igt entities & performing providers

Planning Checklist

IGT Entities & Performing Providers

□ Review & execute RHP affiliation agreement

□ Identify Community Needs Assessments

□ Review UC history and IGT capacity jointly IGT Entities

□ Identify eligible costs to IGT

□ Review draft DSRIP menu and determine with performing providers which projects are feasible.

□ Determine that DSRIP projects selected are justified or warranted through the RHP Community Needs Assessment – provide input to the Community Needs Assessment as appropriate.

□ Determine affiliate providers

□ Prepare multiyear budget (estimates)

□ Determine timeline of public participation process

□ Set up administrative infrastructure (e.g. IGT protocols) Performing Providers

□ Review draft UC tool & process

□ Review draft DSRIP menu, particularly Categories III & IV interventions Note: Please contact Central Health staff if you need help in assessing or carrying out

these tasks.

Regional Healthcare Partnerships: Roles and Responsibilities Matrix

Stakeholder Type and Definition General Duties

Regional Healthcare Partnership (RHP) Plan UC DSRIP

Intergovernmental Transfer (IGT) Providers Cities, counties, hospital districts, hospital authorities, and possibly academic health science centers that have public funds eligible for state match under the waiver. Also referred to as “IGT contributors.”

• Determines use of its public IGT funding for projects, consistent with state level requirements for split between uncompensated care (UC) and the Delivery System Reform Incentive Payment (DSRIP) pool.

• Participate in Regional Healthcare Partnership (RHP) planning to receive waiver funding.

• Selects projects and provides baseline metrics consistent with state RHP Protocol∗ for DSRIP.

• Estimates IGT available for each of four years in RHP plan though no legal commitment.

• Estimates IGT for UC by year.

• Provides IGT match for self (if hospital) and sponsored hospitals once UC validated/reported.

• Coordinates at its discretion with private hospitals to provide IGT as basis of private hospitals payments for provision of UC.

• Estimates IGT for DSRIP by year. • Works with RHP, state and the Centers

for Medicare & Medicaid Services (CMS) on valuing projects in Demonstration Year 1.

• Provides IGT match for payments for self (if hospital) and sponsored hospitals once performance validated.

• Performs DSRIP work for own DSRIP projects.

• Coordinates at its discretion with private hospitals to provide IGT as basis of private hospitals provision of transformational project.

• IGT hospitals may coordinate at their discretion with non-hospital providers for provision of transformation activities and for possible inclusion in RHP plan for which the payment may be included in the IGT hospital’s DSRIP plan.

• Provides reports to anchoring entity.

∗ RHP protocol is a document that identifies CMS-approved projects within four categories and also includes performance metrics.

Regional Healthcare Partnerships: Roles and Responsibilities Matrix Stakeholder Type

and Definition UC General Duties Regional Healthcare

Partnership (RHP) Plan DSRIP Anchoring Entities IGT providers with additional roles and responsibilities.

• Serves as single point of contact for the RHP with HHSC.

• Facilitates RHP meetings with interested IGT contributors in the region and communicates function and purpose of RHPs.

• Includes other stakeholders in RHP discussions.

• Ensures public meeting as part of development of RHP and prior to submission of final plan.

• Ensures inclusion of key stakeholders in RHP Plan development.

• Coordinates, develops and provides RHP plan to HHSC based on IGT contributing projects consistent with project menus and on IGT contributors’ input.

• Coordinates required reporting of all project milestones and metrics within RHP for DSRIP to HHSC.

• Provides technical assistance to participating providers.

Private Hospitals Private hospitals (without IGT) that choose to participate in waiver program and receive funding.

• Participates in RHP planning to receive waiver funding

• Coordinates with IGT providers to offer transformational services or uncompensated care as basis of receiving sponsored payments.

Participates in planning process as basis for receiving waiver payments.

Provision of UC serves as basis for UC waiver payments and contingent upon IGT provided by IGT entities.

• Performs transformation project (if in plan) and meets related performance metrics in plan as basis for IGT-funded incentive payments.

• Provides reports to anchoring entity.

Regional Healthcare Partnerships: Roles and Responsibilities Matrix Stakeholder Type

and Definition General Duties Regional Healthcare

Partnership (RHP) Plan UC DSRIP Other Health Care Providers Other non-hospital health care providers like clinics and related service providers with which a participating hospital might contract to meet waiver objectives as a basis for hospital payment.

Coordinates with IGT providers to offer transformational services or UC as basis of receiving payments from hospitals.

May choose to work with IGT providers and private hospitals.

If agreed to by IGT provider that UC activity is included in hospital projects, providers perform UC services, and provide documentation and other information as basis for UC payment from hospital.

If agreed transformation activity included in hospital projects, providers provide documentation and other information as basis for DSRIP payment from hospital.

Other Stakeholders Academic health science centers (not already included as IGT providers), medical associations, children’s hospitals, local government partners, and public health regional directors.

May participate in RHP discussions by contacting local RHP anchor directly.

• Participates in RHP planning meetings as invited by anchor.

• May choose to work with IGT providers and private hospitals.

RHP Plan for [Insert RHP Name] 3

RHP Overview and Principles:

I. Defining an RHP – As outlined in the 1115 waiver’s Special Terms and Conditions (STCs), RHPs will be developed throughout the State to deliver care more effectively and efficiently and provide increased access to care for low‐income Texans. Each RHP will include a variety of healthcare providers to adequately respond to the needs of the community, and the process of forming each RHP will evidence meaningful participation by all interested providers.

a. RHPs must reflect patient flow and geographic proximity – The activities funded by

DSRIP are to be based in RHPs that are directly responsive to the needs and characteristics of the populations and communities comprising the RHP. Each RHP will have geographic boundaries. HHSC is currently working with CMS to determine if entities may participate in more than one regional plan based on certain principles. For instance, to reflect existing patient flow patterns, HHSC intends for specialty providers, such as children’s hospitals and burn care, to be able to participate in more than one RHP.

b. RHP responsibilities – The RHP plan will identify community needs, the projects and investments under DSRIP to address those needs, community healthcare partners, the healthcare challenges and quality objectives within the RHP, and the metrics described in State protocol associated with each project and quality objective. Within each RHP plan, each IGT entity will specify what providers it will support for uncompensated care (UC) and what specific DSRIP projects it will fund. The State and CMS must approve each RHP plan.

