COMPLETED BOARD ORDER�"��30
Before the Board of Supervisors in and for the
County of Monterey, State of California
Agreement No: A 11788; A 11789; A 11790
Authorize the Purchasing Manager for Natividad Medical Center
NMC) to execute an Agreement with Interim Physicians, LLC
formerly known as Interim Physicians, Inc.) and Amendments with
Medical Doctor Associates and Staff Care, Inc. to provide locum
tenens physician services for fiscal year 2010-11.
Upon motion of Supervisor Potter, seconded by Supervisor Armenta, and carried by those
members present, effective July 27, 2010, the Board hereby:
Authorized the Purchasing Manager for Natividad Medical Center NMC) to execute an
Agreement with Interim Physicians, LLC formerly known as Interim Physicians, Inc.) A-
11788) and Amendments with Medical Doctor Associates A-11789) and Staff Care, Inc. A-
11790) to provide locum tenens physician services for fiscal year 2010-11.
PASSED AND ADOPTED this 27th day of July, 2010, by the following vote, to wit:
AYES: Supervisors Armenta, Calcagno, Salinas, Parker, Potter
NOES: None
ABSENT: None
I, Gail T. Borkowski, Clerk of the Board of Supervisors of the County of Monterey, State of California, hereby
certify that the foregoing is a true copy of an original order of said Board of Supervisors duly made and entered in
the minutes thereof of Minute Book 75 for the meeting on July 27, 2010.
Dated: July 29, 2010 Gail T. Borkowski, Clerk of the Board of Supervisors
County of Monterey, State of California
By'.
Deputy
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SIGNED BOARD REPORTX��"��MONTEREY COUNTY BOARD OF SUPERVISORS
MEETING: July 27, 2010
AGENDA NO.:
SUBJECT: Authorize the Purchasing Manager for Natividad Medical Center NMC) to
execute an Agreement with Interim Physicians, LLC formerly known as
Interim Physicians, Inc.) and Amendments with Medical Doctor Associates
and Staff Care, Inc. to provide locum tenens physician services for fiscal
year 2010-11.
DEPARTMENT: Natividad Medical Center
RECOMMENDATION:
It is recommended that the Board of Supervisors authorize the Purchasing Manager for Natividad
Medical Center NMC) to execute an Agreement with Interim Physicians, LLC formerly known
as Interim Physicians, Inc.) and Amendments with Medical Doctor Associates and Staff Care,
Inc. to provide locum tenens physician services for fiscal year 2010-11.
SUMMARY/DISCUSSION:
NMC wishes to renew the professional service agreement and add amendments to existing
contracts with the locum tenens companies listed below. NMC utilizes locum tenens
temporary) physicians during periods when its employed/contracted physicians are not available
to provide health care services vital to NMC's continued operation e.g., vacation; illness;
continuing medical education; etc.).
NMC pays locum tenens companies for physician services based on an hourly/daily rate specific
to each medical specialty. Rates are all-inclusive of travel, lodging and associated expenses and
have been negotiated separately with each locum tenens company.
COMPANY AGREEMENT/
AMENDMENT
TERM FY11
AMOUNT
Interim Physicians, LLC Agreement July 1, 2010 June 30, 2011 $200,000
Medical Doctor Associates Amendment #2 July 1, 2010 June 30, 2011 $200,000
Staff Care Amendment #1 July 1, 2010 June 30, 2011 $200,000
OTHER AGENCY INVOLVEMENT:
The Agreement(s)/Amendment(s) have been reviewed and approved by County Counsel County
Counsel, the Auditor/Controller's office and by the Natividad Medical Center Board of Trustees.
FINANCING:
The Contract Agreement(s)/Amendment(s) cost of $600,000 is included in the FY 2010-11
Recommended Budget. This action will not require any additional General Fund subsidy.
Prepared by:
Jeanne-Ann Balza
Management Analyst
June 17, 2010
Harry Weis
Chief Executive Officer
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AGREEMENT NO. A-11790 - STAFF��AMENDMENT NO. I TO PROFESSIONAL SERVICES AGREEMENT BETWEEN
STAFF CARE, INC. AND THE COUNTY OF MONTEREY ON BEHALF OF NATIVIDAD MEDICAL CENTER
FOR LOCUM TENENS PHYSICIAN SERVICES
STAFF CARE, Inc. CONTRACTOR") and THE COUNTY OF MONTEREY ON BEHALF OF NATIVIDAD MEDICAL
CENTER NMC") entered into a Professional Services Agreement, on or about February 1, 2009 the Agreement").
Effective July 1, 2010 Amendment Effective Date") the parties hereby enter into this Amendment No. 1 to that
Agreement Amendment No. 1 for the purpose of amending and modifying the terms of the Agreement as follows:.
NOW, THEREFORE, for and in consideration of the mutual covenants, conditions, and restrictions set forth herein,
the Parties agree as follows:
1. Exhibit A, Scope of Services/Payment Provisions, is replaced with Amendment No. 1 to Exhibit A. All references
in the Agreement to Exhibit A shall be construed to refer to Amendment No. 1 to Exhibit A.
