SUBSTITUTE ADOPTED - DECEMBER 10, 2002
Agenda Item No. 22
Introduced by the Human Services Committee of the:
INGHAM COUNTY BOARD OF COMMISSIONERS
RESOLUTION TO ADOPT THE BY-LAWS AND A COOPERATIVE OPERATIONAL AGREEMENT FOR THE INGHAM COMMUNITY HEALTH CENTER BOARD
RESOLUTION #02-294
WHEREAS, Ingham County operates a network of community health centers that provide primary care and public health categorical services to approximately 25,000 low-income and at-risk persons, including about 10,000 persons enrolled in the Ingham Health Plan and 8,000 persons enrolled in Medicaid HMO 's; and
WHEREAS, it is a continual struggle to find revenue to support the network of community health centers; and
WHEREAS, the Federal Bureau of Primary Health Care, Health Resources and Services Administration, provides grants to communities to operate community health centers and may authorize cost-based reimbursements through Medicaid; and
WHEREAS, the Health Officer has recommended that Ingham County request that the Bureau of Primary Health Care grant Ingham County "Federally Qualified Health Center" "Look Alike" status, and further that the County develop an application for a community health center grant from the Bureau of Primary Health Care; and
WHEREAS, it is necessary to provide for community oversight to the County's network of community health centers in order to be eligible for Look Alike status and for a Federal community health center grant.
THEREFORE BE IT RESOLVED, that the Ingham County Board of Commissioners hereby adopts the Bylaws of the Ingham Community Health Center Board (Health Center Board).
BE IT FURTHER RESOLVED, that the Ingham County Board of Commissioners authorizes a Cooperative Operational Agreement with the Ingham Community Health Center Board which clarifies the role the Health Center Board shall play in the operation of the network of community health centers operated by the Ingham County Health Department.
BE IT FURTHER RESOLVED, that the Ingham Community Health Center Board is created for the purpose of providing community oversight to the operation of the network of community health centers, as defined by the Federal Government in Section 330 of the Health Centers Consolidation Act of 1996 concerning Federally Qualified Health Centers and Federally Qualified Health Center Look-Alikes.
BE IT FURTHER RESOLVED, that the Board Chairperson is authorized to sign the Cooperative Operational Agreement after review by the County Attorney.
HUMAN SERVICES: Yeas: Hertel, Dedden, Celentino, Severino
Nays: None Absent: Lynch Approved 12/2/02
BYLAWS
INGHAM COMMUNITY HEALTH CENTER BOARD
ARTICLE I -- NAME
The name of this Board shall be the Ingham Community Health Center Board (hereinafter "Community Health Center Board" or "Health Center Board").
ARTICLE II -- PURPOSE
The Community Health Center Board will assist the Ingham County Board of Commissioners (hereinafter "Ingham County Board of Commissioners" or "Board of Commissioners" ) and the Ingham County Health Department (hereinafter "Ingham County Health Department" or "Health Department"), a department of Ingham County pursuant to MCL 333.2413, to implement health services for Ingham County residents through a network of community health centers operated by the Health Department. These services represent a significant effort by the County to assure that low-income Ingham County residents have access to an organized system of health care, and to assure that County residents have adequate access to categorical public health programs and services, including family planning, sexually transmitted diseases diagnosis and treatment, breast and cervical cancer control, and immunizations. The Community Health Center Board, the Board of Commissioners and the Health Department shall be particularly committed to meeting the health care needs of at-risk populations, including women during the child-bearing years, children, minorities and other underserved populations.
The Community Health Center Board shall participate in the planning of and serve as a co-applicant for a grant application to the U.S. Department of Health and Human Services, Health Resources and Services Administration, Bureau of Primary Health Care, under Section 330 of the Public Health Services Act for operation of a Federally Qualified Health Center and for application for operation of a Federally Qualified Health Center Look-Alike Entity. The Community Health Center Board shall monitor the Health Department's implementation of the Grant, if applicable.
ARTICLE III -- OBJECTIVES
1. To arrange for the provision of comprehensive primary care services to residents of the medically underserved areas of Ingham County.
2. To increase the accessibility of primary care services to uninsured/underinsured population groups which experience a shortage of primary care.
3. To assure that the Community Health Centers provide high quality primary care services.
4. To develop an integrated primary care program with other community health resources including ongoing public health services.
5. To support the Ingham County objective of assuring that all County residents have access to an organized system of health care.
6. To support Ingham County in its efforts to make categorical public health services (such as family planning, sexually transmitted disease prevention, diagnosis and treatment, breast and cervical cancer control, WIC and immunizations) available to the general population and especially to at-risk subgroups, including women in childbearing years, children, and minorities.
