1997-07A Addendum to Providence Lease AgrmtC-/QI/7-07A
ADDENDUM TO LEASE AGREEMENT
August 20, 2003
This addendum is made and entered into by and between the KODIAK ISLANDBOROUGH, a municipal corporation of the State of Alaska (hereinafter referred to asKIB") and PROVIDENCE HEALTH SYSTEM- WASHINGTON (formerly known asSistersofProvidenceinWashington) d/b/a PROVIDENCE HEALTH SYSTEM INALASKA, a Washington non-profit corporation (hereinafter referred to as "Providence").For the purposes of this addendum "Providence" includes Providence Alaska MedicalCenterandProvidenceKodiakIslandMedicalCenter.
Purpose:
This Addendum is entered into between "Providence" and "KIB" in support of continuedassesstohospitalserviceswithintheKodiakIslandBorough.
Agreement:
In consideration of the mutual covenants contained herein, and each of the partiesintendingtobelegallyboundhereby, it is mutually agreed as follows
This is an Addendum to the Lease Agreement dated April 21, 1997:
a) "Providence" shall make rent payments to "KIB" during the term of the Lease asdescribedinsection6.1 MONTHLY LEASE PAYMENT SCHEDULE. For theLeaseYearcommencing ~"Providence" shall pay an additional leasepaymentof$I,300,000 for use of the hospital facilities owned by "KIB".
b) Unless otherwise agrt:ed by the parties, "Providence" will make the additionalleasepaymentasasinglepayment, without demand and without setoff, priornoticeordemand, at a location designated by the Borough.
c) Thirty (30) days prior to the commencement of each subsequent lease year,Providence" and "KIB" will negotiate the additional lease payment for thefollowingyear. "Providence's" obligation to make any additional lease paymentsto "KIB" shall be null and void and "KIB" agrees to waive any and all of it'srights (if any) to receive any such additional lease payments from "Providence"upon the occurrence of any or all of the following:
1. Upon "Providence" dissolution, if no successor corporation is organized for atleastthirtydaysthereafter;
2. Upon the loss by "Providence" of any license or certification required by StateorFederalLaworRegulationstooperateahospitalinKodiak, Alaska;
3. Upon bankruptcy, insolvency or receivership of "Providence";
Page I of2 SC~D
Date~ig~
4. In the event "Providence", in its sole discretion, fails to obtain
disproportionate share funding from the Department of Health and Social
Services, State of Alaska sufficient to fund the full-value of the lease payment
described in section (a) of this addendum; or
5. In the event "Providence" Medicare revenue declines by more than 50 percent
from one year to the next.
6. In the event that KIB fails to make payments required to Providence Kodiak
Island Medical Center or Providence Alaska Medical Center pursuant to the
terms and conditions of the Intergovernmental Agreement dates as of the same
date hereof.
In Witness whereof the parties have respectively executed this Addendum the day and
year written below.
PROVIDENCE HEALTH SYSTEM-
W AS)Q~. N d/b/a PROVIDENCE
HE...a TH YS M IN ALASKA
r
KODIAK ISLAND BOROUGH
By:BY:~O h{J; ~~&OY'-
Title: AI Parrish VP/CEO Providence
Health System - Alaska
Title: M- d. N G. j t:J r-
Date: August 20, 2003_Date: q - r \ - 0 :~
llle6f.' ~tldtaa ~+J
fDoFOUjA (!/e:.rK
Page 2 of2
Providence I Kodiak Island
Medical Center
q7-D7
ppLcmf~
RECEIVED
MAR I 8 2003
KIB MANAGER
Critical Access Hospital
Community Education Plan
1. The principal effort to educate and involve the community of Kodiak in
discussions and decisions regarding the role an~ responsibilities of the Kodiak
Island Borough and the Providence Kodiak Island Medical Center in providinghealthcareservicesshallinclude, but not limited to:
a. Monthly meetings of the Providence Health System Kodiak Island ServiceAreaBoard. These meetings include both public and closed executive
seSSIOns.
b. Joint meetings and work sessions of the Providence Health System KodiakServiceAreaBoardandtheKodiakBoroughAssembly. These meetingsoccurasnecessary.
c. The utilization of media available to the general public, such as newspaperandradio.
2. The times of these meetings and public announcement are a matter of public record inboththegoverningbodies' minutes and in the Public Information files at PKIMC.
3"'1~-o.3
Date:
c-),-::
yL/'-Donald Rush ..
Providence Kodiak Island Medical Center CEO
13)Q3
D e: /
C /0/11,01
Am eYUifflenf
ADDENDUM TO LEASE AGREEMENT
This addendum is made and entered into by and between the KODIAK ISLAND
BOROUGH, a municipal corporation of the State of Alaska (hereinafter referred to as
KIB") and PROVIDENCE HEALTH SYSTEM-WASHINGTON (formerly known as
Sisters of Providence in Washington) d/b/a PROVIDENCE HEALTH SYSTEM IN
ALASKA, a Washington non-profit corporation (hereinafter referred to as "Providence").
