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HomeMy WebLinkAboutbocc.res.007.2019 CONTRACT # 0'6- l%r ? & t RESOLUTION OF THE BOARD OF COUNTY ( 4-4-4-<<t L a COMMISSIONERS ("BOCC")OF PITKIN COUNTY, COLORADO, REPEALING RESOLUTION NO. 039-2018 AND APPROVING AN AMENDED INTERORGANIZATIONAL AGREEMENT BETWEEN THE BOARD OF COUNTY COMMISSIONERS ("BOCC")OF PITKIN COUNTY,ASPEN VALLEY HOSPITAL DISTRICT ("AYH"), MOUNTAIN FAMILY HEALTH CENTERS ("MFHC") AND EAGLE COUNTY ("EAGLE") RESOLUTION NO. 00') -2019 RECITALS: I. Pursuant to Title 29, Article 4 pan 2, Colorado Revised Statutes, as amended (the "Intergovernmental Relations Statutes") and Article XIV, Section 18 of the Colorado Constitution, governments may contract with one another to provide any function, service or facility lawfully authorized to each of the contracting units and any such contract may provide for the joint exercise of the function, service or facility, including the establishment of a separate legal entity to do so. 2 Pursuant to Section 2.8 3 (Actions) of the Pitkin County Home Rule Charter ("HRC") official action by formal resolution shall be required for all actions of the Board not requiring ordinance power on matters of significant importance affecting citizens. 3 Pursuant to Resolution No. 039-2018, the BOCC entered into an Organizational Agreement dated June 13, 2018. This agreement was between Pitkin County ("PITKIN"), Aspen Valley Hospital District ("AVH") and Mountain Family Health Centers ("MFHC") for the purposes of supporting the Mountain Family Integrated Health Care Basalt Clinic and: 4. Due to the fact that MFHC will require additional ongoing operating subsidies to cover the gap between revenues provided through Medicaid, Medicare, grants and donations and the actual operating costs of providing high-quality integrated primary, behavioral and dental healthcare facility in Basalt, the parties have agreed to enter into a revised four-way agreement to include Eagle County and; 5. PITKIN, AVH, MFHC and EAGLE wish to enter into an lnterorganizational Agreement for the purposes of supporting the Mountain Family Integrated Health Care Basalt Clinic and. 6. PITKIN, AVH MFHC and EAGLE aye organizations authorized to enter into agreements pursuant to C.R.S. § 294-203 for purposes including the provision of any function, service, or facility law fully authorized to each: and • 7. The BOCC finds that h is in the best interests of the citizens of PITKIN, AVH, MFHC and EAGLE to enter into this agreement in order to ensure the health and - -- _. • — welfare of the citizens of Pitkin County and Western Eagle County. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Pitkin County, Colorado that it hereby: 1. Adopts a Resolution of the Board of County Commissioners of Pitkin County, Colorado Repealing Resolution No. 039-2018 Approving an Interorganizational Agreement with Aspen Valley Hospital and Mountain Family Health Centers and; 2. Approves a revised Interorganizational Agreement between the Board of County Commissioners of Pitkin County, Aspen Valley Hospital, Mountain Family Health Centers and Eagle County in substantially the same form satisfactory to the County Attorney,and authorizes the Chair or its designee, to sign the resolution and the agreement on behalf of the County INTRODUCED AND FIRST READ ON THE. I C4- DAY OF cc"- 2019 AND(SETFOR SECOND READING AND PUBLIC HEARING ON THN_9-3 DAY OF %7Yttvo-vvy- 2019. NOTICE OF PUBLIC HEARING AND TITLE AND SHORT SUMMARY Of T1iE RES LITTON PUBLISHED IN THE ASPEN TIMES WEEKLY ON THE 1 DAY OF , 2019. NOTICE OF PUBLIC HEARING AND '[HE FULL TEXT OF THE RESOLUTION POSTED ON THE OFFICIAL, PITKW COUNTY WEBSITE I www.pttkincounlv.cow 1 ON TILE_giDAY OF t.it ) ✓ 2019. u :1DOP'fED :IFI ER FINAL READING AND PUBLIC HEARING ON THE_72 we' DAY OF_c7rfly e,y 2019. PUBLISHED BY TITLE AND SHORT SUMMARY, VEER ADOPTION, IN THE ASPEN TIMES WEEKLY ON THE 3(4-t DAY OF • '-✓cw_ , 2019. POSTED BY 111 LE AND SHORT SUMMARY ON THE OFFICI L PH KIN COUNTY WEBSITE I www.nukineounty.com I ON THE 11.111/AY OF_ - __ _ 2019. ATTEST: BOARD OF COUNTY COMMISSIONERS 1 • Iia- qv, Jeai tie Jones Greg Poschman, Chair Depruy County Clerk Dale' 02 -c t3 )o1 9 APPROVED AS '1'4.EO12.M_ MANAGER APPROVAL • G —- In-fin Ely, County AU .y Jon Peacock, County Manager • 3 CONTRACT INTERORGANIZATIONAL AGREEMENT YDS !