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2013-1060-Ordinance No. 2013-014 Recorded 7/8/2013REVIEW d L ,GAL COUNSEL COUNTY NANCYUBLANKENSHIP,FC UNTY CLERKDS COMMISSIONERS' JOURNAL 0710812013 08;08;44 AM 1111111 I 11111111 2 13j11111111111111 BEFORE THE BOARD OF COUNTY COMMISSIONERS OF DESCHUTES COUNTY, OREGON An Ordinance Amending Deschutes County Code Chapter 2.60 Intergovernmental Entities and * ORDINANCE NO. 2013-014 Declaring an Emergency. * RECITALS Deschutes County Code (DCC) 2.60 sets forth Deschutes County's ratification of certain intergovernmental entities to which the county is a party. Specifically, 2.60.030 ratifies creation of the Accountable Behavioral Health Alliance (Alliance). Other members of the Alliance include Benton, Crook, Jefferson and Lincoln counties; and Principally as a result of health reform legislation (SB 1580, 2012 Oregon Legislative Session) and the required establishment of coordinated care organizations on a regional level, members of the Alliance have decided that it is in each member's best interest to be allowed to pursue new organizational structures and collaborative business relationships, in an effort to meet local responsibilities for delivery of behavioral health care and public health care; and. Members of the Alliance have negotiated amendments to the Intergovernmental Agreement first adopted in 1997 and later amended in 1998. This Ordinance will adopt the current series of amendments, herein referred to as Modified Intergovernmental Agreement of 2013, and amend DCC 2.60.30 to further acknowledge adoption of such amendments; now therefore, THE BOARD OF COUNTY COMMISSIONERS OF DF.SCIIUTF,S COUNTY, OREGON, HEREBY ORDAINS as follows: Section 1. The Modified Intergovernmental Agreement of 2013, a copy of which is attached hereto, marked Exhibit A and incorporated herein, is hereby adopted. Section 2. AMENDMENT. DCC Chapter 2.60.030, Accountable Behavioral Health Alliance, is amended to read with new language underlined: A. Deschutes County ratifies the creation of the Accountable Behavioral Health Alliance (Alliance). PAGE 1 OF 2- ORDINANCE No. 2013-014 B. The Alliance shall have the power to enter into contracts, provide mental health services under the Oregon Health Plan, provide behavioral health services as a unified entity, and provide all administrative services necessary for the provision of these services. C. F'rom and after adoption of the Modified Intergovernmental Agreement of 2013 by all members of the Alliance Deschutes County shall be and remain a member of and subject to and participate in the Alliance only to the extent allowed by the Modified Intergovernmental Agreement of 2013. Section 3. EMERGENCY. This Ordinance being necessary for the public peace, health and safety, an emergency is declared to exist and this Ordinance takes effect on its passage. DATED this p r day of , 2013. BOARD OF COUNTY COMMISSIONERS OF DESCHUTES COUNTY, OREGON a4l't ALAN UNGER, CHAIR TAMMY BAN , VICE-CI-I Lev ANTHONY DEBONE, COMMISS OVER Date of 1St Reading: 34, day of '2013. Date of 2"d Reading: day of , 2013. Record of Adoption Vote Commissioner Yes No Abstained Excused Alan Unger 4-~ Tammy Baney c. Anthony DeBone Effective Date: !J~ day of '2013 ATTEST: Recording Secretary PAGE 2 OF 2- ORDINANCE) No. 2013-014 MODIFIED INTERGOVERNMENTAL AGREEMENT Whereas, Benton, Crook, Deschutes, Jefferson and Lincoln Counties (each a "party" and collectively "parties") entered into an intergovernmental agreement pursuant to ORS Chapter 190, first adopted in June 1997, and subsequently modified in 1999 and in 2000, to form an intergovernmental entity called the Accountable Behavioral Health Alliance (ALLIANCE); and Whereas, the Oregon Health Reform Legislation (SB 1580 2012 Legislative Session) changes the manner of funding and organization for the parties to best provide local mental health and public health services to each party's citizens; and Whereas, these changes were not anticipated by the parties when the original intergovernmental agreement creating ALLIANCE was executed; and Whereas, party counties need to pursue new organizational structures and to accommodate the difference in timing between the development of those new structures in the different geographical areas of the parties, and to meet the current and near future need for funding to best allow the party counties to serve their citizens' mental health and public health needs; and, Whereas modifications of the Intergovernmental Agreement need to be adopted by all five counties that are now parties of ALLIANCE; Now, therefore, the parties do enter into the following modified intergovernmental agreement, which sets forth all terms which shall bind the parties and which replaces the original agreement between the parties: This agreement is entered into pursuant to ORS 190.010 (5). The parties to this