HomeMy WebLinkAboutRES 18-253RESOLUTION NO. 18-253
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 St. Mark's Medical Center
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 St. Mark's Medical
Center, substantially in the form attached hereto as Exhibit "A" and made a part hereof
for all purposes; and,
The meeting at which this resolution was approved was in all things conducted in
strict compliance with the Texas Open Meetings Act, Texas Government Code, Chapter
551.
PASSED BY THE CITY COUNCIL of the City of Beaumont this the 16th day of
October, 2018.
c.oarq�
yor Becky Ames
INDIGENT CARE AFFILIATION AGREEMENT
This Indigent Care Affiliation Agreement (the "Agreement") is entered into as of
, 2018, to be effective as of , 2018 ("Effective Date"), by and
between the City of Beaumont, Texas a unit of local government within the State of
Texas ("the Governmental Entity") and St. Mark's Medical Center ("the Affiliated
Hospital"). The Affiliated Hospital is organized and licensed under the laws of the State
of Texas and their principal offices are provided.
RECITALS
WHEREAS, the Affiliated Hospital and the Governmental Entity collectively provide
substantial uncompensated care to indigent persons annually;
WHEREAS, the State's under -funding of, and reductions in eligibility for, Medicaid
increases the volumes of indigent patients who rely on hospital emergency room services
as the source of primary healthcare and shifts the burden for indigent care to the
Affiliated Hospital, the Governmental Entity, and local community;
WHEREAS, Affiliated Hospital is related to Baptist Hospitals of Southeast Texas
("Baptist"), a hospital system located in the City of Beaumont and similarly affiliated
with the City, because both hospitals are managed by Community Hospital Corporation;
WHEREAS, the success of Affiliated Hospital assists Baptist in being able to effectively
serve residents in the City;
WHEREAS, the Governmental Entity and the Affiliated Hospital recognize that the
State will continue to under -fund the Texas Medicaid program and that the indigent
numbers in their community will continue to grow;
WHEREAS, the Governmental Entity and the Affiliated Hospital desire to ensure that
the indigent have access to and receive health care services;
WHEREAS, the Governmental Entity and the Affiliated Hospital recognize that it is in
their best interest to increase funding for the Medicaid population and to access federal
funding for the indigent to which the Affiliated Hospital will be entitled under the State's
Medicaid program; and
WHEREAS, the Governmental Entity and
need to cooperate to ensure their ability to
indigent patients in their community;
the Affiliated Hospital recognize that they
deliver cost efficient healthcare services to
NOW, THEREFORE, in consideration of the promises and covenants contained in this
Agreement, and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged and agreed, the parties agree as follows:
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EXHIBIT "A"
1.0 INDIGENT CARE COLLABORATION
1.1 Improving Access to Healthcare for Indigent. The Governmental Entity
and the Affiliated Hospital will assess the 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 the Texas Healthcare Transformation and Quality
Improvement Program Section 1115 Waiver (the "Section 1115 Waiver").
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 or other entity qualified to do
business in Texas, 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.
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g. The execution, delivery, and performance by the Affiliated Hospital of
this Agreement are within the Affiliated Hospital's powers, are not in
contravention of any other instruments governing the Affiliated Hospital
and have been duly authorized and approved by the Affiliated Hospital as
and to the extent required by applicable law;
h. Neither the Affiliated Hospital, nor any of its representatives are (i)
currently excluded, debarred, or otherwise ineligible to participate in the
federal health care programs as defined in 42 U.S.C. Section 1320a-7b(f)
(the "federal health care programs"); (ii) convicted of a criminal offense
related to the provision of health care items or services but not yet
excluded, debarred, or otherwise declared ineligible to participate in the
federal health care programs; or (iii) under investigation or otherwise
aware of any circumstance which may result in the exclusion of the
Affiliated Hospital or any of its representatives from participating in
federal health care programs; and
i. 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 unit of local government within the State of Texas, 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
on the amount of indigent care the Affiliated Hospital have provided or
will provide;
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 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;
7378090_2.DOC
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.
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 Documentation. The Affiliated Hospital agrees to provide the Governmental
Entity documentation that demonstrates the amount and types of health care
(including indigent health care and Medicaid services historically provided in
its community) as requested by the Governmental Entity, but no more
frequently than quarterly.
7378090_2.DOC
3.3 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.
3.4 Indigent Care Program Participation. At all times during the term of this
Agreement, the Affiliated Hospital shall use their best efforts to maintain its
qualifications for participation in the Medicaid and Medicare programs.
3.5 Compliance with HIPAA. To the extent applicable to this Agreement, the
Affiliated Hospital agrees to comply with the Health Insurance Portability and
Accountability Act of 1996, as codified at 42 U.S.C. Section 1320d, et seq.
("HIPAA"), and any current and future regulations promulgated thereunder,
including, without. limitation, the federal privacy regulations contained in 45
C.F.R. Parts 160 and 164 (the "Federal Privacy Regulations"), the federal
security standards contained in 45 C.F.R. Parts 160, 162 and 164 (the "Federal
Security Regulations"), and the federal standards for electronic transactions
contained in 45 C.F.R. Parts 160 and 162 (the "Federal Electronic Transaction
Regulations"), all as amended from time to time, and all collectively referred
to herein as "HIPAA Requirements." The Affiliated Hospital agrees not to use
or further disclose any Protected Health Information (as defined in the Federal
Privacy Regulations) or EPHI (as defined in the Federal Security
Regulations), other than as permitted by the HIPAA Requirements and the
terms of the Agreement. In addition, the Affiliated Hospital agrees to comply
with any state laws and regulations that govern or pertain to the
confidentiality, privacy, security of, and electronic transactions pertaining to,
health care information.