ARTICLE IV -- AUTHORITY OF INGHAM COUNTY BOARD OF COMMISSIONERS
The Ingham County Board of Commissioners is elected and operates under provisions of Article VII of the 1963 Michigan Constitution and Public Act 156 of 1851,
MCL 46.1 et seq. The Ingham County Board of Commissioners has the responsibility to represent the County and for the care and management of the business of the County. MCL 46.11(l). The Board of Commissioners has the authority to establish rules and regulations in reference to the management of the interest and business concerns of the County as the Board considers necessary and proper in all matters not especially provided for by law. MCL 46.11(m). Pursuant to statute, the Board of Commissioners is required to provide for a county health department to serve the needs of the community. MCL 333.2413.
The Ingham County Board of Commissioners, acting on behalf of Ingham County, shall serve as the public entity applicant, together with the Health Center Board as co-applicant, for grants under Section 330 of the Public Health Services Act.
ARTICLE V -- SIZE AND COMPOSITION
A. Size
The Community Health Center Board shall consist of eleven (11) persons.
B. Composition
1. A majority of the Community Health Center Board members shall be individuals who are or will be served by the Community Health Centers and who, as a group, represent the individuals being served or to be served in terms of demographic factors, such as race, ethnicity and gender.
2. No more than one-half of the remaining members of the Board may be individuals who derive more than ten percent (10%) of their annual income from the health care industry.
3. The remaining Community Health Center Board members shall be representatives of the community in which the catchment area is located and shall be selected for their expertise in community affairs, local government, finance and banking, legal affairs, trade unions, and other commercial and industrial concerns, or social service agencies within the community.
4. No more than two (2) Community Health Center Board members may be Ingham County Board of Commissioners members.
5. No Community Health Center Board member shall be an employee of the Health Center or of Ingham County or the spouse or child, parent, brother or sister by blood or marriage of such an employee.
6. Conflicts of interest, as defined by Michigan law, or the appearance of conflicts of interest, shall be prohibited.
7. The Primary Care Director shall provide logistical and managerial assistance to the Community Health Center Board.
ARTICLE VI -- MEMBERSHIP AND TERMS OF OFFICE
A. Initial Appointments and Term
The initial members of the Community Health Center Board shall be appointed by the Ingham
County Board of Commissioners, upon the recommendation of the Health Department and Ad-Hoc
Health Center Planning (1)
1 The initial term of the appointed Community Health Center Board
members shall be staggered for not more than two (2) years as prescribed by the Ingham County
Board of Commissioners. The initial five (5) appointments shall be for one (1) year terms and the
remaining six (6) initial appointments shall be for two (2) year terms. B. Subsequent Appointments Thereafter, on an annual basis, the Community Health Center Board shall present between one (1)
and three (3) nominations for each vacant seat on the Community Health Center Board to the Ingham
County Board of Commissioners for consideration and appointment. The Community Health Center
Board shall solicit nominations from the community serviced by the Centers, community
organizations, and health organizations. The Board of Commissioners shall make appointments from
the slate of nominees presented by the Community Health Center Board. The Community Health
Center Board and the Board of Commissioners will use their best efforts to maintain the same ratio
of consumer members, provider members and consumers-at-large as set out in Article V above. C. Terms of Office Except for those initial members who are appointed for a one (1) year term, members shall be
appointed for terms of two (2) years and shall serve until his/her successor is appointed and
qualified. Members may serve no more than three (3) consecutive full terms of office. D. Removal Any member of the Community Health Center Board may be removed for just cause upon 2/3 vote
of the Ingham County Board of Commissioners after notice and an opportunity to be heard. Just
cause includes but is not limited to absence from three consecutive Board meetings, or the failure
to attend 75% of the meetings in any calendar year. E. Vacancies and Resignations Any vacancies occurring on the Board shall be filled in the same manner as subsequent appointment
are made, following the guidance in Section B. Subsequent Appointments, above. In the process of
filling vacancies, the Community Health Center Board and the Board of Commissioners shall extend
their best efforts to maintain the Health Center Board's composition of consumer members, provider
members and consumers-at-large. Any Health Center Board member appointed to fill a vacancy
shall be appointed for the unexpired term of her/his predecessor in office. All resignations must be in writing and submitted to the Health Center Board Chairperson thirty (30)
days prior to effective date. F. Compensation Members of the Community Health Center Board shall serve without compensation. However,
members may be reimbursed for reasonable expenses actually incurred related to their service on the
Health Center Board when such expenses are funded in the budget and authorized by the Health
Center Board. Authorization is required before expenses are actually incurred. 1...oc Health Center Planning Committee was made up of patients of the Ingham County
Health Department, community members of the populations to be served, two County
Commissioners, Health Department employees, and other community members with expertise
in such areas as quality assurance. ARTICLE VII -- MEETINGS AND VOTING A. Annual Meeting The annual meeting of the Community Health Center Board shall be held in October at a place to
be decided by the Health Center Board. B. Regular and Special Meetings Regular meetings of the Community Health Center Board shall be held monthly at a time and place
to be decided by the Health Center Board. All regular meetings of the Health Center Board shall be
conducted according to the Michigan Open Meetings Act (P.A. 267 of 1976). The agenda of each
