Beruflich Dokumente
Kultur Dokumente
HOSPITAL DISTRICT
Memorandum
To:
Copy:
From:
Date:
Re:
This is to request Commissioners Courts approval of the attached Letter of Intent between the
Nueces County Hospital District and Christus Spohn Health System Corporation relating to Spohnproposed material alterations to District-owned hospital real property presently known as Christus
Spohn Hospital Corpus Christi-Memorial (formerly known as Memorial Medical Center) located at
2606 Hospital Boulevard, Corpus Christi, Texas (see NCHD Attachment A). The Letter of Intent was
approved by the Hospital Districts Board of Managers on September 10, 2014 in response to the
Districts receipt of a Material Alteration Notice and related consent request from Christus Spohn
Health System Corporation applicable to the above property (see NCHD Attachment B).
The Hospital Districts Board of Managers found their approval of the Letter of Intent to be in the best
interests of the residents of the Hospital District. At the request of the Board of Managers, the
Districts Letter of Intent approval is contingent on Commissioners Court approval.
Christus Spohns Alteration Notice and consent request above was provided to the Hospital District
on September 9, 2014 in accordance with Schedule 1, Section 3.8.6 of the Christus Spohn Health
System Corporation Membership Agreement between the District and Christus Health that was
effective October 1, 2012. The Spohn Alteration Notice and consent request includes, but is not
limited to, proposed construction by Christus Spohn of a new ambulatory health center on the
Memorial Hospital campus and then demolition of the existing hospital buildings located on the
same campus.
On September 10, 2014, the Hospital Districts Board of Managers adopted a Resolution approving
the above-mentioned Letter of Intent for Spohn, among other things, to: (i) construct an ambulatory
health center of at least 40,000 square feet to provide comprehensive outpatient medical care on the
District-owned hospital campus; (ii) relocate the inpatient beds and Level II trauma center from the
hospital to the Christus Spohn Shoreline hospital facility; and (iii) then demolish the existing hospital
buildings on the campus.
NCHD Attachment A
9/10/2014 3:00 PM
~CHRISTIJS. SPOHN
~ HeaJth System
(2)
(3)
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(4)
(5)
Subject to due diligence and the preparation and execution of the District's written
approval of the Material Alteration, which is hereby provided by the District, amendments
to the Agreements listed above, as well as the MOU (the "Definitive Agreements"),
following are the terms and provisions for the proposed transactions:
I.
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Spohn will provide access for law enforcement officers and others to
bring Nueces County residents to its appropriate facilities.
crisis stabilization.
lll.
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contemplated by the Affordable Care Act that reduces the number of Nueces
Aid Beneficiaries.
h. Recognizing that the District does not set or otherwise control its tax rate,
through the earlier of the termination of the Membership Agreement or
September 30, 2026, the District will agree to a "maintenance of effort"
commitment to request and diligently advocate for the establishment of an
"effective" tax rate at a level to produce at least $31.454 million per year in
District tax revenues. The District's continuing "maintenance of effort"
commitment will be amended to reflect the reduced Nueces Aid Beneficiary
enrollment and/or reduced Maximum Annual Amount and potential related
reduction in effective tax rate expected after the earlier of (1) the termination
of the Membership Agreement, (2) the rollout of an expanded Texas Medicaid
program comparable to that contemplated by the Affordable Care Act, or (3)
September 30, 2026.
II.
c. Due to Spohn's demolition of the Memorial hospital building, the District will
be relieved of its obligation to purchase the equipment in the facility at the
end of the Lease term.
d. Spohn's current capital expenditure requirements of $6 million per year on a
rolling 3-year average will be phased down as follows:
i. Calendar Year 2014 - $6 million capital expenditure requirement
calculated on a three-year rolling average in accordance with Schedule
1 of the Membership Agreement, with potential deficit for such threeyear rolling average added to Spohn's capital expenditures obligation
for calendar year 20 15;
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the construction costs associated with the Dr. Hector P. Garcia Memorial Family Health Center leasehold improvement calculated for
the 12-month period comprising calendar year 2015, with potential
deficit for such 12-month period added to Spohn's capital expenditures
obligation for calendar year 2016;
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The District will own the new Dr. Hector P. Garcia - Memorial Family
Health Center, which shall be constructed by Spohn as a leasehold
improvement on the Memorial campus.
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III.
IY.