For the purposes of this addendum "Providence" includes Providence Alaska Medical
Center and Providence Kodiak Island Medical Center.
Purpose:
This Addendum is entered into between "Providence" and "KIB" in support of continued
assess to hospital services within the Kodiak Island Borough.
Agreement:
In consideration of the mutual covenants contained herein, and each of the parties
intending to be legally bound hereby, it is mutually agreed as follows
This is an Addendum to the Lease Agreement dated April 21, 1997:
a) "Providence" shall make rent payments to "KIB" during the term of the Lease as
described in section 6.1 MONTHLY LEASE PAYMENT SCHEDULE. For the
Lease Year commencing ~"Providence" shall pay an additional lease
payment of$I,300,000 for use of the hospital facilities owned by "KIB".
b) Unless otherwise agreed by the parties, "Providence" will make the additional
lease payment as a single payment, without demand and without setoff, prior
notice or demand, at a location designated by the Borough.
c) Thirty (30) days prior to the commencement of each subsequent lease year,
Providence" and "KIB" will negotiate the additional lease payment for the
following year. "Providence's" obligation to make any additional lease payments
to "KIB" shall be null and void and "KIB" agrees to waive any and all of it's
rights (if any) to receive any such additional lease payments from "Providence"
upon the occurrence of any or all of the following:
1. Upon "Providence" dissolution, if no successor corporation is organized for at
least thirty days thereafter;
2. Upon the loss by "Providence" of any license or certification required by State
or Federal Law or Regulations to operate a hospital in Kodiak, Alaska;
3. Upon bankruptcy, insolvency or receivership of "Providence";
Page 1 of2
j
4. In the event "Providence", in its sole discretion, fails to obtain
disproportionate share funding from the Department of Health and Social
Services, State of Alaska sufficient to fund the full-value of the lease payment
described in section (a) of this addendum; or
5. In the event "Providence" Medicare revenue declines by more than 50 percent
from one year to the next.
6. In the event that KIB fails to make payments required to Providence Kodiak
Island Medical Center or Providence Alaska Medical Center pursuant to the
terms and conditions of the Intergovernmental Agreement dates as of the same
date hereof.
In Witness whereof the parties have respectively executed this Addendum the day and
year written below.
Page 2 of2
KODIAK ISLAND BOROU
By:
Title: ~ ()yCp~
av W'rl s: C~/sor./~ ~
lmj-r: (jad'i~ O./J~~
I,goro",,~ e/e/i< -C --
J'j A
Amendment "A"
Hospital Contract
This amendment to the Lease Agreement by and between Kodiak Island Borough (KIB) and Providence
Health System - Washington d/b/a Providence Health System in Alaska, a Washington non-profit
corporation (hereinafter referred to as "Providence") is made as an Amendment to the Lease Agreement
between the parties. This amendment is hereby incorporated into that Agreement by reference and
supercedes any provisions of that Agreement that are contrary to this Amendment. Except as modified
by this and other Amendments, the Lease Agreement remains in full force and effect.
Section 34 of the contract is deleted and replaced as follows:
34.1 Governance: The overall management and control of the Hospital will rest with Providence
Alaska Region Board. It is anticipated that two KIB residents will be eligible to participate as voting
members on this Board. One member shall be appointed from the hospital medical staff and one
member shall be a lay person from the community.
34.2 An advisory Board meeting the requirements of 7 MC 13.030(a) will be appointed by
Providence to provide input to the hospital staff, the medical staff, and Providence Alaska Region Board
about the concerns of the community regarding the operation of the Hospital and to undertake the
responsibilities set out at 7 MC 13.030(b) and (c). One KIB Assembly member shall be appointed by
Providence as a full voting member of the advisory board, and Providence shall give KIB the opportunity
for review and comment before appointments to the advisory board are made. Providence shall keep the
advisory updated with respect to matters of Hospital policy and the relationship of the Hospital to the
community and surrounding areas which it serves.
tRQ{
EFFECTIVE DATE of this Agreement is brl1e.,. iL, 2002
Its: 1Sc~o \J~ k w-.. ~J,.,o..~e."'-
Borough Mager, Kodiak Isl d Borough ealth System - Alaska
Kodiak Island Borough:
By: ~A!~ ~~cN--
Pat Carlson
Date: f)\ o..t"~ lA. t :lOa ~Date:
Address:Address:
Kodiak Island Borough Providence Health System in Alaska
710 Mill Bav Road 3200 Providence Drive
Kodiak, Alaska 99615 Anchora e Alaska 99519
Attest:
B~C~~)
97-tJ7 A
i9-8tJ
Amendment "B"
Mental Health Center Contract
This amendment to the Lease Agreement by and between Kodiak Island Borough (KIB)
and Providence Health System - Washington d/b/a Providence Health System in
Alaska, a Washington non-profit corporation (hereinafter referred to as "Providence") is
made as an Amendment to the Lease Agreement between the parties. This amendment
is hereby incorporated into that Agreement by reference and supercedes any provisions
of that Agreement that are contrary to this Amendment. Except as modified by this and
other Amendments, the Lease Agreement remains in full force and effect.
1. Section 18 of the contract is deleted and replaced as follows:
18.1 Governance: The over all management and control of the Mental Health
Center will rest with Providence Alaska Region Board.
18.2 An Advisory Board meeting the requirements of 7 MC 71.030(a) will be
appointed by Providence to provide input to the Mental Health Center staff and
Providence Alaska Region Board about the concerns of the community regarding the
operation of the Mental Health Center and to undertake the responsibilities set out at
7 MC 71.030(c) and (d). One KIB Assembly member shall be appointed by
Providence as a full voting member of the advisory board, and Providence shall give
KIB the opportunity for review and comment before appointments to the advisory
board are made. Providence shall keep the advisory board updated with respect to
matters of mental health center policy and the relationship of the Mental Health
center to the community and surrounding areas which it serves.
2. Sections A.4 and A.5 of Amendment A to the contract are deleted and replaced with
a new section A4 as follows:
A.4 No less than annually, Providence shall prepare a statement of revenue and
expenses for the Kodiak Community Mental Health programs. Any deficits related to
operating these programs shall be deducted from the net income generated by the
hospital before calculating the KIB/Providence split. In the event that there are
insufficient funds generated by the hospital operations to support the Kodiak
Community Mental Health programs in any given year, the liability shall accrue
against the succeeding years net income from hospiti:il operations.
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I!'
EFFECTIVE DATE of this Agreement is January, 2002
Kodiak Island Borough:
PROVIDENCE HEAL
WASHINGTON ro
Health Syste .
By: p~ ~ ~fYV---
Pat Carlson
Its: ~t'1V1t~R N\~
Borough Ma ager, Kodiak Isla Borough
Date: -.L!) a.. "Co" ll, .200 ~
Address:Address:
Kodiak Island Borough Providence Health Svstem in Alaska
710 Mill Bav Road 3200 Providence Drive
Kodiak. Alaska 99615 Anchorage. Alaska 99519
Attest:
Borough Cler L ce.pU~ }
pvfe0
YRfFctl-/38
c, 7-07 II
MENTAL HEALTH SERVICES
TIllS AGREEMENT is entered into by and between the Kodiak Island Borough, Alaska
Borough") and Sisters of Providence of Washington, dba Providence Health Systems of
Alaska ("Contractor") for the purpose of setting forth terms and conditions pursuant to
which the Contractor shall be contracted to provide mental health services.
WITNESSETH
Section 1. INTENT OF AGREEMENT. The Contractor is hereby contracted to
provide a Mental Health in Schools Program as described in the attached collaborative
plan and fulfill all of the mental health services required by the attached grants from the
State of Alaska Department of Health and Social Services for community mental health
support program services. Contractor agrees to be bound by the terms and conditions of
the attached collaborative plan and grants.
Section 2. SCOPE OF WORK. During Fiscal Year 1998, the Contractor will provide
the staffing required to deliver the services specified in the mental health in the schools
collaborative plan and the grants from the State of Alaska. The Contractor will complete
all documentation, billing and reporting as specified. The Borough will submit the
appropriate billings when completed by the Contractor and pass the receipts through to
the Contractor. Contractor acknowledges that documentation which is untimely or
incomplete may jeopardize or delay payments to the Contractor. Any disallowed
expenses will accrue to the Contractor.
During Fiscal Year 1999, the Contractor will provide the staffing required to deliver the
services specified in the Mental Heath in the Schools collaborative plan. State grants will
be managed directly between the Contractor and the State with no Borough involvement.
A monthly activity report of all activities of the Contractor will be submitted to the
Borough Mayor by the lOth day following the end of each month.
Section 3. TERM. Unless earlier terminated, this Agreement will remain in effect
beginning January 2, 1998 and ending June 30, 1999.
Section 4. COMPENSATION. As compensation for all services rendered under this
Agreement, Contractor shall be paid $33,300 per month by the Kodiak Island Borough
for the school program and all funds billed and received from the applicable state grants
for the term of this Agreement. Said compensation shall be paid in equal installments of
33,300 on the first day of each month from January, 1998 through June, 1999. In
addition, all state funds will be paid within five days of receipt from the State of Alaska.
Mental Health in Schools Agreement
Page 2 of2
IN WITNESSETH WHEREOF the parties have executed this Agreement on this
day of JJlhM'Vl<l~r, 1997.