meeting will be distributed to the membership not later than two (2) business days prior to each
meeting. The agenda may be modified by a majority vote of the members present. Special meetings may be called by the Chairperson or by four (4) members of the Health Center
Board, at such time and place as may be deemed necessary. All special meetings shall be conducted
in accordance with the Michigan Open Meetings Act (P.A. 267 of 1976). C. Notice of Special Meetings Community Health Center Board members shall be notified of the time, place and purpose of all
special meetings of the Health Center Board at least two (2) days prior by facsimile, correspondence,
or hand delivery in person. Notices of special meetings of the Health Center Board shall specify the
business to be transacted at the special meeting, and no other business except that specified shall be
considered at the special meeting. D. Quorum A majority of the Community Health Center Board members appointed and serving shall constitute
a quorum for the transaction of business. E. Voting All questions shall be decided by majority vote of the Community Health Center Board members
present and voting except as may be provided by statute or these bylaws. ARTICLE VIII -- OFFICERS AND STAFF ASSISTANCE A. Officers The officers of the Community Health Center Board shall be the Chairperson, Vice-Chairperson, and
Secretary. B. Election and Terms of Office The officers shall be elected by the Community Health Center Board during the annual meeting and
shall take office immediately thereafter. Terms of office shall be for one (1) year or until their
successors are elected. Officers shall be elected at the first meeting of the Health Center Board and
shall serve until the first annual meeting thereafter. C. Removal Any officer elected by the Community Health Center Board may be removed by the Health Center
Board with two-thirds majority vote after notice and an opportunity to be heard. D. Vacancy The unexpired term of an officer not completing his or her term shall be filled by a majority vote of
the Community Health Center Board at the next regular meeting after the vacancy or at a special
meeting called for that purpose. A majority vote of the total Health Center Board membership shall
be necessary to elect an officer. E. Chairperson The Chairperson shall be elected by a majority of the Community Health Center Board membership
and shall preside at all meetings of the Health Center Board. The Chairperson shall make
appointments to committees, with approval of a majority of Health Center Board members. The
Chairperson shall arbitrate jurisdictional disputes between Health Center Board committees. The
Chairperson shall be kept advised of the affairs of the Health Centers and ensure that all directives
and policies are carried into effect. The Chairperson shall perform other duties as may be assigned
by the Ingham County Board of Commissioners or the Community Health Center Board. F. Vice-Chairperson The Vice-Chairperson shall perform the duties of the Chairperson in the absence of the Chairperson
and shall perform such other duties as from time to time may be assigned by the Community Health
Center Board. G. Secretary The Secretary shall keep the minutes of all meetings of the Community Health Center Board. The
Secretary shall give notices of all meetings of the Board in accordance with the provisions of these
bylaws or as required by statute or resolution. The Secretary shall perform other duties as assigned
by the Community Health Center Board. H. Nominating Committee A Nominating Committee shall be appointed by the Chairperson with approval of a majority of the
Health Center Board members, no less than two (2) months prior to the Annual Meeting and as
further described in Article IX.B.5. The Nominating Committee shall recommend a slate of
candidates to fill the Community Health Center Board officer positions for the coming year. The
recommendations shall be submitted to the Community Health Center Board during the last meeting
prior to the Annual Meeting. In addition to the slate recommended by the Nominating Committee,
additional nominations may be made by a member or members of the Health Center Board from the
floor at the Annual Meeting. I. Primary Care Director The Community Health Center's Primary Care Director shall be primarily responsible for the
management and operation of the Community Health Centers. The Community Health Center Board
shall have the authority to suspend, remove, appoint and/or reappoint a person to the position of
Primary Care Director, with the concurrence of the Ingham County Health Officer, in accordance
with the Ingham County Managerial and Confidential Employee Personnel Manual and other
procedures and policies of the Board of Commissioners. The Community Health Center Board shall
participate in the annual performance evaluation of the Primary Care Director, to be conducted in
accordance with U.S. Department of Health and Human Services Bureau of Primary Health Care
Program expectations and Ingham County personnel policies. J. Staff Assistance The Primary Care Director shall ensure that secretarial and/or stenographic assistance, and
Community Health Center or Ingham County staff assistance, if appropriate, is provided to the
Community Health Center Board and committee meetings and to the Chairperson in the performance
of his/her Health Center Board authorized duties, as may be reasonably requested. ARTICLE IX -- COMMITTEES A. Ad-hoc Committees The Community Health Center Board may establish ad-hoc committees as it deems necessary to
carry out the purpose and objectives of the Health Center. The Chairperson, with the consent of a
majority of Health Center Board members, may appoint Health Center Board members to these
committees. Non-Health Center Board members may also serve on ad-hoc committees. Ad-hoc
committees shall be advisory in nature. B. Standing Committees The Community Health Center shall establish standing committees as follows: 1. The Chairperson of the Community Health Center Board shall, from among Health Center Board
members, appoint with the concurrence of a majority of Health Center Board members, the following
standing committees, and their chairperson: Budget Committee, Strategic Planning Committee,
Personnel Committee, and Nominating Committee. 2. A Budget Committee shall be appointed and consist of five (5) members of the Community
Health Center Board. The Committee shall meet at least annually to review and recommend a
