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AG 06-028 DATE IN: I DATE OUT: I TO: H&+t.1 P..-V- CITY OF FEDERAL WAY LAW DEPARTMENT REQUEST FOR CONTRACT PREPARATION/DOCUMENT REVIEW/SIGNATURE ROUTING SLIP 1. ORIGINATING DEPT./DIV: Law ~ C.,,)! \ ,_-~'~'-,~._,'-~,..,- ,"_'..~.'_~" "_",,,_~~~_,".'W" ""'.~'"',,~___~___,..,. 2. ORIGINATING STAFF PERSON: ~ 10 V~~\\ EXT: ~.!eL... 3. DATE REQ. BY.._.____..___... n. ) 4. TYPE OF DOCUMENT REQUESTED (CHECK ONE) o PROFESSION A L SERVICE AGREEMENT o SECURITY DOCUMENT (E.G. AGREEMENT & o MAINTENANCE/LABOR AGREEMENT PERFIMAIN BOND; ASSIGNMENT OF FUNDS IN LIEU OF BOND) o PUBLIC WORKS CONTRACT D CONTRACTOR SELECTION DOCUMENT o SMALL PUBLIC WORKS CONTRACT (E.G., RFB, RI'P, RfQ) AG#: 00. - 003 (LESS THAN $200.000) D CONTRACT AMENDMENT D PURCHASE AGREEMENT) D CDBG (MATERIALS, SUPPLIES, EQUIPMENT) ?( OTHER Mo0- D REAL ESTATE DOCUMENT 5. PROJECTNAME:St. ffiMlLIS ~~'~._=moM 1+40 ~ ?'<tJ~'(f1NVl 6. NAME OF CONTRACTOR: Njl4 ._.' ",~,,"M,'~,~,=" .~~-".',--,'.,.., -,~"_.",-,,'~~"'-'~.....","~~~~~-,._,---,-,, ADDRESS: on...... __._,~ TELEPHONE ---.----""- SIGNATURE NAME: TITLE ." 7. ATTACH ALL EXHIBITS AND CHECK BOXES [I SCOPE OF SERVICES o ALL EXHIBITS REFERENCED IN DOCUMENT D INSURANCE CERTIFICATE D DOCUMENT AUTHORIZIN(j SIGNAruRE 8. TERM: COMMENCEMENT DATE: kh 21../"" 2hJ l.JI COMPLETION DATE: 9. TOTAL COMPENSATION $ ~ (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHA<<OE - ATTACH SCH EDLJLES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: DYES DNa IF YES. MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED DYES DNO IF YES, $ " PAID BY: D CONTRACTOR D CrT -- - 10. CONTRACT REVIEW INITIAL/DATE APPROVED INITIAL/DATE APPROVED o PROJECT MANAGER ._._'.,,'"r'___ _.,...,~..,- D DIRECTOR _~.."u.'_ D RISK MANAGEMENT DLAW 11. CONTRACT SIGNATURE ROUTING INITIAL/DATE APPROVED INITIAL/DATE APPROVED P!LAW DEPARTMENT ~\lru~ c;.iqn.td I'MP ;J CITY MANAGER " .\ OM )i CITY CLERK ., \\ L.tt )!1 SIGN COpy BACK ~O ORGINATING DEPT. --=/~ -'4/1]//); . ~.^-~'--- 'Y'.' . J1f. ASSIGNED AG# to -Od8' I//~ ~/ D PURCHASING: PLEASE CHARGE TO: .~-',-,. COMMENTS LI~l\OLP cnu~\ \Q,WmveA - - - 07/05 LClu.r~ ~-,... ~ MEMORANDUM OF UNDERSTANDING BETWEEN ST. FRANCIS HOSPITAL AND THE CITY OF FEDERAL WAY, WASHINGTON tt THIS MEMORANDUM OF UNDERSTANDING ("MOU") is made this 24 day of February, 2006 by and between the undersigned representatives of the City of Federal Way, a Washington Municipal Corporation, and S1. Francis Hospital, 34515 9th A venue South, Federal Way, Washington. RECITALS: WHEREAS, S1. Francis Hospital is a Washington not~for-profit hospital that provides a disproportionate share of healthcare services to the Medicare population in addition to supporting many programs that benefit the indigent, uninsured or underinsured population in the State of Washington; WHEREAS, S1. Francis Hospital desires to participate in the drug discount program established under Section 340B of the Public Health Services Act (the "340B Program"); WHEREAS, in order to participate in the 340B Program, S1. Francis Hospital must enter into an agreement with a unit of state or local government pursuant to which S1. Francis Hospital commits to provide health care services to low income individuals who are not entitled to Medicare or Medicaid benefits at no reimbursement or considerably less than full reimbursement from these patients; WHEREAS, the City of Federal Way and S1. Francis Hospital agree that it is in the best interest of Federal Way citizens ifS1. Francis Hospital continues to provide healthcare services to the Medicare population, the indigent, the uninsured and the underinsured; and WHEREAS, S1. Francis Hospital is willing to make a formal commitment to the City of Federal Way and its citizens that it will continue to provide these healthcare services; NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, it is mutually agreed and covenanted, by and between the parties to this Agreement, as follows: 1. Commitment of St. Francis Hospital to Provide Indigent Care. Until this MOU is terminated pursuant to Section 4 below, the City of Federal Way and S1. Francis Hospital agree that S1. Francis Hospital will continue its historic commitment to the provision of health care to indigent, uninsured and underinsured residents in the City of Federal Way. In 2005, this commitment totaled approximately $10 million in lost charges. Pursuant to this commitment, S1. Francis Hospital anticipates that indigent care provided during the ternl of .- . this MOU will range approximately between $10 million and $15 million. In any event, St. Francis Hospital assures that all patients will receive necessary care, as required by law, regardless of ability to pay. 2. Acceptance and Acknowledgement of City of Federal Way. The City of Federal Way accepts the commitment of St. Francis Hospital set forth in Section 1 above and acknowledges that the healthcare services provided by St. Francis Hospital hereunder are in the public interest. 