c. Participation is voluntary – Participation in an RHP under the 1115 waiver is completely voluntary. However, participation is required for entities seeking to access federal funds through the waiver effective October 1, 2012. Although counties and providers may choose not to participate, the map will show every county in Texas as located within an RHP region. Entities may choose to participate in an RHP plan as an anchor, IGT provider, and/or performing provider receiving funds for UC or DSRIP, or as a general stakeholder involved in RHP planning meetings.

d. Healthcare delivery system transformation is a key goal of the waiver, and

inclusion will contribute to RHP success – A key goal of the waiver is for local entities to have the opportunity to receive new federal matching funds for projects that transform the Texas health care delivery system while improving the quality of care provided. Meaningful improvement by providers participating in an RHP is essential to the success of DSRIP projects in each RHP. RHPs limiting participation—and as a result limiting potential IGT—also limit potential for such transformation. In addition, the waiver sets benchmarks for how much funding each year is to be spent


on UC vs. DRSIP. For rural and suburban areas, participating in a region with a larger metropolitan area or other entity with substantial IGT likely will assist with reaching the benchmarks for DSRIP spending. As a result, HHSC encourages RHPs to be as inclusive as possible.

II. Anchoring entities coordinate–but do not control–RHPs and do not control participant

IGT funding – In convening stakeholders, guiding the development of RHP plans, and reporting on the progress of the entire RHP to HHSC and CMS, anchors have an important role in RHP development. However, the role of an anchor is administrative. Anchors are to coordinate efforts within an RHP, but cannot dictate conditions of another entity’s IGT plan. Each transferring entity with IGT funds determines how to use its own public funds within the parameters of UC and DSRIP waiver requirements.

e. Each RHP must have one anchoring entity – Anchors may delegate administrative

functions (where there is not conflict of interest), such as data collection and reporting, but may not delegate to a contracting entity any decision‐making authority that is specifically assigned to the governmental entity under the waiver, HHSC policy or rules, or state law.

f. Potential anchoring entities – As outlined in the waiver, in RHPs with a public

hospital, the anchoring entity should be a public hospital. In regions without a public hospital, the following entities may serve as the anchor:

I. A hospital district. II. A hospital authority. III. A county. IV. A State university with a health science center or medical school.

g. Anchors need financial solidity – In regions with multiple eligible entities that

express interest in the anchor role, a consideration in selecting the anchor should be IGT capacity, as the waiver envisions that one of the anchor’s roles is to financially anchor the RHP.

h. Anchor funding – Because anchors will incur additional expenses in fulfilling their

responsibilities, HHSC is working with CMS to determine the best mechanism to compensate them for allowable administrative expenses, provided the anchor puts up the corresponding IGT. In particular, HHSC is working with CMS to figure out how a non‐hospital anchor may get paid for its responsibilities. The anchor may be eligible to receive a portion of the DY1 DSRIP funding for its allowable expenses as anchor, but the plan is for most of that funding to be available for DSRIP participants.


Anchor Planning and Governance Principles What entities can serve as an RHP anchor?

In an RHP with a public hospital, the anchor must be a public hospital.

In an RHP with no public hospital, the following governmental entities providing intergovernmental transfers (IGTs) to support Waiver payments may serve as the anchor:

Hospital districts

Hospital authorities

Counties

State universities with health science centers or medical schools

Can multiple entities share the role of anchor of an RHP?

No. The anchor serves as a single point of contact for the RHP and the protocol does not envision multiple entities sharing this responsibility.

What other entities, in addition to the anchor, may provide IGTs to support Waiver payments?

Any entity that is a state agency or a political subdivision of the state that participates in an RHP may transfer public funds (as defined below) to HHSC to support payments to providers eligible for payments under the Waiver.

Entities that are political subdivisions of the state include, but are not limited to:

Special districts (including hospital districts)

Hospital authorities

Counties

State universities

Cities

Local mental health authorities or community centers established under Chapter 534 of Texas Health and Safety Code

What is meant by “public funds?”

“Public funds” are funds derived from taxes, assessments, levies, investments, and other public revenues within the sole and unrestricted control of a governmental entity.

Public funds do not include gifts, grants, trusts, or donations, the use of which is conditioned on supplying a benefit solely to the donor or grantor of the funds, such as the private operator of a publicly‐owned hospital.


Does the anchor entity determine how funds transferred by other governmental entities are allocated to providers in the RHP?

No. Each governmental entity controls its own public fund commitments and use, provided such uses are consistent with the terms and objectives of the Waiver and are described in the RHP.

What functions does the anchor entity perform?

The roles and responsibilities of the anchor and of other participants in the RHP are described on HHSC’s website at http://www.hhsc.state.tx.us/1115‐rhp‐matrix.doc.

May the anchor entity contract with other entities for the purpose of performing administrative tasks related to the administration or operation of the RHP?

Yes, the governmental entity may delegate purely ministerial functions, such as data collection and reporting. However, the governmental entity may not delegate to the contracting entity any decision‐making authority concerning the interpretation of the Waiver, HHSC policy, or actions or decisions that involve the exercise of discretion or judgment that is specifically assigned to the governmental entity under the Waiver, HHSC policy or rules, or state law (e.g., approving or disapproving the transfer of local funds to HHSC).

Can the anchor entity receive waiver payments?

An anchor entity that is also an enrolled Medicaid provider is eligible to receive waiver payments. (HHSC is working with CMS to determine if there is a way to pay anchors who are not Medicaid providers for their role.)

http://www.hhsc.state.tx.us/1115-rhp-matrix.doc


Section I. RHP Organization Please list the participants in your RHP, including the type of participant (e.g. anchor, performing provider, local medical association), name of the organization, lead representative participating in the RHP, and the contact information for the lead representative (address, email, phone number).

Participants that will not be receiving direct UC or DSRIP payments such as subcontracted providers, hospital clinics, and pharmacies do not need to be listed under “Performing Providers”. It is optional to list these entities under “Other Stakeholders”. Add additional rows as needed.

RHP Participant Type Organization Lead

Representative Lead Representative Contact Information

Anchor (specify type of Anchor, e.g. public hospital, governmental entity)

IGT Entities (specify type of public entity, e.g. county, hospital district)

Performing Providers (specify type of provider, e.g. private hospital, children’s hospital, LMHA that will receive UC or DSRIP payments under the RHP plan)

Other Stakeholders (specify type)

County Medical Associations/Societies

Children’s Hospital Academic Health Science Centers

Regional Public Health Directors

Others (specify type)

IGT Funding (optional) Provide the amount of estimated IGT, UC payments, and DSRIP payments per year for each performing provider by IGT entity. Add additional rows as needed.

DY1 (FFY2012)

Governmental Entity (IGT Entity) Performing Provider IGT ($) UC (S) DSRIP ($) DY2 (FFY2013)




Governmental Entity (IGT Entity) Performing Provider IGT ($) UC (S) DSRIP ($)



RHP Totals Provide the summary totals for the RHP for UC and DSRIP, percent allocation of funding between UC and DSRIP, and state match.

Year 1 Year 2 Year 3 Year 4 Year 5 Uncompensated Care (UC) Total Maximum UC

Delivery System Reform Incentive Payment (DSRIP) Category 1

Category 2

Category 3

Category 4

Total Maximum DSRIP

TOTAL MAXIMUM UC AND DSRIP

UC/DSRIP Allocation UC % of Total

DSRIP % of Total

State Match (IGT) Estimated Available State Match (IGT)

State Match (IGT) Needed for Maximum UC and DSRIP Payments

______________________________________________________________________________ Membership Agreement Page 1 of 5 T:\1115 Waiver\Outreach Packet Materials\RHP CTX Membership Agreement DRAFT 5.15.12 -7.docx

REGIONAL HEALTH PARTNERSHIP OF CENTRAL TEXAS MEMBERSHIP AGREEMENT

This Membership Agreement (“Agreement”) is entered into effective as of the ___ day of __________, 2012 (the “Effective Date”), by and between Regional Health Partnership of Central Texas, a Texas nonprofit association (“RHP CTX”), and _____________________________ (“Member”).

RECITALS

WHEREAS, Member wishes to participate in the Texas Health and Human Services Commission, Texas Healthcare Transformation and Quality Improvement Program 1115 Waiver program (“Waiver”) to enhance medical care for the community it serves;

WHEREAS, Member desires to join a regional health partnership to promote system

transformation, including improved access, quality, cost-effectiveness, and coordination within the region’s geographical boundaries;

WHEREAS, RHP CTX is a regional health partnership under the Waiver which operates as a

locally-developed confederation that funds the state share of all Waiver payments in a partnership; WHEREAS, Member and RHP CTX intend this Agreement to satisfy the legal and administrative

requirements for participation in the Waiver and this Agreement will be modified to comply with the Waiver Rules and Terms and Conditions; NOW, THEREFORE in consideration of the mutual promises set forth herein and other good and valuable consideration, the parties hereto agree as follows:

ARTICLE I PURPOSE

1.1 The parties will participate to identify, assess and implement opportunities to improve access to the quality of healthcare, reduce healthcare costs, improve the health of populations and transform the healthcare delivery system.

ARTICLE II MEMBERSHIP OBLIGATIONS

2.1 Member is a member of RHP CTX. 2.2 Member subscribes to the purposes of RHP CTX. 2.3 Member shall appoint a designated representative to serve on the RHP CTX Board of Directors and attend meetings as more fully described in the RHP CTX Bylaws. 2.4 Member agrees to work cooperatively with RHP CTX to identify, assess and implement opportunities to improve access to the quality of healthcare, reduce healthcare costs, improve the health of populations and transform the healthcare delivery system.


2.5 If Member is eligible to provide funding for an intergovernmental transfer, Member agrees that should it choose to provide funding for an intergovernmental transfer, any funds it submits to the state for such funding will be from sources permitted by state and federal law and regulations. 2.6 Member shall participate in the development of the community health care assessment for its community and provide documentation for the assessment to RHP CTX.

2.7 Member agrees comply with applicable state and federal laws. 2.8 Member agrees to provide RHP CTX all required documentation to participate in the

Waiver as reasonably requested by RHP CTX.

ARTICLE III REPRESENTATIONS AND WARRANTIES

3.1 Member represents and warrants the following:

3.1.1 Member is a Texas _______________, duly established and created pursuant to applicable laws with all requisite power and authority to enter into this Agreement;

3.1.2 The execution, delivery, and performance by Member of this Agreement are

within that Member’s governmental powers, are not in contravention of any other instruments governing Member, and have been duly authorized and approved by Member’s Governing Board of Member as and to the extent required by applicable law;

3.1.3 Neither Member nor any of its representatives are (i) currently excluded,

debarred, or otherwise ineligible to participate in the federal health care programs as defined in 42 U.S.C. Section 1320a-7b(f) (the “federal health care programs”); (ii) convicted of a criminal offense related to the provision of health care items or services but not yet excluded, debarred, or otherwise declared ineligible to participate in the federal health care programs; or (iii) under investigation or otherwise aware of any circumstances which may result in the exclusion of RHP CTXor any of its representatives from participation in federal health care programs; and

3.1.4 This Agreement has been duly and validly executed and delivered by Member

and constitutes the valid, legal, and binding obligation of Member, enforceable against Member in accordance with its terms.

3.2 Member shall retain the following exclusive rights:

3.2.1 If Member is eligible to provide funding for an intergovernmental transfer, Member shall have sole discretion as to the amount, as well as type of DSRIP project, if any, of any intergovernmental transfer by Member;

3.2.2 Member shall retain the exclusive right to decide which, if any, entities or private

facilities to affiliate with, and, if Member is eligible to provide funding for an intergovernmental


transfer, the amount of any intergovernmental transfer for such private facility or facilities, if any; and

3.2.3 If Member is eligible to provide funding for an intergovernmental transfer,

Member’s intergovernmental transfer shall comply with the rules and regulations of the Waiver, and such allocation rules of such transfers for the private facilities.

