued or unaccrued, arising from Providence's operation of PSMCC pursuant to this Agreement, except where such claim, liability or obligation arises from Providence's negligence or material breach of this Agreement. (b) During the term of this Agreement, the City shall not assume or be liable for any claim, liability or obligation arising from its responsibilities and duties under the terms of this Agreement, whether known or unknown, fixed or contingent, accrued or unaccrued pursuant to this Agreement, except where such claim, liability or obligation arises from the City's negligence or material breach of this Agreement. (c) The parties will defend, indemnify and hold each other harmless from any loss, claim or damage arising from the negligent acts and omissions of their respective employees, officers and agents, including negligence connected with performing their obligations under this Agreement. In the event that loss or damage results from the conduct of more than one party, each party agrees to be responsible for its own proportionate share of the claimant's total damages under the laws of the state of Alaska. (d) The obligations under this Section 16 shall survive any termination or expiration of this Agreement and shall continue until the expiration of the applicable statute of limitations (with extensions) relating to the causes of action at issue. Page 19 of 31 o0 (e) Providence shall have no obligation for, and the City shall indemnify and hold Providence harmless from and against, any and all liability with respect to any claims resulting from the negligence of the City or its agents or employees, or any claims arising out of acts or omissions which occurred prior to (a) April 28, 2002 with regard to the previous Wesley facility long term care site or (b) 1996 with regard to the hospital site. 17. Assignment. This Agreement may not be assigned by Providence except in whole to an affiliate of Providence, as "affiliate" is defined in AS 10.06.990(2). Each and every provision of this Agreement shall inure to the benefit of and shall be binding upon the successors in interest of Providence and the City. 18. Early Termination. Either party shall have the option in its sole discretion, to terminate this Agreement upon twelve (12) months written notice to the other party. 19. Religious and Ethical Directives; Termination. Providence shall not be obligated to provide any services at PSMCC that are in conflict with the Providence Health System Mission and Core Values and the Roman Catholic moral tradition as articulated in such documents as The Ethical and Religious Directives for Catholic Health Care Facilities, as amended from time to time. Providence shall at all times have the right, power and duty to operate PSMCC in accordance with, and to make decisions that in Providence's reasonable discretion are necessary or desirable to comply with such Directives. If at any time during the term, as a result of changes to Alaska law or regulations, Providence shall be required to operate PSMCC in a manner that is not consistent with such Directives, then at its option, Providence may terminate this Agreement upon 60 days advance written notice. Swipe Page 20 of 31 • 20. Termination for Cause. (a) Either party may terminate this Agreement in the event of breach of this Agreement by the other party where such breach is not cured within thirty (30) calendar days after the non - breaching party gives written notice of the breach to the breaching party. (b) This Agreement shall automatically terminate in the event either party files a petition in voluntary bankruptcy, makes an assignment for the benefit of creditors, or takes any other action voluntarily or involuntarily under any state or federal statute for the protection of its debtors. (c) Either party may immediately terminate this Agreement in the event the other party attempts to limit or otherwise avoid its obligations set forth in Section 16 of this Agreement. (d) The dissolution or liquidation of Providence, other than as the result of merger or consolidation under conditions permitting continued full compliance with the terms of this Agreement, shall be cause for termination by the City. (e) The cessation by Providence of use of the Property for the purposes contemplated hereby for a period of thirty (30) consecutive days, except for periods when the same may be untenantable shall be cause for termination by the City, and no Annual Fixed Periodic Fee shall be owed following such cessation of use. Page 21 of 31 21. Winding Up. This Section 21 shall survive termination or expiration of this Agreement. Upon the termination or expiration of this Agreement, the following procedure shall be followed after the effective date of expiration or termination ( "termination date"): (a) Providence shall work cooperatively with the City to facilitate a smooth transition of the operation /management of PSMCC. (b) The City shall retain as its property any equipment on the Property as of the expiration or termination of the Term to the extent that such equipment was acquired with the PSMCC or City funds. The City may purchase, free and clear of any encumbrances, any equipment owned by Providence at its then net book value. Notice of the City's exercise of this option shall be effected by notice given at any time before the expiration date. Slaw shall remove from the Property at its expense, any or all equipment that the City has not elected to retain under this paragraph. (c) Providence shall give the City, or such other person identified by the City, all records required for continued operations of PSMCC. (d) All licenses and permits incident to operation of the PSMCC will be transferred to an operator identified by the City, including, but not limited to transfer of permits for and inventories of alcohol, narcotics and dangerous drugs. Providence will file a final cost report within 45 days after termination. Page 22 of 31 Nimid (e) Upon termination, all accrued revenues and expenses related to the ordinary course of business shall be the City's. Such expenses shall include any fees owed to Providence under this Agreement, including an amount equal to the final bi- weekly payroll costs. 22. Notices. Any notice permitted or required hereunder shall be in writing and shall be deemed given on the date delivered in person, sent by electronic mail or fax, or deposited in the United States certified or registered mail, postage prepaid, and addressed as follows: To the City: City of Seward P.O. Box 167 410 Adams Street Seward, Alaska 99664 -0167 ATTN: City Manager Phone: 907.224.4047 Fax No.: 907.224.4038 Email: citvmar @citvofseward.net To Providence: Providence Health and Services - Washington d.b.a. Providence Health and Services - Alaska 3200 Providence Drive P.O. Box 196604 Anchorage, Alaska 99519 -6604 ATTN: Chief Executive, Alaska Service Area Fax No.:907 -261 -3041 Email: susan. humphrey- barnett @providence.org Such addresses may be changed by either party by ten (10) days' prior written notice to the other party. 23. Authority. Each individual executing this Agreement on behalf of Providence or the City represents and warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of such party, that all actions by such organization have been taken to authorize execution, delivery and performance of this Agreement, and that this Agreement is binding upon such party. The individuals signing on behalf of Providence further warrant and Page 23 of 31 OLk represent that they are authorized to act on behalf of Providence in all matters relating to this Agreement. 24. Representations and Warranties of Providence. As of the Effective Date, Providence hereby represents and warrants as follows: (a) Providence is a Washington non - profit corporation in good standing under the laws of the State of Washington and authorized to do business in Alaska. (b) Providence has full corporate power and authority to carry on its business as now conducted and to enter into this Agreement. The execution and delivery of this Agreement has been authorized by proper corporate action, and this Agreement constitutes a valid and legally binding obligation of Providence. .►• (c) Except as may have already been obtained, no consent or approval of any trustee or holder of any indebtedness or obligation of Providence, and no consent, approval, permission, authorization, order, or license of any governmental authority, is required to be obtained by Providence for the execution and delivery of this Agreement or any other instrument or agreement required of Providence under this Agreement. (d) Providence is not subject to any charter, bylaw, or contractual limitation or provision of any nature whatsoever which in any way limits, restricts, or prevents Providence from entering into this Agreement or from performing any of its obligations hereunder. (e) Neither the execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the provisions Skew Page 24 of 31 \ OS hereto, materially conflicts with, violates, or breaches any charter, bylaw, or stock provision of Providence, any of the material terms, conditions, or provisions of any indenture, instrument, or agreement to which Providence is a party or by which Providence is bound, any statute, rule or regulation, or any judgment, decree, or order of any court or agency binding on Providence, or constitutes a default under any of the foregoing which has not been waived or consented to in writing by the appropriate party or parties, or results in the creation or imposition of any lien, charge, security interest, or encumbrance of any nature whatsoever upon any of the property or assets of Providence not permitted under the terms of any restriction, agreement, instrument, statute, governmental rule or regulation, court order, judgement, or decree. (f) To the knowledge of Providence, there is no action, suit, proceeding, inquiry, or investigation by or before any court, governmental agency, or public board or body pending or threatened against Providence which (i) affects or seeks to