2. Section 2. PAYMENTS BY NMC is amended to add the following sentence:
During the period of July 1, 2010 to June 30, 2011, the maximum obligation of the County for services provided
hereunder shall not exceed Two Hundred Thousand Dollars and No Cents $200,000.00).
3. Section 4. TERM OF AGREEMENT is amended to extend the terms from July 1, 2010 to June 30, 2011.
4. Section 6. PERFORMANCE STANDARDS is amended to add the following Paragraphs:
6.4 Licenses and Certifications. Each Physician providing services under this Agreement shall be duly qualified
and licensed to practice medicine in the State of California, and experienced and qualified in the medical
practice of such Physician's practice specialty Specialty"). Each Physician shall, from and after the
Effective Date, be and remain board certified in the Specialty by the applicable medical specialty board
approved by the American Board of Medical Specialties or American Osteopathic Association either, the
Certifying Board"); provided, however, that if a Physician is not certified in the Specialty by the Certifying
Board as of the Effective Date, such Physician shall have a reasonable amount of time to obtain such
certification, provided that such Physician diligently pursues such certification in accordance with the rules of
the Certifying Board, and is certified in the Specialty by the Certifying Board.
6.5 Notification of Certain Events. Contractor shall notify Hospital in writing within twenty-four 24) hours after
becoming aware of the occurrence of any of the following events:
a. A Physician becomes the subject of, or materially involved in, any investigation, proceeding, or
disciplinary action by, any Federal Health Care Program, any state's medical board, any agency
responsible for professional licensing, standards or behavior, or any hospital medical staff;
b. A Physician's medical staff membership or any clinical privileges at any health care facility
including Hospital) are denied, suspended, terminated, restricted, revoked or relinquished for any
reason, whether voluntarily or involuntarily, temporarily or permanently, regardless of the
availability of civil or administrative hearing rights or judicial review with respect thereto;
c. A Physician becomes the subject of any action or proceeding arising out of such Physician's
professional services;
d. A Physician is charged with a felony, a misdemeanor involving fraud, dishonesty, controlled
substances, or moral turpitude, or any crime related to such Physician's practice of medicine;
e. A Physician violates, or causes any other person or entity to violate, the Hospital Code of Conduct,
and/or Hospital's corporate integrity program;
f. A Physician is excluded from or restricted in any manner from participation in a Federal Healthcare
Program;
Staff Care Amendment No. 1 Page 1
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AGREEMENT NO. A-11790 - STAFF��9.
Any other event occurs with respect to a Physician that materially interrupts or affects all or a
portion of such Physician's ability to perform his/her obligations under this Agreement;
h. A Physician's license to practice medicine in the State or any other jurisdiction, or a Physician's
Drug Enforcement Agency registration, is suspended, restricted, terminated, revoked or
relinquished for any reason, whether voluntarily or involuntarily, temporarily or permanently,
regardless of the availability of civil or administrative hearing rights or judicial review with respect
thereto; or
A Physician's insurance policy required under this Agreement is terminated, not renewed,
cancelled or reduced in coverage.
6.6 Billing for Professional Services. To the extent permitted by law, Contractor acknowledges and agrees
that Hospital shall be solely responsible for billing Federal Health Care Programs, Managed Care
Organizations, and other third party payors and patients for Professional Services performed by each
Physician under this Agreement, and collecting such fees and charges. Contractor, shall not attempt to
bill and collect from any patient, payor or any other person for any of a Physician's Professional
Services, other than as described in this Agreement.
Contractor shall assist NMC in securing any necessary physician provider enrollments and related
paperwork, including Medicare and Medicaid supplier numbers, NPIs, and any reassignment forms
necessary to permit payment to NMC e.g., CMS Form 855s). Copies of pertinent documents will be
provided to NMC immediately upon request.
5. Section 9. INDEMNIFICATION is replaced in its entirety with the following:
CONTRACTOR shall indemnify, defend and hold harmless, NMC and the County of Monterey hereinafter
County"), its officers, agents and employees from any and all claims, liability, losses, including damages to
property and injuries to or death of persons, court costs, and reasonable attorneys' fees) to the extent caused by
the negligent acts and omissions of the Contractor and excluding such claims, liabilities, or losses arising out of
the negligence or willful misconduct of NMC. Contractor's performance" includes Contractor's action or inaction
and the action or inaction of Contractor's officers and employees. It is understood and agreed to by the parties
that the foregoing duty to indemnify is expressly limited to duties outlined in this Agreement and does not
contemplate a duty on the part of CONTRACTOR to indemnify County, its officers, agents and employees from
and against any liability, claim, damages, actions, causes of action or suit which may be brought or levied
against the County as a result of or in connection with any act or omission of each Locum Tenens physician
arising out of the physician's performance of services.
