HomeMy WebLinkAboutC19-059 Pitkin County MOU re Mountain Family Health CentersINTERORGANIZATIONAL AGREEMENT
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 ORGANIZATIONAL AGREEMENT (the "Agreement") is made this
day of . b -MAN 29-1$ by and between: the Board of County
Commissioners of Pitkin County, Colorado, whose address is 530 E. Main Street, Suite 302,
Aspen, Colorado 81611; 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, niter alia, C.R.S. §§ 29-1-201, et sey., and
Article XTV, 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% of the Federal Poverty Level (defined as at or
below $24,280 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 be 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
C19-059
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 providing high-
quality integrated primary, behavioral 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 1.0
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 inconsideration 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
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 be 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.
b. The pro -forma shall be 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 Famnily Health Center clinic in Basalt.
d. Pitkin County, Eagle County and Aspen Valley Hospital District shall
approve the operating loss to be funded under the pro -forma prior to
commencement of the calendar fiscal year.
e. Mountain Fan -Lily 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 be 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
"i" below, payment will be 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 be 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 be 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 year, 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.
h. 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 served 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 be effective December 19, 2018, and shall
renew annually unless terminated by any of the parties.
a. Should Mountain Family 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 (30) days
written notice to Mountain Family Health Centers, the reporting is not
accomplished.
b. 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," 112g," 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 or Medicaid; or
iii. 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
$3,040,000 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
1. Assi nabili(. 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
panics 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 irival id or unenforceablc, 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.
S. 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 8161 1
attorney @ pi tki ncounty.com
To: Aspen Valley Hospital District
0401 Castle Creek Road
Aspen, CO 81611
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. Bindin2 Ri hts 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. AjZreement 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.
1 1. No Waiver. The waiver by any party to this Agreement of any term or condition
of this Agreement shall not operate or be 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 bind the
party it represents to the terms and conditions hereof.
2/5/2019 Review and sign document(s) l OocuSign
The foregoing Agreement is approved by the hoard of County ('0111111 ,sinners of Pitkin
County, Colorado at its regular meeting held on the 4-3-'Iay, of
12019 ---
The Foregoing Agreement is approved by the Board oFCounty Commissioners of
Eagle County Colorado at its regular meeting held on 2/5/2019
The foregoing Agreement is approved by the Aspen Valley I EospItaI District
Board at its regular meeting held on the )'day of zo i S
III Witness whereof. the parties hereto 11Me caused this agreement to be executed as of
the day and year first above written.
BOARD OF COUNTY COMMISSIONERS APPROVED AS TO FORM
(.)I: PFIX IN COU Y. COLORADO
Ely: - _� By:
Chair o�'a���r i County Attn
Manager Appry al:
J�,n Pe;ieckk. CQtrrtty hianagzr
ASPFN VAI.I.F Y HOSPITAL DISTRICT APPR(-)%11;1) AS TO FORM
By: 5 { BY: c t ► 2 -< �� ��
4/1 r SC
EAGLE COUNTY API'RO\.- ED AS TO FORM
Ooc.s,w nr:
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,MOUNTAIN FAMILY HEATH (-ENTERS APPROVED AS TO FORM
Ily, Ross Brooks
s= .
Title CEO)
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The foregoing Agreement is approved by the Board of County Commi sioners of Pitkin
County, Colorado at its regular meeting held on the 93 "day of zvl 1/
2018
The foregoing Agreement is approved by the Board of County Comissioners of
Eagle County Colorado at its regular meeting held on the day of
'2018.
The foregoing Agreement is approve by the Aspen Valley Hospital District
Hoard at its regular meeting held on the 2Z day of M4 ,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 PITKIN COUNTY, COLORADO
By:
Chair
Manager Approval:
By:
Jon Peacock, County Manager
ASPEN VALLEY HOSPITAL DISTRICT
L
Title "Ej
EAGLE COUNTY
By:
Title
MOUNTAIN FAMILY HEATH CENTERS
M
Ross Brooks
Title CEO
By:
County Attorney
APPROVED AS TO FORM
By: 7��
APPROVED AS TO FORM
By:
APPROVED AS TO FORM
By:
