Triton Group, LLC.Lebow, Malecki & Tasch, LLC.1 BUILDING A BETTER ORGANIZATION BY COLLABORATING WITH OTHER BUSINESS PARTNERS: RISKS AND BENEFITS Martin J. Bree, MBA, MHA, JD Melinda Malecki, JD, MS March 28, 2008 Martin J. Bree, MBA, MHA, JD Melinda Malecki, JD, MS March 28, 2008

Triton Group, LLC.Lebow, Malecki & Tasch, LLC.2 Organizational Collaboration: A process in which organizations exchange information, alter activities, share resources, and enhance each other’s capacity for mutual benefit and a common purpose by sharing risks, responsibilities and rewards. (Arthur Himmelman). Organizational Collaboration: A process in which organizations exchange information, alter activities, share resources, and enhance each other’s capacity for mutual benefit and a common purpose by sharing risks, responsibilities and rewards. (Arthur Himmelman).

Triton Group, LLC.Lebow, Malecki & Tasch, LLC.3 The difference between collaborating and cooperating is the willingness of organizations to enhance each other’s capacity for mutual benefit and a common purpose. (Himmelman).

Triton Group, LLC.Lebow, Malecki & Tasch, LLC.4 Why this is an emerging trend for community health centers: Need for more Primary Care Services Desire to conserve resources Providers see the value of the CHC’s skills and resources CHC’s can FURTHER carry out their mission of providing community health care Why this is an emerging trend for community health centers: Need for more Primary Care Services Desire to conserve resources Providers see the value of the CHC’s skills and resources CHC’s can FURTHER carry out their mission of providing community health care

Triton Group, LLC.Lebow, Malecki & Tasch, LLC.5 Examples of Types of Collaborative Relationships

Triton Group, LLC.Lebow, Malecki & Tasch, LLC.6 1. CHC contracts with Hospital to operate primary care clinic(s) on hospital campus or inside the Hospital. CHC is given complete control of the operation. It is a “site” of the CHC.

Triton Group, LLC.Lebow, Malecki & Tasch, LLC.7 Documentation: Collaborative Agreement Grant and Support Agreement Lease (fair market value) For FTCA protection prior approval from BPHC in form of an approved change in scope application is required Documentation: Collaborative Agreement Grant and Support Agreement Lease (fair market value) For FTCA protection prior approval from BPHC in form of an approved change in scope application is required

Triton Group, LLC.Lebow, Malecki & Tasch, LLC.8 2. CHC contracts with Hospital to operate the Hospital-owned clinic on the Hospital’s campus.

Triton Group, LLC.Lebow, Malecki & Tasch, LLC.9 Documentation: Management and Services Agreement For FTCA protection prior approval from BPHC in form of an approved change in scope application is required. Documentation: Management and Services Agreement For FTCA protection prior approval from BPHC in form of an approved change in scope application is required.

Triton Group, LLC.Lebow, Malecki & Tasch, LLC CHC joint ventures with Hospital for ambulatory care facility off Hospital’s campus

Triton Group, LLC.Lebow, Malecki & Tasch, LLC.11 Documentation: Collaborative Agreement Management Agreement Services Agreement FTCA coverage not clear, depends on employment relationships of staff with deemed entity. At a minimum. prior approval from BPHC in form of an approved change in scope application is required. FTCA technical assistance recommended. Documentation: Collaborative Agreement Management Agreement Services Agreement FTCA coverage not clear, depends on employment relationships of staff with deemed entity. At a minimum. prior approval from BPHC in form of an approved change in scope application is required. FTCA technical assistance recommended.

Triton Group, LLC.Lebow, Malecki & Tasch, LLC CHC contracts with local health department to operate one of the health department’s clinics.

Triton Group, LLC.Lebow, Malecki & Tasch, LLC.13 Documentation: Service(s) Agreement For FTCA protection prior approval from BPHC in form of an approved change in scope application is required. Health Department employees not protected. FTCA technical assistance recommended. Documentation: Service(s) Agreement For FTCA protection prior approval from BPHC in form of an approved change in scope application is required. Health Department employees not protected. FTCA technical assistance recommended.

Triton Group, LLC.Lebow, Malecki & Tasch, LLC CHC rents space in local health department and operates health center site inside health department facility.

Triton Group, LLC.Lebow, Malecki & Tasch, LLC.15 Documentation: Lease (FMV) Service Agreement For FTCA protection prior approval from BPHC in form of an approved change in scope application is required. FTCA technical assistance recommended. Documentation: Lease (FMV) Service Agreement For FTCA protection prior approval from BPHC in form of an approved change in scope application is required. FTCA technical assistance recommended.

Triton Group, LLC.Lebow, Malecki & Tasch, LLC CHC sub-grants to local health department. Local health department operates a health center as a subgrantee.

Triton Group, LLC.Lebow, Malecki & Tasch, LLC.17 Documentation: Grant and Support Agreement Notice of Grant Award that authorizes the subgrant. CHC functioning as a grantor but still responsible for HRSA. Separate deeming application for the grantee and subgrantee required for FTCA coverage. FTCA technical assistance recommended. Documentation: Grant and Support Agreement Notice of Grant Award that authorizes the subgrant. CHC functioning as a grantor but still responsible for HRSA. Separate deeming application for the grantee and subgrantee required for FTCA coverage. FTCA technical assistance recommended.

Triton Group, LLC.Lebow, Malecki & Tasch, LLC CHC contracts with local health department to provide staff to health department clinic.

Triton Group, LLC.Lebow, Malecki & Tasch, LLC.19 Documentation: Management / Staffing Agreement This needs to be within scope to have potential FTCA coverage—may need gap coverage. FTCA technical assistance recommended. Documentation: Management / Staffing Agreement This needs to be within scope to have potential FTCA coverage—may need gap coverage. FTCA technical assistance recommended.

Triton Group, LLC.Lebow, Malecki & Tasch, LLC CHC contracts with teaching institution to operate a medical residency program where CHC employs residents and educates them about primary care and/or community medicine

Triton Group, LLC.Lebow, Malecki & Tasch, LLC.21 Documentation: Employment Agreement (Residency Agreements should be proposed by academic center) FTCA may not cover all activities of the residents. HRSA has limited FTCA coverage. Documentation: Employment Agreement (Residency Agreements should be proposed by academic center) FTCA may not cover all activities of the residents. HRSA has limited FTCA coverage.

Triton Group, LLC.Lebow, Malecki & Tasch, LLC CHC “A” contracts with CHC “B” to take B’s third trimester OB patients because B no longer provides deliveries. A sends its staff to B to see the patients in the third trimester.

Triton Group, LLC.Lebow, Malecki & Tasch, LLC.23 Documentation: Services Agreement? FTCA coverage can be a problem when A’s staff are at center B. FTCA technical assistance highly recommended. Documentation: Services Agreement? FTCA coverage can be a problem when A’s staff are at center B. FTCA technical assistance highly recommended.

Triton Group, LLC.Lebow, Malecki & Tasch, LLC CHCs “A” and “B” desire to share staff.

Triton Group, LLC.Lebow, Malecki & Tasch, LLC.25 Documentation: Staff Sharing Agreement Overhead Sharing Agreement Management Agreement if one employs all of them and “leases “back” to the other FTCA coverage can be a problem when staff staff are leased. FTCA technical assistance recommended. Documentation: Staff Sharing Agreement Overhead Sharing Agreement Management Agreement if one employs all of them and “leases “back” to the other FTCA coverage can be a problem when staff staff are leased. FTCA technical assistance recommended.

Triton Group, LLC.Lebow, Malecki & Tasch, LLC CHC contracts with school district in remote community to provide emergency coverage in schools.

Triton Group, LLC.Lebow, Malecki & Tasch, LLC.27 Documentation: Service Agreement to Provide Emergency Coverage Will you call 911? Consider an Emergency Transfer Agreement FTCA coverage can be a problem. Are these students considered health center patients? A particularized determination may be required. Technical Assistance highly recommended. Documentation: Service Agreement to Provide Emergency Coverage Will you call 911? Consider an Emergency Transfer Agreement FTCA coverage can be a problem. Are these students considered health center patients? A particularized determination may be required. Technical Assistance highly recommended.

Triton Group, LLC.Lebow, Malecki & Tasch, LLC CHC contracts with local government to operate primary care facility in correctional institution.

Triton Group, LLC.Lebow, Malecki & Tasch, LLC.29 Documentation: Services Agreement For FTCA protection prior approval from BPHC in form of an approved change in scope application is required. Documentation: Services Agreement For FTCA protection prior approval from BPHC in form of an approved change in scope application is required.

Triton Group, LLC.Lebow, Malecki & Tasch, LLC CHC contracts with nursing home to provide primary care to all nursing home residents. (Not medical director)

Triton Group, LLC.Lebow, Malecki & Tasch, LLC.31 Documentation: Services Agreement For FTCA protection prior approval from BPHC in form of an approved change in scope application is required. FTCA technical assistance recommended. Documentation: Services Agreement For FTCA protection prior approval from BPHC in form of an approved change in scope application is required. FTCA technical assistance recommended.

Triton Group, LLC.Lebow, Malecki & Tasch, LLC CHC contracts with V.A. Hospital to see V.A. patients at the CHC. (Not medical director)

Triton Group, LLC.Lebow, Malecki & Tasch, LLC.33 Documentation: Services Agreement No FTCA issues so long as veterans are seen at the health center and provided services in the approved scope of project. Documentation: Services Agreement No FTCA issues so long as veterans are seen at the health center and provided services in the approved scope of project.

