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Schedule of Exhibits and Attachments
Exhibit A
Statement
of Work
Exhibit B Loan Agreement
Exhibit C Promissory Note
Exhibit D Management
Reports
Exhibit E Health
Care Services Amount and Administrative Services Amount for the First
Contract Year; Trauma Subsidy (Excludes School Health Services, Other
Miscellaneous Health Services and Corrections Health Care Services)
Exhibit F School
Health Services Amount
Exhibit G Corrections
Services Amount
Exhibit H Lease/Sublease
Exhibit I Estimated Total Amount Payable Under the Agreement
STATEMENT OF WORK (EXHIBIT A)
1. Target Population
Persons will be eligible for the D.C. Healthcare
Alliance program (the "program") if they meet the following
criteria (the "Eligible Uninsured"):
- District of Columbia resident;
- Lacks third party insurance; and
- Family income equal to or below 200% of the
federal poverty level.
The Contractor shall enroll eligible individuals
(the "enrolled Eligible Uninsured") in the program.
2. Cultural and Linguistic Competence
2.1 The Contractor shall
develop a cultural competency plan (the "Cultural Competency
Plan") based on the following assumptions:
-
Only culturally competent
practitioners and administrators working within a culturally
competent system of care can ensure both culturally competent
assessment and provision of appropriate health care services;
-
Cultural, ethnic, and
linguistic diversity enhances the personal and professional
experiences of all stakeholders;
-
Services must be
geographically, temporally, physiologically, culturally, and
linguistically accessible;
-
Culturally specific data on
prevalence, incidence, utilization and outcomes must guide system
level service design;
-
The imperatives of safety
and permanence are common to all populations;
-
There may be a significant
diversity of response to treatment modalities among ethnically
diverse individuals; and
-
A community based,
culturally competent, prevention and early intervention focused
system of care facilitates high quality, cost-effective outcomes.
2.2 The Cultural Competency Plan shall be
submitted to the Authority within three (3) months of the award of the
contract and submitted annually (on the anniversary date of the contract
award) thereafter.
2.3 The Cultural Competency Plan shall address,
and the Contractor shall function according to, a cultural competence
philosophy through which the Contractor will monitor and evaluate
cultural appropriateness of outreach and interventions, identify
opportunities for improving effectiveness and access, establish
initiatives to accomplish agreed upon opportunities for improvements and
monitor resolution of problem areas. Contractor's Cultural Competency
Plan is an ongoing process that shall span every aspect of program
operation.
3. Services to be Performed by the Contractor
The Contractor shall be required
to provide health care services in the amount, duration and scope of
health care services previously provided by the PBC unless otherwise
specified by the Authority or any designee or assignee thereof. Generally,
the Contractor shall not be required to provide any health care services
that were not previously provided by the PBC, except (i) as specified
herein, (ii) as directed by the Authority or the District pursuant to the
terms of the Agreement, or (iii) as otherwise agreed upon by the Parties.
4. Health Care Services
The Contractor shall deliver to
enrolled Eligible Uninsureds the following health care services
("Health Care Services"):
4.1 Community Based Primary Care Services
The Contractor shall initially
maintain and manage no more than the six (6) neighborhood health centers
that are currently managed by the Public Benefit Corporation (the "PBC").
After conducting a comprehensive assessment of all available primary
care services and ensuring that accessibility to primary care services
will not be constrained the Contractor may recommend to the Authority
the closure, consolidation or relocation of neighborhood health centers.
4.2 Inpatient Hospital Services
4.2.1 The Contractor shall
provide all necessary inpatient hospital services and all other
ancillary and support services needed during an inpatient
hospitalization, consistent with the level and scope of services, as
evidenced by diagnosis-related groups ("DRGs"), provided by
the PBC or by Greater Southeast Community Hospital at any time during
the twenty-four (24) months prior to the execution of this Agreement.
4.2.2 The Contractor shall facilitate the return
of hospitalized patients to the primary care system upon discharge
from the hospital.
4.3 Emergency Room Services and Trauma Care
4.3.1 The
Contractor shall provide comprehensive emergency room care at Greater
Southeast Community Hospital consistent with the level and scope of
emergency room services provided by the PBC.
4.3.2 The Contractor shall provide on-site at
the current DC General Hospital location an emergency room that
operates 24 hours per day, 7 days per week.
4.3.3 Contractor shall ensure that necessary
follow-up care at the most appropriate level is made available to all
enrolled Eligible Uninsureds who are treated and released from
emergency room care.
4.3.4 The Contractor shall be responsible for
ensuring the provision of trauma services to enrolled Eligible
Uninsureds consistent with the trauma services that were provided at
D.C. General during the twelve (12) month period immediately preceding
the date this Agreement is executed ("Comparable Trauma
Services"). The Contractor shall arrange for the provision of
such Comparable Trauma Services on-site at D.C. General Hospital until
the cessation of inpatient services at D.C. General Hospital, and
subsequently on-site at the Contractor's primary hospital site at
Greater Southeast Community Hospital.
4.3.5 Contractor shall initiate Comparable
Trauma Services at Greater Southeast Community Hospital no later than
August 31, 2001, and maintain such Comparable Trauma Services for the
duration of the Agreement; provided, however, that if Contractor is
unable to initiate such Comparable Trauma Services at Greater
Southeast Community Hospital by August 31, 2001, Contractor shall
ensure the availability of such services through agreements with other
providers within the District of Columbia.
4.3.6 From and after the initiation by
Contractor of Comparable Trauma Services at Greater Southeast
Community Hospital, the Authority shall provide an annual subsidy to
Contractor for the maintenance of such Comparable Trauma Services at
Greater Southeast Community during the term of the Agreement, in an
amount as specified in the Agreement.
4.4 Ambulatory Care Services
The Contractor shall ensure the provision of
all specialty and subspecialty ambulatory care consistent with the level
and scope of services provided by D.C. General Hospital as set forth in
Attachment 4.4.
4.5 Dentistry
The Contractor shall provide comprehensive
diagnostic, preventive, therapeutic and emergency dental services to
adults and children on an inpatient and outpatient basis in the same
scope provided by the PBC, as described more specifically in Attachment
4.5.
At a minimum the Contractor shall provide:
- Twenty-four hour emergency maxillofacial
services, including structures, by a team of maxillofacial surgeons
and dental staff;
- Comprehensive general dentistry services to
medically compromised patients with special needs and patients
referred for oral health problems;
- Diagnostic, preventive and therapeutic
periodontal services;
- Comprehensive pediatric dental services for
all children;
- Ambulatory adult and pediatric anesthesia
during complex dental procedures;
- Maxillofacial prosthodontics for patients
requiring oral facial reconstruction and prosthesis;
- Endodontic services necessary to support the
restorative treatment of patients; and
- Comprehensive dental services for oncology
patients.
4.6 Pharmacy Services
The Contractor shall be responsible for the
acquisition, dispensing, tracking, reporting and administering a
pharmaceutical program for the enrolled Eligible Uninsureds.
4.7 Mental Health and Substance Abuse Services
4.7.1 Although the Contractor is not
responsible either programmatically or financially for mental health
care or substance abuse services for the enrolled Eligible Uninsured,
the Contractor shall develop a coordination plan that ensures that
enrolled Eligible Uninsureds with mental health and substance abuse
issues have timely access to the mental health and substance abuse
services provided by the District.
4.7.2 The Contractor shall ensure that
appropriate referrals are made for the provision of medical
detoxification services for enrolled Eligible Uninsureds requiring
such services in an acute care hospital setting.
4.8 Long Term Care and Long Term Rehabilitation
Although the Contractor is not
responsible either programmatically or financially for long term care
and long-term rehabilitation services for the enrolled Eligible
Uninsured, the Contractor shall develop and implement a coordination
plan that ensures that the enrolled Eligible Uninsured have timely
access to long-term care and long-term rehabilitation.
5. Administrative Services
The Contractor will perform the
following administrative services with respect to the Health Care Services
provided to the enrolled Eligible Uninsured and the other health services
provided to other categories of individuals pursuant to this Agreement
(the "Administrative Services"):
5.1 Enrollment and Eligibility
5.1.1 The Contractor shall enroll eligible
individuals in the program.
5.1.2 Eligibility for the program will be
determined using the following criteria:
- District of Columbia resident;
- Lacks third party insurance; and
- Family income equal to or below 200% of
the federal poverty level.
5.1.3 Homeless persons and undocumented
aliens will be assigned the address of
the neighborhood health center closest to them as their DC address.
5.1.4 Once determined eligible, an individual
will have continuous and ongoing eligibility unless the individual:
- gains insurance coverage;
- changes permanent residence to a non DC
address;
- fails to provide verification documents
requested in the time frame described below; or
- earns an income above 200% of the federal
poverty level.