3. Representations of St. Francis Hospital. St. Francis Hospital represents that as of the date of this MOU: (a) St. Francis Hospital constitutes a corporation duly organized and validly existing in good standing under the laws of the State of Washington with the corporate power and authority to enter into and perform its obligations under this MOU; (b) St. Francis Hospital is a tax-exempt corporation under Section 501 (c)(3) of the Internal Revenue Code of the United States, as amended and under applicable laws of the State of Washington; . (c) St. Francis Hospital is providing the healthcare services hereunder at no reimbursement or considerably less than full reimbursement from the patients; and (d) The healthcare services St. Francis Hospital provides hereunder are being provided to individuals who are not entitled to benefits under Title XVIII or eligible for assistance under any State plan pursuant to Title XIX of the Social Security Act. 4. Term and Termination. The term of this MOU shall commence on the date written above and shall continue until terminated by either party upon not less than sixty (60) days prior written notice to the other. St. Francis Hospital agrees to notify the City of Federal Way immediately if it ceases to provide the healthcare services committed to under this MOU. This MOU will terminate immediately ifSt. Francis Hospital ceases to provide the healthcare services committed to under this MOU. The City of Federal Way and St. Francis Hospital reserve the right to immediately terminate this MOU if St. Francis Hospital ceases to be eligible for the 340B Program. 5. Notice. All notices required or permitted to be given under this MOU shall be deemed given when delivered by hand or sent by registered or certified mail, return receipt requested, addressed as follows: Send to: City of Federal Way Attention: City Manager P.O. Box 9718 Federal Way, WA 98063-9718 Send to: St. Francis Hospital Attention: Mike Fitzgerald, Chief Financial Offic.~r 34515 9th A venue South Federal Way, W A 98003-6799 0- . 6. Indemnification. St. Francis Hospital shall indemnify and hold harmless the City of Federal Way and its officers, boards, commissions, employees, agents, attorneys, and contractors from and against any and all liability, damages, and claims, (including, without limitation, reasonable fees and expenses of attorneys, expert witnesses and consultants), which may be asserted by reason of any act or omission of St. Francis Hospital, its employees, agents, or contractors, which may be in any way connected with the commitments or representations made by St. Francis Hospital in this MOD, which may be connected in any way to St. Francis Hospital's participation in the 340B Program, or which may arise out of this MOD. The City of Federal Way shall indemnify and hold harmless St. Francis Hospital and its officers, boards, commissions, employees, agents, attorneys, and contractors from and against any and all liability, damages, and claims, (including, without limitation, reasonable fees and expenses of attorneys, expert witnesses and consultants), which may be asserted by reason of any act or omission ofthe City of Federal Way, its employees, agents, or contractors, which may arise out of this MOU. 7. Governing Law. This MOD shall be governed by and construed in accordance with the laws of the State of Washington (excepting any conflict of laws provisions which would serve to defeat application of Washington substantive law). IN WITNESS WHEREOF, St. Francis Hospital and the City of Federal Way have executed this Agreement as of the day and year first written above by their duly authorized representatives. CIT~EDE7WAY~ By. U-t ~ Interim City Manager, Derek Matheson 33325 8th Ave S P.O. Box 9718 Federal Way, W A 98063-9718 APPROVED AS TO FORM: ATTEST: _.- ., , ;,. , ST. FRANCIS HOSPITAL By: Mike Fitzgera Chief Financial Officer 34515 9th Ave eSouth Federal Way, W A 98003-6799 (253) 552-4105 STATE OF WASHINGTON) ~'v ) ss. COUNTY OF ) On this day personally appeared before me Mike Fitzgerald, to me known to be the Chief Financial Officer of S1. Francis Hospital that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this 1l>. /t~l n~ day of ,2006. rV~&, ,"""'"'' r1Z&1>1t D' ki.S G7<... I"~ D '" (typed/printed name of notary) "... . ~" ~~~........."..~~ Notary Public in and for the State of Washington. .~ ~~,... My commission expires 1-1-3--001 €14:.(tiJTARY\ ~ :. ~ ....~: : ~ ~,. PUBUC I i -, ~ ,.. .. . 'tJi." , .1.~" .:- ':... ~;.."".." ...... .., OFW ,,,; '" ", '"""....." ~- " K:\agreement\MOU\St. Francis 340B Program. !';nal