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HomeMy WebLinkAboutRES 15-108RESOLUTION NO. 15-108 WHEREAS, the City of Beaumont has some responsibility' and interest under Texas law to provide health care for indigent persons who reside in the City; and, WHEREAS, the State of Texas historically has reimbursed health care services furnished through the Texas Medicaid program at levels that are inadequate to cover the costs of health care providers; and, WHEREAS, a core mission of the Affiliated Hospitals is to provide health care services to the needy residents of the community; and, WHEREAS, it is in the best interest of the citizens of the City of Beaumont for the City to enter into an Indigent Care Affiliation Agreement with Christus Hospital and an Indigent Care Affiliation Agreement between the City of Beaumont and Baptist Hospitals of Southeast Texas to ensure that the indigent residents of the community _continue to have access to and receive quality health care services; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BEAUMONT: THAT the statements and findings set out in the preamble to this resolution are hereby, in all things, approved and adopted; and, THAT the City Manager be and he is hereby authorized to execute an Indigent Care Affiliation Agreement between the City of Beaumont and Christus Hospital, substantially in the form attached hereto as Exhibit "A" and made a part hereof for all purposes; and, BE IT FURTHER RESOLVED THAT the City Manager be and he .is hereby authorized to execute an Indigent Care Affiliation Agreement between the City of Beaumont and Baptist Hospitals of Southeast Texas, substantially in the form attached hereto as Exhibit "B" and made a part hereof for all purposes. PASSED BY THE CITY COUNCIL of the City of Beaumont this the 9th day of June, 2015. ayor Becky Ames STATE OF TEXAS COUNTY OF JEFFERSON INDIGENT CARE AFFILIATION AGREEMENT BETWEEN THE CITY OF BEAUMONT AND CHRISTUS HOSPITAL This INDIGENT CARE AFFILIATION AGREEMENT (the Agreement) is entered between the City of Beaumont, a political subdivision of the State of Texas (the City or Governmental Entity), and Christus Hospital, a hospital organized and licensed under the laws of the State of Texas and having its principal office at 2830 Calder Street, Beaumont, TX 77702 (the Affiliated Hospital). The City and Affiliated Hospital may be referred to individually in this Agreement as a Party or collectively as the Parties. Article T. BACKGROUND AND PURPOSE Section 1.01 The Parties' responsibility to provide Indigent Cure. (a) The City has some responsibility and interest under Texas law to provide health care for indigent persons who reside in the city. (b) As a safety -net hospital, a core mission of Affiliated Hospital is to provide health care services to the needy residents of the community. Section 1.02 Inadequacy of state funding and insurat.rce for the needy. (a) The State of Texas historically has reimbursed healthcare services furnished through the Texas Medicaid program at levels that are inadequate to cover the costs of health care providers, including Affiliated Hospital. Additionally, the State has elected not to expand Medicaid eligibility under the Affordable Care Act. (b) Neither the City nor Affiliated Hospital dispute these actions and in fact recognize the important state policies that these decisions represent. However, both the City and Affiliated Hospital acknowledge that these actions have had and will continue to have several effects: (1) The number of community residents who are unable to pay for primary and emergency healthcare has risen and will continue to rise for the foreseeable future; (2) A significant number of these residents is eligible for indigent care services; (3) These residentstypically obtain their primary healthcare through hospital emergency room services, which the Parties recognize is costly, inefficient, and does not promote good public health outcomes or effective primary or preventive healthcare; and EXHIBIT "A" INDIGENT CARO ArFILIATION AGREEMENT (4) The Iack of insurance and adequately funded state programs has.increased demand on the local indigent care programs and the amount of uncompensated care for Affiliated Hospital. (5) These factors place the financial burden for indigent care largely on the local taxpayers, Affiliated Hospital, and the local community. Section 1.03 The Parties therefore agree that, without an effective source of revenue to support services to the indigent and needy of the community, the financial burdenfor indigent care will continue to rise, strain the local communities' budgets, and ultimately threaten the availabilify of duality healthcare. Medicaid Supplemental Hospital Payment Programs help address these challenges by allowing our local safety -net Hospitals to access Texas Waiver payments without increasing any taxes on local residents. (a) Medicaid is a joint state and federal program established under Title XIX of the Social Security Act that provides healthcare primarily to children, pregnant women, the elderly, and persons with disabilities. Federal law requires the State to bear a portion of the cost of care to persons who are eligible for Medicaid. (b) Texas Medicaid also administers programs to support public and private hospitals that furnish a significant amount of uncompensated healthcare services to people who do not have the ability to pay for their healthcare. Affiliated Hospital traditionally has participated in these supplemental payment programs. (c) The State traditionally has required that local governments use.local funds. to supply the state's share of the Medicaid supplemental hospital payments. (1) This practice has favored counties with a hospital district, which assess property taxes to fund district operations. (2) Because the local community does not have a hospital district, hospitals like Affiliated Hospital are not assured of receiving their fair share of such. -'funding. (d) The State also requires hospitals and local governments that wish to participate in these programs to certify certain facts that demonstrate the parties' compliance with state and federal laws. The certifications for Affiliated Hospital 'and the City are attached to this Agreement as Exhibits. l and 2, respectively. Section 1.04 Local Provider Participation Fund (a) The 84`x' Texas Legislatures, in recognition of the financial burden borne by the local governments and taxpayers and the potential loss of available Medicaid funding to hospitals like Affiliated Hospital, enacted S.B. 1387, which is codified as Chapter 295 of the Health and Safety Code and authorized the City to establish a local provider participation fiend (LPPF) to support the payment of Medicaid supplemental hospital payments to Affiliated Hospital and other eligible hospitals in the City. (b) The LPPF relies on mandatory payments by'institutional healthcare providers like Affiliated Hospital and does not add to the burden of the City's property taxpayers. A-2 INDIGENT CARE AFFILIATION AGREEMENT (c) The city council of Beaumont voted in open session on _ to approve implementation of the LPPF. Affiliated Hospital supports the City's decision to implement the LPPF. Section 1.05 Purpose and Intent of the Parties (a) The Parties desire to ensure that the indigent residents of the community continue to have access to and receive quality healthcare services. (b) The Parties recognize that it is in their mutual best interests to access greater amounts of federal funding to help cover the costs of services to indigent persons and people who are eligible for Medicaid. The Parties also agree that another benefit of such additional funding is that all residents of the local community will continue to have access to quality healthcare. (c) The City and Affiliated Hospital recognize that implementation of the LPPF will help achieve these benefits for all residents of the City. ACCORDINGLY, in view of their common interests and desire to ensure the availability of health care services to the residents of the community, the Parties agree as follows: Article II. INDIGENT CARE COLLABORATION Section 2.01 Improving Access to Healthcare for Indigent. The City and Affiliated Hospital will assess opportunities to improve access to healthcare for indigent persons residing in the community through