5.1.5 It is expected that Contractor's staff
will regularly assess the following for each enrolled Eligible
Uninsured that presents for Health Care Services:
- Current residency;
- Proof of identity; and
- Status of pending insurance application
(Medicaid, Medicare, other 3rd party) or initiation of application
if one has not been done.
5.1.6 Enrolled Eligible Uninsureds may be
required to sign a certification with
each visit attesting to the validity of the information provided. If
it is later determined by the Authority that the information provided
is untrue, the case will be reported to Department of Health, which
will notify the fraud and abuse unit of the District's Office of the
Inspector General. However, any such report or finding shall not
affect payments to Contractor from the Authority.
5.2 User Registration
5.2.1 The Contractor shall develop a database
of enrolled Eligible Uninsureds that will include each person's name,
age, sex, date of birth, social security number, place of residence,
other relevant demographic information, as available, and detailed
cost and utilization data.
5.2.2 The Contractor' shall develop policies
and procedures and informational forms that describe the enrollment
and registration process and shall make such information readily
available to potential Eligible Uninsureds.
5.2.3 The Contractor must enroll uninsured
persons who meet the eligibility requirements and who present for care
through this program regardless of race, color, creed, religion, age,
sex, income status (provided that such person's income is equal to or
less than 200% of the federal poverty level), national origin,
ancestry, marital status, sexual orientation, health status, physical
or mental handicap or anticipated need for health care.
5.3 Identification Cards
5.3.1 The Contractor shall issue
identification cards or use other mechanisms to facilitate the access
of enrolled Eligible Uninsureds to needed services and the appropriate
tracking of their utilization of services.
5.3.2 The Contractor shall use best efforts
to verify the identity of the person requesting health care services
prior to delivering such services, except when an enrolled Eligible
Uninsured presents for service with a life threatening emergent
condition.
5.4 Third Party Liability
Individuals who are determined to have or be
eligible for other third party resources will not be eligible to receive
Health Care Services under this program. In such case, the Contractor is
expected to provide necessary services and submit invoices to such other
appropriate payer for reimbursement.
5.5 Medicaid Eligibility
5.5.1 The Contractor shall screen each
individual presenting for health care services under this contract for
Medicaid eligibility. If an individual is determined
to be Medicaid eligible, the Contractor will refer the individual to
the Income Maintenance Administration.
5.5.2 The Income Maintenance Administration
will assign two (2) out-stationed eligibility workers to the
Contractor for purposes of determining Medicaid eligibility. The
Contractor shall determine the placement of such eligibility workers.
5.6 Provider Services
5.6.1 Contractor shall provide provider
services functions at least during regular business hours (9:00 am. to
5:00 p.m., Monday through Friday). Provider services functions
include, but are not limited to, the following:
- Assisting providers with questions
concerning patient eligibility status.
- Assisting providers with Contractor prior
authorization and referral procedures.
- Assisting providers with claims payment
procedures and handling provider complaints.
- Facilitating transfer of patient medical
records among medical providers, as necessary.
- Developing a process to respond to
provider inquiries regarding current enrollment.
- Developing a process to identify for
providers all enrolled Eligible Uninsureds who have selected or
been assigned to them for primary care.
5.6.2 The Contractor must make available to all
enrolled Eligible Uninsureds, upon request, a manual identifying the
primary, specialty care, and ancillary care providers participating in
the program.
5.6.3 The Contractor must develop a provider
training and education plan that ensures ongoing compliance with the
requirements of this program, including, but not limited to:
- Well child care services training for any
providers who serve patients age twenty-one (21) and under.
- Identification and appropriate referral
for mental health and substance abuse services.
- Sensitivity training on diverse and
special needs populations.
- Cultural competence.
- Administrative processes that include, but
are not limited to, coordination of benefits, dual eligibles, and
encounter reporting.
5.7 Provider Network
The Contractor shall establish
and maintain an adequate provider network to serve the enrolled Eligible
Uninsured population in a timely manner. The provider network shall
include, but not be limited to: hospitals, specialty clinics, trauma
centers, community clinics, facilities for high-risk deliveries and
neonates, medical and surgical specialists, dentists, orthodontists,
physicians and pharmacies for dispensing drugs provided by the
Department.
5.8 Network Composition
5.8.1 The Contractor shall ensure that its
provider network is adequate to provide the enrolled Eligible
Uninsured with appropriate access to quality care through
participating professionals, in a timely manner, and without the need
to travel excessive distances. Upon the request of the Authority, the
Contractor shall supply to the Authority geographic access maps
detailing the number, location and specialties of the providers in
their provider network in order to verify accessibility of providers
within their network. The Authority may require additional numbers of
primary care physicians, specialists and ancillary providers should it
be determined that geographic access is not adequate. The Contractor
must make all reasonable efforts to honor a patient's choice of
providers in the network.
5.8.2 The Contractor shall:
(i) Make available to every enrolled Eligible
Uninsured a choice of at least two (2) appropriate PCPs whose
offices are located within a travel time no greater than thirty (30)
minutes from the enrolled Eligible Uninsured's home. This travel
time is measured via public transportation.
(ii) Enrolled Eligible Uninsureds may, at
their discretion, select PCPs located further from their homes.
(iii) Ensure an adequate number of
pediatricians to permit all enrolled Eligible Uninsureds who want a
pediatrician as a PCP to have a choice of two (2) for their
child(ren) within the travel time limits (30 minutes).
(iv) Ensure access to Certified Registered
Nurse Practitioners ("CRNP") in situations where the CRNP
is designated as a PCP.
(v) Offer enrolled Eligible Uninsureds
freedom of choice in selecting a PCP.
At a minimum, the Contractor must have or provide
one (1) full-time equivalent (FTE) PCP who serves no more
than Two Thousand (2,000) enrolled Eligible Uninsureds. The
number of enrolled Eligible Uninsureds assigned to a PCP should be
decreased by the Contractor if necessary to maintain the appointment
availability standards set forth in Section 5.11 below.
(vi) Work with the Authority to avoid a PCP
having a caseload or medical practice composed predominantly of
enrolled Eligible Uninsured. In addition, Contractor shall organize
its PCP sites so as to ensure continuity of care to enrolled
Eligible Uninsureds, and the Contractor shall assign a specific PCP
within the site for each enrolled Eligible Uninsured. The Contractor
may apply to the Authority for a waiver of these requirements on a
site-specific basis, and the Authority may waive these requirements
for good cause demonstrated by the Contractor.
(vii) Demonstrate its ability to provide
appropriate access to physician specialists for PCP referrals, and
must employ or contract with adult and pediatric specialists in
sufficient numbers to ensure that specialty services are made
available in a timely, geographically, and physically accessible
manner, particularly for those enrolled Eligible Uninsured in
special needs populations. The Contractor must ensure a choice of at
least two (2) appropriate specialists for each enrolled Eligible
Uninsured.
(viii) Ensure that ER staff and physicians
know the procedures for reporting suspected abuse and neglect.
5.8.3 The Contractor must limit its PCP network
to appropriately qualified providers:
(i) At least seventy-five percent (75%) of
the Contractor's network shall consist
of PCPs who have completed an approved
primary care residency in family medicine, osteopathic
general medicine, internal medicine or pediatrics; and
(ii) No more than twenty-five percent (25%) of
the Contractor's network shall consist
of PCPs without appropriate residencies but
who have, within the past five (5) years, post-training clinical
practice experience in family medicine, osteopathic general
medicine, internal medicine or pediatrics.
5.8.4 The Contractor must inspect the office
of any PCP or dentist who seeks to participate in the Contractor's
provider network (excluding offices located in hospitals) to determine
whether the office is architecturally accessible to persons with
mobility impairments. Architectural accessibility means compliance
with ADA accessibility guidelines with reference to parking (if any),
path of travel to an entrance, and the entrance to both the building
and the office of the provider, if different from the building
entrance. The Contractor shall use best efforts to ensure that a
sufficient number of PCPs and dentists in the Contractor's provider
network have offices or facilities that are accessible to persons with
mobility impairments.
5.8.5 The Contractor shall ensure that all
laboratory testing sites providing services have either a Clinical
Laboratory Improvement Amendment ("CLIA") certificate of
waiver or a certificate of registration along with a CLIA
identification number in accordance with CLIA 1988. Those laboratories
with certificates of waiver will provide only the eight (8) types of
tests permitted under the terms of their waiver. Laboratories with
certificates of registration may perform a full range of laboratory
tests.
5.9 Provider Agreements
5.9.1 The Contractor shall have written provider
agreements with a sufficient number of providers to ensure enrolled
Eligible Uninsured appropriate access to all medically necessary
services consistent with the scope and level of services provided by
the PBC.