ARTICLE IV

OBLIGATIONS OF RHP CTX

4.1 Anchoring Entity. RHP CTX will work with Member to identify an anchoring entity, which will be the lead health-care provider or local government entity that serves as the primary liaison between RHP CTX and HHSC, and coordinates planning, activities, and reporting among all RHP CTX participants, including, without limitation:

4.1.1 coordinating development of the five-year regional plan (“Plan”) that will detail

projects and interventions that support transformation of and reforms and improvements to the regional healthcare delivery system;

4.1.2 coordinating the required submissions to the Texas Health and Human Services

Commission (“HHSC”) of all assessments for regional projects undertaken pursuant to the Plan; 4.1.3 assuring that the Plan is delivered to HHSC for review and approval; and 4.1.4 collecting or coordinating the collection of such other data and information as

required by the Plan or HHSC. 4.2 Agreement to Cooperate. RHP CTX agrees to work cooperatively with Member to

improve access, availability, efficiency, delivery, and funding for health care services. 4.3 Cooperation with Others. RHP CTX will endeavor to be inclusive and cooperative with

other neighboring governmental entities and other regional healthcare partnerships 4.4 Compliance with State and Federal Law. RHP CTX agrees comply with applicable state

and federal laws. 4.5 Support for Increased Medicaid Funding. RHP CTX agrees to work collaboratively

with Member to expand opportunities for health care service funding to which that Member’s community is entitled.

4.6 RHP CTX shall not assume any powers or authority over any affairs of Member.

ARTICLE V TERM AND TERMINATION

5.1 Withdrawal. Member may terminate its participation in this Agreement by providing

thirty (30) days prior written notice to RHP CTX.


5.2 Removal of Member. Member may be removed only if such Member’s continued

participation would violate the terms and conditions of the Waiver or the Plan. 5.3 Term and Termination. The term of this Agreement shall be from Effective Date

through September 30, 2016, or the date the Waiver is terminated, whichever occurs first. Unless otherwise terminated, this Agreement shall automatically renew thereafter for additional terms of one (1) year.

ARTICLE VI GENERAL

6.1 This Agreement is subject to all provisions contained in the Waiver, the Articles of Association of RHP CTX, and the Bylaws of RHP CTX. 6.2 Change in Law. If any provision of this Agreement or the Waiver is determined by the federal or state government or by a court of law to be in violation of a federal or state law or regulation, or there is a change in any state or federal law or regulation that adversely affects this Agreement, then any party may propose by written notice a new basis for continuation of the Agreement. If notice proposing a new basis for continuation of the Agreement is given and the parties are unable to agree within thirty (30) days on a new basis for continuation of the Agreement, any party may withdraw from the Agreement immediately upon providing prior written notice to the other parties. 6.3 Notices. All notices to be given under this Agreement shall be in writing and shall be personally delivered or may be given by overnight carrier, by e-mail, or by United States mail, postage prepaid, registered or certified mail, addressed to the parties as follows: TO MEMBER: TO RHP CTX: ________________ Regional Health Partnership of Central Texas ________________ c/o Central Health ________________ 1111 East Cesar Chavez Street ________________ Austin, Texas 78702 Attn: _________________ 6.4 Relationship Between the Parties. No party to this Agreement is an agent or employee of any other party. 6.5 Governing Law. This Agreement shall be governed by the laws of the State of Texas. 6.6 Assignment. No party may assign any right, obligation, or responsibility under this Agreement except to a successor in interest. 6.7 Third Party Beneficiaries. The parties to this Agreement do not intend to establish any third party beneficiary relationship by virtue of this Agreement.

[REMAINDER OF PAGE LEFT BLANK]


IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed in its name and on its behalf. REGIONAL HEALTH PARTNERSHIP OF CENTRAL TEXAS ____________________________________________ By: ______________________________________ Name: ______________________________________ Title: ______________________________________ Date: ______________________________________ MEMBER ____________________________________________ By: ______________________________________ Name: ______________________________________ Title: ______________________________________ Date: ______________________________________ Entity Name: _____________________________ Address: ___________________________________ Telephone: __________________________________ Fax: ______________________________________ Email: ______________________________________

BYLAWS OF REGIONAL HEALTH PARTNERSHIP OF CENTRAL TEXAS PAGE 1 T:\1115 Waiver\Outreach Packet Materials\RHP CTX Bylaws DRAFT 5.15.12 -8.docx

BYLAWS OF REGIONAL HEALTH PARTNERSHIP OF CENTRAL TEXAS

These Bylaws (“Bylaws”) govern the affairs of Regional Health Partnership of Central Texas, a

Texas unincorporated nonprofit association (“RHP CTX”) organized under the Texas Uniform Unincorporated Nonprofit Association Act (“Act”).

ARTICLE 1

ANCHOR ENTITY 1.01 Anchor Entity. Central Health shall serve as the anchor entity for RHP CTX. As the

anchor entity, Central Health shall serve as the primary liaison between RHP CTX and Texas Health and Human Services Commission, and coordinates planning, activities, and reporting among all partnership participants, including, without limitation:

(a) coordinating development of the five-year regional plan (“Plan”) that will detail projects and interventions that support transformation of and reforms and improvements to the regional healthcare delivery system; (b) coordinating the required submissions to the Texas Health and Human Services Commission (“HHSC”) of all assessments for regional projects undertaken pursuant to the Plan; (c) assuring that the Plan is delivered to HHSC for review and approval; and (d) collecting or coordinating the collection of such other data and information as required by the Plan or HHSC.

ARTICLE 2 PURPOSES

2.01 RHP CTX shall operate as a locally-developed confederation, whose members fund the

State of Texas share of all HHSC, Texas Healthcare Transformation and Quality Improvement Program 1115 Waiver program payments in the partnership, as provided and determined by RHP CTX’s members. RHP CTX shall create a regional plan based on geographic proximity as the basis for (i) voluntarily improving regional access, quality, cost-effectiveness and collaboration; (ii) identifying transformation programs, performance metrics, and incentive payments for each participating hospital consistent with the Delivery System Reform Incentive Payment (“DSRIP”) menu of projects; and (iii) payment of funds protected under the Texas Healthcare Transformation and Quality Improvement Program 1115 waiver. RHP CTX shall promote system transformation, including but not limited to improved access, quality, cost-effectiveness, and coordination based on geographic proximity and an ability to efficiently deliver care to regional residents.