Community Health Center budget to the Community Health Center Board for submission to the
Ingham County Board of Commissioners, by the time required by the Ingham County Board of
Commissioners for submission. The chairperson of the Budget Committee shall be appointed by the
Chairperson of the Community Health Center Board with the concurrence of a majority of Health
Center Board members. 3. A Strategic Planning Committee composed of five (5) Community Health Center Board members
shall be appointed. It shall be the duty of the Strategic Planning Committee to develop the
Community Health Center's long-term goals and objectives, to review bylaws, to carry out special
duties and to perform other short-term tasks as directed by the Health Center Board. The chairperson
of the Strategic Planning Committee shall be appointed by the Chairperson of the Community Health
Center Board with the concurrence of a majority of Health Center Board members. 4. A Personnel Committee shall be appointed to provide recommendations to the Community Health
Center Board regarding the performance evaluation of the Primary Care Director. The Personnel
Committee shall consist of five (5) Community Health Center Board members. The Chairperson
shall be appointed by the Chairperson of the Community Health Center Board with the concurrence
of a majority of Health Center Board members. 5. The Community Health Center Board shall appoint a Nominating Committee at least two (2)
months prior to its Annual Meeting. The Committee shall be composed of five (5) Board members
who shall present a slate of officers to the Community Health Center Board one meeting prior to the
Annual Meeting. 6. The function of the standing committees are advisory in nature. Any action or decision must be
approved by the Community Health Center Board. No committee or individual member may decide
any matter or action without specific Community Health Center Board approval. The Community
Health Center Board Chairperson shall be a non-voting, ex-officio member of all committees. C. General Committee Procedures 1. Term: Each standing committee, except the Nominating Committee, shall be appointed at the
annual meeting of the Community Health Center Board and shall serve for the ensuing year.
Committee chairpersons shall also serve for the ensuing year. 2. Meeting Procedure: Every meeting of a standing committee of the Community Health Center
Board shall be called by its chairperson or by a majority of committee members. At the first meeting
of a standing committee, a meeting schedule shall be determined. In the event that a special meeting
is necessary, committee members shall be notified of the time, place and purpose of the special
committee meeting at least two (2) business days prior by facsimile, correspondence, or hand
delivery in person. A quorum for the conduct of committee business shall require the presence of
a majority of the committee members. All committee meetings of the Health Center Board shall be
conducted according to the Open Meetings Act (P.A. 267 of 1976). 3. Membership: Only Community Health Center Board members may be appointed to standing
committees of the Health Center Board. The Community Health Center Board may request that
non-Health Center Board members attend Health Center Board meetings to provide assistance or
information. 4. Voting: When a committee meets and votes on an issue, only members of that committee may
vote. Community Health Center Board members who are present and who are not members of the
committee may not vote. Community Health Center committees are advisory in nature and all
actions shall be forwarded for review and action/inaction to the full Community Health Center
Board. ARTICLE X -- RESPONSIBILITIES OF THE COMMUNITY HEALTH CENTER BOARD A. Personnel Policies and Procedures The Community Health Center Board, through its Cooperative Operational Agreement, shall be
bound by the Ingham County personnel policies and procedures, including all collective bargaining
agreements negotiated between Ingham County and the legal representatives of employees. These
agreements and policies include selection and dismissal procedures, performance appraisal
procedures, salary and benefit scales, employee grievance procedures, and equal opportunity and
non-discrimination practices as established by the Ingham County Board of Commissioners. B. Primary Care Director The Community Health Center Board shall have the authority to suspend, remove, appoint and/or
reappoint a person to the position of Primary Care Director, with the concurrence of the Ingham
County Health Officer, in accordance with the Ingham County Managerial and Confidential
Employee Personnel Manual and other procedures and policies of the Ingham County Board of
Commissioners. The Primary Care Director shall be an employee of Ingham County. The Community Health Center Board, upon recommendation of the Health Center Personnel
Committee, shall participate in the annual performance evaluation of the Primary Care Director with
the Ingham County Health Director. The performance evaluation shall be conducted in accordance
with Federal Bureau of Primary Health Care expectations and Ingham County personnel policies. C. Financial Management The Community Health Center Board shall annually review the budget prepared by the Ingham
County Health Department for the operation of the Community Health Centers, after review and
recommendation by the Community Health Center Budget Committee. The Community Health
Center Board shall advise the Ingham County Board of Commissioners regarding this budget. The
Community Health Center Board shall review and approve the annual Section 330 grant budget and
recommend this budget to the Board of Commissioners, after review and recommendation by the
Community Health Center Budget Committee, at the time set forth in Article IX.B.2. The
Community Health Center Board and the Board of Commissioners shall jointly approve the annual
Section 330 budget submitted to the Bureau of Primary Health Care. The Community Health Center
Board shall review and approve any budget requirements to maintain the Federally Qualified Health
Center Look-Alike status and recommend such budget to the Ingham County Board of
Commissioners, after review and recommendation by the Community Health Center Budget
Committee. The Community Health Center Board shall review management reports to support the Health
Department and the Board of Commissioners in the operation of the Community Health Centers.