agreement are BENTON COUNTY, CROOK COUNTY, DESCHUTES COUNTY, JEFFERSON COUNTY,-and LINCOLN COUNTY. All parties are political subdivisions of the State of Oregon. WHEREAS, each of the parties to this agreement has authority to perform the functions, duties, and responsibilities set out in this agreement individually; WHEREAS, the parties to this agreement wish to form an intergovernmental entity to perform the functions, duties and responsibilities set out in this agreement in the interest 1) of furthering economy and efficiency in local goverment, 2) of successfully bidding for the contract for Oregon Health flan services, and 3) of furthering coordination and continuity of quality behavioral health services to the client population of' all five. Counties represented by the parties. 2013 MODIFIED ABHA AGREEMENT 1190 ABHA_06-I8-13_F7NAL.docl Page 1 of 7 THE PARTIES AGREE AS FOLLOWS: 1. PURPOSE: This agreement establishes and forms a five county intergovernmental entity to be known as the Accountable Behavioral Health ALLIANCE, hereinafter ALLIANCE and describes how that organization shall be dissolved or reconfigured. 2. EFFECTIVE DATE: This agreement shall be effective when fully executed by all parties. 3. FUNCTIONS: The ALLIANCE shall contract with and administer contracts with the State of Oregon and any other public or private entity for the provision of behavioral health services under managed care and through capitation. ALLIANCE may contract with any public or private entity for the provision of behavioral health services through other funding mechanisms. The ALLIANCE shall have the responsibilities of entering into contracts, monitoring compliance with contracts, administrating the provisions of the required delivery system to assure the provision of behavioral health service including mental health and chemical dependency services to adults and children. Such duties may include, but are not limited to, establishing provider panels and credentialing providers, establishing quality assurance guidelines and oversight, providing utilization management for both inpatient and outpatient services, providing member services including education and prevention activities, hearing, monitoring, and resolving complaints and grievances, establishing financial systems including maintenance of financial reserve requirements, policies, and monitoring sub-capitated funds of the parties to this agreement, establishing management information systems, meeting the reporting requirements of contracting entities, hiring employees to perform administrative tasks and other duties as assigned or delegated by the Governing Board and the Administrative Council. 4. FUNDING: ALLIANCE shall receive funding through contract with the State of Oregon and any other public or private entity and shall be fully responsible for all funding of the ALLIANCE's functions, duties and responsibilities under this agreement. Each party to this agreement shall receive funding from the ALLIANCE, and each of the parties to this agreement shall be fully responsible for all funding of that party's functions, duties and responsibilities under the agreement. 5. TERM: This agreement shall be in effect for the life of the ALLIANCE. Should any one or two parties wish to withdraw from the ALLIANCE, a novation shall be made. 6. TERMINATION: This agreement may be terminated, in writing, by mutual consent of all the parties, or by agreement of any four of the parties. It shall expire with no further action of any of the parties should the ALLIANCE terminate or be dissolved. As the agreement creates the ALLIANCE, termination of the agreement terminates the ALLIANCE. 2013 MODIFIED A13HA AGREEMENT [1901ADHA_06-18-13_FANAL.doe] Page 2 of 7 7. DEISTS, LIABILITIES AND OBLIGATIONS: All debts, liabilities, and obligations of any of the parties shall be and shall remain debts, liabilities, and obligations of that or those parties and shall not become debts, liabilities, and obligations of the other party or parties or of the ALLIANCE. Debts, liabilities, and obligations shall remain the responsibility of the responsible party, whether or not that party remains a member of the ALLIANCE. All debts, liabilities, and obligations incurred by or on behalf of the ALLIANCE shall remain debts, liabilities, and obligations of the ALLIANCE. 