ARTICLE 3 MEMBERS

3.01 Class of Members. RHP CTX’s membership shall consist of political subdivisions,

licensed hospitals, Community Mental Health Centers (defined by the Texas Health and Safety Code, Chapter 534, Subchapter A), and federal qualified health centers (“FQHCs”) in the geographic region which subscribe to the purposes of RHP CTX. RHP CTX shall have two (2) classes of members:


Executive Members and Affiliate Members, (collectively “Member” or “Members”). Any Member which has made an intergovernmental transfer during the previous fiscal year shall be an Executive Member. A determination of each Member’s classification shall be made at the annual meeting of the Board of Directors. All other members shall be Affiliate Members. Members may be required to execute a Membership Agreement as may be determined by the Board of Directors.

3.02 Removal of Member. A Member may be removed only if such Member’s continued

participation would violate the terms and conditions of the Waiver or the Plan. 3.03 Limitation on Liability of Members. The Members shall not be personally or

individually liable for the debts, liabilities or obligations of RHP CTX.

ARTICLE 4 BOARD OF DIRECTORS

4.01 Management of RHP CTX. Except as provided by applicable law, in RHP CTX’s

Articles of Association or in these Bylaws, the business, property and affairs of RHP CTX shall be managed, directed and controlled, and all powers of RHP CTX exercised by or under the direction of a Board of Directors consistent with these Bylaws.

4.02 Number and Qualifications of Directors. The number of directors shall be equal to the

number of Executive Members. Each Executive Member shall appoint one person to the Board of Directors.

4.03 Term of Directors. Each director shall hold office until a successor is appointed or

elected and qualified, the director is removed or resigns pursuant to these Bylaws, or the Executive Member becomes an Affiliate Member. Each director position is held by the individual so long as the individual continues as a representative from and for the Executive Member. If the individual is removed from office or otherwise terminates employment with the Executive Member, then the Executive Member, upon notice to RHP CTX, may designate a new representative to assume the director position.

4.04 Vacancies. Any vacancy occurring in the Board of Directors shall be filled by the

Executive Member previously represented by the director. 4.05 Ex Officio Members of the Board. The Ex Officio members of the Board of Directors

shall consist of one representative of each Affiliate Member. Each Affiliate Member shall appoint one person as an Ex Officio member of the Board of Directors. Ex Officio members of the Board of Directors shall be afforded the privileges of the Board but may not vote or be counted in determining the existence of a quorum.

4.06 Annual Meeting. The annual meeting of the Board of Directors shall be held at the time

and place designated in the notice of the meeting. 4.07 Regular Meetings. The Board of Directors will provide for regular meetings by

resolution and by providing written notice stating the time and place of such meetings. 4.08 Special Meetings. Special meetings of the Board of Directors may be called by the

Anchor Entity.


4.09 Place of Meeting. The Board of Directors may designate any place, either within or without the State of Texas, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors.

4.10 Notice. Written or printed notice of any meeting of the Board of Directors shall be

delivered to each director not less than two (2) nor more than thirty (30) days before the date of the meeting. The notice shall state the place, day, and time of the meeting, who called the meeting, and the purpose or purposes for which the meeting is called.

4.11 Quorum and Voting. A majority of directors then in office shall constitute a quorum for

the transaction of business at any meeting of the Board of Directors. 4.12 Removal of Directors. A director may be removed with or without cause by the

Executive Member represented by the director. 4.13 Resignations. Any director may resign at any time by giving written notice to the Board

of Directors through its chair, the president, or the secretary of RHP CTX. Such resignation shall take effect when the notice is received, unless the notice specifies a future date. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

4.14 Limitation on Liability of Directors. A director is not liable to RHP CTX or Members

for monetary damages for an act or omission in the director’s capacity as director except that this Article does not eliminate or limit the liability of a director of RHP CTX to the extent the director is found liable for: (i) a breach of the director’s duty of loyalty to RHP CTX or its Members; (ii) an act or omission not in good faith that constitutes a breach of duty of the director to RHP CTX or an act or omission that involves intentional misconduct or a knowing violation of the law; (iii) a transaction from which the director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director’s office; or (iv) an act or omission for which the liability of a director is expressly provided by an applicable statute. If the Act or any other statute of the State of Texas hereafter is amended to authorize the further elimination or limitation of the liability of directors of RHP CTX, then the liability of a director of RHP CTX shall be limited to the fullest extent permitted by the statutes of the State of Texas, as so amended, and such elimination or limitation of liability shall be in addition to, and not in lieu of, the limitation on the liability of a director of RHP CTX provided by the foregoing provisions of this Section 4.15. Any repeal of or amendment to this Section 4.15 shall be prospective only and shall not adversely affect any limitation on the liability of a director of RHP CTX existing at the time of such repeal or amendment.

4.15 Use of Proxy. A director may authorize another person to vote and be present at a

meeting by proxy in the director’s absence.

ARTICLE 5 OFFICERS

5.01 Officer Positions. The officers of RHP CTX may include a president, vice president,

and a secretary/treasurer. The Board of Directors may create additional officer positions, define the authority and duties of each such position, and elect or appoint persons to fill the positions. Any two or more offices may be held by the same person, except the offices of president and secretary-treasurer.


5.02 Appointment and Term of Office. The officers of RHP CTX shall be elected annually by the Board of Directors at the annual meeting of the Board of Directors. Each officer must be a member of the Board of Directors. Each officer shall hold office until a successor is duly selected and qualified. An officer may be appointed to succeed him or herself in the same office.

5.03 Removal. Any officer elected by the Board of Directors may be removed by a majority

vote of the Board of Directors with or without good cause. The removal of an officer shall be without prejudice to the contract rights, if any, of the officer.

5.04 Vacancies. A vacancy in any office may be filled by the Board of Directors upon the

confirmation of the Executive Members for the unexpired portion of the officer’s term.