5.9.2 The Contractor shall include a
provision in all provider agreements which states that the PCPs who
serve enrolled Eligible Uninsureds under the age of twenty-one (21)
are responsible for conducting all well child care for individuals on
their panel under the age of twenty one (21). Should the PCP be unable
to conduct the necessary well child care, the PCP is responsible for
arranging to have the necessary well child care conducted by another
network provider and ensuring that all relevant medical information,
including the results of the well child care, is incorporated into the
enrolled Eligible Uninsured's PCP medical record.
5.9.3 The Contractor shall not discriminate
with respect to participation, reimbursement, or indemnification as to
any provider who is acting within the scope of the provider's license
or certification under applicable State law, solely on the basis of
such license or certification. This paragraph must not be construed to
prohibit Contractor from including providers only to the extent
necessary to meet the needs of the enrolled Eligible Uninsured or from
establishing any measure designed to maintain quality and control
costs consistent with the responsibilities of the Contractor.
5.9.4 Both the Contractor and providers shall
demonstrate cultural competency and understand that cultural
differences between providers and the enrolled Eligible Uninsured
cannot be permitted to present barriers to accessing and receiving
quality health care; providers must demonstrate the willingness and
ability to make the necessary distinctions between traditional
treatment methods and/or non-traditional treatment methods that are
consistent with the enrolled Eligible Uninsured's cultural background
and which may be equally or more effective and appropriate for the
particular enrolled Eligible Uninsured; and providers must demonstrate
consistency in providing quality care across a variety of cultures.
For example, language, religious beliefs,, cultural norms,
social-economic conditions, diet, etc., .may make one treatment method
more palatable to an enrolled Eligible Uninsured of a particular
culture than to another of an differing culture.
5.10 Primary Care Practitioner (PCP)
Responsibilities
5.10.1 The Contractor must have written
policies and procedures for assigning every enrolled Eligible
Uninsured to a PCP. The PCP shall serve
as the enrolled Eligible Uninsured's initial and most important
point of contact regarding health care needs. As
such, PCP responsibilities shall include,
at a minimum:
(i) Providing primary and preventive care
and acting as the enrolled Eligible
Uninsured's advocate by providing, recommending
and arranging for care.
(ii) Documenting all care rendered in a
complete and accurate encounter record that meets or exceeds the
Authority's data specifications.
(iii) Maintaining continuity of each enrolled
Eligible Uninsured's health care.
(iv) Making referrals for specialty care
and other medically necessary services.
(v) Maintaining a current medical record
for the enrolled Eligible Uninsured, including documentation of all
services provided to the enrolled
Eligible Uninsured by the PCP, as well as any specialty
or referral services.
(vi) Referral and collection of referral
data for inpatient behavioral health services and other necessary
ancillary health care services.
5.10.2 The Contractor agrees to retain
responsibility for monitoring PCP actions
to ensure they comply with the provisions of this Agreement.
5.10.3 The Contractor shall notify the Authority
promptly of any changes to the
composition of its provider network that materially affects the
Contractor's ability to make available all
services covered by this Agreement in a
timely manner. The Contractor shall also develop procedures
to address changes in its network that negatively affect the ability
of enrolled Eligible Uninsured to access services. Material changes
in network composition that negatively affect access to services
may be grounds for termination of this Agreement.
5.10.4 For PCP terminations, when possible,
the Contractor must provide thirty (30)
days advance written notice to all enrolled Eligible Uninsureds
assigned to the PCP and must provide for or assist with the assignment
of those enrolled Eligible Uninsureds to another PCP. The Contractor
must ensure the timely and complete transfer of medical records
to the new PCP.
5.11 Appointment Standards
5.11.1 Emergency cases shall be seen
immediately or referred to an emergency
facility. If it is determined that emergency medical care is not
required, but urgent care is required, the enrolled Eligible Uninsured
must be seen promptly by an available PCP or referred to an
open urgent care clinic.
5.11.2 Cases
requiring urgent medical care must be scheduled within twentyfour (24)
hours.
5.11.3 Routine appointments must be scheduled
within two (2) weeks.
5.11.4 The Contractor shall use best efforts
to ensure that all individuals requesting
Health Care Services through this program receive a health risk
assessment. The Contractor shall use best efforts to ensure that
enrolled Eligible Uninsureds presenting for care
are scheduled for health
assessment/general physical examinations and first examinations
within four (4) weeks of enrollment.
5.11.5 The Contractor shall provide the
Authority with its protocol for ensuring
that an enrolled Eligible Uninsured's average office waiting time
is normally thirty (30) minutes or less, or one (1) hour when the
provider encounters an unanticipated urgent
medical condition visit or is treating an
enrolled Eligible Uninsured with a difficult medical condition.
5.12 Patient Services
5.12.1 The Contractor shall provide patient
services functions at least during regular
business hours (9:00 a.m. to 5:00 p.m., Monday through Friday)
to address non-emergency problems encountered by enrolled Eligible
Uninsureds. Arrangements shall be made to receive, identify, and
resolve emergency enrolled Eligible Uninsured issues, including
prior authorization and medical necessity
determinations for urgent/emergency
services, on a twenty-four (24) hour, seven (7) day a-week
basis.
5.12.2 The Contractor shall maintain and staff a
twenty-four (24) hour, seven (7)
day-a-week toll-free dedicated hotline to respond to enrolled Eligible
Uninsureds' inquiries, complaints and problems raised regarding
services. The Contractor's internal Eligible Uninsured hotline
staff are required to ask the caller whether or not they are satisfied
with the response given to their call. All calls must be documented,
and if the caller is not satisfied, the Contractor must ensure
that the call is referred to the appropriate individual for follow
up and/or resolution. This referral must take
place within forty-eight (48) hours of
the call.
5.12.3 The
Contractor shall develop, implement, and maintain a complaint and
grievance process that provides for settlement of enrolled Eligible
Uninsureds' complaints and grievances. The Contractor must have
written policies and procedures for resolving enrolled Eligible
Uninsured complaints and for processing grievances.
5.12.4 The Contractor shall provide Eligible
Uninsureds with access to information
regarding the program. The Contractor shall supply information
to individuals who present at or call any of their sites. The Contractor
shall collect data about the number and types of calls received.
The Contractor shall provide patient/customer service programs
designed to maintain and/or improve patient satisfaction and address
patient complaints and grievances in an expeditious and fair manner.
5.12.5 The 'Contractor shall develop a process
that ensures access to specialty and
ancillary care for enrolled Eligible Uninsureds. The Contractor
shall submit policies and procedures describing
this process to the Authority for review.
5.13 Staffing Requirements
The Contractor shall ensure that it has
sufficient staffing resources to ensure compliance with the requirements
of this program. At a minimum, the Contractor must include in its
executive management structure:
- A full time manager responsible for
day-to-day oversight of this program;
- A financial director or manager responsible
for ensuring the financial integrity of the program; and
- A medical director responsible for all
clinical aspects of the program.
5.14 Management Information System
The Contractor shall track the
eligibility, enrollment, and utilization of all services provided
pursuant to this program. The Contractor shall provide the District with
complete, detailed, patient-specific demographic and utilization data in
a computerized format mutually agreed upon by the parties. As specified
by the Authority or the Department of Health, the Contractor shall
provide the District with monthly, quarterly and annual reports that
document the use and cost of services, in total and by type; key
patterns of use, cost, and illness; and other important trends. The
Contractor shall be able to track and demonstrate that the quality of
care; the accessibility of care; the availability of specialty,
ancillary and other services; and enrollment in Medicaid have all
improved under this program.
5.15 Quality Management and Utilization Management
5.15.1 The Contractor shall operate a
well-defined utilization management ("UM")
system that ensures adequate control over high cost and high risk
services and coordination of care of high cost enrolled Eligible
Uninsureds.
5.15.2 The Contractor shall include in their
annual quality improvement plans at least
one study that addresses the needs of the uninsured or the needs
of this program.
5.15.3 Contractor shall submit to the
Authority for its review the list of services
that will require prior authorization or approval and include timeframes
and standards for response to request for services requiring authorization.
5.15.4 The Contractor shall implement a case
management program and submit a
comprehensive description of the program to the Authority for
review.
5.15.5 The Contractor shall also implement a
process that ensures the availability of
second opinions when there is a question concerning a diagnosis
or treatment. The Contractor shall carefully document all requests
for second opinions and their response to such requests.
5.15.6 The Contractor must comply with the QM
and UM program standards and requirements
described herein. All criteria used must be consistent with
national guidelines, industry standards or promulgated by professional
medical associations or other expert committees. The Authority
retains the right of advance written approval and to review programs,
including subsequent changes. The Contractor must comply with all QM
and UM program reporting requirements and must submit data in formats
mutually agreed upon by the Contractor, the Authority and the
Department.