The Community Health Center Board shall provide assurance to the Federal Bureau of Primary Care
that the Community Health Centers shall operate within the adopted budget. As set forth in
Michigan law, the Community Health Center Board shall recommend to the Ingham County Board
of Commissioners a fee schedule for the services provided through the Community Health Centers
and shall recommend to the Board of Commissioners policies for discounting fees (i.e. sliding fee
scale) based on patient/family income. Audits, as required by law for the 330 Grant Agreement and for Federally Qualified Health Center
Look-Alike Entities, shall be performed by an independent auditor. The audits may be performed
in conjunction with other Ingham County audits. D. Evaluate Health Center Activities The Community Health Center Board shall evaluate utilization patterns, productivity, patient
satisfaction, and achievement of project objectives of the Health Centers, and shall develop and
implement a process for hearing and resolving patient grievances. E. Compliance With Laws The Community Health Center Board shall assure that the Community Health Centers are operated
in compliance with applicable Federal, State and local laws and regulations. F. Health Care Policies The Community Health Center Board shall work with the Ingham County Board of Commissioners
to establish policies for health care delivery, including those dealing with the scope, availability and
types of services, location and hours of services, and quality of care audit procedures. The
recommended policies will assist the Health Department and the Board of Commissioners to
implement the objectives set out in Article III of these By-laws. G. Grants The Community Health Center Board shall work with the Health Department and the Board of
Commissioners to identify and make application for grant opportunities. H. Administrative Assistance The Primary Care Director shall provide the administrative assistance necessary to fulfill the
Community Health Center Board's responsibilities. ARTICLE XI -- FISCAL YEAR The fiscal year of the Community Health Center Board shall be October 1 through September 30. ARTICLE XII -- ORDER OF BUSINESS The order of business of the Community Health Center Board at its regular and annual meetings,
unless changed by a majority vote of its members, shall be as follows: Regular Meeting 1. Call to order and Roll Call 2. Approval of minutes 3. Public Comment (limited to 3 minutes unless extended by the Chairperson) 4. Reports a. Primary Care Director b. Medical Director c. Chief Financial Officer d. Committees 5. Old business 6. New business 7. Public Comment 8. Adjournment Annual Meeting 1. Call to order and Roll Call 2. Approval of minutes 3. Public Comment (limited to 3 minutes unless extended by the Chairperson) 4. Chairperson's annual report 5. Election of Community Health Center Board Officers 6. Old business 7. New business 8. Public Comment 9. Adjournment ARTICLE XIII -- AMENDMENTS These bylaws may be amended at a regular meeting of the Community Health Center Board by a
two-thirds vote of the entire membership of the Health Center Board, only after the proposed change
has been presented and discussed at a previous regular meeting. Amendments to the bylaws do not
become effective until ratified by the Ingham County Board of Commissioners. ARTICLE XIV -- PROXY An absent Community Health Center Board member shall not be allowed to vote by proxy. ARTICLE XV -- PARLIAMENTARY AUTHORITY The Parliamentary Authority of the Community Health Center Board shall be Mason's Manual of
Legislative Procedure. CONCLUSION To the extent that any of the Ingham Community Health Center Board By-laws are contrary to
statutory requirements or Ingham County Board of Commissioners' authorization, they shall be of
no force or effect. November 15, 2002 COOPERATIVE OPERATIONAL AGREEMENT This Agreement is entered into this ______ by the INGHAM COUNTY BOARD OF
COMMISSIONERS ("Board of Commissioners"), the INGHAM COMMUNITY HEALTH
CENTER BOARD ("Community Health Center Board"), and the INGHAM COUNTY HEALTH
DEPARTMENT ("Health Department") to provide for operation, administration and provision of
certain primary care services in Ingham County, Michigan. WHEREAS, the Ingham County Board of Commissioners is empowered by Public Act 368 of 1978
to establish a "county health department to protect and promote the health" of county residents; and WHEREAS, the Ingham County Board of Commissioners desires to make application with the
Ingham Community Health Center Board for a Section 330 of the Public Health Service Act (42
U.S.C. 254c et seq. as now or hereafter amended) Grant, if applicable, for operating a Federally
Qualified Health Center from the U.S. Department of Health and Human Services ("HHS" or
"granting authority"); and WHEREAS, the Ingham County Board of Commissioners also desires to make application with the
Ingham Community Health Center Board for operation of a Federally Qualified Health Center
Look-Alike Entity; and WHEREAS, pursuant to such funding by the HHS, the Ingham County Board of Commissioners and
the Ingham Community Health Center Board must set forth the responsibilities of each party; and WHEREAS, the Board of Commissioners wishes to give support to the Community Health Center