ARTICLE 6 COMMITTEES

6.01 Establishment of Committees. The Board of Directors may adopt a resolution

establishing one or more committees delegating specified authority to a committee, and appointing or removing members of a committee. Committee members may, but are not required to be, officers or directors of RHP CTX. Committee members may, but are not required to be, representatives of a Member. No committee shall have the authority of the Members or Board of Directors to:

(a) Amend or alter the Articles of Association. (b) Authorize the voluntary dissolution of RHP CTX. (c) Amend, alter, or repeal the Bylaws. (d) Take any action outside the scope of authority delegated to it by the Members or the

Board. (e) Take final action on a matter that requires the approval of the Members or the Board of

Directors.

ARTICLE 7 BOOKS AND RECORDS

7.01 Required Books and Records. RHP CTX shall keep correct and complete books and

records of account. RHP CTX’s books and records shall include: (a) A copy of the Articles of Association, and any amended versions or amendments to the

Articles of Association. (b) A copy of the Bylaws, and any amended versions or amendments to the Bylaws. (c) Minutes of the proceedings of the Members, Board of Directors, and committees having

any of the authority of the Board of Directors. (d) A list of the names and addresses of the Members, directors, officers, and any committee

members of RHP CTX.


ARTICLE 8 FISCAL YEAR

8.01 Fiscal Year. The fiscal year of RHP CTX shall begin on the first day of September and end

on the last day in August in each year.

ARTICLE 9 NOTICES

9.01 Delivery of Notice. Any notice required or permitted by the Bylaws to be given to a

Member, director, officer, or member of a committee of RHP CTX shall be delivered to the most current address of such Member, director, officer or member of a committee then appearing in the records of RHP CTX and may be given by delivery in person, by mail, by electronic mail, or facsimile transmission.

9.02 Signed Waiver of Notice. Whenever any notice is required to be given under the

provisions of the Act or under the provisions of the Articles of Association or the Bylaws, a waiver in writing signed by a person entitled to receive a notice shall be deemed equivalent to the giving of the notice.

9.03 Waiver of Notice by Attendance. The attendance of a person at a meeting shall

constitute a waiver of notice of the meeting unless the person attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE 10

SPECIAL PROCEDURES CONCERNING MEETINGS 10.01 Meeting by Telephone. The Members, Board of Directors, and any committee of RHP

CTX may hold a meeting by telephone conference-call procedures in which all persons participating in the meeting can hear each other. The notice of a meeting by telephone conference must state the fact that the meeting will be held by telephone as well as all other matters required to be included in the notice. Participation of a person in a conference-call meeting constitutes presence of that person at the meeting.

10.02 Decision Without Meeting. Any decision required or permitted to be made at a meeting

of the Board of Directors, or any committee of RHP CTX may be made without a meeting. A decision without a meeting may be made if all the persons entitled to vote on the matter either sign a written consent to the decision or send an e-mail documenting their vote. The original signed consents or e-mails shall be placed in RHP CTX minute book and kept with RHP CTX’s records.

ARTICLE 11

AMENDMENTS TO BYLAWS 11.01 Amendments. The Bylaws may be altered, amended, or repealed, and new Bylaws may be

adopted only by the Executive Members provided that a majority of the Board of Directors shall approve any alteration, amendment, or repeal of the Bylaws.


ARTICLE 12 MISCELLANEOUS PROVISIONS

12.01 Bylaws Interpretation. The Bylaws shall be interpreted in a manner that reserves to

RHP CTX, through its Board of Directors, the sole authority to direct the affairs of RHP CTX in keeping with its purposes stated hereinabove.

12.02 Legal Authorities Governing Construction of Bylaws. The Bylaws shall be construed

in accordance with the laws of the State of Texas. All references in the Bylaws to statutes, regulations, or other sources of legal authority shall refer to the authorities cited, or their successors, as they may be amended from time to time.

12.03 No Waiver of Sovereign Immunity. Notwithstanding anything to the contrary, nothing

contained in the Articles of Association or these Bylaws shall have waived or shall be deemed to have waived the sovereign immunity of the State of Texas, a county, a hospital district or any other entity afforded such protection.

CERTIFICATE OF SECRETARY

I certify that I am the duly elected and acting secretary of Regional Health Partnership of Central

Texas and that the foregoing Bylaws constitute the Bylaws of RHP CTX. These Bylaws were duly adopted at a meeting of the Board of Directors held on ____________, 2012.

Dated: _________, 2012 ___________________________________ Interim Secretary

______________________________________________________________________________ ARTICLES OF ASSOCIATION OF REGIONAL HEALTH PARTNERSHIP OF CENTRAL TEXAS Page 1 T:\1115 Waiver\Outreach Packet Materials\RHP CTX Articles of Association DRAFT 5.15.12 -9.docx

ARTICLES OF ASSOCIATION OF

REGIONAL HEALTH PARTNERSHIP OF CENTRAL TEXAS The undersigned, being a natural person over the age of eighteen (18), acting as organizer and

secretary under the Texas Uniform Unincorporated Nonprofit Association Act (“Act”), Chapter 252, of the TEXAS BUSINESS ORGANIZATIONS CODE, hereby adopts the following Articles of Association for Regional Health Partnership of Central Texas:

ARTICLE I

The name of the association is Regional Health Partnership of Central Texas (“RHP CTX”).

ARTICLE II

RHP CTX is an unincorporated nonprofit association.

ARTICLE III

The period of its duration is perpetual.

ARTICLE IV

The purpose or purposes for which RHP CTX is formed, and the business and objects to be carried on and promoted by it, are as follows:

1. Operate as a locally-developed confederation whose individual members fund the State of Texas share of all the Texas Health and Human Services Commission, Texas Healthcare Transformation and Quality Improvement Program 1115 Waiver program payments in the partnership, as provided and determined by RHP CTX’s members.

2. Create a regional plan based on geographic proximity as the basis for:

a. Voluntarily improving regional access, quality, cost-effectiveness and collaboration;

b. Identifying transformation programs, performance metrics, and incentive payments for each participating transferring entity consistent with the Delivery System Reform Incentive Payment (DSRIP) menu of projects; and

c. Payment of funds protected under the Texas Healthcare Transformation and Quality Improvement Program 1115 waiver.