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11.
lll.
c. Spohn will monitor community needs and consider several factors as part of
its redesign of the Shoreline ED, including the growing population in the
County, the increased number of freestanding EDs serving the community,
the increasing availability of primary care in the community, and other
factors that may impact patients served by Spohn's Shoreline ED.
d. Per hospital regulatory requirements, Spohn will at all times maintain
disaster preparedness, leveraging resources within and outside of the Coastal
Bend Region in case of a large-scale emergency, and enlisting emergency
resources from other communities in the case of a catastrophic event. Spohn
reviews its Emergency Preparedness Plans and conducts drills locally,
regionally and at a state level to ensure systemic knowledge of the standard
operating procedures during an emergency.
e. Spohn will maintain at least two Graduate Medical Education ("GME")
programs.
9/10/2014 3:00 PM
Spohn will maintain, support, and fill at least the number of residents
slots needed to obtain Medicare payment at its current annual
Medicare allowable full-time-equivalent ("FTE") GME cap.
11. Spohn will provide office space and a training center for the residents
within the redesigned Shoreline campus.
iii. Resident training will continue to occur at various care sites, in order
to ensure a comprehensive training experience.
1.
f.
Spohn will provide adequate space within the new Dr. Hector P. Garcia Memorial Family Health Center for District's current level of enrollment
counselors. The parties will evaluate the future need for such space for
District enrollment counselors and, if appropriate, modify such space in the
future, including potentially providing space within Shoreline for District
enrollment counselors.
11.
iii.
iv.
v.
vi.
vii.
VI11.
IX.
x.
XI.
xii.
9/10/2014 3:00PM
A petition is filed with the District objecting to the closure of the Memorial facility
and it is determined within such 45-day period that there are a sufficient number of
signatures of qualified voters to require an election under Texas Health & Safety
Code 285.051 and 285.052; or
A petition is filed with the District objecting to the closure of the Memorial facility
and it is not determined during such 45-day period as to whether there are a
sufficient number of signatures of qualified voters to require an election under Texas
Health & Safety Code 285.051 and 285.052. Spohn may at its sole option extend
the 45-day period hereunder for up to two additional 15-day periods by providing the
District written notice of such extension(s).
If the foregoing correctly sets forth our intentions, please sign the duplicate copy of this
letter in the space provided and return it to the undersigned on. Subject to Texas Health &
Safety Code 285.051 and 285.052, based on the consideration set forth herein on behalf
of both parties, the undersigned, through execution of this Letter of Intent, understand and
agree that this Letter of Intent and the commitments of the parties set forth herein shall
constitute a written agreement legally binding upon each party.
-r~~
Pamela Robertson
CEO
CHRISTUS Spohn Health System Corporation
AGREED TO AND ACCEPTED this /1J'f"day of September, 2014
NUECES~UNTY HOSPITAL- DISTRICT
By:
Jonny ~dminis~O
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NCHD Attachment B
~CHRISIUS. SPOHN
~ Health System
September 9, 2014
NCHD-ADMINISTRATION
Material Alteration Notice for CHRISTUS Spohn Hospital Corpus Christi- Memorial
A. Introdllctioll
Over the past two years, Spohn has worked with several consultants and advisors to develop a
Master Facility Plan to improve its overall delivery of health care services in Nueces County and
surrounding areas of the Coastal Bend region. As part of the Master Facility Plan, Spohn seeks to
improve its utilization of the physical infrastructure to meet the evolving health care needs of all
patients. Recently, CHRISTUS Health approved a transformative project to invest $325 million
in infrastructure projects in Corpus Christi ($275 million in contributions from CHRISTUS
Health and $50 million in philanthropic support). Spohn is actively preparing its capital
campaign to support the Master Facility Plan investment. A key component of this plan is to
optimize the options for delivery of care consistent with the community needs.
About a year ago, Spohn made a presentation to NCHD, outlining its intent to facilitate its ability
to deliver healthcare services in the changing healthcare environment. Since that time, NCHD
has consistently expressed its firm conviction that services currently available to Nueces Aid
Beneficiaries through Spohn must remain intact. NCHD and Spohn have engaged in ongoing
discussions to ensure that CHRISTUS Health's and Spohn's significant investment in the
community will maintain and improve residents in Nueces County's and, in particular, Nueces
Aid Beneficiaries' access to healthcare services. Spohn has reaffirmed its commitments to the
residents of Nueces County and, in particular Nueces Aid Beneficiaries in writing and publicly,
including at six community meetings over the past several months, and is working with NCHD
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September 9, 20 14
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to memorialize those commitments in a letter of intent and other written, legal documents with
NCHD.