`l-fX'f� For Ongoing Integrated Health Care for Low-Income Populations in Pitkin County and Western Eagle County through Support of Mountain Family Health Centers Basalt Clinic THIS INTE.RORGANIZATIONAL AGREEMENT (the "Agreement") is made this day of ..epi vol, u�- ',fp(y Nit- by and between the Board of County Commissioners of Pitkin County, Colorado, whose address is 530 E. Main Street, Suite 302, Aspen, Colorado 8161E the Board of County Commissioners of Eagle County, Colorado whose address is 500 Broadway Street#3, Eagle, CO 81621; Aspen Valley Hospital District ("AVH")whose address is 0401 Castle Creek Road, Aspen CO 81611;and Mountain Family Health Centers ("Mountain Family Health Center"), whose address is 2700 Gilstrap Court, Suite 100,Glenwood Springs, CO, 81601 RECITALS This Agreement is entered into pursuant to,biter aha, C.R.S §§ 29-1-201,et seq., and Article XIV, Section 18 of the Colorado Constitution. WHEREAS, Mountain Family Health Centers is a Federally Qualified Health Center dedicated to providing high-quality integrated primary medical, behavioral and dental health care for the medically underserved, regardless of ability to pay; and WHEREAS, in Pitkin County and Southwestern Eagle County, there are currently 4,700 individuals livng below 200(7r of the Federal Poverty Level (defined as at or below S24,280 annual income for a single individual and at or below $50,200 for a family of four). Mountain Family Health currently serves 2,200 low-income and Medicaid patients annually in Pitkin and Southwest Eagle County, and estimates that as of this agreement there are another 2,500 low-income and Medicaid patients unable to he served in Pitkin and/or Southwestern Eagle County due to lack of exam rooms, facilities and affordable care options. and WHEREAS, Aspen Valley Hospital District is committed to the overall health and wellbeing of the hospital district's population, regardless of ability to pay, and recognizes that one of the most effective ways to accomplish this goal is to ensure consistent access to quality integrated primary medical, behavioral and dental care; and WHEREAS, Pitkin County is committed to the health, safety and wellbeing of its residents and has a history of partnering with Aspen Valley Hospital District through the Healthy Community Fund to provide operating cash subsidies for Mountain Family Health Centers; and WHEREAS, Pitkin County has entered into a long-term lease with Mountain Family Health Centers for up to 9,000 sq./ft of space at 123 Emma Road in Basalt. Colorado for primary care, behavioral health and dental operatories, and WHEREAS Aspen Valley Hospital District, Pitkin County, and Eagle County recognize that Mountain Family Health will require additional ongoing operating subsidies to cover the gap between revenues provided through Medicaid, Medicare, grants and donations and the actual operating costs of pros iding high- quality integrated primary, behae ioral and dental health care for the underserved in the Roaring Fork Valley. regardless of ability to pay, and WHEREAS Mountain Family Health expects that the operating subsidies it requires to operate the Basalt Clinic will decrease as a result of increased efficiencies associated with the larger space and the ability to provide services to more patients, however all parties also recognize that subsidies may increase if a greater proportion of Mountain Family Health patients are uninsured, and WHEREAS, Mountain Family Health Centers, Aspen Valley Hospital District Pitkin County, and Eagle County desire to enter into a four-way partnership to ensure Mountain Family Health's ability to provide high-quality integrated primary medical, behavioral and dental health services to all underserved residents of Pitkin County and Western Eagle County, regardless of ability to pay. NOW,THEREFORE,for and in consideration of the mutual promises and agreements of the parties and other good and valuable consideration,the adequacy and sufficiency of which is hereby acknowledged, the parties agree as follows AGREEMENT 1. Operational Funding: Pitkin County, Eagle County and Aspen Valley Hospital District agree to provide financial support of the Basalt clinic as necessary to avoid Mountain Family Health Centers from sustaining an operational loss as a direct consequence of operating the Basalt clinic This shall he accomplished in the following manner: a MFHC will develop and submit to Pitkin County, Eagle County and Aspen Valley Hospital District a pro-forma no later than November I"for the following calendar fiscal year of operation. h. The pro-forma shall he in a form acceptable to Pitkin County, Eagle County and Aspen Valley Hospital District, and shall estimate the actual operating loss at the year-end,taking into account only those costs that are directly attributable to operation of the Basalt clinic and that would be eliminated in the event the Basalt Clinic no longer exists. c. In addition, the pro-forma shall reflect the income associated with any grant from public, private or non-profit sources for the purpose of funding the Mountain Family Health Center clinic in Basalt. d. Pitkin County, Eagle County and Aspen Valley Hospital District shall approve the operating loss to he funded under the pro-forma prior to commencement of the calendar fiscal year. e. Mountain Family Health shall meet with Aspen Valley