3. Promote system transformation, including but not limited to improved access, quality, cost-effectiveness, and coordination, based on geographic proximity and an ability to efficiently deliver care to regional residents.


ARTICLE V Except as otherwise provided in these Articles of Association, RHP CTX shall have all of the powers provided in the Act. Moreover, RHP CTX shall have all implied powers necessary and proper to carry out its express powers, and purposes set forth herein, subject to the terms and provisions of these Articles of Association, RHP CTX’s Bylaws and applicable law.

ARTICLE VI

RHP CTX’s membership shall consist of political subdivisions, licensed hospitals, Community Mental Health Centers (defined in the Texas Health and Safety Code, Chapter 534, Subchapter A), and federal qualified health centers (“FQHCs”) in the geographic region of RHP CTX which subscribe to the purposes outlined in Article IV above. Any member which has made an intergovernmental transfer during the previous fiscal year shall be an Executive Member. All other members shall be Affiliate Members. Members may be added to or removed from membership in RHP CTX as provided in the Bylaws. The requirements of Membership and the manner of Member selection shall be as provided in the Bylaws. These Articles of Association and the Bylaws of RHP CTX shall define the classes, voting rights, powers, and privileges of the Members.

The initial Members of RHP CTX shall be those organizations named below so long as the organization’s governing body or agents of authority accepts membership in RHP CTX by resolution adopted on or before ________________, 2012:

Name of Member Street Address


ARTICLE VII Except as otherwise provided in these Articles of Association and in the Bylaws of RHP CTX, the Board of Directors shall direct and manage RHP CTX. The manner of selection, duties, terms, and other matters relating to the Board of Directors shall be provided in the Bylaws. The authority of the Board of Directors shall be limited to the extent expressly set forth in these Articles of Association and in the Bylaws of RHP CTX. The Board of Directors consists of the following persons at the following addresses:

Name of Director Street Address

The total number of directors shall be equal to the total number of Members. The number of voting

directors shall be equal to the number of Executive Members. The directors shall serve without compensation.

ARTICLE VIII RHP CTX may indemnify a person or entity who is, or is threatened, to be made a named party defendant or respondent in litigation or other proceedings because the person is or was a director, officer, Member, or other person related to RHP CTX. The Board of Directors shall have the power to define the requirements and limitations for RHP CTX to indemnify directors, officers, Members, or others related to RHP CTX.


ARTICLE IX The power to dissolve RHP CTX shall be vested solely in the Board of Directors.

ARTICLE X

These Articles of Association and the Bylaws of RHP CTX shall be adopted by the initial Executive Members of RHP CTX who subscribe to the purposes of these Articles as contained in Article IV on or before ___________, 2012. These Articles and the Bylaws may be altered, amended or repealed and new and other Articles or Bylaws may be made and adopted only by the Board of Directors then in office. Signed by the Organizer and Interim Secretary this ____ day of _____________, 2012. ___________________________________ ___________________________________, Organizer and Interim Secretary

Frequently Asked Questions

Overview What is Medicaid and how is it funded? Medicaid is program that provides health coverage for lower-income people, families and children, the elderly, and people with disabilities. Eligibility rules for the Medicaid program vary from state to state. The Federal government and the State government share the cost of the Medicaid program according to the Federal Medicaid Assistance Percentage (FMAP) calculation formula. The FMAP is based upon a formula that compares individual state income to the continental United States income in order to determine ratios the federal government will utilize in assisting each state with expenses in the Medicaid program. In Texas for fiscal year 2012, the Federal government pays approximately 58% of Texas’s Medicaid costs and the Texas government pays approximately 42%. What is an 1115 Medicaid waiver? The Medicaid program is authorized in Federal law by the Social Security Act. Section 1115 of that act lays out a number of specific requirements that Medicaid programs must meet in order to implement the program. Examples of these requirements include that the program must be available statewide and that participants have their choice of providers to see, among many others. To make changes to the Medicaid program to operate it differently from how the Section 1115 requirements stipulate, states must request permission to waive the requirements in section 1115, or request an “1115 waiver.” Waivers are approved typically as five year demonstration projects where states are granted a period of time to improve the existing service delivery model of healthcare. The new model may be intended to save costs in the program or serve additional populations. Regardless of the change, an 1115 waiver must be budget-neutral for the Federal government, meaning that the Federal share of Medicaid costs under the waiver must not be greater than what they would be without the waiver. Texas has received approval for an 1115 Medicaid waiver known as the Texas Health Care Transformation and Quality Improvement Program. Seeking a waiver under Section 1115 of the Social Security Act allows the Centers for Medicaid and Medicare Services (CMS) and the state more flexibility in designing programs to ensure delivery of Medicaid services to eligible recipients. Section 1115 waiver authority will allow HHSC to expand managed care throughout the state while maintaining historic supplemental Medicaid funding known as Upper Payment Limit (UPL) payments to hospital providers. What is the ultimate goal of the waiver program? HHSC’s goal for this waiver program is to allow the state to expand Medicaid managed care statewide (previously it has operated only in urban areas) and preserve critical hospital funding for Medicaid and uninsured patients that otherwise would have been unallowable in a statewide Medicaid managed care environment.


Hospital funding is now contingent on the completion of projects intended to transform the healthcare delivery system. The three goals of this transformation are

- Better health - Better care - Lower healthcare costs

The regional structure of the implementation of the waiver program could address healthcare quality and access issues at the regional level, if counties choose to work together to create integrated care delivery systems. Why should local governments participate in the 1115 waiver program? The waiver provides ways for local entities to access additional federal funding through a Intergovernmental Transfer (IGT). The funds are available to help pay for health-care services to uninsured individuals to propose improvements to access and delivery of healthcare services.. Regional Healthcare Partnerships

What is a Regional Healthcare Partnership?

A Regional Healthcare Partnership (RHP) is a collaboration of providers that work collectively to develop and submit to the state a regional plan for health care delivery system reform to improve healthcare and lower costs through improvements. The regional partnership will have geographic boundaries and be coordinated by a public hospital or local governmental entity with the authority to make intergovernmental transfers. There are 20 regions in Texas. ..

What is the role of the anchor entity?