7A. ASSUMPTION OF SPECIFIC DEBTS/OBLIGATIONS/LIABILITIES. Notwithstanding paragraph 7, consistent with ORS 190.080 (4), Benton County and Lincoln County agree to affirmatively assume responsibility for the specific debts, liabilities and obligations associated with the continuing operation of ALLIANCE after July 31, 2011 Benton County and Lincoln County agree to defend, hold harmless, and indemnify Crook County, Deschutes County, and/or Jefferson County for these specific debts, liabilities and obligations. "[his affirmative assumption of responsibility and agreement to defend, hold harmless and indemnify does not extend to claims not made or contemplated that arise either during the period before final dissolution or afterward, unless those claims exclusively relate to actions by ALLIANCE, or Benton County or Lincoln County, and are not accrued or tailing liabilities as described in paragraphs 10A or 10B, below. This assumption specifically includes an assumption of any debts, obligations or liabilities associated with any successor organization or entity formed by ALLIANCE, Benton County or Lincoln County after July 31, 2012. 8. DISSOLUTION: Upon dissolution of the ALLIANCE, any assets, other than the reserves discussed in section 9 below, acquired by the ALLIANCE during its existence shall be distributed proportionately between all parties which are members of the ALLIANCE at the date of dissolution. Except as provided in section 9, no distribution shall be made to any original parties to this agreement which are no longer members at the date of dissolution. Any indebtedness of the ALLIANCE, outstanding at the date of dissolution,-shall be satisfied before assets are distributed. In satisfying such outstanding indebtedness, assets of the ALLIANCE shall be applied first, and only once all of those assets have been exhausted may the reserves discussed in Section, below, be applied to the debt. Should there be sufficient assets to satisfy all debts and claims against the ALLIANCE, then each party shall be entitled to a proportionate refund of its or their enrolled population contribution under the Oregon Health Plan made since the inception of this agreement. 8A. DISTRIBUTION OF ASSETS: ALLIANCE will complete all tasks required for ALLIANCE dissolution and distribution of assets and/or reserves not required for contingent liabilities or obligations on or before July 1, 2013. ALLIANCE will complete for FY 2012-13 a final ALLIANCE audit by October 30, 2013 (or an agreed upon later date, depending upon the continuing requirements of Benton County and Lincoln County for the services of ALLIANCE). As approved by the Board in its meeting of April 23, 2012, ALLIANCE has distributed $3,000,000 of assets to the parties. Notwithstanding any other provision of this agreement to the contrary, as approved by the Board in its 201)3 MODIFIED ABHA AGREEMENT [190 ABHA_06-1.Y-13_F1N,QL.dnc1 Page 3 of 7 meeting of October 19, 2012, an additional one time distribution of $180,000 of assets shall be made to Benton County and Lincoln County. Analysis of estimated dissolution costs and liabilities demonstrate that a reserve fund of $125,000 - and no more - is required for ALLIANCE to meet its auditing, legal and miscellaneous wind up obligations. If, after payment of all wind up costs, expenses and final audit for fiscal year 2013-14, a balance remains in the reserve fund, the balance shall be distributed to the five members in the following manner (using the past two fiscal years (2010/2011 and 2011/2012 of service dollar capitation of each of the five members): Benton 18.32%; Crook 7.19%; Deschutes 44.38%; Jefferson 8.34% and Lincoln 21.77%. A balance sheet for July 31, 2012 is attached hereto as Exhibit "A" and describes the assets and liabilities of ALLIANCE as of that date. A projected balance sheet for June 30, 2013 is attached hereto as Exhibit "B" and describes the anticipated, though inexact, assets and liabilities of ALLIANCE at the end of fiscal year 2012-13. Benton County has asserted that it is responsible for unemployment costs and PERS bonds that arise from ALLIANCE employees and that as a result of the dissolution, ALLIANCE will no longer contribute a share of Benton County's PERS bond obligations. While all of the parties do not agree on ALLIANCE responsibility for such PERS bonds, they have nonetheless agreed that making this contribution will result in release from any exposure to future claims arising from Benton County PERS bonds or ALLIANCE employees' PERS and OPSRP rights. The parties agree ALLIANCE shall distribute the stun of $478,209.36 to Benton County in full satisfaction of ALLIANCE's PERS bond obligation, as well as any unfunded actuarial PERS liability. Furthermore, ALLIANCE shall distribute an amount up to the sum of $67,056 to Benton County for payment of unemployment costs that may be filed by ALLIANCE employees. These distributions shall be made on or before July 30, 2013. Following payment to Benton County of the above-stated PERS and unen-iployntent costs, Benton County shall assume all liability for PERS bond obligations (including unfunded actuarial liability) and unemployment claims and shall hold the remaining ALLIANCE members harmless from such obligations and liability attributable to ALLIANCE employees. 