HomeMy WebLinkAboutUkiah Adventist Hospital dba Adventist Health Ukiah Valley (AHUV)340B Memorandum of Agreement 20230313 1
340B MEMORANDUM OF AGREEMENT
This 340B MEMORANDUM OF AGREEMENT (“Agreement”) is entered into effective as of
the last date signed below (the “Effective Date”), by and between UKIAH ADVENTIST HOSPITAL, a
California nonprofit religious corporation, d.b.a. Adventist Health Ukiah Valley (“Hospital”) and
the City of Ukiah, a California public entity (“Public Entity”). Hospital and Public Entity are
sometimes referred to in this Agreement as a “Party” or, collectively, as the “Parties.”
Recitals
A.Hospital is a California nonprofit religious corporation that owns and operates a general
acute care hospital in Ukiah, California and provides a disproportionate share of healthcare services to
the Medicare and Medicaid population in addition to supporting many programs that benefit the
indigent, uninsured or underinsured population in Ukiah.
B.Hospital desires to participate in the drug discount program established under Section
340B of the Public Health Services Act (the “340B Program”).
C.In order to participate in the 340B Program Hospital must enter into an agreement with
a unit of government pursuant to which Hospital commits to provide health care services to low-income
individuals without Medicare or Medicaid benefits at no reimbursement or considerably less than full
reimbursement from these individuals.
D. Hospital desires to make such a formal commitment to Public Entity, and Public Entity
agrees to accept such commitment on behalf of the residents of Ukiah.
E.Prior to entering into this Agreement, the Parties entered into that Memorandum of
Understanding effective May 25, 2017 (the “Prior Agreement”). This Agreement terminates the Prior
Agreement, except that this termination shall not affect any breaches that occurred under the Prior
Agreement or any other provision that survives termination.
In consideration of the mutual agreements and covenants contained herein and for other good a valuable
consideration, the receipt and sufficiency of which hereby are acknowledged, it is mutually agreed, by
and between the Parties to this Agreement, as follows:
Agreement
1.Commitment of Hospital to Provide Indigent Care.
Hospital agrees to continue its historical commitment to the provision of health care to indigent,
uninsured and underinsured patients by adhering to the Hospital community benefit plan. During the
fiscal year ending December 2022, Hospital provided at least $1 Million in traditional charity care.
Pursuant to its commitment to continue to provide indigent care, it is Hospital's intention that indigent
care provided during the term of this Agreement will be consistent with its historical commitment, a
minimum of $1 Million per year. In any event, Hospital will ensure that all patients presenting to its
emergency department shall continue to receive necessary care, as required by law, regardless of ability to
pay.
2.Acceptance and Acknowledgements of Public Entity.
(a)Public Entity accepts the commitment of Hospital set forth above;
(b)Public Entity hereby acknowledges that the health care services provided by Hospital
hereunder are in the public interest and based on the representations of Hospital are being provided to
individuals who are neither entitled to Medicare or Medicaid benefits; and
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(c)Based on the representations of Hospital, Public Entity acknowledges that Hospital is
providing these services at no reimbursement or considerably less than full reimbursement from the
patients.
3.Representations of Hospital. Hospital represents that as of the Effective Date:
(a)Hospital, constitutes a non-profit religious corporation duly organized and validly
existing in good standing under the laws of the State of California with the corporate power and
authority to enter into and perform its obligations under this Agreement; and
(b)Hospital, is a tax-exempt corporation of under Section 501(c)(3) of the Internal
Revenue Code of the United States, as amended and under applicable laws of the State of California.
4.Term and Termination.
(a)Term. This Agreement shall commence on the Effective Date and shall remain in force
for a period of 1 year (the “Initial Term”). Upon the expiration of the Initial Term, this Agreement may
renew for a successive 1-year periods (each a “Renewal Term”), subject to the termination provisions of
this Agreement. The Initial Term, together with all subsequent Renewal Terms, are collectively referred
to herein as the “Term.”
(b)Termination. This Agreement may be terminated as follows:
i. Either Party may terminate this Agreement without cause and without penalty upon
30 days’ advance written notice to other Party.
ii. This Agreement shall automatically terminate should the 340B Program be
discontinued or the Hospital withdraws from the 340B program.
5.Notice. All notices required or permitted under this Agreement shall be in writing and shall be
delivered either: (a) by overnight delivery using a nationally recognized overnight courier (e.g., Federal
Express, UPS or other similar service), in which case notice shall be deemed delivered 1 business day
after deposit with such courier or (b) by personal delivery, in which case notice shall be deemed delivered
upon receipt. In each case, notice shall be delivered or sent to the address indicated below, or such other
address as provided by a party, from time to time, pursuant to this section.:
If to Hospital addressed to: If to City addressed to:
Ukiah Adventist Hospital City of Ukiah
495 East Perkins Street 300 Seminary Avenue
Ukiah, CA 95482 Ukiah, CA 95482
Attn: Hospital Administration Attn: City Manager
707-463-7493 707-463-6200
Copy to:
Adventist Health System/West
One Adventist Health Way
Roseville, CA 95661
Attn: Director, Pharmacy
6.Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of California, except regarding its conflict of laws rules that cause another jurisdiction’s
laws to govern instead. The Parties consent to the jurisdiction and venue of Sacramento County,
California courts.
7.Dispute Resolution. In the event of any controversy or dispute related to or arising out of this
Agreement, the Parties agree to meet and confer in good faith to attempt to resolve the controversy or
dispute without an adversary proceeding. If the controversy or dispute is not resolved to the mutual
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satisfaction of the Parties within 5 business days of notice of the controversy or dispute, the Parties agree
to waive their rights, if any, to a jury trial, and to submit the controversy or dispute to a retired judge or
justice pursuant to Section 638 et seq. of the California Code of Civil Procedure, or any successor
provision, for resolution in accordance with Chapter 6 (References and Trials by Referees), of Title 8 of
Part 2 of the California Code of Civil Procedure, or any successor chapter. Notwithstanding the above in
this Section, the Parties agree to submit the controversy or dispute with claim(s) totaling $5,000 or less to
small claims court in accordance with Chapter 5.5 (Small Claims Court), of Title 1 of Part 1 of the
California Code of Civil Procedure, or any successor chapter. The Parties agree that the only proper
venue for the submission of claims is the County of Sacramento, California, and that if applicable, the
hearing before the referee shall be concluded within 9 months of the filing and service of the complaint.
The Parties reserve the right to contest the referee’s decision and to appeal from any award or order of
any court.
8.Entire Agreement. This Agreement is the entire understanding and agreement of the parties
regarding its subject matter, and supersedes any prior oral or written agreements, representations,
understandings, or discussions between the Parties. No other understanding between the Parties shall be
binding on them unless set forth in writing, signed and attached to this Agreement.
9.No Third-Party Beneficiaries. Nothing in this Agreement shall confer any rights upon any
person or entity that is not a Party to this Agreement or a successor or an assignee of a Party to this
Agreement.
10.Severability. If any provision of this Agreement is held to be unenforceable for any reason, it
shall be adjusted rather than voided, if possible, to achieve the intent of the Parties to this Agreement to
the greatest extent possible. All other provisions of this Agreement shall remain in full force and effect.
The Parties, through their duly authorized representatives, have executed this Agreement as of the last date
signed below.
Hospital
UKIAH ADVENTIST HOSPITAL, a California
nonprofit religious corporation, d.b.a. Adventist
Health Ukiah Valley
Date By: Dean Shepardson
Its: Treasurer
Public Entity
City of Ukiah, a California public entity
Date By: Sage Sangiacomo
Its: City Manager
05/22/2023