Faculty and residency clinic focused on primary care services (family medicine};
Extended hours to include operating 24 hours on Thursday, Friday and Saturday for nonscheduled visits. Spohn will evaluate and, as appropriate, modify such hours of operation
based on community need and patient utilization, including potentially operating 24 hours
in the Health Center on Sunday, Monday, Tuesday, and Wednesday;;
Specialty clinics, including: urology, cardiology, neurology, endocrinology, orthopedics,
and post-trauma;
Clinic outpatient pharmacy services and medication counseling education;
X-ray and laboratory services;
Social services;
Community health/transition care counseling to assist patients and families in navigating
needed healthcare services;
Behavioral health counseling;
Wellness and prevention education for both patient and families including help with
appropriate diet and lifestyle;
Management of ongoing diseases such as diabetes, heart conditions, and high blood
pressure;
NCHD enrollment counselors; and,
Support of spiritual needs through availability of onsite chapel.
In the most recent Community Needs Assessment, Spohn found that access to primary care and
affordable options for continuing care ranked among the highest needs in Nueces County. By
expanding and improving the care delivery model for services at the Dr. Hector P. Garcia Memorial Family Health Center, Spohn can address these community needs in the most
appropriate setting and level of care, with the goal of reducing over-utilization of its emergency
departments.
C. Additioual CompOitellfs ofSpolm,s Master Facility P/a11
In the feasibility analysis, Spohn found that the best location for improvements of an existing
hospital facility is the Spohn Shoreline facility. As part of the Master Facility Plan, Spohn will
relocate the inpatient beds and trauma services from Memorial to Shoreline, to ensure the
continuing availability of such care. Not only will this include obtaining a Trauma Level II
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designation for Shoreline but also an expansion of Shoreline's emergency department, treatment
rooms, and inpatient services through addition of a new patient bed tower. In addition, Spohn is
committed to ensuring the continuation of medical residency programs, its provision of inpatient
and outpatient behavioral health care, and its provision of care to residents in Nueces County
and, in particular Nueces Aid Beneficiaries, and will take necessary steps to maintain those
commitments when implementing the Master Facility Plan.
D. Collclusioll
As reflected above, Spohn has undertaken a thorough analysis of the viability of maintaining
Memorial as a hospital facility. Based on the comprehensive third party analyses, the most viable
option is to construct the Dr. Hector P. Garcia - Memorial Family Health Center, relocate the
inpatient beds and trauma services from Memorial to Shoreline and further expand the Shoreline
facility, and then, following the District's Board of Manager's authorization to close the
Memorial hospital facility and Texas Health & Safety Code 285.051 and 285.052, to
demolish the Memorial hospital facility. All costs of the construction of the Dr. Hector P. Garcia
- Memorial Family Health Center, relocation of the inpatient beds and trauma services from
Memorial to Shoreline, expansion of the Shoreline facilityt demolition of the Memorial hospital
facility, and maintenance of the Memorial campus site will be borne by Spohn as contemplated
in Section 3.8.6 of Schedule I of the Membership Agreement.
Operationally, Spohn would like to initiate its investment in the community as soon as possible.
Spohn requests your cooperation in working through and resolving any issues related to the
above-described material alteration in a timely manner.
Please let us know if you have any questions about the alteration and Notice. We look forward
to working with NCHD to obtain written consent to the Notice.
Sincerely,
Pamela S. Robertson
Chief Executive Officer
Enclosures
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EXHIBIT A
EXHIBIT A
DESCRIPTION OF REAL PROPERTY
2.
Adlom'ng
Christi, Texas.
Lot~ Lots OM (1), Two (2), Three (3), Four (4) and Five (S), West% of
Lot Six (6), aud Lots Sevm (7), Bight (8), N'mc (9), Ten (10), Eleven (11)
md Twelve (12), in an mmwnbered block lying south ofBufonl Awnue,
sometimes refem:d to 88 Block Seven (1), Tierra Alta Addition, an
addition to the City of Cmpus Christi, Texas, 88 shown by map thereof
recorded In Volume 4, page 11, Map Reconls, Nuecess County, Texas;
aud Lot Six-B (6-B), Bloat Smm (7), 'Iic:D'B Alta Addition, as recorded in
Volume 29, page 86, Nucces CoUDty Map Records, being a repJat ofEast
one-half of Lot Six (6), Block Seven (7), es recorded in Volmne 4, page
11, Map .Records, N110CC19 County, Texas.
3.
Texas.