5.15.7 The QM and UM programs shall include a
written program description and annual
work plan with a timetable of all activities and performance
improvement initiatives for the coming year. The Department,
in collaboration with the Contractor, retains the right to determine
and prioritize QM and UM activities and initiatives based on
areas identified as being of importance to the Department and areas
identified through its analysis of external
quality review (EQR) findings, Health
Plan Employer Data and Information Set (HEDIS) measures,
and encounter data submitted by the Contractor. The Contractor
.must implement and abide by the program description and work
plan or amended plan as approved by the Department. The QM and
UM programs must:
(i) Include methodologies that allow for
statistically valid performance based
monitoring of the QM and UM programs and
include documentation that all QM and UM activities and initiatives
are selected through clinical and financial analysis of encounter
and patient demographic data.
(ii) Provide evidence of evaluation and
re-measurement of the Contractor QM and
UM activities and initiatives in order to determine
sustained improvement or the need for further action.
(iii)
Address development, implementation, and performance measurement of
disease management programs that are intended for selected
conditions among targeted populations in order to improve outcomes
through the quality of care provided while
effectively managing utilization.
5.15.8 The Contractor shall ensure that all
utilization review decisions are made
using medically necessary criteria. The Contractor must take steps
to ensure that determinations made by individual clinical reviewers
on whether or not requested care and services are medically necessary
are consistent with determinations for care and services that would
be found to be medically necessary.
5.15.9 The Contractor shall develop polices
and procedures that allow for prospective,
concurrent, and retrospective determination of medical necessity,
which are based on the medically necessary criteria and meet
specified timeframes for the processing of requests for urgent and
emergency services. In addition, the Contractor shall submit
utilization review criteria and policies/procedures that contain
utilization review criteria used to determine medical necessity to the
Department for review.
5.15.10
Healthplan Employer Data Information Set Hedis -- The 'Contractor
shall submit HEDIS data to the Department annually. Since the calendar
year is the standard measurement year for HEDIS data, HEDIS data must
be submitted in June of each year. HEDIS measures are specified for
one of three data collection methodologies: administrative, hybrid or
survey. The administrative methodology requires that contractors
identify the denominator and numerator using transaction data or other
administrative databases. The denominator includes all enrolled
Eligible Uninsureds. The Contractor will report a rate based on all
enrolled Eligible Uninsureds who meet the criteria who are found
through administrative data to have received the service identified in
the numerator data. The hybrid methodology requires that the
Contractor identify the denominator and the numerator through both
administrative and medical record data. The denominator consists of a
systematic sample of enrolled Eligible Uninsureds drawn from the
measure's eligible population.
5.15.11 The Contractor shall report a rate
based on those enrolled Eligible Uninsureds in the sample who are
found through either administrative or medical record data to have
received the service identified in the numerator.
5.15.12 The Contractor may not report a
measure using the hybrid method when the numerator is derived solely
from administrative data.
5.15.13 External Quality Review (EQR) -- The
Contractor agrees to cooperate fully with any external evaluations and
assessments of its performance authorized by the Authority or the
Department under this Agreement. The Contractor agrees to cooperate
fully with external clinical record reviews that assess the
Contractor's quality of care, access to care, and timeliness of care
i.e., any studies as determined by the Authority or the Department.
5.15.14 The Contractor agrees to assist in
the identification and collection of any data or clinical records to
be reviewed by the independent evaluation team for enrolled Eligible
Uninsureds. In addition, the Contractor must provide to the External
Quality Review Organization (EQRO) complete medical records in the
timeframe allowed by the EQRO.
5.15.15 The Contractor shall ensure that
data, clinical records and workspace located at the Contractor's work
site are available to the independent review
team and to the Authority and Department, after two (2) business days'
notice.
5.15.16 The Contractor shall demonstrate how
the results of the External Quality Review are incorporated into the
overall Quality and Utilization Management programs.
5.15.17 QM/UM program
Reporting Requirements. The-Contractor agrees to:
(i) Provide the Department
with uniform QM, UM, and patient satisfaction/complaint
data, in a format to be determined by the Department
and the Contractor, on a regular basis;
(ii) Collaborate with the
Department in carrying out data validation steps;
(iii)
Maintain and make available to the Department, upon request,
studies, reports, protocols, standards, worksheets, minutes or other
such documentation as may be appropriate; and
(iv) Submit reports based on the most
current version of HEDIS measures.
5.15.18
The Contractor agrees to comply with all QM and UM program reporting
requirements and time frames outlined in this Agreement. The Authority
or the Department will, on a periodic basis, review the required
reports and make changes to the information/data and/or formats
requested based on the changing needs of the uninsured health care
program. The Contractor shall comply with all reasonably requested
changes to the report information, reporting times and formats as
deemed necessary by the Authority or the Department.
5.15.19 The Contractor shall develop a
strategy for ensuring that the program promotes and furthers the goals
of the District's Healthy People 2010 initiative.
5.16 Oversight
5.16.1 The Contractor shall, and shall ensure
that its subcontractor(s) shall, make
available to the Authority or the Department upon request, data,
clinical and other records and reports for
review of quality of care, access and
utilization issues including but not limited to EQRO, HEDIS,
Encounter Data Validation, and other related activities. The Contractor
shall submit a plan, as determined by the Department, and within
time frames mutually established by the Department and the Contractor,
to resolve any performance or quality of care deficiencies identified
by the Department's ongoing monitoring activities and any independent
assessments or evaluations requested by the Department. The Contractor
shall obtain advance written approval from the Department before
releasing or sharing data, correspondence and/or improvements from the
Department regarding the Contractor's internal QM and UM programs or
any external entity.
5.16.2 The Contractor shall obtain advance
written approval from the Department
before participating with any entity-in or providing letters of
support for QM or UM data studies and/or any data related external
research projects relating to the enrolled
Eligible Uninsured.
5.17 Reporting Requirements
5.17.1 The Contractor shall submit the
reports and information specified by the
Authority, in a format mutually agreed upon by the Parties. The
Contractor shall report to the Authority
instances of suspected fraud and abuse by
providers and/or enrolled Eligible Uninsureds. The Authority
will specify the reporting periods and the due dates of all data
reports. The Contractor may be subject to financial penalties in
accordance with Section 1.36 of the Agreement,
for failure to submit accurate data in
accordance with report submission timeframes.
5.17.2 The Contractor shall transmit
substantial amounts of data to the Authority
via telephone or Internet. This data will include client demographic
and utilization data and may include service authorization
data. As such, the Contractor shall have the ability to collect,
sort, query, report, store and transmit all such information for
each enrolled Eligible Uninsured served.
5.17.3 The Contractor shall supply data to
the Authority in agreed upon formats that
will permit the Authority to measure the cost, utilization and
types of services being provided. Contractors may be subject to
financial penalties in accordance with Section
1.36 of the Agreement, for failure to
comply with specified formats or for failure to provide the
Authority with access to data as specified by the Authority.
5.17.4 The Contractor shall submit reports
according to the following timelines:
(i) Annual reports shall be submitted
within ninety (90 ) days following the
last day of the contract period;
(ii) Semiannual reports shall be submitted
sixty (60) days following the last day of each six-month period;
(iii) Quarterly reports shall be submitted
thirty (30) days following the end of the preceding quarter or by
April 30, July 30, October 30, and
January 30, assuming the contract period coincides with the calendar
year; and
(iv) Monthly reports shall be submitted
thirty (30) days following the end of each month.
5.17.5 Failure to submit timely, accurate and
comprehensive reports may result in reductions in the Administrative
Services Fee in accordance with Section 1.36 of the Agreement.
5.17.6 The following reports will be required of
the Contractor. The Authority or the Department in collaboration with
the Contractor will determine the forinat
for report submission.
Aspect of Care
and Report |
Schedule |
Source |
Number of
encounters by age group and type of service-unduplicated
count |
Monthly |
Claims
Data |
Number of
providers by type |
Quarterly |
Provider
database |
PCPs by zip code
of office location |
Quarterly |
Provider
database |
Number of
children receiving well child care services |
Monthly |
|
Number of
encounters in School Health Centers |
Quarterly |
|
Number of
referrals out of School Health Centers |
Quarterly |
|
Immunization
status for adults, children and adolescents |
Quarterly |
|
Health Risk
Assessments provided |
Quarterly |
|
Prenatal care
visits for each trimester of pregnancy |
Quarterly |
|
First prenatal
care visit within 6 weeks of enrollment |
Quarterly |
|
Number of live
births and average length of stay for all newborns |
Quarterly |
|
Check-up after
delivery |
Quarterly |
|
Hospital
discharges by DRG |
Quarterly |
|
Number of
hospital admissions for ambulatory care sensitive conditions |
Quarterly |
|
Preventive care
services provided for persons with diabetes |
Quarterly |
|
Cancer screenings
provided |
Quarterly |
|
In connection
with the drugs dispensed by the Department, the number of
prescriptions filled for enrolled Eligible Uninsureds and
uninsured persons receiving care through the NPCC |
Quarterly |
|
Claims
processing
Claims aging report
Claims paid |
Quarterly |
|
Claims denied
Claims pending
Average days from receipt to adjudication |
|
|
Independent
audited financial statements |
Annually |
|
Number and types
of complaints and grievances |
Monthly |
|
Resolution of
complaints and grievances and average time for resolution |
Monthly |
|
Patient
satisfaction survey results |
Annually |
|
High Cost Service
Utilization |
Monthly
and Annually |
|
Chronic Disease
Utilization |
Monthly
and Annually |
|
Dental Encounter
by type |
Monthly
and Annually |
|
Utilization of
health care services |
Monthly
and Annually |
|
Payment to
physicians by category of service |
Monthly
and Annually |
|
Physician
encounters by CPT code |
Monthly
and annually |
|
5.18 Performance Standards
5.18.1 The Contractor shall be responsible
for the following performance standards
and others addressed elsewhere in this Agreement. These performance
standards will be evaluated periodically by the Authority or
by the Department to determine the need for adjustments or revisions
of the standard. Any sanction imposed shall be in accordance
with Section 1.40 of the Agreement.