participation in the Medicaid program indluding the Medicaid payments authorized by supplemental hospital payment programs, including the Texas Healthcare Transformation and Quality Improvement Program Section 1115 Waiver (the "Section 1115 Waiver"), the Disproportionate Share Hospital Prografn and their successors. Section 2.02 Implementation of the LPPF The City and Affiliated Hospital will also cooperate to ensure the prompt, efficient, and accurate implementation of the LPPF in the City in a manner consistent with state and federal law. Section 2.03 Administration of the LPPF (a) The City will retain discretion to determine: (1) The term and content of rules to govern the LPPF; and (2) The timing and amount of the mandatory payment to be paid by institutional healthcare providers, consistent with the requirements of state and federal law. (b) Except as provided in Section 2.04, the City also retains the discretion to apply the LPPF to uses authorized under the law, including conduct intergovernmental transfers of funds to the Texas Health and Human Services Commission & INDIGENT CARE AFFILIATION AGRCEMENT Article 111. GENERAL PROVISIONS Section 3.01 Term and Ternnifiation. The term of this Agreement shall be one year from Effective Date and shall automatically continue thereafter for additional terms of one year unless the parties agree otherwise; provided, however, that this Agreement shall terminate immediately upon written notice by either the Governmental Entity or the Affiliated Hospital to the other party. Section 3.02 Notices. All notices required or permitted hereunder shall be in writing and shall be sufficiently given and deemed to have been received upon personal delivery, by overnight carrier, by email, or by United States mail, postage prepaid, registered or certified mail, addressed to the parties as follows: Governmental Entity: Affiliated Hospital: With copies to: Carlos Zaffirini Jr. Adelanto HealthCare Ventures, L.L.C. 401 W. 15"' Street, Suite 840 Austin, TX 78701 and: Charles Luband Denton 1221 Avenue of the Americas New York, NY 10020-1089 Section 3.03 Relationship Between the Parties. The relationship between the City and the Affiliated Hospital is solely a contractual relationship between independent contractors. No party hereto is an agent or employee of any other party. Nothing in this Agreement, shall prevent any affiliation or contracting by any party with any third party, with the exception that no party may contract or affiliate with other party to gain entitlement to Medicaid supplemental payments pursuant to this Agreement. Section 3.04 Governing ,Law. This Agreement is governed by the laws of the State of Texas. A-4 INDIGENT' CARE AFFILIATION AGREEMENT Sectio» 3.05 Assignment. No party may assign any right, obligation, or responsibility under this Agreement except to a successor in interest. Section 3.06 .Third Party Beneficiaries. The parties to this Agreement do not intend to establish any third party beneficiary relationship by virtue of this Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date(s) set forth. below. By: CITY OF BEAUMONT AFFILIATED HOSPITAL: By Date Date A-5 Exhibit B 2.0 REPRESENTATIONS AND WARRANTIES 2.1 Affiliated Hospital Representations and Warranties. The Affiliated Hospital represents and warrants that: a. It is a Texas corporation or partnership, -duly established and created pursuant to applicable law with all requisite power and authority to enter into this Agreement in all respects; b. There is no agreement to condition. any amounts transferred by the Governmental Entity nor the amount of Medicaid payments received on the amount of indigent care the Affiliated Hospital has provided or will provide; c. There is no agreement to condition the amount of the Affiliated Hospital's indigent care obligation on the amount transferred by the Governmental Entity nor the amount of any Medicaid payment the Affiliated Hospital might receive; d. No escrow, trust, or other funding mechanism exists, the amount of which is conditioned or contingent on the amount of indigent care services provided or to be provided by the. Affiliated Hospital; and that Any escrow, trust or other funding mechanism utilized in connection with an anticipated intergovernmental transfer C'IGT') from the Governmental Entity has been disclosed to HIISC and is not used to effect a quid pro quo for the provision of indigent care services by or on behalf of the Affiliated Hospital; e. The Affiliated Hospital will not return or refund any Medicaid payments received to the Governmental Entity; f No part of any Medicaid payment received under the Section 1115 Waiver program will be used to pay a contingent fee, consulting fee, or legal fee associated with the Affiliated Hospital's receipt of payments. under the Section 1115 Waiver program. g. This Agreement has been duly and validly executed and delivered by the Affiliated Hospital. 2.2 Governmental Entity Representations and Warranties. The Governunental Entity represents and warrants that: a. It is.,a political subdivision of the State of Texas created under the authority of Article I I of the Texas Constitution, duly established and created with all requisite power and authority to enter into this Agreement in all respects;. b. There is no agreement to condition the amount transferred by the Governmental .Entity nor the amount of Medicaid supplemental payments B-1 INDIGENT CARE AFFILIATION AGREEMENT on the amount of indigent care the Affiliated Hospital have provided or will provide; c.: There is no agreement to condition the amount of the Affiliated Hospital's indigent care obligation on the amount transferred by the Governmental Entity nor the amount of any Medicaid supplemental payment the Affiliated Hospital might receive; d. No escrow, trust, or other funding mechanism exists, the amount of which is conditioned or contingent on the amount of indigent care services provided or to be provided by the Affiliated Hospital; and that any escrow, trust or other funding mechanism utilized in connection with an anticipated intergovertunental transfer ("IGT") from the Governmental Entity has been disclosed to HHSC and is' not used to effect a quid pro quo for the provision of indigent care services by or on behalf of the Affiliated Hospital; e. The Governmental Entity has not received and will not receive refunds of payments the Governmental Entity made -'or makes to the Affiliated Hospital for any purpose in consideration for an IGT by the Governmental Entity to fund Medicaid supplemental payments; f The execution, delivery, and performanceby the Governmental Entity of this Agreement are within the Governmental Entity's powers, are not in contravention of any other instruments governing the Governmental Entity and have been duly authorized and approved by the Board_ of Directors of the Governmental Entity,as and to the extent required by applicable law; g. This Agreement has been duly and validly executed by the Governmental Entity; h. The Governmental Entity has not received and has no agreement to receive any portion of any Medicaid payments trade to Affiliated Hospital; i. The Governmental Entity has not entered into a contingent fee arrangement related to its participation. in the Section 1115 Waiver program; The Governmental Entity is authorized to participate in the Section 1115 Waiver program pursuant to a vote of its governing body in a public meeting preceded by public notice published in accordance with its usual and customary practices or the Texas Open Meetings Act, as .applicable; and k. Notwithstanding anything in this Agreement to the contrary, any decision by the Governmental Entity to provide funding for the Medicaid program is at the sole discretion of the Governmental Entity. M. INDIGEN'r CARE AFFILIATION AGREEMENT 3.0 OBLIGATIONS OF THE AFFILIATED HOSPITAL 1 Agreement to Collaborate with the Governmental Entity. The Affiliated Hospital agrees to work cooperatively with the Governmental Entity to improve access to health care for indigent persons. 3.2 Compliance with State and Federal Law. The Affiliated Hospital agrees to retain qualified professionals to ensure health care is provided in compliance with state and federal charity care laws, anti-trust laws, and any other applicable laws, and the Medicare and Medicaid programs. 4.0. OBLIGATIONS OF THE GOVERNMENTAL ENTITY 8415741 OW -3 4.1 Agreement to Cooperate with the Affiliated Hospital_.. The Governmental Entity agrees to work cooperatively with the Affiliated Hospital to improve access to health care for indigent persons. 4.2 No Condition on Medicaid Funding. The Govennnental Entity agrees that it will not condition the amount to which' it funds the non-federal share of Medicaid supplemental payments;on a specified or required minimum amount of prospective indigent care. 4.3 Retrospective Evaluation of Services. The Governmental Entity may retrospectively evaluate the amount and impact of the Affiliated Hospital's indigent care delivery and can rely on such historical information in determining whether and to what degree it will provide an IGT in the future. 4.4 Documents Publicly Available. The Governmental Entity agrees to make publicly available any documentation utilized in connection with intergovernmental transfers of funds and any documentation executed by the Governmental Entity related to its participation in the Section 1115 Waiver, including this Agreement. 4.5 Use of Public Funds. To the extent the Governmental Entity decides to provide funding for Medicaid supplemental payments, the Governmental Entity agrees to use public funds for such funding. EI STA'T'E OF TEXAS COUNTY OF JEFFERSON INDIGENT CARE AFFILIATION AGREEMENT BETWEEN THE CITY OF BEAUMONT AND BAPTIST HOSPITALS OF SOUTHEAST TEXAS This INDIGENT CARE AFFILIATION AGREEMENT (the Agreement) is entered between the City of Beaumont, a political,subdivision of the State of Texas (the City or Governmental Entity), and Baptist Hospitals of Southeast Texas, a hospital organized and licensed under the laws of the State of Texas and having its principal office at 3080 College St Beaumont, TX 77701 (the Affiliated Hospital). The City and Affiliated Hospital may be referred to individually in this Agreement as a Party or collectively as the Parties. Article I. BACKGROUND AND PURPOSE Section 1.01 The Parties' responsibility to provide Indigent Care. (a) The City has some responsibility and interest under Texas law to provide health care for indigent persons who reside in the city. (b) As a safety -net hospital, a core mission of Affiliated Hospital is to provide health care services to the needy residents of the community. Section 1.02 Inadequacy of state funding and insurance for the needy. (a) The State of Texas historically has reimbursed healthcare services furnished through the Texas. Medicaid program at levels that are inadequate to cover the costs of health care providers, including Affiliated Hospital. Additionally, the State has elected not to expand Medicaid eligibility under the Affordable Care Act. (b) Neither the City nor Affiliated Hospital dispute these actions and in fact recognize the important state policies that these decisions represent. However, both the City and Affiliated Hospital acknowledge that these actions have had and will continue to have several effects: (1) The number of community residents who are unable to pay for primary and emergency healthcare has risen and'will continue. to rise for the foreseeable future; (2) A significant number of these. residents is eligible for indigent care services; (3) These residents typically obtain their primary healthcare through hospital emergency room services, which the Parties recognize is costly; inefficient, and does riot promote good public health outcomes or effective primary or preventive healthcare; and EXHIBIT "B" INDIGENT CARE AFFILIATION AGREEmrNT (4) The lack of insurance and adequately funded state programs has increased demand on the local indigent care programs and the amount of uncompensated care for Affiliated Hospital. (5) These factors place the financial burden for indigent care largely on the local taxpayers, Affiliated Hospital, and the local community. Section 1.03 The Patties therefore agree that, without an effective source of revenue to support services to the indigent and needy of the community, the financial burden for indigent cage will continue to rise, strain the local communities' budgets, and ultimately threaten the availability of quality healthcare. Medicaid Supplemental'Hospital Payment Programs help address these challenges by allowing our local safety -net, hospitals to access Texas Waiver payments without increasing any taxes on local residents. (a) Medicaid is a joint state and federal program established under Title XIX of the Social Security Act that provides healthcare primarily to children, pregnant women, the elderly, and persons with disabilities. Federal law requires the State to bear a portion of the cost of care to persons who are eligible for Medicaid. (b) Texas Medicaid also administers programs to support public and private hospitals that furnish a significant amount -of uncompensated healthcare services to people who do not have the ability to pay for their healthcare. Affiliated Hospital traditionally has participated in these supplemental payment programs. (c) The State traditionally has required that local governments use local funds to supply the state's share of the Medicaid supplemental hospital payments. (1) This practice has favored counties with a hospital district, which assess property taxes to fund district operations. (2) Because the local community does not have a hospital district, hospitals like Affiliated Hospital are not assured of receiving their fair share of such funding. (d) The State also requires hospitals and local governments that wish to participate in these programs to certify certain facts that demonstrate the parties' compliance with state and federal laws. The certifications for Affiliated Hospital and the City are attached to this Agreement as Exhibits I and 2, respectively. Section 1.04 Local Provider Participation Fund (a) The 84a' Texas Legislatures, in recognition of the financial burden borne by the local governments and taxpayers and the potential loss of available Medicaid funding to hospitals like Affiliated Hospital, enacted S.B. 1387, which is codified as Chapter 295 of the Health and Safety Code and authorized the City to establish a local provider participation fund (LPPF) to support the payment of Medicaid supplemental hospital payments to Affiliated Hospital and other eligible hospitals in the City. (b) The LPPF relies on mandatory payments by institutional healthcare providers like Affiliated Hospital and does not add to the burden of the City's property taxpayers. raw INDIGENT CARE AFFILIATION AGREEMENT (c) The city council of Beaumont ,voted in open session on to approve implementation of the LPPF. Affiliated Hospital supports the City's decision to implement the LPPF. Section 1.05 Purpose and Intent of the Parties (a) The Parties desire to ensure that the indigent residents of the community continue to have access to and receive quality healthcare services. (b) The Parties recognize that it is in their mutual best interests to access greater .amounts of federal funding to help cover the costs of services to indigent persons and people who are eligible for Medicaid. The Parties also agree that another benefit of such additional funding is that all residents of the local community will continue to have access to quality healthcare. (c) The City and Affiliated Hospital recognize that implementation of the LPPF will help achieve these benefits for all residents of the City. 1. ACCORDINGLY, in view of their common interests and desire to ensure the availability of health care services to the residents of the community, the Parties agree as follows: Article II. INDIGENT CARE COLLABORATION Section 2.01 Improving Access to Healthcare for Indigent. The City and Affiliated Hospital will assess opportunities to improve access to healthcare for indigent persons residing in the community through participation in the Medicaid program including the Medicaid payments authorized by supplemental hospital payment programs, including the Texas Healthcare Transformation and Quality Improvement Program Section 1115 Waiver (the "Section 1115 Waiver"), the Disproportionate Share Hospital Program and their successors. Section 2.02 Implementation of the LPPF The City and Affiliated Hospital will also cooperate,to ensure the prompt, efficient, and accurate implementation of the LPPF in the City in a manner consistent with state and federal law. Section 2.03 Administration of the LPPF (a) The City will retain discretion to determine: (1) The term and content of rules to govern the LPPF; and (2) The timing and amount of the mandatory payment to be paid by institutional healthcare providers, consistent with the requirements of state and federal law. (b) Except as provided in Section 2.04, the City also retains the discretion to apply the LPPF to uses authorized under the law, including conduct intergovernmental transfers of funds to the Texas Health and Human Services Conmii'ssion A-3 1 INDIGENT CARE AFFILIATION AGREEMENT Article III. GENERAL PROVISIONS Section 3.01 Terni and Termination. The term of this Agreement shall be one year from Effective Date and shall automatically continue thereafter for additional terms of one year unless the parties agree otherwise; provided, however, that this Agreement shall terminate immediately upon written notice by either the Govemmental Entity or the Affiliated Hospital to the other party. Section 3.02 Notices. All notices required or permitted hereunder shall be in writing and shall be sufficiently given and deemed to have been received upon personal delivery, by overnight carrier, by email, or by United States mail, postage prepaid, registered or certified mail, addressed to the parties as follows: Governmental Entity: Affiliated Hospital: With copies to: Carlos Zaffirini Jr Adelanto HealthCare Ventures, L.L.C. 401 W. 15"' Street, Suite 840 Austin, TX 78701 and: Charles Luband Dentons 1221 Avenue of the Americas New York, NY 10020-1089 Section 3.03 Relationship Between the Parties. The relationship between the City and the Affiliated Hospital is solely a contractual relationship between independent contractors. No party hereto is an agent or employee of any other party. Nothing in this Agreement shall prevent any affiliation or contracting by any'party with any third party, with the exception that no party may contract or affiliate with other party to gain entitlement to Medicaid supplemental payments pursuant to this Agreement. Section 3.04 Governing Law. This Agreement is governed by the laws of the State of Texas. A-4 INDIGENT CARE AFFILIATION AGREEMENT Section.. 3.05 Assignment. No party may assign any right, obligation, or responsibility Linder this Agreement except to a successor in interest. Section 3.06 Third Party Beneficiaries. The parties to this Agreement do not intend to establish any third party beneficiary relationship by virtue of this Agreement.. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date(s) set forth below. Date CITY OF BEAUMONT AFFILIATED HOSPITAL: A-5 1-70 Exhibit B 2.0 REPRESENTATIONS AND WARRANTIES ' 2.1 Affiliated Hospital Representations and Warranties. The Affiliated Hospital represents and warrants that: a. It is a Texas corporation or partnership, duly established and created pursuant to applicable law with all requisite power and authority to enter into this Agreement in all respects; b. There is no agreement to condition any amounts transferred by the Governmental Entity nor the amount of Medicaid payments received on the amount of indigent care the Affiliated Hospital has provided or will provide; e. There is no agreement to condition the amount of the Affiliated Hospital's indigent care obligation on the amount transferred by the Governmental Entity nor the amount of any Medicaid payment the Affiliated Hospital might receive; d. No escrow,. trust, or other funding mechanism exists, the amount of which is conditioned or contingent on the amount of indigent care services provided or to be provided by the Affiliated hospital; and that any escrow, trust or other funding mechanism utilized in connection with an anticipated intergovernmental transfer ("IGT") from the Governmental Entity . has been disclosed to HHSC and is not used to effect a quid pro quo for the provision of indigent care services by or on behalf of the Affiliated Hospital; e. The Affiliated Hospital will not return or refund any Medicaid payments received to the, Governmental Entity; f-. No part of any Medicaid payment received under the Section 1115 Waiver program will be used to pay a contingent fee, consulting fee, or legal, fee associated with the Affiliated Hospital's receipt of payments under the Section 1115 Waiver program. g. This Agreement has been duly and validly executed and delivered by the Affiliated Hospital. 2.2 Governmental Entity Representations and Warranties. The Governmental Entity represents and warrants that: a. It is a political subdivision of the State of Texas created under the authority of Article 11 of the Texas Constitution, duly established and created with all - requisite power and authority' to enter into this Agreement in all respects; b. There is no agreement to condition the amount transferred by the Goverrunental Entity nor the amount of Medicaid supplemental payments alm INDIGENT CARE AFFILIATION AGREEMENT on the amount of indigent care the Affiliated Hospital have provided or will provide; c. There is no agreement to condition the amount of the Affiliated Hospital's indigent care obligation on the amount transferred by the Governmental Entity nor the amount of any Medicaid supplemental payment the Affiliated Hospital might receive; d. No escrow, trust, or other funding mechanism exists, the amount of which is conditioned or contingent on the amount of indigent care services provided or to be provided by the Affiliated Hospital; and that any escrow, trust or other funding mechanism utilized in connection with an anticipated intergovernmental transfer ("IGT") from the Governmental Entity has been disclosed to HHSC and is not used to effect a quid pro quo for the provision of indigent care services by or on behalf of the Affiliated Hospital; e. The Governmental Entity has not received and will not receive refunds of payments the Governmental Entity made or makes to the Affiliated Hospital for any purpose in consideration for an IGT by the Governmental Entity to fund Medicaid supplemental payments; £ The execution, delivery, and performance by the Governmental Entity of this Agreement are within the Governmental Entity's powers, are not in contravention of any other instruments governing the Governmental Entity and have been duly authorized and approved by the Board of Directors of the Governmental Entity as and to the extent required by applicable law; g. This Agreement has been duly and validly executed, by the Governmental Entity; I The Governmental Entity has not received "and has no agreement to receive any portion of any Medicaid payments made to Affiliated Hospital; i. The Governmental Entity has not entered into a contingent fee arrangement related to its participation in the Section 1115 Waiver program; j. The Governmental Entity is authorized to participate in the Section 1115 Waiver program pursuant to a vote of its governing body in a public meeting preceded by public,notice published in accordance with its usual and customary practices or the Texas Open Meetings Act, as applicable; and -k. Notwithstanding anything in this Agreement to the contrary, any decision by the Governmental Entity to provide funding for the Medicaid program is at the sole discretion of the Governmental Entity. B-2 INDIGENT CARE APF ILIATIpN AGREEMENT 3.0 OBLIGATIONS OF THE AFFILIATED HOSPITAL 3.1 Agreement to Collaborate with the Governmental Entity. The Affiliated Hospital agrees 'to work cooperatively with the Governmental Entity to improve access to health care for indigent persons. 3.2 Compliance with State and Federal Law. The Affiliated Hospital agrees. to retain qualified professionals to ensure health care is provided in'compliance with state and federal charity care laws, anti-trust laws, and any other applicable laws, and the Medicare and Medicaid programs. 4.0. OBLIGATIONS OF THE GOVERNMENTAL ENTITY 4.1 Agreement to Cooperate with the Affiliated Hospital. The Governmental Entity, agrees to work cooperatively with the Affiliated Hospital to improve access, to health care for indigent persons. 4.2 No Condition on Medicaid Funding, The Governmental Entity agrees that it will not condition the amount to which it funds the non-federal share of Medicaid supplemental payments on a specified or required minimum amount of prospective indigent care. 4.3. Retrospective Evaluation of Services. The Governmental Entity may retrospectively evaluate the amount and impact of the Affiliated Hospital's indigent care delivery and can rely on such historical information in determining whether and to what degree it will provide an IGT in the future. 4.4 Documents Publicly Available. The Governmental Entity agrees to make publicly available. any documentation utilized in connection with intergovernmental transfers of funds and any documentation executed by the Governmental Entity related to its participation in the Section 1115 Waiver, including this Agreement. 4.5 Use of Public Funds. To the extent the Goverlunental Entity decides to provide funding for Medicaid supplemental .payments, the Goverrnnental Entity agrees to use public funds for such funding. 84I938151V-2 STATE OF TEXAS COUNTY OF JEFFERSON INDIGENT CARE AFFILIATION AGREEMENT BETWEEN THE CITY OF BEAUMONT AND CHRISTUS HOSPITAL This INDIGENT CARE AFFILIATION AGREEMENT (the Agreement) is entered between the City of Beaumont, a political subdivision of the State of Texas (the City or Governmental Entity), and Christus Hospital, a hospital organized and licensed under the laws of the State of Texas and having its principal office at 2830 Calder Street, Beaumont, TX 77702 (the Affiliated Hospital). The City and Affiliated Hospital may be referred to individually in this Agreement as a Party or collectively as the Parties. Article I. BACKGROUND AND PURPOSE Section I.01 The Parties' responsibility to provide Indigent Care. (a) The City has some responsibility and interest under Texas law to provide health care for indigent persons who reside in the city. (b) As a safety -net hospital, a core mission of Affiliated Hospital is to provide health care services to the needy residents of the community. Section 1.02 Inadequacy of state funding and insurance for the needy. (a) The State of Texas historically has reimbursed. healthcare services furnished through the Texas Medicaid program at levels that are inadequate to cover the costs of health care providers, including Affiliated Hospital. Additionally, the State has elected not to expand Medicaid eligibility under the Affordable Care Act. (b) Neither the City nor Affiliated Hospital dispute these actions and in fact recognize the important state policies that these decisions represent. However, both the City and Affiliated Hospital acknowledge that these actions have had and will continue to have several effects: (1) The number of community residents who are unable to pay for primary and emergency healthcare has risen and will continue to rise for the foreseeable future; (2) A significant number of these residents is eligible for indigent care services; (3) These residents typically obtain their primary healthcare through hospital emergency room services, which the Parties recognize is costly, inefficient, and does not promote good public health outcomes or effective primary or preventive healthcare; and INDIGENT CARE AFFILIATION AGREEMENT (4) The lack of insurance and adequately funded state programs has increased demand on the local indigent care programs and the amount of uncompensated care for Affiliated Hospital. (5) These factors place the financial burden for indigent care largely on the local taxpayers, Affiliated Hospital, and the local community. Section 1.03 The Parties therefore agree that, without an effective source of revenue to support services to the indigent and needy of the community, the financial burden for indigent care will continue to rise, strain the local communities' budgets, and ultimately threaten the availability of quality healthcare. Medicaid Supplemental Hospital Payment Programs help address these challenges by allowing our local safety -net hospitals to access Texas Waiver payments without increasing any taxes on local residents. (a) Medicaid is a joint state and federal program established under Title XIX of the Social Security Act that provides healthcare primarily to children, pregnant women, the elderly, and persons with disabilities. Federal law requires the State to bear a portion of the cost of care to persons who are eligible for Medicaid. (b) Texas Medicaid also administers programs to support public and private hospitals that furnish a significant amount of uncompensated healthcare services to people who do not have the ability to pay for their healthcare. Affiliated Hospital traditionally has participated in these supplemental payment programs. (c) The State traditionally has required that local governments use local funds to supply the state's share of the Medicaid supplemental hospital payments. (1) This practice has favored counties with a hospital district, which assess property taxes to fund district operations. (2) Because the local community does not have a hospital district, hospitals like Affiliated Hospital are not assured of receiving their fair share of such funding. (d) The State also requires hospitals and local governments that wish to participate in these programs to certify certain facts that demonstrate the parties' compliance with state and federal laws. The certifications for Affiliated Hospital and the City are attached to this Agreement as Exhibits 1 and 2, respectively. Section 1.04 Local Provider Participation Fund (a) The 84th Texas Legislatures, in recognition of the financial burden borne by the local governments and taxpayers and the potential loss of available Medicaid funding to hospitals like Affiliated Hospital, enacted S.B. 1387, which is codified as Chapter 295 of the Health and Safety Code and authorized the City to establish a local provider participation fund (LPPF) to support the payment of Medicaid supplemental hospital payments to Affiliated Hospital and other eligible hospitals in the City. (b) The LPPF relies on mandatory payments by institutional healthcare providers like Affiliated Hospital and does not add to the burden of the City's property taxpayers. A-2 INDIGENT CARE AFFILIATION AGREEMENT (c) The city council of Beaumont voted in open session on,) (AV& to approve implementation of the LPPF. Affiliated Hospital supports the City's decision to implement the LPPF. Section 1.05 Purpose and Intent of the Parties (a) The Parties desire to ensure that the indigent residents of the community continue to have access to and receive quality healthcare services. (b) The Parties recognize that it is in their mutual best interests to access greater amounts of federal funding to help cover the costs of services to indigent persons and people who are eligible for Medicaid. The Parties also agree that another benefit of such additional funding is that all residents of the local community will continue to have access to quality healthcare. (c) The City and Affiliated Hospital recognize that implementation of the LPPF will help achieve these benefits for all residents of the City. ACCORDINGLY, in view of their common interests and desire to ensure the availability of health care services to the residents of the community, the Parties agree as follows: Article II. INDIGENT CARE COLLABORATION Section 2.01 Improving Access to Healthcare for Indigent The City and Affiliated Hospital will assess opportunities to improve access to healthcare for indigent persons residing in the community through participation in the Medicaid program including the Medicaid payments authorized by supplemental hospital payment programs, including the Texas Healthcare Transformation and Quality Improvement Program Section 1115 Waiver (the "Section 1115 Waiver"), the Disproportionate Share Hospital Program and their successors. Section 2.02 Implementation of the LPPF The City and Affiliated Hospital will also cooperate to ensure the prompt, efficient, and accurate implementation of the LPPF in the City in a manner consistent with state and federal law. Section 2.03 Administration of the LPPF (a) The City will retain discretion to determine: (1) The term and content of rules to govern the LPPF; and (2) The timing and amount of the mandatory payment to be paid by institutional healthcare providers, consistent with the requirements of state and federal law. (b) Except as provided in Section 2.04, the City also retains the discretion to apply the LPPF to uses authorized under the law, including conduct intergovernmental transfers of funds to the Texas Health and Human Services