prohibit, restrain, or enjoin the execution and delivery of this Agreement, (ii) affects or questions the validity or enforceability of this Agreement, or (iii) questions the power or authority of Providence to carry out the transactions contemplated by, or to perform its obligations under, this Agreement. (g) When duly executed, this Agreement will be enforceable against Providence according to its terms, except as may be limited by bankruptcy, insolvency, reorganization, or other laws affecting creditors' rights generally as amended from time to time. (h) Any certificate signed by an officer of Providence duly authorized to execute such certificate and delivered pursuant to this Agreement shall be deemed to be a representation and warranty by Providence as to the statements made therein. Page 25 of 31 Op (i) The execution, delivery, or performance of this Agreement or consummation of the transactions contemplated by this Agreement or compliance by Providence with any of the provisions of this Agreement will not violate any statute (including Alaska's Certificate of Need laws), rule, regulation, ordinance, code, order, judgment, ruling, writ, injunction, decree, or award. 25. Representations and Warranties of the City. The City hereby represents and warrants that neither the execution, delivery or performance of this Agreement nor the consummation of the transactions contemplated by this Agreement, nor compliance by the City with any of the provisions of this Agreement, will: (a) violate or conflict with any provision of Seward's City Charter or the Seward City Code; (b) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice and /or lapse of time, would constitute a default) under, terminate, accelerate the performance required by, or result in a right of termination or acceleration under any of the terms, conditions or provisions of any material contract, plan, indebtedness, note, bond, indenture, security or pledge agreement, commitment, license, lease, franchise, permit, agreement, or other instrument or obligation (i) to which the City is a party or (ii) by which the assets relating to PSMCC are bound; or (c) violate any statute (including Alaska's Certificate of Need laws), rule, regulation, ordinance, code, order, judgment, ruling, writ, injunction, decree or award. 26. Parties in Interest. Nothing in this Agreement expressed or implied is intended or shall be construed to confer upon any person, other than the parties hereto, any right, remedy Page 26 of 31 l �� or claim, legal or equitable, under or by reason of this Agreement, this Agreement being intended to be and being for the sole and exclusive benefit of the parties hereto. 27. Confidential Information Providence shall comply with all laws, regulations, directives or requirements in any form related to operating and managing hospitals and long- term care facilities, including, but not limited to the Health Insurance Portability and Accountability Act of 1996 ( "HIPAA "), and regulations adopted under HIPAA. The City shall not have access to Protected Health Information as defined by HIPAA. City has read 45 C.F.R. 164.504(e), understands Providence's position is that 45 C.F.R. 164.504(e) applies to this Agreement, and that Providence therefore has the following obligations: Providence agrees to hold all individually identifiable patient health information ( "Protected Health Information ") that may be shared, transferred, transmitted, or otherwise obtained pursuant to this Agreement strictly confidential, and provide all reasonable protections to prevent the unauthorized use or disclosure of such information, including, but not limited to the protection afforded by applicable federal, state and local laws and /or regulations regarding the security and the confidentiality of patient health care information. Providence further agrees to make every reasonable effort to comply with any regulations, standards, or rules promulgated pursuant to the authority of the HIPAA, including those provisions listed below, as soon as possible. Providence may use and disclose Protected Health Information when necessary for Providence's proper management and administration (if such use or disclosure is necessary), or to carry out Providence's specific legal responsibilities pursuant to this Agreement. Specifically, Providence agrees as follows: (1) to maintain safeguards as necessary to ensure that the Protected Health Information is not used or disclosed except as provided herein; (2) to mitigate, if possible, any harmful effect known to Providence of a use or disclosure of Protected Page 27 of 31 k, Health Information by Providence; (3) to ensure that any subcontractors or agents to whom it provides Protected Health Information will agree to the same restrictions and conditions that apply with respect to such information; (4) to make available respective internal practices, books and records relating to the use and disclosure of Protected Health Information to the Department of Health and Human Services or its agents; (5) to