Element |
Standard |
Action/Sanction |
Maintain health
care services in geographic locations that are reasonably
accessible to the uninsured population |
100% |
Sanction |
Uninsured persons
are screened for their eligibility for Medicaid and other third
party resources |
100% |
Sanction |
Submission of
annual quality improvement plan |
100% |
Sanction |
5.18.2 For the following additional
performance standards, the parties acknowledge
and agree that the base year utilized for the measurement of
these services shall be the first contract year (i.e., May 1, 2001
through April 30, 2002).
Element |
Standard |
Action/Sanction |
Preventive health
exams for persons with diabetes, hypertension, heart disease, etc. |
95% |
Sanction |
Percent of women
who began prenatal care during first weeks of diagnosed pregnancy |
13
95% |
Sanction |
Report on all
referrals from PCPs |
95% |
Sanction |
Percent of
enrollees age 35 and older hospitalized and discharged with the
diagnosis of acute myocardial infarction who received a
prescription for beta blockers or clinically appropriate drugs |
95% |
Sanction |
Reports are
submitted in required format within timeframes established by the
Authority |
95% |
Sanction
after first quarter |
Percentage of
enrolled Eligible Uninsured receiving well child care services. |
95% |
|
Reduction in
inappropriate ER use |
10% |
Corrective
action plan |
Reduction in
inappropriate hospitalizations |
10% |
Corrective
action plan |
Achieve increase
in primary care visits |
10% |
Corrective
action plan |
Contractor
obtains contracting authority approval for all subcontracts above
specified amounts |
100% |
Sanction |
Primary care
providers identified for uninsured persons |
95% |
Corrective
action plan |
Number of patient
complaints documented and resolved within time frames established
by the Authority |
95% |
Sanction |
6. School Health Services
During the term of the Agreement,
the Contractor shall provide the following services (collectively, the
"School Health Services"): .
6.1 The Contractor will assume responsibility for
administering the School Health program consistent with the requirements
set forth in Attachment 6.1.
6.2 The School Health program shall be
available to all students enrolled in the 147 District of Columbia
public schools and public charter schools (the "Schools").
6.3 The School Health program must provide
services in accordance with District of Columbia laws and regulations,
and shall provide twenty (20) hours of clinical services each week at
each of the schools.
6.4 At a minimum, and consistent with District
of Columbia regulation, the School Health program shall provide basic
health services such as review of immunization status, basic health
screenings, and comprehensive education and prevention programs for
smoking, nutrition, pregnancy, HIV/AIDS, substance abuse and mental
illness.
6.5 The Contractor shall also be responsible
through the School Health program for identifying and referring to
appropriate care, all pregnant students during their first trimester of
pregnancy.
6.6 School health nurses are also responsible
for implementing effective referrals into the larger health care system
when a health need is identified.
6.7 The Contractor shall facilitate or
coordinate services between the School Health program and community
based providers, hospitals and managed care organizations for those
students that are enrolled in Medicaid and receive care through a
Medicaid HMO.
6.8 The Contractor will have in place
appropriate training and competency standards to ensure the nursing
staff's ability to perform the duties they are assigned.
6.9 The Contractor shall facilitate a
partnership with the D.C. Public School administration and embrace
parental involvement in the School Health program.
6.10 The Contractor shall track, trend and
report on utilization data on the School Health program and shall
provide reports to the Authority on a quarterly basis setting forth such
data in a format mutually agreed upon by the Authority and the
Contractor.
6.11 If the District of Columbia law changes
the requirements for the School Health program from the level and scope
specified in Attachment 6.1, the Contractor's obligation to provide such
other services shall be consistent with the appropriate budget agreed
upon by the parties to provide such additional or other services.
6.12 The Contractor shall be compensated for
the provision of the School Health Services as set forth in the
Agreement.
7. Other Miscellaneous Health Care Services
Contractor shall also manage the following block
grant or other health care programs (the "Other Miscellaneous Health
Care Services"), as agreed upon by the Contractor and the Authority
or the Department:
- WIC program
- DOH/HIV
- Maternal Child Health program
- Day Care program
8. Corrections Health Care Services
8.1 The Contractor shall be
responsible for administering health care services for prisoners in
custody of the District of Columbia (the "Corrections Health Care
Services") and providing administrative services related thereto
(the "Corrections Administrative Services"). Health care
services required by prisoners in custody shall be provided consistent
with requirements established by the Department of Corrections and the
Youth Services Administration. Contractor agrees to provide such
services at the rates and anticipated utilization levels set forth in
the Agreement.
8.2 Reimbursement for Corrections Health Care
Services shall be made on the following basis, as set forth more
specifically in the Agreement:
8.2.1 Health care services comparable to the
Health Care Services provided to the
enrolled Eligible Uninsured shall be provided at the same rates
as set forth in the Agreement.
8.2.2 Health care services are comparable to
Health Care Services when such services
are in the same DRGs as Health Care Services. Health care
services that are not comparable to the services provided pursuant
to this Agreement shall be provided at mutually
agreed upon rates.
9. Health Care Services to Other District
Agencies
Through a modification or
amendment to this Agreement, and at the District's option, health care
services comparable to the Health Care Services provided to the. enrolled
Eligible Uninsured shall be provided by Contractor pursuant to various
block grant programs and to the Youth Services Administration at the same
payment rates as set forth in the Agreement (the "Health Care
Services to Other District Agencies"). The fees for Health Care
Services to Other District Agencies shall be billed directly to the agency
for which the services were provided. Inpatient health care services are
comparable to Health Care Services when such services are in the same DRG
as Health Care Services. If additional health care services are requested
to be provided to the block grant programs or Youth Services
Administration that are not comparable to the Health Care Services
provided pursuant to this Agreement, Contractor shall provide such
services at mutually agreed upon rates.
LIST OF ATTACHMENTS
Attachment 4.4 Ambulatory Care Services
Attachment 4.6 Dentistry
Attachment 6.1 School Health Services
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THIS LOAN
AGREEMENT (the "Loan Agreement") is entered into _____, 200_ and
effective as of _____, 200_ (the "Effective Date")-by and
between THE DISTRICT OF COLUMBIA FINANCIAL RESPONSIBILITY AND MANAGEMENT
ASSISTANCE AUTHORITY (the "Lender"), and GREATER SOUTHEAST
COMMUNITY HOSPITAL CORPORATION I (the "Borrower").
WHEREAS, the
Borrower has entered into an agreement with the Lender dated April __,
2001, whereby the Borrower will provide health care services to certain
eligible uninsured residents of the District of Columbia and other persons
(the "Health Care Services Agreement");
WHEREAS, in
connection with the Health Care Services Agreement, the Lender has agreed
to lend to the Borrower certain funds for the purpose of performing
capital improvements at Greater Southeast Community Hospital.
NOW THEREFORE,
in consideration of the premises set forth above and the terms, covenants
and conditions set forth below, the parties mutually agree as follows:
ARTICLE I
AMOUNTS AND TERMS OF THE LOAN
1.01The Amount. Upon the
terms and conditions set forth in this Loan Agreement, the Lender
shall, upon the Effective Date of this Loan Agreement, make a loan to the
Borrower in the amount of DOLLARS ($ ) (the "Loan") for the
purpose of making the capital improvements at Greater Southeast Community
Hospital as described on Attachment A.
1.02 Note.
Subject to Section 1.03, the Borrower shall repay to Lender all amounts
advanced to the Borrower pursuant to Section 1.01 and not previously
repaid, on the following terms. Upon the execution of this Loan Agreement,
the Borrower shall execute and deliver to Lender a promissory note (the
"Note") in the form of Attachment B, attached hereto and
incorporated herein, in an amount equal to the maximum amount of monies
subject to repayment which may be advanced to Borrower under Section 1.01.
Except as otherwise forgiven pursuant to Section 1.03 below, the Note
shall be payable to Lender, on an annual basis, in five (5) equal annual
installments of principal (the "Repayment Period"), and shall
bear interest at the rate of the prime rate of interest, as publicly
announced by the bank with which the Lender has its primary banking
relationship as of the date each principal payment is due, plus one
percent (1%). The Lender, in its sole discretion, may determine that the
Note shall be secured by the accounts receivable of the Borrower or such
other property owned by or related to the Borrower. The outstanding
balance may be prepaid at any time without penalty. The Repayment Period
shall commence on the date which is twelve months after the date of this
Loan Agreement; provided, that the Borrower shall not be required
to repay any such portion of the Loan unless Lender shall have terminated
that certain Health Care Services Agreement between Lender and Borrower,
and; provided, further, that the Borrower shall not be required to repay
any such portion of the Loan if Lender shall have terminated the Health
Care Services Agreement at the Convenience of the Lender pursuant to
Section 1.23 of the Health Care Services Agreement.
1.03 Loan
Forgiveness. During the term of the Health Care Services Agreement,
the outstanding balance of the Loan shall be forgiven in equal portions
over a five (5) year period, as set forth in the following schedule:
Number of
years from Effective Date of this Loan Agreement |
Percentage
of Advances to be Repaid |
Less than 1
Year |
100% |
1 to 2
Years |
80% |
2 to 3
Years |
60% |
3 to 4
Years |
40% |
4 to 5
Years |
20% |
End of 5
years |
-0- |
Notwithstanding anything to
the contrary, any capital improvement made to Greater Southeast Community
Hospital for purposes of providing Corrections Services as described in
Section 1.10 of the Health Care Services Agreement shall be ratably
forgiven prior to the forgiveness of any other capital improvement amounts
hereof.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE BORROWER
The Borrower
hereby represents and warrants that the following representations and
warranties shall be correct as of the Effective Date.
2.01 Execution.
The execution, delivery and performance by the Borrower of this Loan
Agreement and the Note does not contravene any law or any contractual
restrictions binding on or affecting the Borrower.
2.02 Enforceability.
This Loan Agreement is, and the Note when delivered hereunder shall be,
legal, valid and binding obligations of the Borrower enforceable against
.the Borrower, in accordance with their respective terms.
2.03 Collateral. The
Borrower has legal title to the collateral and full right and power to
grant a security interest in the collateral under that certain Security
Agreement, if any, between the Borrower and the Lender of even date
hereof.
ARTICLE III
AFFIRMATIVE COVENANTS OF THE BORROWER
So long as the
Note shall remain unpaid or the Lender shall have any remaining
outstanding unpaid balance hereunder, the Borrower shall, unless the
Lender otherwise consents in writing: (i) comply in all material respects
with all applicable laws, rules and regulations, except that any
noncompliance with any such law, rules or regulations that shall not have,
in any one case or in the aggregate, a material adverse effect oh
the-business or financial
condition of the Borrower shall not be deemed a default; and (ii) perform
all of its obligations unddr the Health Care Services Agreement, this Loan
Agreement and under the Note when due.
ARTICLE IV
TERM AND TERMINATION
4.01 Term.
The term of this Loan Agreement (the "Term") shall begin on the
Effective Date and expire on the earlier of (i) the repayment of all sums
required to be repaid hereunder or (ii) forgiveness of such obligations as
specified herein.
4.02 Termination. This
Loan Agreement may be terminated under the following circumstances:
(a) By Lender in the event
that Lender terminates the Health Care Services Agreement due to an
event of default by Borrower pursuant to Section 1.18 of the Health Care
Services Agreement;
(b) By
Lender upon the failure of the Borrower to pay any principal or accrued
interest then due and payable under the Note and such failure remains
unremedied for thirty (30) days after written notice thereof shall have
been given to the Borrower by the Lender;
(c) By
Lender upon the failure of the Borrower to perform or discharge in any
material respects any obligation, covenant, term or condition contained
in this Loan Agreement or in the Note on its part to be performed or
discharged, and such failure remains unremedied for forty five (45) days
after written notice thereof shall have been given to the Borrower by
the Lender; or
(d) In the
event that the Health Care Services Agreement is terminated by the
Lender for the convenience of the Lender pursuant to Section 1.23 of the
Health Care Services Agreement, this Loan Agreement shall be
automatically terminated.
4.03 Effect of Termination.
(a) Upon the
termination of this Loan Agreement under Sections 4.02(a), 4.02(b) or
4.02(c), payments under the Note by the Borrower shall be accelerated
and the full amount due under the Note shall be due three (3) months
from the date of the termination of this Loan Agreement, and Lender, at
its option, may add delinquent accrued interest to principal on the Note
for the purposes of calculating interest and may pursue such other
remedies as may be available to it under the District of Columbia
Uniform Commercial Code or any applicable law. All rights and remedies
of the Lender shall be cumulative and may be exercised successively or
concurrently and, to the extent consistent with the exercise of any such
right, without impairment of the security interest of the Lender in the
collateral, if any.
(b) If this
Loan Agreement is terminated pursuant to Section 4.02(d), the Borrower
shall not be obligated to repay the Loan.
(c) Except
as otherwise set forth in this Loan Agreement, termination of this Loan
Agreement shall not terminate any obligations of any party which arose
prior to termination of this Loan Agreement. Further, any termination of
this Loan Agreement shall be without prejudice to any other right or
remedy to which the terminating party may be entitled, either at law or
in equity, under this Loan Agreement, the Note, or otherwise.
ARTICLE V
MISCELLANEOUS
5.01 Amendments. No
amendment or waiver of any provision of this Loan Agreement or the Note,
nor consent to any departure by the Borrower therefrom, shall be effective
unless the same shall be in writing and signed by the Lender and the
Borrower.
5.02 Notices. Notices
provided for herein, unless expressly provided for otherwise in this
Agreement shall be in writing and may be delivered personally or by
placing them in the U. mail, first class and certified, return receipt
requested, with postage prepaid and addressed as follows:
If to the Lender:
District of Columbia
Financial Responsibility and Management Assistance
Authority
441 Fourth Street, N.W., Suite 570N
Washington, D.C. 20001
Attention: Contracting Officer (Contract No. DCFRA#00-C-039)
Tel: 202-504-3400
If to the Borrower:
Greater Southeast Community
Hospital Corporation 1
1310 Southern Avenue, SE
Washington D.C. 20032
Attention: Ana Raley, Chief Executive Officer
Attention: Cindy Sehr, Esq., Legal Department
Tel: 202-574-6611
or to such other addresses or
persons as may be designated by the Lender or the Borrower from time to
time in accordance with the provisions of this Section 5.02.
5.03 No
Waiver of Rights or Remedies. No failure or delay on the part of the
Lender in exercising any right hereunder or under the Note shall operate
as a waiver thereof; nor shall any single or partial exercise of any right
hereunder or under the Note preclude any other or further exercise of any
other right.
5.04 Severability.
In the event any provision or part of any provision of this Loan Agreement
or of the Note is rendered invalid or unenforceable by the enactment of
any applicable statute, regulation or ordinance, or is made or declared
unenforceable by any court of competent jurisdiction, the remaining parts
or provisions of this Loan Agreement or of the Note shall continue in full
force and effect.
5.05 Captions.
Any captions or headings to the articles or sections of this Loan
Agreement are solely for the convenience of the parties, are not a part of
this Loan Agreement, and shall not be used for the interpretation or
determination of the validity of this Loan Agreement or any provision
hereof.
5.06 Costs
and Expenses. The Borrower shall pay on demand all costs and expenses,
if any (including reasonable attorneys' fees and expenses), in connection
with the enforcement of this Loan Agreement and the Note.
5.07 Assignment.
The Borrower may not assign any rights or delegate any duties under this
Loan Agreement without the prior written consent of the Lender. This Loan
Agreement may be assigned by the Lender to any governmental agency,
affiliate, successor or assign. Any unauthorized attempted assignment by
the Borrower shall be void and of no force and effect and shall constitute
a material breach of this Loan Agreement. All covenants, conditions and
provisions of this Loan Agreement shall be binding upon and shall inure to
the benefit of the parties and their representatives, successors and
assigns.
5.08 District
of Columbia Law. This Loan Agreement and the Note shall be construed
in accordance with and governed by the laws of the District of Columbia
without regard to principles of conflicts or choice of law.
5.09 Entire
Agreement. This Loan Agreement and the Note supersede any and all
other agreements, whether oral or written, between the parties with
respect to the subject matter hereof, and there are no representations,
covenants or undertakings other than those expressly set forth in this
Loan Agreement or in the Note.
INTENDING TO BE BOUND, the
parties have executed this Agreement on the date first written above.