Board, established as an extension of the Ingham County Health Department, and recognizes the
powers, privileges, and functions of each party as contained herein. NOW THEREFORE, the Board of Commissioners, the Community Health Center Board and the
Ingham County Health Department hereby agree: (1) Community Health Center Board Purpose: The Community Health Center Board shall oversee
the implementation of the Section 330 grant, if applicable, and/or a Federally Qualified Health
Center Look-Alike Entity and the operation of the network of Community Health Centers operated
by the Ingham County Health Department in accordance with the terms of this Agreement and the
Bylaws as adopted by the Board of Commissioners and the Community Health Center Board. The
Bylaws are incorporated herein by reference and attached as Exhibit __. The Community Health
Center Board will provide guidance and assist the Ingham County Board of Commissioners and the
Ingham County Health Department to implement health services for Ingham County residents
through a network of community health centers operated by the Health Department. These services
shall provide assurance that low-income Ingham County residents have access to an organized
system of health care, and shall assure that County residents have adequate access to categorical
public health programs, including family planning, sexually transmitted disease diagnosis and
treatment, breast and cervical cancer control, and immunizations. The Community Health Center
Board, the Board of Commissioners and the Health Department shall be particularly committed to
meeting the needs of at-risk populations, including women during the child-bearing years, children,
minorities and under served populations. (2) Community Health Center Board Appointments: The initial eleven (11) members of the
Community Health Center Board shall be appointed by the Board of Commissioners, upon the
recommendation of the Health Department and the Ad-Hoc Health Center Planning Committee.
Thereafter, on an annual basis, the Community Health Center Board shall present between one (1)
and three (3) nominations for each vacant seat on the Community Health Center Board to the Ingham
County Board of Commissioners for consideration and appointment. Both the Community Health
Center Board and the Board of Commissioners shall work to maintain the same ratio of consumer
members, provider members and consumer-at-large members as set out in the Board Composition
section of the Community Health Center Board By-laws and required by Section 330 policies and
guidelines. In the process of preparing a list of nominees to forward to the Board of Commissioners
for consideration, the Community Health Center Board shall solicit nominations from the community
serviced by the Centers, community organizations, and health organizations. (3) Joint Application: The Board of Commissioners and the Community Health Center Board will
take such actions as are required to make application for the Section 330 Grant, if applicable, and
application for Federally Qualified Health Center Look-Alike status. They shall also take the steps
necessary to name Ingham County and the Community Health Center Board as co-applicants in these
actions. (4) Operation of the Center: a. The Community Health Center Board will work with the Board of Commissioners and the Health
Department to assure that the Centers are operated in accordance with the terms and conditions of
the HHS Notice of Grant Award and any modifications thereof, and specifically in accordance with
the requirements of 42 CFR Part 51c subpart C, if applicable, and with the Federally Qualified
Health Center Look-Alike Entity requirements. b. All Community Health Center personnel shall be employees of Ingham County and shall be
subject to all Ingham County polices and procedures, including personnel policies and procedures
as set forth in Paragraph (6), below. Ingham County shall be responsible for the payment of wages,
fringe benefits, workers' compensation and unemployment compensation for Community Health
Center personnel. c. Title to all assets obtained with Section 330 Grant funds shall be vested in Ingham County for the
use and benefit of the Community Health Centers. d. The Community Health Center Board shall work with the Board of Commissioners to establish
such policies for health care delivery, including those dealing with the scope and availability of
services, location and hours of services, quality of care audit procedures, as are consistent with the
Grant Application, Notice of Grant Award, applicable Federal, state and local regulations, and
related Board of Commissioners directives. e. Section 330 Grant funds shall be disbursed by the Ingham County Health Department in
accordance with the federally approved budget. No disbursement shall be made other than as set
forth in the budget without review by the Community Health Center Board and approval by the
Board of Commissioners. The parties understand and agree that the Section 330 funds shall be used
solely for the purposes allowed by the Grant Agreement. Any Section 330 Grant funds remaining
after the end of the fiscal year shall be disbursed at the direction of the granting authority. f. The Community Health Center Board shall make its records available for inspection at all