Commission A-3 INDIGENT CARE AFFILIATION AGREEMENT Article III. GENERAL PROVISIONS Section 3.01 Term and Termination. The term of this Agreement shall be one year from Effective Date and shall automatically continue thereafter for additional terms of one year unless the parties agree otherwise; provided, however, that this Agreement shall terminate immediately upon written notice by either the Governmental Entity or the Affiliated Hospital to the other party. Section 3.02 Notices. All notices required or permitted hereunder shall be in writing and shall be sufficiently given and deemed to have been received upon personal delivery, by overnight carrier, by email, or by United States mail, postage prepaid, registered or certified mail, addressed to the parties as follows: Governmental Entity: City of Beaumont 801 Main Street Beaumont, TX 77701 Affiliated Hospital: &Aa/ 4TVs Sf t h 2Abl-A A,P 11.0 vr,®,. % 7 7 7 a Z. With copies to: Carlos Zaffirini Jr. Adelanto Healthcare Ventures, L.L.C. 401 W. 15th Street, Suite 840 Austin, TX 78701 and: Charles Luband Dentons 1221 Avenue of the Americas New York, NY 10020-1089 Section 3.03 Relationship Between the Parties. The relationship between the City and the Affiliated Hospital is solely a contractual relationship between independent contractors. No party hereto is an agent or employee of any other party. Nothing in this Agreement shall prevent any affiliation or contracting by any party with any third party, with the exception that no party may contract or affiliate with other party to gain entitlement to Medicaid supplemental payments pursuant to this Agreement. Section 3.04 Governing Law. This Agreement is governed by the laws of the State of Texas. A-4 INDIGENT CARE AFFILIATION AGREEMENT Section 3.05 Assignment. No party may assign any right, obligation, or responsibility under this Agreement except to a successor in interest. Section 3.06 Third Party Beneficiaries. The parties to this Agreement do not intend to establish any third party beneficiary relationship by virtue of this Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date(s) set forth below. CITY OF BEAUMONT: By: L I Kyle Hayes, City Manager Date -� r I - AFFILIATED HOSPITAL: Date 7 // v / if- A-5 Exhibit B 2.0 REPRESENTATIONS AND WARRANTIES 2.1 Affiliated Hospital Representations and Warranties. The Affiliated Hospital represents and warrants that: a. It is a Texas corporation or partnership, duly established and created pursuant to applicable law with all requisite power and authority to enter into this Agreement in all respects; b. There is no agreement to condition any amounts transferred by the Governmental Entity nor the amount of Medicaid payments received on the amount of indigent care the Affiliated Hospital has provided or will provide; c. There is no agreement to condition the amount of the Affiliated Hospital's indigent care obligation on the amounttransferred by the Governmental Entity nor the amount of any Medicaid payment the Affiliated Hospital might receive; d. No escrow, trust, or other funding mechanism exists, the amount of which is conditioned or contingent on the amount of indigent care services provided or to be provided by the Affiliated Hospital; and that any escrow, trust or other funding mechanism utilized in connection with an anticipated intergovernmental transfer ("IGT") from the Governmental Entity has been disclosed to HHSC and is not used to effect a quid pro quo for the provision of indigent care services by or on behalf of the Affiliated Hospital; e. The Affiliated Hospital will not return or refund any Medicaid payments received to the Governmental Entity; f. No part of any Medicaid payment received under the Section 1115 Waiver program will be used to pay a contingent fee, consulting fee, or legal fee associated with the Affiliated Hospital's receipt of payments under the Section 1115 Waiver program. g. This Agreement has been duly and validly executed and delivered by the Affiliated Hospital. 2.2 Governmental Entity Representations and Warranties. The Governmental Entity represents and warrants that: a. It is a political subdivision of the State of Texas created under the authority of Article 11 of the Texas Constitution, duly established and created with all requisite power and authority to enter into this Agreement in all respects; b. There is no agreement to condition the amount transferred by the Governmental Entity nor the amount of Medicaid supplemental payments INDIGENT CARE AFFILIATION AGREEMENT on the amount of indigent care the Affiliated' Hospital have provided or will provide; c. There is no agreement to condition the amount of the Affiliated Hospital's indigent care obligation on the amount transferred by the Governmental Entity nor the amount of any Medicaid supplemental payment the Affiliated Hospital might receive; d. No escrow, trust, or other funding mechanism exists, the amount of which is conditioned or contingent on the amount of indigent care services provided or to be provided by the Affiliated Hospital; and that any escrow, trust or other funding mechanism utilized in connection with an anticipated intergovernmental transfer ("IGT") from the Governmental Entity has been disclosed to HHSC and is not used to effect a quid pro quo for the provision of indigent care services by or on behalf of the Affiliated Hospital; e. The Governmental Entity has not received and will not receive refunds of payments the Governmental Entity made or makes to the Affiliated Hospital for any purpose in consideration for an IGT by the Governmental Entity to fund Medicaid supplemental payments; f. The execution, delivery, and performance by the Governmental Entity of this Agreement are within the Governmental Entity's powers, are not in contravention of any other instruments governing the Governmental Entity and have been duly authorized and approved by the Board of Directors of the Governmental Entity as and to the extent required by applicable law; g. This Agreement has been duly and validly executed by the Governmental Entity; h. The Governmental Entity has not received and has no agreement to receive any portion of any Medicaid payments made to Affiliated Hospital; i. The Governmental Entity has not entered into a contingent fee arrangement related to its participation in the Section 1115 Waiver program; j. The Governmental Entity is authorized to participate in the Section 1115 Waiver program pursuant to a vote of its governing body in a public meeting preceded by public notice published in accordance with its usual and customary practices or the Texas Open Meetings Act, as applicable; and k. Notwithstanding anything in this Agreement to the contrary, any decision by the Governmental Entity to provide funding for the Medicaid program is at the sole discretion of the Governmental Entity. M. INDIGENT CARE AFFILIATION AGREEMENT 3.0 OBLIGATIONS OF THE AFFILIATED HOSPITAL. 3.1 Agreement to Collaborate with the Governmental Entity. The Affiliated Hospital agrees to work cooperatively with the Governmental Entity to improve access to health care for indigent persons. 3.2 Compliance with State and Federal Law. The Affiliated Hospital agrees to retain qualified professionals to ensure healthcare is provided in compliance with state and federal charity care laws, anti-trust laws, and any other applicable laws, and the Medicare and Medicaid programs. 4.0. OBLIGATIONS OF THE GOVERNMENTAL ENTITY 84157410\V-3 4.1 Agreement to Cooperate with the Affiliated Hospital. The Governmental Entity agrees to work cooperatively with the Affiliated Hospital to improve access tb health care for indigent persons. 4.2 No Condition on Medicaid Funding. The Governmental Entity agrees that it will not condition the amount to which it funds the non-federal share of Medicaid supplemental payments on a specified or required minimum amount of prospective indigent care. 4.3 Retrospective Evaluation of Services. The Governmental Entity may retrospectively evaluate the amount and impact of the Affiliated Hospital's indigent care delivery and can rely on such historical information in determining whether and to what degree it will provide an IGT in the future. 