Hospital District, Pitkin County, and Eagle County quarterly to review the pro-forma compared to actual results and the quarterly operating losses eligible for reimbursement by Pitkin County and Aspen Valley Hospital District as outlined in paragraphs f and g below. Operating gains, if any, will be carried forward into the next quarter During these quarterly meetings, metrics build into the Mountain Family Contract shall be reviewed by Piktin County, Eagle County and Aspen Valley Hospital Quarterly meetings will also be used to identify early any issues which might result in the termination of this agreement. f. Eagle County's contribution will be determined by multiplying the demonstrated operating loss for the quarter by the percentage of Eagle County residents served in the Basalt Clinic the previous calendar year Eagle County will remit a check to Mountain Family Health Centers within thirty(30)days of receipt of the operating results(per the meetings described in paragraph"e"above),provided Eagle County agrees with the calculations. Should a Corrective Action Plan he required per paragraph "j" below, payment will be made within 30 days of the receipt of the Corrective Action Plan. g. Pitkin County will remit a check for 40% of the demonstrated operating loss for the quarter, minus contributions from Eagle County within thirty (30)days of receipt of the operating results (per the meetings described in paragraph "e" above), provided Pitkin County agrees with the calculations. Should a Corrective Action Plan be required per paragraph "P" below, payment will he made within 30 days of the receipt of the Corrective Action Plan. h. Aspen Valley Hospital District will remit a check for 60% of the demonstrated operating loss for the quarter, minus contributions from Eagle County within thirty(30)days of receipt of the operating results(per the meetings described in paragraph "e" above), provided Aspen Valley Hospital District agrees with the calculations. Should a Corrective Action Plan be required per paragraph "j" below, payment will he made within 30 days of the receipt of the Corrective Action Plan. i. In the event that annual operating losses are less than the pro-forma estimate, MFHC will he eligible for an incentive bonus equal to 25% of the difference. Pitkin County, Eagle County and Aspen Valley Hospital District will be responsible for paying the incentive bonus in an amount equal to the total percentage of operating loss paid for the year the incentive bonus was earned. The incentive bonus will be paid within 30 days of the conclusion of the calendar fiscal year in which the incentive bonus was earned. j. Should the operating losses for the Basalt Clinic exceed the pro-forma estimate by greater than 25% in any quarter, Mountain Family Health Centers will be required to submit a Corrective Action Plan (CAP) to Pitkin County, Eagle County and Aspen Valley Hospital District within 30 days The CAP will include corrective measures being undertaken,as well as a reforecast of the remainder of the operating yeas,and will require the approval of Pitkin County, Eagle County and the Aspen Valley Hospital District. 2 Basalt Clinic Operating Expectations: In consideration of funding support from Pitkin County, Eagle County and Aspen Valley Hospital District under this agreement, Mountain Family Health Centers shall operate the satellite clinic of the MFHC in Basalt a minimum of 5 days per week (holidays excepted), consistent with MFHC policies and procedures and in accordance with any requirements of MFHC's licensure, accreditation or standards of care Said clinic shall: a. Provide professional staffing consisting of a properly qualified and licensed medical, dental, and behavioral health professionals. b. Provide services to patients regardless of their ability to pay or payer source consistent with the requirement of a Federally Qualified Health Center. c. Provide for administrative needs as necessary to register patients,provide clinical support, provide transcription services or maintain medical records on any patients of MFHC. d. Reporting Beginning in 2019 Mountain Family Health Centers agrees to report in writing to Aspen Valley Hospital District, Pitkin County and Eagle County the following information on a quarterly basis for the calendar year: i. Total unduplicated patients seived at MFHC Basalt's location, including total medical, dental, and behavioral health patients and visits ii Of those patients served, the percentage of patients residing in Pitkin and Eagle Counties (respectively). iii. The payer mix of the patients served at the MFHC Basalt location. iv. Financial statements for MFHC Basalt showing total revenue, appropriated and incurred expenses, appropriation methodologies, and operating profit/loss. v. The population health outcomes, as defined by the federal Uniform Data System (UDS), for the patients served at the MFHC Basalt location. vi. MFHC Basalt's status as a Patient Centered Medical Home (PCMH) as defined by the National Committee on Quality Assurance (NCQA) or another national PCMH accrediting body. vii. Patient satisfaction results at MFHC Basalt, as defined by the Agency for Healthcare Research and Quality (AHRQ) or another national patient satisfaction organization. viii Any additional documents as required by the Healthy Community Fund grant obligations or requests for clarification regarding appropriation and incurrence of revenues and expenses. 