reasonable times upon request by the Board of Commissioners or its duly authorized agent or
representative. (5) Primary Care Director : The Community Health Center's Primary Care Director shall be
primarily responsible for the management and operation of the Community Health Centers. The
Community Health Center Board shall have the authority to suspend, remove, appoint and/or
reappoint a person to the position of Primary Care Director, with the concurrence of the Ingham
County Health Officer, in accordance with the Ingham County Managerial and Confidential
Employee Personnel Manual and other procedures and policies of the Board of Commissioners. The
Community Health Center Board shall participate in the annual performance evaluation of the
Primary Care Director, to be conducted in accordance with U.S. Department of Health and Human
Services Bureau of Primary Health Care Program expectations and Ingham County personnel
policies. (6) Personnel Policies: Personnel policies and procedures of the Community Health Centers shall
be those adopted by the Board of Commissioners for Ingham County employees, and shall include
all collective bargaining agreements negotiated with agents legally representing the employees. The
Community Health Center Board may make recommendations to the Board of Commissioners
regarding the terms and conditions of those agreements as might benefit the operation of the
Community Health Centers. (7) Financial Reports and Audits: The Health Department staff shall be responsible for
maintaining such financial records and making such reports as are required by the HHS in the
administration of the Section 330 Grant and a Federally Qualified Health Center Look-Alike Entity.
The Health Department staff shall provide the Community Health Center Board and the Board of
Commissioners with copies of all reports filed with any government agency. The Board of Commissioners shall provide for independent audits of the Community Health Centers
in accordance with the requirements of the Section 330 Grant and Federally Qualified Health Center
Look-Alike Entity requirements. The Community Health Center Board shall ensure access to all
financial records and documents necessary for the audits to be performed. (8) Financial Plan and Budget: The Primary Care Director and the Health Department 's Chief
Financial Officer shall prepare a budget and financial plan for each fiscal year, in accordance with
Ingham County policies and procedures. The Community Health Center Board shall annually review
the budget prepared by the Ingham County Health Department for the operation of the Community
Health Centers, after review and recommendation by the Community Health Center Budget
Committee. The Community Health Center Board shall advise the Ingham County Board of
Commissioners regarding this budget. The Community Health Center Board shall review and
approve the annual Section 330 grant budget and recommend this budget to the Board of
Commissioners, after review and recommendation by the Community Health Center Budget
Committee. The Community Health Center Board and the Board of Commissioners shall jointly
approve the annual Section 330 budget submitted to the Bureau of Primary Health Care. The
Community Health Center Board shall review and approve any budget requirements to maintain the
Federally Qualified Health Center Look-Alike status and recommend such budget to the Ingham
County Board of Commissioners, after review and recommendation by the Community Health
Center Budget Committee. (9) Fee Schedule Policy: The Community Health Center Board shall recommend to the Board of
Commissioners a fee schedule for services provided by the Community Health Centers and shall
recommend a policy for discounting charges (i.e. sliding fee scale) based on the client's ability to
pay for services rendered by the Community Health Centers. The Board of Commissioners shall
enact a fee schedule and discounting policies (i.e. sliding fee scale), in accordance with the authority
provided in the Michigan Public Health Code, MCL 333.2444. (10) Quality Assurance: The Community Health Center Board shall work with the Board of
Commissioners and the Ingham County Health Department to ensure that a system and process is
in place to assure quality services in the Community Health Centers. The Community Health Center
Board shall oversee a program of quality improvement directed at assuring the high quality of health
care services delivered to the public and the legal and contractual compliance of the operation of the
Community Health Centers. (11) Grievance Procedure: The Community Health Center Board shall adopt procedures for
resolving patient grievances. (12) Agreement Period and Termination: The services to be provided by the Community Health
Center Board shall be performed commencing January 1, 2003 through December 31, 2004. Notwithstanding any other provision in this Agreement to the contrary, if the Community Health
Center Board and the Board of Commissioners no longer receive funding under Section 330 of the
Public Health Services Act or any successor to the substitute Act(s), this Agreement shall terminate. Any party may terminate this Agreement upon sixty (60) days written notice to the other parties.