4.4 Documents Publicly Available. The Governmental Entity agrees to make publicly available any documentation utilized in connection with intergovernmental transfers of funds and any documentation executed by the Governmental Entity related to its participation in the Section 1115 Waiver, including this Agreement. 4.5 Use of Public Funds. To the extent the Governmental Entity decides to provide funding for Medicaid supplemental payments, the Governmental Entity agrees to use public funds for such funding. i t 1 STATE OF TEXAS COUNTY OF JEFFERSON INDIGENT CARE AFFILIATION AGREEMENT BETWEEN THE CITY OF BEAUMONT AND BAPTIST HOSPITALS OF SOUTHEAST TEXAS This INDIGENT CARE AFFILIATION AGREEMENT (the Agreement) is entered between the City of Beaumont, a political subdivision of the State of Texas (the City or Governmental Entity), and Baptist Hospitals of Southeast Texas, a hospital organized and - licensed under the laws of the State of Texas and having its principal office at 3080 College St Beaumont, TX 77701 (the Affiliated Hospital). The City and Affiliated Hospital may be referred to individually in this Agreement as a Party or collectively as the Parties. Article I. BACKGROUND AND PURPOSE Section L 01 The Parties' responsibility to provide Indigent Care. (a) The City has some responsibility and interest under Texas law to provide health care for indigent persons who reside in the city. (b) As a safety -net hospital, a core mission of Affiliated Hospital is to provide health care services to the needy residents of the community. Section 1.02 Inadequacy of state funding and insurance for the needy. (a) The State of Texas historically has reimbursed healthcare services furnished through the Texas Medicaid program at levels that are inadequate to cover the costs of health care providers, including Affiliated Hospital. Additionally, the State has elected not to expand Medicaid eligibility under the Affordable Care Act. (b) Neither the City nor Affiliated Hospital dispute these actions and in fact recognize the important state policies that these decisions represent. However, both the City and Affiliated Hospital acknowledge that these actions have had and will continue to have several effects: (1) The number of community residents who are unable to pay for primary and emergency healthcare has risen and will continue to rise for the foreseeable future; (2) A significant number of these residents is eligible for indigent care services; (3) These residents typically obtain their primary healthcare through hospital emergency room services, which the Parties recognize is costly, inefficient, and does not promote good public health outcomes or effective primary or preventive healthcare; and INDIGENT CARE AFFILIATION AGREEMENT (4) The lack of insurance and adequately funded state programs has increased demand on the local indigent care programs and the amount of uncompensated care for Affiliated Hospital. (5) These factors place the financial burden for indigent care largely on the local taxpayers, Affiliated Hospital, and the local community. Section L03 The Parties therefore agree that, without an effective source of revenue to support services to the indigent and needy of the community, the financial burden for indigent care will continue to rise, strain the local communities' budgets, and ultimately threaten the availability of quality healthcare. Medicaid Supplemental Hospital Payment Programs help address these challenges by allowing our local safety -net hospitals to access Texas Waiverpayments without increasing any taxes on local residents. (a) Medicaid is a joint state and federal program established under Title XIX of the Social Security Act that provides healthcare primarily to children, pregnant women, the elderly, and persons with disabilities. Federal law requires the State to bear a portion of the cost of care to persons who are eligible for Medicaid. (b) Texas Medicaid also administers programs to support public and private hospitals that furnish a significant amount of uncompensated healthcare services to people who do not have the ability to pay for their healthcare. Affiliated Hospital traditionally has participated in these supplemental payment programs. (c) The State traditionally has required that local governments use local funds to supply the state's share of the Medicaid supplemental hospital payments. (1) This practice has favored counties with a hospital district, which assess property taxes to fund district operations. (2) Because the local community does not have a hospital district, hospitals like Affiliated Hospital are not assured of receiving their fair share of such funding. (d) The State also -requires hospitals and local governments that wish to -participate in these programs to certify certain facts that demonstrate the parties' compliance with state and federal laws. The certifications for Affiliated Hospital and the City are attached to this Agreement as Exhibits 1 and 2, respectively. Section 1.04 Local Provider Participation Fund (a) The 84`h Texas Legislatures, in recognition of the financial burden borne by the local governments and taxpayers and the potential loss of available Medicaid funding to hospitals like Affiliated Hospital, enacted S.B. 1387, which is codified as Chapter 295 of the Health and Safety Code and authorized the City to establish a local provider participation fund (LPPF) to support the payment of Medicaid supplemental hospital payments to Affiliated Hospital and other eligible hospitals in the City. (b) The LPPF relies on mandatory payments by institutional healthcare providers like Affiliated Hospital and does not add to the burden of the City's property taxpayers. A-2 INDIGENT CARE AFFILIATION AGREEMENT (c) The city council of Beaumont voted in open session online q..20 o approve implementation of the LPPF. Affiliated Hospital supports the City's decision to implement the LPPF. Section 1.05 Purpose and Intent of the Parties (a) The Parties desire to ensure that the indigent residents of the community continue to have access to and receive quality healthcare services. (b) The Parties recognize that it is in their mutual best interests to access greater amounts of federal funding to help cover the costs of services to indigent persons and people who are eligible for Medicaid. The Parties also agree that another benefit of such additional funding is that all residents of the local community will continue to have access to quality healthcare. (c) The City and Affiliated Hospital recognize that implementation of the LPPF will help achieve these benefits for all residents of the City. ACCORDINGLY, in view of their common interests and desire to ensure the availability of health care services to the residents of the community, the Parties agree as follows: Article II. INDIGENT CARE COLLABORATION Section 2.01 Improving Access to Healthcare for Indigent The City and Affiliated Hospital will assess opportunities to improve access to healthcare for indigent persons residing in the community through participation in the Medicaid program including the Medicaid payments authorized by supplemental hospital payment programs, including the Texas Healthcare Transformation and Quality Improvement Program Section 1115 Waiver (the "Section 1115 Waiver"), the Disproportionate Share Hospital Program and their successors. Section 2.02 Implementation of the LPPF The City and Affiliated Hospital will also cooperate to ensure the prompt, efficient, and accurate implementation of the LPPF in the City in a manner consistent with state and federal law. Section 2.03 Administration of the LPPF (a) The City will retain discretion to determine: (1) The term and content of rules to govern the LPPF; and (2) The timing and amount of the mandatory payment to be paid by institutional healthcare providers, consistent with the requirements of state and federal law. (b) Except as provided in Section 2.04, the City also retains the discretion to apply the LPPF to uses authorized under the law, including conduct intergovernmental transfers of funds to the Texas Health and Human Services Commission A-3 INDIGENT CARE AFFILIATION AGREEMENT Article III. GENERAL PROVISIONS Section 3.01 Term and Termination. The term of this Agreement shall be one year from Effective Date and shall automatically continue thereafter for additional terms of one year unless the parties agree otherwise•, provided, however, that this Agreement shall terminate immediately upon written notice by either