3. The term of this agreement shall he effective December 19, 2018, and shall renew annually unless terminated by any of the parties. a Should Mountain Faintly Health Centers not meet its reporting requirement as outlined in paragraphs '2e" and "3d" above, Pitkin County, Eagle County or Aspen Valley Hospital shall have the right to immediately terminate this agreement, if, after giving thirty 130) days written notice to Mountain Family Health Centers, the reporting is not accomplished. h. Notwithstanding the above, if any party breaches any term of this agreement and fails to correct such breach within ten (10) days after receiving written notice of such breach from another party, such other party may terminate this Agreement by notifying the breaching party, and other partner in the agreement in writing of such termination In such case, Pitkin County, Eagle County and Aspen Valley Hospital District shall reimburse Mountain Family Health Centers for the operating losses then incurred for the period that the clinic had been operating pursuant to (paragraphs "2f,' '2g," and "2h"above). c. In addition, Aspen Valley Hospital District, Pitkin County or Eagle County shall have the right to immediately terminate this Agreement: i. If Mountain Family Health Center's status as a Federally Qualified Health Center is suspended or revoked by the U.S. Department of Health and Human Services, ii. If Mountain Family Health Centers or any of its providers is currently or during the term of this Agreement becomes excluded from participation in a federal healthcare program, including but not limited to Medicare of Medicaid; or ui. If the actions of Mountain Family Health Centers are of such a nature that they present an imminent danger to patients or materially and adversely affect any licensures, tax exemptions, or accreditations of any of the parties to this agreement, or. iv For failure by Mountain Family Health Centers to maintain at its own cost, proper liability insurance for its employees and or providing said services Such professional liability insurance must be in the amount of at least $1,000,000 per occurrence and $3,000,000 in the annual aggregate or in any such other amount as required by the Aspen Valley Hospital District and Pitkin County. Proof of such insurance shall be provided by Mountain Family Health Centers upon request by Aspen Valley Hospital District or Pitkin County. d. Nothing herein shall preclude the parties from terminating this Agreement at any time pursuant to the provisions of Section 7 hereunder. Any party may terminate this Agreement without cause by providing the remaining Parties ninety (90) days written notice prior to the conclusion of the then current term. Additional Provisions I. Assignability. This agreement is not assignable by any party 2. Modification. This Agreement may be changed or modified only in writing by an agreement approved by the respective Boards of the Governments and signed by authorized officers of each party. 3. Entire Agreement. This Agreement constitutes the entire Agreement between the parties and all other promises and agreements relating to the subject of this Agreement, whether oral or written, are merged herein. 4. Severability. Should any one or more sections or provisions of this Agreement be judicially adjudged invalid or unenforceable, such judgment shall not affect, impair, or invalidate the remaining provisions of this Agreement, the intention being that the various sections and provisions hereof are severable. 5. Notice. Any notice required or permitted under this Agreement shall be in writing and shall be provided by electronic delivery to the e-mail addresses set forth below and by one of the following methods 1) hand-delivery or 2) registered or certified mail, postage pre-paid to the mailing addresses set forth below. Each party by notice sent under this paragraph may change the address to which future notices should be sent. Electronic delivery of notices shall be considered delivered upon receipt of confirmation of delivery on the part of the sender. Nothing contained herein shall be construed to preclude personal service of any notice in the manner prescribed for personal service of a summons or other legal process To: Pitkin County With