Lender: District of Columbia
Financial Responsibility and Management Assistance Authority
By: _____________
Title: _____________
Print Name: ___________
Borrower: Greater Southeast
Community Hospital Corporation I
By: ________________
Title:________________
Print Name: ________________
Attachment A to Loan
Agreement: Purpose of Loan and Description of Capital Improvements
Attachment B to Loan
Agreement: Form of Promissory Note
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PROMISSORY NOTE
$ ___________________ |
Washington, D.C.
_______________, 200__ |
THIS
PROMISSORY NOTE is the note referred to in Section 1.02 of the Loan
Agreement between "THE DISTRICT OF COLUMBIA FINANCIAL RESPONSIBILITY
AND MANAGEMENT ASSISTANCE AUTHORITY (the "Payee"), and GREATER
SOUTHEAST COMMUNITY HOSPITAL CORPORATION I (the "Maker"), dated
_____, 200_, and this Note shall be subject to the terms and provisions of
the Loan Agreement, including acceleration in repayment hereof and
forgiveness of principal as set forth in Sections 4.03 and 1.03 of the
Loan Agreement.
The Maker promises to pay, in
lawful money of the United States on or before _____, 200_ to the order of
the Payee, its successors or assigns, at its principal office in District
of Columbia Government, Department Of Health, 825 North Capitol Street,
N.W., Washington, D.C. 20001, Attn: Contracting Officer Technical
Representative, or at such other location as the Payee shall designate to
the Maker in writing, the principal sum advanced to the Maker under
Section 1.01 of the Loan Agreement (as set forth on Attachment A to this
Note), plus interest on the unpaid principal balance, commencing on the
date due of the first installment of principal at the prime rate of
interest, as publicly announced by the bank as referenced in Section 1.02
of the Loan Agreement on each date for payment of principal, plus one
percent (1%) per annum. Except as otherwise forgiven pursuant to Section
1.03 of the Loan Agreement, such principal shall be due in five-(5) equal
annual installments as set forth in Section 1.02 of the Loan Agreement;
interest shall be due on the dates of each principal payment.
In the event
of a default in the payment of any installment of principal and interest
required by this Note, and if the default is not cured within thirty (30)
days after the date such installment was due, the Payee may, without
notice to the Maker or any other person, declare the remainder of the
unpaid principal amount and accrued interest of this Note to be
immediately due and payable three (3) months from the date of the
termination of the Loan Agreement. Further, this Note may be accelerated
as provided in Section 4.03(a) of the Loan Agreement. Failure by Payee to
exercise these rights of acceleration at any time shall not constitute a
waiver of the right to exercise the same right at any other time.
Upon default,
the Payee may employ an attorney to enforce the Payee's rights and
remedies pursuant to this Note and the Maker agrees to pay to the Payee
the actual costs incurred for reasonable expenses incurred by the Payee in
exercising any of the Payee's rights and remedies upon default.
This Note may
be prepaid in part or in whole at any time with no penalty to the Maker.
The principal sum advanced to the Maker under Section 1.01 of the Loan
Agreement shall be forgiven in whole or in part in accordance with Section
1.03 of the Loan Agreement, and if such Loan Agreement shall remain in
full force and effect until April 30, 2006 and on such date expire in
accordance with its terms, all amounts due pursuant to Section 1.01 shall
be forgiven. The Payee agrees to deliver to the Maker, upon full
satisfaction of this Note, this Note marked cancelled.
This Note is
to be governed and construed in accordance with the laws of the District
of Columbia. If any provision or portion of this Note shall, to any
extent, be deemed invalid or unenforceable, the remainder of this Note
shall not be affected thereby, and each provision of this Note shall be
valid and enforceable to the fullest extent permitted by law.
The Maker
hereby waives presentment for payment, demand, protest and notice of
dishonor, and all defenses on the ground of extension of time for the
payment hereof which may be given by the Payee to the Maker or to anyone
who has assumed the payment of this Note.
IN WITNESS WHEREOF, the Maker
has caused this Note to be executed on the day and year first above
written.
MAKER: Greater Southeast
Community Hospital Corporation I
By ___________
Title: __________
Print Name: __________
ATTACHMENT A TO THE NOTE
SUMMARY OF LOAN ADVANCES AND PAYMENTS
Date |
Amount of Advance |
Amount of Principal Repaid or Forgiven |
Unpaid Principal Balance of Note |
Notation Made By |
______________________________________________
_______________________________________________
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Exhibit D: Management
Reports
1. Monthly bank account statements and other
information for the segregated account into which all payments under this
Agreement shall be deposited.
2. Monthly reports in the formats attached
hereto.
3. Such other reports as requested by the
Authority or the Department of Health from time to time.
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Health Care Services Amount and Administrative
Services Amount for the First Contract Year;
Trauma Subsidy (Excludes School Health Services, Other Miscellaneous
Health Services and Corrections Health Care
Services)
A. Health Care Services Amount
The Monthly Health Care Services Amount is equal
to $4,482,971.33, which is the sum of the following amounts:
- Inpatient Hospital Services (excluding
physician fees)
- Standard Base Rate (SBR) = $5,315.01
- Expected Casemix Index = 1.1742
- Expected Outlier Adjustment = 1.0382
- Adjusted Standard Base Payment Rate =
$6,479.27
- Expected Number of Discharges/Month =
316.67
- Amount Per Month = $2,051,793.83
- ER Services (excluding physician fees)
- All-Inclusive Payment Rate Per ER Visit =
$295.02
- Expected Number of ER Visits Per Month =
2,797.25
- Amount Per Month = $825,244.70
- Ambulatory Surgery (excluding physician fees)
- All-Inclusive Payment Rate Per Ambulatory
Surgery Visit=$617.50
- Expected Number of Visits Per Month =
148.92
- Amount Per Month = $91,956.04
- Other Hospital Outpatient Visits (excluding
physician fees)
- All-Inclusive Payment Rate Per Visit =
$130.15
- Expected Number of Visits Per Month =
3,195.50
- Amount Per Month = $415,894.33
- Community Clinic Services (including physician
fees)
- All-Inclusive Payment Rate Per Visit =
$156.75
- Expected Number of Visits Per Month =
2,721.67
- Amount Per Month = $426,621.25
- Physician Services. The Total Physician
Services Amount Per Month = $475,171.08 (i.e., the sum of the Per
Month amounts shown below for the various categories of Physician
Services)
- Primary Care Services
- Primary Care Payment Rate Per Visit =
$40.00
- Expected Number of Visits Per Month =
2,008
- Amount Per Month = $80,320.00
- Specialty Care Services
- Specialty Care Payment Rate Per Visit
= $39.39
- Expected Number of Visits Per Month =
6,494.75
- Amount Per Month = $255,828.17
- Inpatient Surgery Services
- Inpatient Surgery Payment Rate Per
Visit = $400.00
- Inpatient Surgery Visits Per Month =
82.58
- Amount Per Month = $33,033.33
- Ambulatory Surgery Services
- Payment Rate Per Ambulatory Surgery
Visit = $200.00
- Ambulatory Surgery Visits Per Month =
148.92
- Amount Per Month = $29,783.33
- Hospital-Based Physician Services
- Payment Rate Per Hospital-Based
Procedures = $25:00
- Hospital-Based Procedures Per Month =
3,048.25
- Amount Per Month = $76,206.25
- Dental Health Services
- Payment Rate Per Visit = $118.75
- Expected Number of Visits = 1,098.58
- Amount Per Month = $130,456.77
- Other Health Care Services
The Other Health Care Services Amount Per Month = $65,833.33
The Payment Rates for these Other Health Care Services shall be equal
to the Medicaid Rates in effect for these services during the Contract
Year.
B. Administrative Services Amount
The Monthly Administrative Services Amount is equal
to twelve percent (12%) of the Monthly Health
Care Services Amount. The Monthly Health Care Services Amount, as
specified above, is $4,482,971.33. Except as otherwise set forth in the
Agreement, during the First Contract Year,
the Monthly Administrative Services Amount is $537,956.56 ($4,482,971.33 x
.12 = $537,956.56).
C. Trauma Subsidy
The Contractor shall be paid an
additional One Hundred Sixteen Thousand Six Hundred and Twenty-Seven
Dollars $116,627.00 per month during the term of this Agreement for
providing or arranging for the provision of trauma services at Greater
Southeast Community Hospital (GSCHC). that are consistent with the trauma
services that were provided at D.C. General during the twelve (12) month
period immediately preceding the date this Agreement is executed
("Comparable Trauma Services"). Such monthly payments shall
begin with the month in which Comparable Trauma Services become available.