the Governmental Entity or the Affiliated Hospital to the other party. Section 3.02 Notices. All notices required or permitted hereunder shall be in writing and shall be sufficiently given and deemed to have been received upon personal delivery, by overnight carrier, by email, or by United States mail, postage prepaid, registered or certified mail, addressed to the parties as follows: Governmental Entity: City of Beaumont 801 Main Street Beaumont, Texas 77701 Affiliated Hospital: FIST o'iccls off' SDuhQ4S1- BA&"rMni -I-X 711 O 1 With copies to: Carlos Zaffirini Jr. Adelanto HealthCare Ventures, L.L.C. 401 W. 15`h Street, Suite 840 Austin, TX 78701 and: Charles Luband Dentons 1221 Avenue of the Americas New York, NY 10020-1089 Section 3.03 Relationship Between the Parties. The relationship between the City and the Affiliated Hospital is solely a contractual relationship between independent contractors. No party hereto is an agent or employee of any other party. Nothing in this Agreement shall prevent any affiliation or contracting by any party with any third party, with the exception that no party may contract or affiliate with other party to gain entitlement to Medicaid supplemental payments pursuant to this Agreement. Section 3.04 Governing Law. This Agreement is governed by the laws of the State of Texas. A-4 INDIGENT CARE AFFILIATION AGREEMENT Section 3.05 Assignment. No party may assign any right, obligation, or responsibility under this Agreement except to a successor in interest. Section 3.06 Third Party Beneficiaries. The parties to this Agreement do not intend to establish any third party beneficiary relationship by virtue of this Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date(s) set forth below. CITY OF BEAUMONT: r By: Kyle Hayes, City Manager Date 77- 9 — 15 A-5 AFFILIATED HOSPITAL: (7 ` n By�SQ Date 15 Exhibit B 2.0 REPRESENTATIONS AND WARRANTIES 2.1 Affiliated Hospital Representations and Warranties. The Affiliated Hospital represents and warrants that: a. It is a Texas corporation or partnership, duly established and created pursuant to applicable law with all requisite power and authority to enter into this Agreement in all respects; b. There is no agreement to condition any amounts transferred by the Governmental Entity nor the amount of Medicaid payments received on the amount of indigent care the Affiliated Hospital has provided or will provide; c. There is no agreement to condition the amount of the Affiliated Hospital's indigent care obligation on the amount transferred by the Governmental Entity nor the amount of any Medicaid payment the Affiliated Hospital might receive; d. No escrow, trust, or other funding mechanism exists, the amount of which is conditioned or contingent on the amount of indigent care services provided or to be provided by the Affiliated Hospital; and that any escrow, trust or other funding mechanism utilized in connection with an anticipated intergovernmental transfer ("IGT") from the Governmental Entity has been disclosed to HHSC and is not used to effect a quid pro quo for the provision of indigent care services by or on behalf of the Affiliated Hospital; e. The Affiliated Hospital will not return or refund any Medicaid payments received to the Governmental Entity; f. No part of any Medicaid payment received under the Section 1115 Waiver program will be used to pay a contingent fee, consulting fee, or - ---legal-fee -associated with the --Affiliated- Hospital's receipt of payments under the Section 1115 Waiver program. g. This Agreement has been duly and validly executed and delivered by the Affiliated Hospital. 2.2 Governmental Entitv Representations and Warranties. The Governmental Entity represents and warrants that: a. It is a political subdivision of the State of Texas created under the authority of Article 11 of the Texas Constitution, duly established and created with all requisite power and authority to enter into this Agreement in all respects; b. There is no agreement to condition the amount transferred by the Governmental Entity nor the amount of Medicaid supplemental payments INDIGENT CARE AFFILIATION AGREEMENT on the amount of indigent care the Affiliated Hospital have provided or will provide; c. There is no agreement to condition the amount of the Affiliated Hospital's indigent care obligation on the amount transferred by the Governmental Entity nor the amount of any Medicaid supplemental payment the Affiliated Hospital might receive; d. No escrow, trust, or other funding mechanism exists, the amount of which is conditioned or contingent on the amount of indigent care services provided or to be provided by the Affiliated Hospital; and that any escrow, trust or other funding mechanism utilized in connection with an anticipated intergovernmental transfer ("IGT") from the Governmental -Entity-has been disclosed to HHSC-and--is not used -to - effect a quid pro quo for the provision of indigent care services by or on behalf of the Affiliated Hospital; e. The Governmental Entity has not received and will not receive refunds of payments the Governmental Entity made or makes to the Affiliated Hospital for any purpose in consideration for an IGT by the Governmental Entity to fund Medicaid supplemental payments; f. The execution, delivery, and performance by the Governmental Entity of this Agreement are within the Governmental Entity's powers, are not in contravention of any other instruments governing the Governmental Entity and have been duly authorized and approved by the Board of Directors of the Governmental Entity as and to the extent required by applicable law; g. This Agreement has been duly and validly executed by the Governmental Entity; h. The Governmental Entity has not received and has no agreement to receive any portion of any Medicaid payments made to Affiliated Hospital; - - - - -- - - — -- - i. The Governmental Entity has not entered into a contingent fee arrangement related to its participation in the Section 1115 Waiver program; j. The Governmental Entity is authorized to participate in the Section 1115 Waiver program pursuant to a vote of its governing body in a public meeting preceded by public notice published in accordance with its usual and customary practices or the Texas Open Meetings Act, as applicable; and k. Notwithstanding anything in this Agreement to the contrary, any decision by the Governmental Entity to provide funding for the Medicaid program is at the sole discretion of the Governmental Entity. ME INDIGENT CARE AFFILIATION AGREEMENT 3.0 OBLIGATIONS OF THE AFFILIATED HOSPITAL 3.1 Agreement to Collaborate with the Governmental Entity. The Affiliated Hospital agrees to work cooperatively with the Governmental Entity to improve access to health care for indigent persons. 3.2 Compliance with State and Federal Law. The Affiliated Hospital agrees to retain qualified professionals to ensure health care is provided in compliance with state and federal charity care laws, anti-trust laws, and any other applicable laws, and the Medicare and Medicaid programs. 4.0. OBLIGATIONS OF THE GOVERNMENTAL ENTITY 4.1 Agreement to Cooperate with the Affiliated Hospital. The Governmental Entity agrees to work cooperatively with the Affiliated Hospital to improve access to health care for indigent persons. 4.2 No Condition on Medicaid Funding. The Governmental Entity agrees that it will not condition the amount to which it funds the non-federal share of Medicaid supplemental payments on a specified or required minimum amount of prospective indigent care. 4.3 Retrospective Evaluation of Services. The Governmental Entity may retrospectively evaluate the amount and impact of the Affiliated Hospital's indigent care delivery and can rely on such historical information in determining whether and to what degree it will provide an IGT in the future. 4.4 Documents Publicly Available. The Governmental Entity agrees to make publicly available any documentation utilized in connection with intergovernmental transfers of funds and any documentation executed by the Governmental Entity related to its participation in the Section 1115 Waiver,__ including this Agreement. 4.5 Use of Public Funds. To the extent the Governmental Entity decides to provide funding for Medicaid supplemental payments, the Governmental Entity agrees to use public funds for such funding. ea ivss isw-z