Triton Group, LLC.Lebow, Malecki & Tasch, LLC.34 In any contractual arrangement consider at least: 1. Term 2. Termination without cause provision 3. Compensation 4. Confidentiality Agreements 5. Restrictive Covenants 6. Indemnity Provisions 7. Ask if they have a standard agreement In any contractual arrangement consider at least: 1. Term 2. Termination without cause provision 3. Compensation 4. Confidentiality Agreements 5. Restrictive Covenants 6. Indemnity Provisions 7. Ask if they have a standard agreement

Triton Group, LLC.Lebow, Malecki & Tasch, LLC.35 Example of Integrated Behavioral Health Collaborative Relationship between CHC and two other parties: Example of Integrated Behavioral Health Collaborative Relationship between CHC and two other parties:

Triton Group, LLC.Lebow, Malecki & Tasch, LLC.36 Background 1. Research indicates individuals are more likely to access mental health treatment through primary care providers 2. Integrated model presents an opportunity for increased access to care and enhanced clinical outcomes 3. Three main components of the collaboration: primary care, parenting support program and community outreach 4. Parties: CHC, Mental Health Center, School of Professional Psychology Background 1. Research indicates individuals are more likely to access mental health treatment through primary care providers 2. Integrated model presents an opportunity for increased access to care and enhanced clinical outcomes 3. Three main components of the collaboration: primary care, parenting support program and community outreach 4. Parties: CHC, Mental Health Center, School of Professional Psychology

Triton Group, LLC.Lebow, Malecki & Tasch, LLC.37 Purpose To provide clinically integrated services focused on the prevention, reduction or treatment of social or emotional dysfunction or stress that has a negative impact on the health or quality of life by the individual or family served. Purpose To provide clinically integrated services focused on the prevention, reduction or treatment of social or emotional dysfunction or stress that has a negative impact on the health or quality of life by the individual or family served.

Triton Group, LLC.Lebow, Malecki & Tasch, LLC.38 Principles of Collaboration: - broader access to health and mental/behavioral health care -improved communication among healthcare providers leading to better care coordination and few clinical errors -enhanced patient and family satisfaction -opportunities for mutual teaching and learning across healthcare disciplines -improved patient/consumer health/mental health status and clinical outcomes Principles of Collaboration: - broader access to health and mental/behavioral health care -improved communication among healthcare providers leading to better care coordination and few clinical errors -enhanced patient and family satisfaction -opportunities for mutual teaching and learning across healthcare disciplines -improved patient/consumer health/mental health status and clinical outcomes

Triton Group, LLC.Lebow, Malecki & Tasch, LLC.39 “In this partnership we are building on our historical commitment to mental and emotional wellness of children, youth and parents by offering an array of services that includes counseling, educational presentations...for youth. Now, in partnership with CHC, we can ensure that children and parents from a variety of communities will have access to these essential behavior healthcare services.” President and CEO of Mental Health Center

Triton Group, LLC.Lebow, Malecki & Tasch, LLC.40 How is this operationalized?

Triton Group, LLC.Lebow, Malecki & Tasch, LLC.41 Example of a Result of this Collaboration (2007) 20% of adolescents engaged in ongoing counseling for an identified risk Example of a Result of this Collaboration (2007) 20% of adolescents engaged in ongoing counseling for an identified risk

Triton Group, LLC.Lebow, Malecki & Tasch, LLC.42 Legal relationship: Service Agreements between CHC and the Mental Health Center and CHC and the Academic Program

Triton Group, LLC.Lebow, Malecki & Tasch, LLC.43 The Collaboration Process very briefly

Triton Group, LLC.Lebow, Malecki & Tasch, LLC.44 Identify Potential Partner Hedgehog Theory Identify Potential Partner Hedgehog Theory

Triton Group, LLC.Lebow, Malecki & Tasch, LLC.45 Build a Win/Win Strategy

Triton Group, LLC.Lebow, Malecki & Tasch, LLC.46 Consider implications for FTCA coverage

Triton Group, LLC.Lebow, Malecki & Tasch, LLC.47 Legal Structuring / documentation of the relationship – To memorialize the relationship – To protect rights of CHC – To ensure compliance with laws Legal Structuring / documentation of the relationship – To memorialize the relationship – To protect rights of CHC – To ensure compliance with laws

Triton Group, LLC.Lebow, Malecki & Tasch, LLC.48 Risk Management Implications – All parties carry own insurance – Other parties indemnify CHC Risk Management Implications – All parties carry own insurance – Other parties indemnify CHC

Triton Group, LLC.Lebow, Malecki & Tasch, LLC.49 Quality Implications – CHC monitors quality data from collaboration as part of its Quality Management Program Quality Implications – CHC monitors quality data from collaboration as part of its Quality Management Program

Triton Group, LLC.Lebow, Malecki & Tasch, LLC.50 Further reading Collins, Jim, Good to Great Himmelman, Arthur T. Collaboration for a change, Definitions, Decision-making models, Roles and Collaboration Process Guide. Further reading Collins, Jim, Good to Great Himmelman, Arthur T. Collaboration for a change, Definitions, Decision-making models, Roles and Collaboration Process Guide.