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University Physicians, Inc. Operating Agreement Revisions Presented to University of Colorado Board of Regents Strate

University Physicians, Inc. (UPI). 501(c)(3) established in 1982 as the faculty practice plan for CU School of Medicine (SOM). Our principle responsibility is to manage the full scope of business functions related to the clinical practice of ~950 physicians who are faculty of the SOM.Although a

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University Physicians, Inc. Operating Agreement Revisions Presented to University of Colorado Board of Regents Strate

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    1. University Physicians, Inc. Operating Agreement Revisions Presented to University of Colorado Board of Regents Strategic Planning Study Session April 27, 2005 Lilly Marks Executive Director, University Physicians, Inc. Senior Associate Dean, Finance & Administration University of Colorado School of Medicine

    2. University Physicians, Inc. (UPI) 501(c)(3) established in 1982 as the faculty practice plan for CU School of Medicine (SOM). Our principle responsibility is to manage the full scope of business functions related to the clinical practice of ~950 physicians who are faculty of the SOM. Although a separate entity, our primary purpose is to support the clinical and academic missions of the School of Medicine.

    3. University Physicians, Inc. (UPI) UPI’s relationship with the University of Colorado is governed by an operating agreement with the Board of Regents which defines the parameters of the relationship. The original document is almost 25 years old and ~40 pages long. It has been modified twice before to reflect the evolving nature of UPI’s business requirements and relationship with the SOM and the University of Colorado. The operating agreement was last revised in 1994 and does not reflect the significant changes in the health care industry and changes in the SOM that impact our relationships.

    4. University Physicians, Inc. (UPI) GOALS OF THE REVISED AGREEMENT ARE TO: Streamline and update the document to more accurately and succinctly define UPI’s scope of business and university relationships. Incorporate requests from the University for specific changes. Clarify existing relationship in light of financial reporting changes precipitated by revisions in national accounting rules.

    5. University Physicians, Inc. (UPI) SIGNIFICANT CHANGES: Eliminates the requirement for annual approval by the Board of Regents. Instead, the agreement is for an indefinite term with the ability of the Board of Regents to terminate the agreement on one year’s notice (page 2, section 1). Any changes in the operating agreement would require Board approval prior to the implementation.

    6. University Physicians, Inc. (UPI) SIGNIFICANT CHANGES: In response to HSC’s request, allows the University and UPI to contract with one another for the provision of, or reimbursement for, services and program related expenses. Previously, funds flowed only from UPI to the University. The change would allow, by mutual agreement, the reimbursement of University related expenses to UPI. (page 3, section 3).

    7. University Physicians, Inc. (UPI) SIGNIFICANT CHANGES: New language has been added to more clearly reflect the arm’s length relationship between the University of Colorado and UPI as articulated in C.R.S. 23 -20-114(2) and other state statutes which require that UPI remain financially independent from the University. The Regents cannot become responsible for any of UPI’s debts and liabilities and vice versa (pages 4-5, section 4.c.).

    8. University Physicians, Inc. (UPI) KEY ELEMENTS RETAINED: Faculty of the SOM are employed by the University and not UPI; however, membership in UPI continues to be a condition of employment for SOM faculty (page 4, section 4.b). All 3rd party gifts made to the University through UPI shall be deposited with the University of Colorado Foundation and all research grants shall be routed through university grants and contracts, consistent with University policy (page 6, section 5).

    9. University Physicians, Inc. (UPI) UPI retains its commitment to the academic enrichment fund, a major source of support for the academic missions and programs of the School of Medicine (page 6, section 6.b). Annual reporting requirements to the Board of Regents remain unchanged and include (page 8, section 8) Annual certified independent financial audit Summary of AEF Expenditures UPI financial plan for the following fiscal year

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