ATTEST:
KODIAK ISLAND BOROUGH
0.uL~.fA-
Borough Crerk
J 7 / .)711 ,
AMENDMENt A
This amendment to the Lease Agreement by and bcmveen KODIAK lSLANV
BOR.OUGH (KlB) and thp. SJST~RS OF PROVIDRNCE IN WASHINGTON d/b/a
PROVIDENCE HEAl.TR SYSTEM IN ALASKA, a Washington non-profit corporation
hereinafter referred to as "Providence) is madt: (lS I1Il.-'\1uCIJJJueut to the Lease
Agreement between the parties. This Amendment is hereby incorporated into that
Aereement hy reference and supersedes any provisions of that Ail'CCmcnt that are
contrary to this Amendment. EKcept as modified by this and other Amend,nents. the
Lc~c: A~~UlCUl U::U1i:Li.u.S in full force 8.nd df~t.
Community Mental Health Center
A.t. Providence Health System in AlasIca (PHSA)) at its 9010 discr~on) shall establish
a community mental health program that will provide mental hwlh lUJ.U
behavioral medicine services to the community of K.odiak Island.
A.2. PHSA sha.l1 operate its Kodiak Community Mental Health programs in
accordance ",1th tht: PHSA ll1i~:>iuu 41ud valU~5.
A.J. PHSA shall have full accountability for the operations. billinR. staffing, etc. of the
Kodiak Community Mental Health programs.
A.4. No less than annually, PHSA shall preparc,a statement otrevenue and exp~~:;
for the Kodiak Community Mental Health programs. Any deiicits related to
operating these programs shlllll bf. the re~pon~ihiHty ofKIB. payable VIt'ithin 45
days of the end ofthc fisolll YClU'. KIB ~h3l1 have the right to u;e its portion of the
net protlts generated by the hospital Wi tk::il:ribW ill ~tiOJl 8.2 of this agttement
to support deficits related to the Kodiak COn1IIlUIUt)' Mental Health programs. In
the event tM'r th6'ft are in~llfficient funds icoel'ated by the hospital operations to
support the Kodiak Comm\1tlity Mental Health programs in any given ye~r.; KTR ~~
liability shall accrue agaimJt the VllJceeding years 11~ profits from h03pital
operation.,. If there are insufficient funds from hospital (\perations to support
KIR's liability related to the Kodiak Commu.'1ity Mental Health programs tor two
consecutive yeatS, KlB shall be required 10 r~imhl1r~1! ?HSA in full for all detlcits
uubtaudillS within 45 days of the end of the second fiscal year.
A.S. In recoanition that 1GB will be accountable for tinancial shortfalls related to the
commwity mental health proerllm~. PH~A :mall present the mental health
prosram operating budget toKIB annually for its review and approval. At A
minimum of once per quarter) PHSA sballl'epolt the a.ch1a1 financial pcrfonnanoe
of the mental health programs to KJH.
1
A6. PHSA shaH maintain separate accounting l~c()rds and financial statements for the
Kodiak Community Mental Health programs and shall provide KIB wilh lIle
Kodiak Community MMtal Health proarams' year-end financial statements.
A.7. .KlB warrants by PHSA t:l;llWlhhing new Kodiak Community M~ntal Health
proarams and by entering into this agreement for KIB lU Wive fillan<;ial
accollntahility for the PHSA Kodiak Community Mental Health programs does
not breach on)' commitments or responsibi1itie~ of KIB under prior ~,
including but nolliwit~ to financing and employment agreements, and thllt TOR
shall defend and hold l'HSA harmless for any c1aiIw, liabilities and OKpcn5es
Rri~ing from or in any wa}' related to any prior agreements otKlB.
A.S. TIle l\:1'1U$ of this Am,nd,m..."'flt shall continue to the exteont PHSA operates
Community Mental Health progrm~ ill Kodiak. At an)' time either KlB or PHSA
may terminate this Amendment by one year's written notice tu the: other pArty.
This Amendment shl\l1 terminate one year from the date of such notice without
further action by either party and shall be of no fllrther force and effcd other than
to perform any obligation w\:UJ(~d but not paid prior to the termination.
SIGNATuneS:
SISTERS OF PROVIDENCE IN WASHINo'rON
dlbia Pr~vidQnce Kodiak Island MAdical Cen
Bv=_
Douglas A AnJra
Ita: Chief E>c~nlJtivo
ovidence Health SySlem in Alaaka
Peter Bigelow
Vice President - Health Care Operations
Washington/Alaska
Date:
KODIAK ISLAND BOROUGH
o~
7t! .~~
Its: Borough Mayor ~\
Kodh:lk. Island Dorough
nAta: _~( Ii 7
ATTEST:
1&~P-:;~t"-1
Tina Seelinger, Acting Borough Clerk