Notice shall be provided as set forth in Paragraph 20. A copy of any notice of termination shall be
provided to the HHS as the granting authority. (13) Sole Agreement: This Agreement and the attached By-Laws contain the entire Agreement of
the parties and their rights, duties, and their obligations to each other. There are no promises, terms,
conditions, or obligations other than those contained herein, and this Agreement shall supersede all
previous communications, representations or agreements, either written or verbal between the
parties. (14) Disputes: The Community Health Center Board and the Board of Commissioners will use their
best efforts to carry out the terms of this Agreement in a spirit of cooperation and will resolve by
negotiation any disputes occurring hereunder. (15) Modifications of Agreement: Modifications, amendments or waivers of any provision of this
Agreement may be made only by written mutual consent of the parties, signed by their duly
authorized representatives. (16) Nondiscrimination: The parties shall adhere to all applicable Federal, State and local laws
and regulations prohibiting discrimination. The parties shall not discriminate against an employee
or applicant for employment with respect to hire, tenure, terms and conditions or privileges of
employment, or a matter directly or indirectly related to employment because of race, color, religion,
national origin, age, sex, sexual preference, height, weight, marital status, political affiliation or
beliefs, or disabilities which are unrelated to the individual's ability to perform the duties of a
particular job or position. A breach of this covenant shall be regarded as a material breach of this
Agreement. (17) Confidentiality and Health Insurance Portability and Accountability Act: All personal
health information assembled, obtained, constructed, or prepared pursuant to or as a consequence
of this Agreement or the Section 330 Grant are subject to all Federal and Michigan laws and
regulations governing the disclosure of public and medical records subject to certain exemptions
from disclosure under the circumstances expressly authorized by the above laws and regulations. To the extent that the Health Insurance Portability and Accountability Act (HIPAA) is pertinent to
the services that the Community Health Centers provide, the Community Health Center Board
assures that it is in compliance with the Health Insurance Portability and Accountability Act
(HIPAA) Requirements. (18) Assignment: The Board of Commissioners and the Community Health Center Board shall not
assign or transfer any of its rights or obligations under this Agreement unless previously agreed to
in writing by the granting authority. (19) Applicable Law: This Agreement shall be construed in accordance with laws of the State of
Michigan. (20) Notice: Any notice provided for hereunder shall be in writing and shall be deemed given by
(I) personal delivery upon written receipt of the party to whom it is addressed or (II) upon its deposit
in the United States Mail, first class postage prepaid and addressed, If to the Board of Commissioners: Chairperson Ingham County Board of Commissioners P.O. Box 319 Mason, Michigan 48854 If to the Community Health Center Board: Chairperson Ingham County Community Health Center Board P.O. Box 30161 Lansing, Michigan 48909 If to the Ingham County Health Department: Director P. O. Box 30161 Lansing, Michigan 48909 If to the Granting Authority: Richard C. Bohrer, Director Division of Community and Migrant Health Bureau of Primary Health Care, HRSA 4350 East-West Highway, 7th Floor Bethesda, MD 20814 (21) Waiver of Breach: Waiver, by any party to this Agreement, of any breach of any provision
hereof by any other party shall not operate or be construed as a waiver by such party of any
subsequent breach, whether such breach shall be of the same provision or different provision. (22) Severability: If any provision of this Agreement or the application of such provision to any
person or circumstance shall be held invalid, the remaining provisions of this Agreement, and the
application of such provisions to persons or circumstances other than those to which it is held
invalid, shall not be affected thereby. (23) Disregarding Titles: The titles of the sections contained in this Agreement are inserted only
as a matter of convenience and in no way define, limit or extend the scope or intent of this
Agreement or any provision hereof. (24) Assignment: The Community Health Center Board shall not assign its duties and/or obligations
under this Agreement. (25) Benefit and Binding Effect: This Agreement shall inure to the benefit of and be binding upon
the parties hereto, their legal representatives, heirs, successors and assigns. (26) Certification of Authority to Sign Agreement: The persons signing this Agreement on behalf
of the parties hereto certify by their signatures that they are duly authorized to sign this Agreement
on behalf of said parties and that this Agreement has been authorized by said parties. IN WITNESS WHEREOF, the authorized representatives of the parties hereto have fully
signed this instrument on the day and year first above written. WITNESSED BY: COUNTY OF INGHAM _________________________ ________ By:________________________ Date John B. Czarnecki, Chairperson County Board of Commissioners INGHAM COUNTY COMMUNITY
HEALTH CENTER BOARD _________________________ ________ By:________________________ Date __________, Chairperson INGHAM COUNTY HEALTH DEPARTMENT _________________________ ________ By:________________________ Date Bruce B. Bragg, Director .....oc Health Center Planning Committee was made up of patients of the Ingham County
Health Department, community members of the populations to be served, two County
Commissioners, Health Department employees, and other community members with expertise in
such areas a quality assurance.