8B. WITHDRAWAL: If a party to this agreement withdraws from this agreement prior to dissolution, that party shall not be entitled to any distribution of ALLIANCE assets or funds except for reserves, as set out in Section 9, below. A withdrawing party shall be entitled to a distribution of any contribution by that party to the outpatient provider fund, less the amount needed to satisfy all outstanding claims, debts, liabilities, and obligations of or against the ALLIANCE for outpatient provider services incurred by the ALLIANCE for that party prior to or at the time of withdrawal. In no event shall a party receive an amount greater than that party's contribution to the outpatient provider hand. 8C. EXCEPTION TO WITHDRAWAL. Notwithstanding; paragraph 8A, if Benton County and Lincoln County determine that it is in the best interest of Benton County or Lincoln County to continue the ALLIANCE as an entity owned or operated by Benton County and Lincoln County, then Crook County, Deschutes County and Jefferson County may discontinue membership in the ALLIANCE and will not be considered a 2013 MODIFIED ABHA AGREEMENT (190 ABHA_06-18-13_FINAL.dor:l Page 4 of7 "withdrawal" from the ALLIANCE. Instead, such a decision shall be a "dissolution" under paragraphs 8 and 9. 9. RESERVES: Reserves shall not be considered assets of the ALLIANCE for purposes of this agreement. Should one or more of the parties to this agreement withdraw from this agreement without the remaining parties dissolving the ALLIANCE or upon dissolution of the ALLIANCE, the withdrawing party or parties shall be entitled to receive a proportionate refand of its or their initial contribution to the reserves of the ALLIANCE. 'this refund shall be paid from available funds, if any, and shall not, in any event, exceed the contributions of the individual withdrawing party. In determining available funds, a sum equal to the amount necessary to cover any outstanding claims, debts, liabilities or obligations of or against the ALLIANCE for services rendered to the ALLIANCE prior to or at the time of the withdrawal shall be set aside before any distribution is made. 10. GOVERNING BOARD PRIOR TO 2012/2013: The ALLIANCE shall be governed by a five member governing board. The governing board shall be comprised of one commissioner from each of the Boards of Commissioners and/or Court of each county which is a party to this agreement. The commissioners shall be appointed by their respective Boards of Commissioners. The governing board shall have the following tights and responsibilities. establish overall governing guidelines, appoint members of advisory boards, hire and evaluate the performance of the Executive Director, appoint and oversee the administrative council, oversee the operation of the ALLIANCE, and any other right or responsibility deemed necessary and appropriate. The governing board has the authority to enact bylaws which shall govern its actions. 10A. LIMITED GOVERNING BOARD DURING 20.12/2013. Notwithstanding paragraph 10, above, for matters solely related to ALLIANCE operations continuing to serve only the needs of Benton County and/or Lincoln County during the 2012-2013 fiscal year or beyond, Crook County, Deschutes County and Jefferson County will have no authority to vote and the governing board's bylaws shall not apply to the conduct of meetings of and decisions by the representatives of Benton County and Lincoln County on matters solely related to ALLIANCE operations serving only the needs of Benton County and/or Lincoln County. For meetings and decisions by Benton County and Lincoln County regarding the matters encompassed in the immediately preceding sentence, the representatives of Benton County and Lincoln County shall constitute a quorum of the members. 10B. EXCEPTION TO LIMITED GOVERNING BOARD: Notwithstanding paragraph 10A, above, Crook County, Deschutes County and Jefferson County retain the authority to attend all ALLIANCE meetings and to vote on all matters related to ALLIANCE reserves accumulated for or from ALLIANCE operations that occurred prior to August 1, 2012. Crook County, Deschutes County and Jefferson County retain the authority to attend all ALLIANCE meetings and to vote on all matters related to ALLIANCE liabilities that have accrued prior to August, 2012, and any tailing liabilities, that result from ALLIANCE operations prior to August 1, 2012, specifically including 2013 MODIFIED ABFIA AGREEMENT" [190_ABHA_06-18-13_TINAL.docl Page 5 of 7 claims asserted against ALLIANCE that are not known or contemplated by the parties at the time of execution of this agreement, asserted at some date beyond August 1, 2011 For purposes of decisions related to these matters, specifically including accumulated reserves, ALLIANCE operations prior to August 1, 2012, and any liabilities or claims asserted against ABHA as a whole based on acts or omissions prior to August 1, 2012, a quorum of the five county members is required. 