incorporate any amendments or corrections to Protected Health Information when notified that the information is inaccurate or incomplete; (6) to return or destroy all Protected Health Information that Providence still maintains in any form and not to retain any such Protected Health Information in any form upon termination or expiration of this Agreement, if feasible or, if not feasible, Providence agrees to limit any uses of Protected Health Information after this Agreement's termination or expiration to those specific uses or disclosures that make it necessary for Providence to retain the information; (7) to ensure applicable policies are in place for providing access to Protected Health Ilk or Information to the subject of that information; (8) if requested by the City, report to City any use or disclosure of Protected Health Information which is not provided for in the Agreement; and (9) to make Protected Health Information and an accounting of disclosures available to the individual who is the subject of the information or to City, to the extent required by HIPAA. Breach of this section shall be considered material. 28. Access to Books and Records Pursuant to 42 U.S.C. Section 13995x(v) (1), until the expiration of four (4) years after the furnishing of services under this Agreement, Providence shall make available and provide copies to the City, upon written request by the Comptroller of the United States Department of Health and Human Services, or upon request by the Comptroller General of the United States General Accounting Office, or any of their duly authorized representatives, a copy of this Agreement and such books, documents and records Page 28 of 31 :Ib� Nil lid as are necessary to certify the nature and extent of the services furnished by Providence under this Agreement. If Providence carries out any of its duties under this Agreement through a subcontract, with a value or cost of ten thousand dollars ($10,000) or more over a twelve (12) month period, with a related organization of Providence, such subcontract shall contain a clause to the effect that until the expiration of four (4) years after the furnishing of such services pursuant to such subcontract, the related organization shall make available and provide copies to the City, upon written request by the Secretary of the United States Department of Health and Human Services or upon request by the Comptroller General of the United States General Accounting Office, or any of their duly authorized representatives, a copy of such subcontract and such books, documents and records as are necessary to verify the nature and extent of such costs. 29. Miscellaneous. (a) This Agreement constitutes the entire agreement between the parties with respect to the Property and operation of PSMCC. Any prior representations and agreements are of no effect except to the extent provisions of the Prior Agreement survive termination by its terms. No subsequent alteration, amendment, change or addition to this Agreement shall be binding upon the City or Providence unless reduced to writing and executed by the parties. (b) This Agreement shall be governed by and construed in accordance with the laws of the State of Alaska, and venue for all disputes shall be in Anchorage, Alaska. (c) If any term, covenant or condition of this Agreement, or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder Page 29 of 31 4 illirr of this Agreement, or the application of such term, covenant or condition to other persons and circumstances shall be valid and enforceable to the fullest extent permitted by law. (d) The terms, covenants and conditions hereof shall be binding upon and shall insure to the benefit of the parties hereto and their respective legal representatives, successors and assigns. (e) One City resident will be eligible to participate as a voting member on the Providence Alaska Region Community Ministry Board which will vote on the operations of PSMCC. (f) Nothing in this Agreement expressed or implied is intended or shall be construed Illor► to confer upon any person, firm, or corporation, other than the parties hereto, any right, remedy or claim, legal or equitable, under or by reason of this Agreement, this Agreement being intended to be and being for the sole and exclusive benefit of the parties hereto. (g) Nothing in this Agreement, and no performance of either party hereunder shall cause the relationship of the parties to be that of principal and agent, partners, or joint venturers, or cause the parties to be associated in any manner other than as independent contractors. (h) The parties to this Agreement will perform their obligations hereunder consistent with applicable federal, state and local laws. Page 30 of 31 I 1 l IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the dates set forth below. SIGNATURES: PROVIDENCE HEALTH & SERVICES WASHINGTON d /b /a Providence Health & Services Alaska By: Its: Date: CITY OF SEWARD By: City Manager Date: ATTEST: Johanna Kinney, CMC City Clerk (City seal) Page 31 of 31