copies to Pitkin County Attorney's Office 530 East Main Street, Suite 301, Aspen, CO 81611 attorney0:pitkincounty.com To' Aspen Valley Hospital District 0401 Castle Creek Road Aspen, CO 8161 I ATTN: CEO With a copy to: General Counsel To: Mountain Family Health Centers 2700 Gilstrap Court Ste. 100 Glenwood Springs, CO 81601 ATTN: CEO To: Eagle County 500 Broadway Street#3, Eagle, CO 81621 6. Government Immunity. The parties agree and understand that Pitkin County, Aspen Valley Hospital District and Eagle County are relying on and do not waive, by any provisions of this Agreement, the monetary limitations or terms or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, C.R.S. 24-10-101, et seq., as from time to time amended or otherwise available to the parties or any of their officers, agents. or employees. 7. Current Year Obligations The parties acknowledge and agree that any payments provided for hereunder or requirements for future appropriations shall constitute only currently budgeted expenditures of the parties.The parties' obligations under this Agreement are subject to each individual party's annual right to budget and appropriate the sums necessary to provide the services set forth herein No provision of this Agreement shall be construed or interpreted as creating a multiple fiscal year direct or indirect debt or other financial obligation of either or both parties within the meaning of any constitutional or statutory debt limitation. This Agreement shall not be construed to pledge or create a lien on any class or source of either parties' bonds or any obligations payable from any class or source of each individual party's money. S Binding Rights and Obligations. The rights and obligations of the parties under this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns 9 Agreement made in Colorado. This Agreement shall be construed according to the laws of the State of Colorado, and venue for any action shall be in the District Court in and for Pitkin County, Colorado. 10. Attorneys' Fees. In the event that legal action is necessary to enforce any of the provisions of this Agreement, the substantially prevailing party, whether by final judgment or out of court settlement, shall recover from the other party all costs and expenses of such action or suit including reasonable attorney's fees. I I. No Waiver The waiver by any party to this Agreement of any term or condition of this Agreement shall not operate or he construed as a waiver of any subsequent breach by any party 12. Authority. Each person signing this Agreement represents and warrants that said person is fully authorized to enter into and execute this Agreement and to hind the party it represents to the terms and conditions hereof. 21517019 Review and sign document(s)I oocuSign 1 he foregoing Agreement is approved by the Board of County Commitssmners of Pitkin County, Colorado at its regular meeting held on the 33•4"caav of Nva;.. 2018 1 he fro:going Agreement is approved b} the Board of County Commissioners of Eagle County Colorado at its regular meeting held on 2/5/2019 I he foregoing Agreement is approved by the Aspen Valley Ilospnal District Board at its regular meeting held on the)9"`'da3 or /f1 .201K In Witness a hereof the parties hereto have caused this agreement to be e eeuted as of the day and year firs: aboke written. Bt)ARD OF C OL'N'rN COMMISSIONERS APPROVED AS TO FORM OF rim IN COLIN, Y,COLOR A DC) Chan az/oa/zvl5 Count) Arne: Manager Apprusal' Jon Peacock.Count} Manager ASPEN VAL.I EY t IOSPITAl. DMSIR IC I APPROVPD AS TO FORM B): .`7 tie 11✓v I f>«sye By. 5t4._ Iltl: Yz I- ''+(�I7 r• +r'IK '�Lr 5E5'4,4 4.. -c EAGLE COUNTY APPROVED AS TO F ORM b �1 By: oitii ti^.0 1114e'1_LUtA!.1 By. .t- _ ' .....-._ likLiniet MOUNTAIN IAMB Y BI'ATII CENTERS APPROVI•D AS TO FORM iv B !>k y: Ross Bros I;Y'. /11-2 . —..— Tid: -1" httpsara2 docusign.netI gmngt7b-c7214WO6 2450bbafsa91e5n3f8b16 111 the foregoing Agreement is approved by the Board at County Commissioners of Pitkin County.Colorado at its regular meeting held on the 931".{day of z4,4 , 2018 The foregoing Agreement is approved by the Board of County Com �issioneis of Eagle County Colorado at its regular meeting held on the ,01.- day of 2018 The foregoing Agreement is appro.eJ by the Aspen Valley Hospital District Board at its regular meeting held on the ZZ day of MI 2018 In Witness whereof,the parties hereto have caused this agreement to be executed as of • the day and year first above written. BOARD OF COUNTY COMMISSIONERS APPROVED AS TO FORM OF PFFKIN COUNTY,COLORADO By; _ By:_-.—.. Chair County Attorney Manager Approval: By: _ Jon Peacock,County Manager ASPEN VALLEY HOSPITAL DISTRICT APPROVED AS TO FORM r 1 itle e.a EAGLE COUNTY APPROVED AS TO FORM By. —. .—.- — By. Title MOUNTAIN FAMILY HEATH CENTERS APPROVED AS TO FORM q By,; Nis=rsro:zks _ BY" ' r�" title CEO