11. ADMINISTRATIVE COUNCIL: The Administrative Council shall be comprised of seven members: (1) one mental health director or health administrator from each of the counties which are parties to this agreement, to be appointed by his/her county and (2) two members to be appointed by the governing board in accordance with the provisions of the adopted bylaws. The Council shall have the following rights and responsibilities: work with the Executive Director to: set goals and objectives for the ALLIANCE, establish standards and administrative and operational policies, assure provision of appropriate service delivery, and any other rights or responsibilities that are deemed necessary by the governing board. The Council has the authority to enact bylaws which shall be approved and adopted by the Governing Board and which shall govern its actions. 11 A. EXCEPTION TO ADMINISTRATIVE COUNCIL. Notwithstanding paragraph 11, following the execution of this agreement amendment, the Administrative Council will no longer convene. Benton County and Lincoln County may continue to operate an Administrative Council which meets the needs of ALLIANCE operations continuing during the 2012-2013 fiscal year or beyond, or may choose not to do so, in whatever manner best meets the needs of Benton County and Lincoln County. Should a matter arise that concerns all five county members during this time, the Board may determine whether to convene the administrative council to function as set out in paragraph 11. 1 I B. EXECUTIVE DIRECTOR: The Governing Board shall hire an Executive Director who shall have the following rights and responsibilities: monitor for contractual compliance, enter into contracts for the provision of behavioral health services, oversee day to day operations of the ALLIANCE, and work with the Administrative Council to: set goals and objectives for the ALLIANCE and establish standards and operational and administrative policies and procedures; and any other rights and responsibilities that are deemed necessary by the Governing Board. 12. MERGER: This agreement is intended both as the final expression of the agreement between the parties with respect to the included terms and as a complete and exclusive statement of the ternis of the agreement. 13. MODIFICATIONS: No modification of this agreement shall be effective unless and until it is made in writing and signed by all parties. 14. HOLD HARMLESS: Each of the parties shall be solely responsible for any liability incurred by that party. To the extent possible under the limits of the Oregon Tort Claims 2013 MODIFIED AB14A AGREEMENT 1190_ABHA_06-18-13_FIN.9L.<toe] Page 6 of 7 Act, each party shall hold the others harmless, indemnify, and defend the others' officers, agents and employees from any and all liability, actions, claims, losses, damages, or other costs including attorney's fees and witness costs (at both trial and appeal level, whether or not a trial or appeal ever takes place) that may be asserted by any person or entity arising from, during, or in connection with the performance of the work described in this agreement, except liability arising out of the sole negligence of one or more of the parties or its employees. If any aspect of this indemnity shall be found to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this indemnification. 15. WORKER'S COMP: Each party under this agreement is a subject employer under ORS Chapter 656, and shall maintain currently valid workers compensation insurance coverage for all subject workers for the life of this agreement. 16. NONDISCRIMINATION: The parties shall comply with all applicable federal, state, and local laws, rules and regulations on nondiscrimination in employment because of race, color, ancestry, national origin, religion, sex, marital status, age, medical condition or disability or sexual orientation. 17. CONTRACT MAINTENANCE: This modified agreement shall be comprised of five separate original documents, identical but for the signature blocks. The Board of Commissioners of each of the parties shall execute and date one of the separate original documents. Pursuant to section 2, this agreement shall be final upon the date of the last signature. Benton County shall compile the five separate original documents into one document. From that time forward, this compilation shall be considered the original agreement. Benton County shall provide a full copy of this document to each of the other parties and shall maintain the original in its records. DATED this day of , 2013 COUNTY BOARD OF COMMISSIONERS Chair Approved as to form Commissioner County Counsel Commissioner 2013 MODIFIED ABHA AGREEMENT [190 ABIIA_06-18-1.3_FINAL.doc] Page 7 of 7 4 <cf 40 k w N N U7 U'S oc OR H O U N N _ O O ~ n ti m C rJ c 7 M W tD f~ LO M Cl) 00 (D r I~ CO O N r 4~ r- C N 7 M " IT U. 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