The anchor entity is required for each region and serves an administrative role and as the primary contact to HHSC. Responsibilities include providing opportunities for public input to the development of RHP plans and coordinating discussion and review of proposed RHP plans prior to plan submission to the State. Another responsibility includes coordination of the reporting requirements to HHSC.

The anchor entity does not have the control of any funding decisions or commitments made by each RHP participant.

Who can participate in a Regional Healthcare Partnership?

Regional Healthcare Partnerships include public hospitals and local governmental entities responsible for funding the state match in partnership with regional health stakeholders. A public hospital or provider may join a partnership if it obtains an affiliation with an entity that provides IGT, participates in the regional plan, and meets related objectives, reporting, metrics, and other criteria defined under the DSRIP program. The rules for developing and implementing a Regional Healthcare Partnership are being formulated in negotiation with CMS.


Region 7 consists of a regional partnership in Bastrop, Caldwell, Fayette, Hays, Lee, and Travis counties. Central Health is the anchor entity for Region 7.

Is participation in the waiver mandatory? No. Participation in the waiver is completely voluntary. However, participation in the waiver is necessary if your provider organization wishes to be eligible for both local governments and providers waiver reimbursement, including funds you may have received from the Upper Payment Level payment in the past. Can we begin participating in later years of the waiver? Yes (according to info received from HHSC 5/16/12). In order to participate in later years, it is necessary to join the RHP. It is not necessary to commit funding to join the RHP. The five-year waiver was approved in December 2011 and will extend until 2016. If we have joined the RHP as an initial partner, is our continued participation mandatory throughout the waiver? No. Participation is entirely voluntary and the level of participation can be changed at any point over the life of the waiver. Funding How will funding work under the waiver?

The 1115 waiver will provide HHSC the authority to make two types of payments to hospitals: payments for uncompensated care to Medicaid eligible patients and uninsured patients and incentive payments for health care delivery system reforms. Both types of payments will require the hospital to be a Medicaid-enrolled provider and to have an intergovernmental transfer (IGT) of eligible public funds submitted to the state, by the provider (if a hospital district or other eligible authority) or on its behalf, to serve as the non-federal share of the payment.

Uncompensated care payments will be made to providers that submit a waiver application documenting uncompensated costs of providing hospital and non-hospital services to Medicaid patients and uninsured patients. The non-hospital service costs include physician costs, other non-physician professional costs, clinic costs, and outpatient drug costs. The addition of these non-hospital costs differentiates the uncompensated care payment under this waiver from a payment under the Disproportionate Share Hospital (DSH) program.

Incentive payments will be made to providers that participate in health care quality and delivery system reforms – this is referred to as the Delivery System Reform Incentive Payment (DSRIP) program. Providers will participate in developing a plan for their region that is a result of collaboration through a Regional Healthcare Partnership. After the plan is approved and in place, the regional partnership will measure and report the outcomes of the region’s reform initiatives on a regular basis.


How much money is available to the state? To the region? Overall, $29 billion is available in Texas over the five year waiver period. The amount available to Region 7 has not been determined. What qualifies as an IGT funding source? IGT funding sources are local government and state agency funds that can be transferred to HHSC to be used as the state share of Uncompensated Care Pool (UC) and Delivery System Reform Incentive Program (DSRIP) payments under the Waiver if the funds

- Are not Federal funds - Are appropriated to the state agency (if the transfer is from a state agency); and - Are not impermissible provider-related donations

For more detail, including a definition of an “impermissible provider-related donation,” see HHSC’s “IGT Guidelines” document located on the state’s waiver webpage under the “Tools and Guidelines for Regional Healthcare Partnership Participants” section. http://www.hhsc.state.tx.us/1115-docs/IGT-Principles.pdf What are Uncompensated Care (UC) Pool payments? These payments are designed to help offset the costs of uncompensated care provided by a hospital or other providers. What are DSRIP Pool Payments? DSRIP stands for Delivery System Reform Incentive Payment. DSRIP pool payments are incentive payments to hospitals and other providers that develop programs or strategies to enhance access to healthcare, increase the quality of care, the cost-effectiveness of care provided, and the health of the patients and families served. What kinds of entities can receive UC and DSRIP payments? Typically, hospitals are the only entities eligible to directly receive DSRIP and UC payments from the federal government. . The hospitals can subcontract with other providers to meet DSRIP project goals. What projects are eligible for DSRIP payments? HHSC has developed a draft menu of DSRIP projects from which hospitals can choose. You can see a copy of the draft DSRIP menu under the “Tools and Guidelines for Regional Healthcare Partnership Participants” section of the state’s waiver website: http://www.hhsc.state.tx.us/1115-waiver.shtml How is the value of each DSRIP project determined? HHSC has not answered this question yet.

http://www.hhsc.state.tx.us/1115-docs/IGT-Principles.pdf

http://www.hhsc.state.tx.us/1115-waiver.shtml



How much will my hospital get paid for completing a DSRIP project? HHSC has not answered this question yet. CMS will have to approve HHSC’s valuation of DSRIP projects. What types of programs does my local government have that might qualify as an IGT? As a specific example, a county may transfer funds allocated to the county indigent care program as an IGT to fund waiver payments if the county determines that the transfer of funds (or the use of the funds under the waiver) fulfills the county’s obligations under TX Health & Safety Code Chapter 61. HHSC is still assessing many of the IGT eligibility issues. Does the local government control IGT funding decisions? Yes. A local government that makes an IGT will participate in the allocation process with the affiliated hospital to determine funding allocations to providers.

Are there limitations on what waiver funds can be used for?

Waiver funds cannot be used for construction. Senate Bill 7, 82nd Legislature, First Called Session, 2011, prohibits the use of waiver funds to finance the construction, improvement, or renovation of a building or land unless that construction is approved by HHSC. DSRIP projects must be selected from an approved HHSC menu and approved through the Regional Healthcare Partnership (RHP) Plan.

What resources will be available to us to help in the implementation of the waiver? Central Health, as our region’s anchor entity, will be available to advise you as your community develops its RHP plan. HHSC staff are also available to answer questions and provide technical assistance. HHSC maintains a comprehensive website on the program: http://www.hhsc.state.tx.us/1115-waiver.shtml


igt entities & performing providers

Documents