REPORT/RECOMMENDATION TO THE BOARD OF SUPERVISORS
OF THE COUNTY OF SAN BERNARDINO
AND RECORD OF ACTION
March 10, 2020
FROM
WILLIAM L. GILBERT, Director, Arrowhead Regional Medical Center
SUBJECT
Title
Participation Agreement with Health Service Advisory Group for Healthy Communities.
End
RECOMMENDATION(S)
Recommendation
Approve Participation Agreement with Health Service Advisory Group (HSAG), the Medicare Quality Innovation Network - Quality Improvement Organization (QIN-QIO) for California and Arizona, to partner with HSAG in its Healthy Communities program to enhance the health of Medicare and Medicaid beneficiaries from January 1, 2020 through July 31, 2024.
(Presenter: William L. Gilbert, Director, 580-6150)
Body
COUNTY AND CHIEF EXECUTIVE OFFICER GOALS & OBJECTIVES
Provide for the Safety, Health and Social Service Needs of County Residents.
Pursue County Goals and Objectives by Working with Other Agencies.
FINANCIAL IMPACT
Approval of the Participation Agreement with HSAG for Healthy Communities - QIO will not result in the use of Discretionary General Funding (Net County Cost). The Participation Agreement is non-financial in nature.
BACKGROUND INFORMATION
The Centers for Medicare & Medicaid Services (CMS) is part of the United States Department of Health and Human Services. CMS oversees many federal healthcare programs, including the QIO Program which originated with the Peer Review Improvement Act of 1982 and is authorized by Title XI Part B and Title XVIII of the Act. The goal of the QIO program is to improve the quality of care for Medicare beneficiaries.
The purpose of this agreement is commit the County of San Bernardino on behalf of Arrowhead Regional Medical Center (ARMC) to partner with HSAG. HSAG is the only Medicare QIN-QIO for California and Arizona. Partnering with HSAG will allow ARMC to work to achieve CMS aims with Medicare and Medi-Cal beneficiaries and enhance the safety, health and social service needs of County residents. ARMC will work with HSAG on the following CMS broad aims:
1. Decrease opioid misuse and improve behavioral health outcomes.
2. Increase patient safety.
3. Increase chronic disease self-management (cardiac and vascular health, diabetes, slowing and preventing end-stage renal disease).
4. Increase quality of care transitions.
5. Improve nursing home quality.
Participation will allow HSAG to provide technical assistance on opioid stewardship, including subject matter expertise for behavioral health issues within ARMC acute care settings; facilitate local and national learning sessions to share best and promising practices; provide and review hospital-specific, data-driven reports; support improvement strategies with post-acute care partners; align stakeholders with similar initiative to reduce provider burden and duplicative efforts; and provide an online library of resources and toolkits to assist ARMC with quality improvement processes.
The Participation Agreement was prepared by HSAG and does not contain any material terms other than a general description of the scope and the term of the agreement. As a result, the Participation Agreement also does not include any standard County terms, including, but not limited to, termination for convenience, governing law, venue, attorneys’ fees, indemnity, and insurance.
Potential Impacts:
• Termination for convenience. The County standard contract gives the County the right to terminate the Participation Agreement, for any reason, with a thirty (30) day written notice of termination without any obligation other than to pay amounts for services rendered and expenses reasonably incurred prior to the effective date of termination. The lack of such a provision means that the County may only terminate the Participation Agreement for cause or with HSAG’s approval.
• Governing law. The Participation Agreement is silent on governing law. This results in uncertainty over which state’s laws will govern the interpretation of the Participation Agreement, and leads to ambiguity in interpretation of the contract terms. The Participation Agreement could be interpreted under any state law depending on where the claim is brought, including Arizona or California. Any questions, issues or claims arising under this contract could require the County to hire outside counsel competent to advise on the applicable state law, which may result in a cost to ARMC.
• Venue. The County standard contract requires venue for disputes in Superior Court of California, County of San Bernardino, San Bernardino District. There is no venue provision in the Participation Agreement. Having no express venue in the contract means that another venue could be applied to this contract, which may result in additional expenses.
• Attorneys’ fees. The County standard contract requires each party to bear its own costs and attorney fees, regardless of who is the prevailing party. There is no provision in the Participation Agreement addressing each party’s responsibility for paying attorneys’ fees. County Counsel cannot advise on, whether and to what extent, other state laws may affect a party’s requirement to pay the prevailing party in a legal action where no specific provision is provided in the contract.
• Indemnity. The Participation Agreement does not require HSAG to meet the County indemnity standards. The County standard contract general indemnity provision requires the contractor to indemnify, defend, and hold County harmless from third party claims arising out of the acts, errors or omissions of any person. If the County is sued for any claim, the County may be solely liable for the costs of defense and damages.
• Insurance. The Participation Agreement does not require HSAG to meet the County insurance standards. The County standard contract requires contractors to carry appropriate insurance at limits and under conditions determined by the County’s Risk Management Department. This means that the County has no assurance that HSAG will be financially responsible for claims that may arise under the Participation Agreement.
This agreement is submitted for approval retroactively as HSAG is requesting data from ARMC from January 2020 through the duration of the four-year contract. HSAG provided the agreement to ARMC in February and March 10, 2020 was the first available Board date for approval. Approval of the agreement will allow ARMC to share data dating back to January 1, 2020 with HSAG.
ARMC recommends the approval of the Participation Agreement without the standard County terms, because through the agreement HSAG will provide subject matter experts to ARMC to assist in decreasing opioid misuse, and aid in the reduction and avoidance of hospital readmission. Due to the limited scope of the Participation Agreement and the fact that it is non-financial in nature, the potential impacts associated with the lack of standard County terms are not anticipated to be an issue.
PROCUREMENT
Not applicable.
REVIEW BY OTHERS
This item has been reviewed by County Counsel (Scott Runyan, Deputy County Counsel, 387-5455) on February 11, 2020; Finance (Amanda Trussell, Principal Administrative Analyst, 387-4773) on February 20, 2020; and County Finance and Administration (Matthew Erickson, County Chief Financial Officer, 387-5423) on February 24, 2020.