In return for the initiation of such Comparable Trauma Services at GSCHC,
effective October 1, 2001, the D.C. Medicaid Authority shall increase the
reimbursement payable to Contractor for emergency room visits at GSCHC and
D.C. General by Fifty Dollars ($50.00) per visit. The District of Columbia
Medicaid Authority shall have no obligation to make or continue making
such increased payments to Contractor for emergency room visits if
Contractor does not implement and maintain Comparable Trauma Services at
GSCHC, nor shall the Authority have any obligation to make the above
described trauma subsidy payments if Contractor does not provide and
maintain Comparable Trauma Services at GSCHC. The Contractor shall be
permitted to offset the amount of $50.00 for each Medicaid ER visit at
GSCHC or at DC General against its Budget Reconciliation liabilities under
this Agreement beginning on the earlier of June 1, 2001 or the date on
which the Contractor begins providing Health Care Services at DC General
and until such time as the District of Columbia Medicaid Authority
implements the $50.00 increase in the ER rates at GSCHC and at DC General
Hospital. The monthly trauma payment amount swill
not be adjusted by the
Index Factor prescribed elsewhere in this Agreement and will not be
subject to the Budget Reconciliations prescribed elsewhere in the
Agreement.
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Exhibit F: School
Health Services Amount
During the First Contract Year,
the School Health Services Amount shall be equal to Six Million Two
Hundred Fifty Nine Thousand Three Hundred Ninety Five Dollars
($6,259,395.00) plus a twelve percent (12%) administrative services fee of
Seven Hundred Fifty One Thousand One Hundred Twenty Seven Dollars
($751,127.00) for a total of Seven Million Ten Thousand Five Hundred
Twenty-Two Dollars payable in equal monthly installments of Five Hundred
Eighty Four Thousand Two Hundred Ten and 16/100 Dollars ($584,210.16) (the
"Monthly School Health Services Amount").
During each Contract Year
subsequent to the First Contract Year, the School Health Services Amount
shall be adjusted by the Index Factor, as set forth in the Agreement.
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Exhibit G: Corrections
Services Amount
The Corrections Services Amount
is the amount paid to the Contractor for the provision of Corrections
Health Care Services and Corrections Administrative Services. The
Corrections Services Amount will be reconciled separately from the Budget
Reconciliations that are prescribed by the Agreement for the Health Care
Services and Administrative Services that are covered by Exhibit E.
Corrections Health Care Services
and Corrections Administrative Services are subject to the Mid-Year
Reconciliation. and Final Reconciliation Process set forth in Section
1.10; provided, however, that such reconciliations will be performed by
comparing the Corrections Services Amount (i.e., the $3,317,730.00) to the
Actual Costs of the Corrections Health Care Services provided by the
Contractor (which shall be computed by multiplying the Payment Rates
specified below during the First Contract Year by the Actual Utilization
for the First Contract Year) without the application of the fifty percent
(50%) adjustments or negotiations that are called for in the Budget
Reconciliations that apply to the Exhibit E services.
During the First Contract Year,
the Corrections Services Amount is the sum of the Corrections Health Care
Services Amount of Three Million Three Hundred Seventeen Thousand, Seven
Hundred Thirty Dollars ($3,317,730.00), plus a Corrections Administrative
Services Amount of twelve percent (12%), for a total of Three Million
Seven Hundred Fifteen Thousand, Eight Hundred Fifty Eight Dollars
($3,715,858.00), payable in equal monthly installments of Three Hundred
Nine Thousand Six Hundred Fifty Five ($309,655.00 -- the "Monthly
Corrections Services Amount").
During each Contract Year
subsequent to the First Contract Year, the Payment Rates for Corrections
Health Care Services shall be adjusted by the Index Factor, as set forth
in the Agreement.
The Monthly Corrections Services
Amount is equal to $309,655.00, which is the sum of the following amounts,
plus the Corrections Administrative Amount of 12%:
- Inpatient Hospital Services (excluding
physician fees)
- Standard Base Rate (SBR) = $5,315.01
- Expected Casemix Index = 1.1742
- Expected Outlier Adjustment = 1.0382
- Adjusted Standard Base Payment Rate (ASBR)
= $6,479.27
- Expected Number of Discharges/Month =
28.42
- Amount Per Month = $184,140.85
- ER Services
- All-Inclusive Payment Rate Per ER Visit =
$295.02
- Expected Number of ER Visits/Month = 50.75
- Amount Per Month = $14,972.08
- Ambulatory Surgery
- All-Inclusive Payment Rate per Ambulatory
Surgery Visit = $618.00
- Expected Number of Visits per Month = 0.00
- Amount Per Month = $0.00
- Other Hospital Outpatient Visits
- All-Inclusive Payment Rate Per Visit =
$130.15
- Expected Number of Visits Per Month =
314.67
- Amount Per Month = $40,953.83
- Community Clinic Services
- All-Inclusive Payment Rate Per Visit =
$156.75
- Expected Number of Visits Per Month =
$0.00
- Amount Per Month = $0.00
Note: The All-Inclusive Payment Rate Per Visit for Community
Clinic Services includes physician services.
- Physician Services
The Total Physician Services Amount Per Month = $32,265 (i.e., the sum
of the Per Month amounts shown below for the various categories of
Physician Services)
- Primary Care Services
- Primary Care Payment Rate Per Visit =
$ 40.00
- Expected Number of Visits Per Month =
223.17
- Amount Per Month = $8,926.66
- Specialty Care Services
- Specialty Care Payment Rate Per Visit
= $39.39
- Expected Number of Visits Per Month =
333.33
- Amount Per Month = $13,130
- Inpatient Surgery Services
- IP Surgery Payment Rate Per Visit =
$400.00
- Expected Number of Visits Per Month =
8.33
- Amount Per Month = $3,333.00
- Ambulatory Surgery Services
- Payment Rate Per Ambulatory Surgery
Visit = $200.00
- Expected Number of Visits Per Month =
8.33
- Amount Per Month = $1,666.66
- Hospital-Based Physician Services
- Payment Rate Per Hospital-Based
Procedure = $25.00
- Expected Number of Visits or
Procedures Per Month = 208.33
- Amount Per Month = $5,208.33
- Other Health Care Services
- Payment Rate Per Other Health Care Service
= $50.00
- Expected Number of Visits or Procedures =
83.33
- Amount Per Month = $4,166.67
- Dental Health Services
- Dental Services Payment Rate Per Visit =
$118.75
- Expected Number of Visits Per Month = 0.00
- Amount Per Month = $0.00
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EXHIBIT I: ESTIMATED
TOTAL AMOUNT PAYABLE UNDER THE AGREEMENT
CATEGORY |
Year 1 |
Year 2 |
Year 3 |
Year 4 |
Year 5 |
Years
1-5
Total |
Health
Services |
$59,175,039 |
|
|
|
|
|
Health
Services Administration |
$7,101,005 |
|
|
|
|
|
School
Health Program (including administration) |
$7,010,522 |
|
|
|
|
|
Pharmacy
(including dispensing fee) |
$3,400,000 |
|
|
|
|
|
Corrections
(including administration |
$3,715,858 |
|
|
|
|
|
Subtotal |
$80,402,424 |
$84,422,545 |
$88,643,672 |
$93,075,856 |
$97,729,648 |
$444,274,145 |
Star-up
Administrative Costs |
$1,500,000 |
|
|
|
|
|
Trauma
Capacity |
$1,399,525 |
$1,399,525 |
$1,399,525 |
$1,399,525 |
$1,399,525 |
$6,997,626 |
Total |
$83,301,949 |
$85,822,070 |
$90,043,197 |
$94,475,381 |
$99,129,174 |
$451,271,770 |
CATEGORY |
Year 6 |
Year 7 |
Years
6-7
Total |
Health
Services |
|
|
|
Health
Services Administration |
|
|
|
School
Health Program (including administration) |
|
|
|
Pharmacy
(including dispensing fee) |
|
|
|
Corrections
(including administration |
|
|
|
Subtotal |
$102,616,131 |
$107,746,937 |
$210,363,068 |
Trauma
Capacity |
$1,399,525 |
$1,399,525 |
$2,799,050 |
Total |
$104,015,656 |
$109,146,463 |
$213,162,119 |
CATEGORY |
Year 8 |
Year 9 |
Years
8-9
Total |
CONTRACT
TOTAL |
Health
Services |
|
|
|
|
Health
Services Administration |
|
|
|
|
School
Health Program (including administration) |
|
|
|
|
Pharmacy
(including dispensing fee) |
|
|
|
|
Corrections
(including administration |
|
|
|
|
Subtotal |
$113,134,284 |
$118,790,998 |
$231,925,283 |
$886,562.496 |
Trauma
Capacity |
$1,399,525 |
$1,399,525 |
$2,799,050 |
$12,595,726 |
Total |
$114,533,809 |
$120,190,524 |
$234,724,333 |
$899,158,222 |
Index Factor* 5.0%
*The actual index factor shall be determined as called for in Section
1.7.10 of the Agreement.
|