As and to the extent required by law, upon the written request of the Secretary
of Health and Human Services, the Comptroller General or any of their duly
authorized representatives, the Affiliated Hospital shall make available those
contracts, books, documents and records necessary to verify the nature and
extent of the costs of providing services under this Agreement. Such
inspection shall be available for up to four (4) years after rendering of such
services. The Affiliated Hospital will also indemnify and hold the
Governmental Entity harmless if any amount of reimbursement is denied or
disallowed because of the Affiliated Hospital's failure to comply with the
obligations set forth in this section. Such indemnity shall include, but not be
limited to, the amount of reimbursement denied, plus any interest, penalties
and legal costs. If the Affiliated Hospital carries out any of the duties of this
Agreement through a subcontract with a value of $10,000.00 or more over a
twelve (12) , month period with a related individual or organization, the
Affiliated Hospital agrees to include this requirement in any such subcontract.
This section is included pursuant to, and is governed by the requirements of,
42. U.S.C. § 1395x(v)(1) and the regulations thereto.
7378090_2.DOC
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.
4.6 Compliance with HIPAA. The Governmental Entity agrees to comply with
the Health Insurance Portability and Accountability Act of 1996, as codified at
42 U.S.C. Sections 1320d, et seq. ("HIPAA"), and any current and future
regulations promulgated thereunder, including, without limitation, the federal
privacy regulations contained in 45 C.F.R. Parts 160 and 164 (the "Federal
Privacy Regulations"), the federal security standards contained in 45 C.F.R.
Parts 160, 162 and 164 (the "Federal Security Regulations"), and the federal
standards for electronic transactions contained in 45 C.F.R. Parts 160 and 162
(the "Federal Electronic Transaction Regulations"), all as amended from time
to time, and all collectively referred to herein as "HIPAA Requirements." The
Governmental Entity agrees not to use or further disclose any Protected
Health Information (as defined in the Federal Privacy Regulations) or EPHI
(as defined in the Federal Security Regulations), other than as permitted by
the HIPAA Requirements and the terms of the Agreement. In addition, the
Governmental Entity agrees to comply with any state laws and regulations
that govern or pertain to the confidentiality, privacy, security of, and
electronic transactions pertaining to, health care information.
As and to the extent required by law, upon the written request of the Secretary
of Health and Human Services, the Comptroller General or any of their duly
7378090_2.DOC
authorized representatives, the Governmental Entity shall make available
those contracts, books, documents and records necessary to verify the nature
and extent of the costs of providing services under this Agreement. Such
inspection shall be available for up to four (4) years after rendering of such
services. The Governmental Entity.will also indemnify and hold the Affiliated
Hospital harmless if any amount of reimbursement is denied or disallowed
because of the Governmental Entity's failure to comply with the obligations
set forth in this section. Such indemnity shall include, but not be limited to,
the amount of reimbursement denied, plus any interest, penalties and legal
costs. If the Governmental Entity carries out any of the duties of this
Agreement through a subcontract with a value of $10,000.00 or more over a
twelve (12) month period with a related individual or organization, the
Affiliated Hospital agrees to include this requirement in any such subcontract.
This section is included pursuant to, and is governed by the requirements of,
42. U.S.C. § 1395x(v)(1) and the regulations thereto.
5.0 GENERAL PROVISIONS
5.1 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.
5.2 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 a Copy to:
7378090_2.DOC
City of Beaumont
c/o: Beaumont City Council
801 Main Street
Beaumont, TX 77701
St. Mark's Medical Center
One St. Mark's Place
LaGrange, Texas 78945
Carlos Zaffirini Jr.
Adelanto HealthCare Ventures, L.L.C.
401 W. 151h Street, Suite 840
Austin, TX 78701
and:
Charles Luband
Dentons US LLP
1221 Avenue of the Americas
New York, NY 10020-1089
5.3 Relationship Between the Parties. The relationship between the
Governmental Entity 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.
5.4 Venue and Governing Law. Each party to this Agreement hereby agrees and
acknowledges that venue and jurisdiction of any suit, right, or cause of action
arising out of or in connection with this Agreement shall lie exclusively in
Jefferson County, Texas, and the parties hereto expressly consent and submit
to such jurisdiction. Furthermore, except to the extent that this Agreement is
governed by the laws of the United States, this Agreement shall be governed
by and construed in accordance with the laws of the State of Texas, excluding,
however, its choice of law rules. The Affiliated Hospital understands that the
Governmental Entity is a political subdivision of the State of Texas and
governed by certain statutes applicable thereto.
5.5 Assignment. No party may assign any right, obligation, or responsibility
under this Agreement except to a successor in interest.
5.6 Third Party Beneficiaries. The parties to this Agreement do not intend to
establish any third party beneficiary relationship by virtue of this Agreement.
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7378090_2.DOC
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date(s) set forth below.
City of Beaumont, Texas
By:
Printed Name:
Title:
Date:
St. MaAc's,MedjW Center
Printed Name:
Title:
Date:
7378090_2.DOC