6. Section 11. RECORDS AND CONFIDENTIALITY is amended as follows:
a. Paragraph 11.1. CONFIDENTIALITY shall be replaced in its entirety with the following:
11.1 Confidentiality. In the performance of work, duties, and obligations under this Agreement,
CONTRACTOR is at all times acting and performing as an independent CONTRACTOR and not as
an employee of NMC. No offer or obligation of permanent employment with NMC or particular County
department or agency is intended in any manner, and CONTRACTOR shall not become entitled by
virtue of this Agreement to receive from NMC any form of employee benefits including but not limited
to sick leave, vacation, retirement benefits, workers' compensation coverage, insurance or disability
benefits. CONTRACTOR shall be solely liable for an obligated to pay directly all applicable taxes,
including federal and state income taxes and social security, arising out of Contractor's performance
of this Agreement. In connection therewith, CONTRACTOR shall defend, indemnify, and hold NMC
and the County of Monterey harmless from any and all liability, which NMC may incur because of
Contractor's failure to pay such taxes. Pursuant to California Business and Professions Code section
2418 and California Unemployment Insurance Code section 656, Contractor's Locum Tenens
Staff Care Amendment No. 1 Page 2
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AGREEMENT NO. A-11790 - STAFF��physicians are independent contractors of Contractor and the County and are not employees of either
Contractor or the County. Physicians shall not become entitled by virtue of this Agreement to receive
from the County or CONTRACTOR any form of employee benefits including but not limited to sick
leave, vacation, retirement benefits, workers' compensation coverage, insurance or disability benefits.
NMC agrees to use appropriate security measures to protect CONTRACTOR employee, client and/or
locum tenens physicians' personal information from unauthorized access, destruction, use,
modification or disclosure in accordance with applicable law.
b. Paragraph 11.6 shall be added as follows:
11.6 Confidentiality of Protected Health Information. To the extent determined to be a Business Associate
under HIPAA requirements and only if CONTRACTOR receives Protected Health Information from
NMC, shall this Section 11.6 apply: Contractor shall comply with the applicable provisions of the
Administrative Simplification section of the Health Insurance Portability and Accountability Act of
1996, as codified at 42 U.S.C. 1320 through d-8 HIPAA"), and the requirements of any regulations
promulgated thereunder, including, without limitation, the federal privacy regulations as contained in
45 C.F.R. Part 164, and the federal security standards as contained in 45 C.F.R. Part 142
collectively, the Regulations"). Contractor shall not use or further disclose any protected health
information, as defined in 45 C.F.R. 164.504, or individually identifiable health information, as
defined in 42 U.S.C. 1320d collectively, the Protected Health Information"), of Hospital patients,
other than as permitted by this Agreement, Hospital policies and procedures, and the requirements of
HIPAA or the Regulations. Contractor shall implement appropriate safeguards to prevent the use or
disclosure of Protected Health Information other than as contemplated by this Agreement. Contractor
shall promptly report to Hospital any use or disclosures, of which Contractor becomes aware, of
Protected Health Information in violation of HIPAA or the Regulations. In the event that Contractor
contracts with any agents to whom Contractor provides Protected Health Information, Contractor shall
include provisions in such agreements pursuant to which Contractor and such agents agree to the
same restrictions and conditions that apply to Contractor with respect to Protected Health Information.
Contractor shall make Contractor internal practices, books and records relating to the use and
disclosure of Protected Health Information available to the Secretary to the extent required for
determining compliance with HIPAA and the Regulations. No attorney-client, accountant-client or
other legal or equitable privilege shall be deemed to have been waived by Contractor or Hospital by
virtue of this Section. The provisions set forth herein shall survive expiration or other termination of
this Agreement, regardless of the cause of such termination.
7. Section 17. PHYSICIAN CERTIFICATION shall be added as follows:
17. PHYSICIAN CERTIFICATION. Contractor shall ensure that prior to NMC's provision to Contractor of written
confirmation of a Physician's assignment, each Physician providing Services under this Agreement shall execute
a copy of the PHYSICIAN CERTIFICATION attached hereto as Exhibit C. Prior to the start date of such
Physician's assignment, Contractor shall deliver to NMC the original of the PHYSICIAN CERTIFICATION
executed by the Physician.
8. All other terms and conditions of the Agreement shall remain in full force and effect.
Staff Care Amendment No. 1 Page 3
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AGREEMENT NO. A-11790 - STAFF��IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the day and year executed by
both parties
Printed Name
ignature of Secretary, Asst. Secr ry, CFO,
easurer or Asst. Treasurer
Printed Name
NATIVIDAD MEDICAL CENTER
Signature of Purchasing Manager
Approved as to Legal Form:
Charles J. McKeg, County Cour}sel
By
Stacy Saetta, Deputy
Attorneys for County and NMC
Staff Care Amendment No. 1
10
Date
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Date
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AGREEMENT NO. A-11790 - STAFF��EXHIBIT A-1
STAFF CARE, INC.
FEE SCHEDULE-ALL INCLUSIVE RATES
7/1/2010 to 6/30/2011
Specialty Daily Rate Premium Weeknight Weekend On- 24 hr call Reassignment
8hr day unless Hourly) On-Call Call 24 hr only 24 hr Fee
otherwise Paid after 8 Premium paid period) period)
specified hrs/day for all hours Premium paid for includes 4 hrs
worked all hours worked of patient
contact.
Premium paid
for all hours
worked past 4
Anesthesia General) 2000 300 300 1,630 NA 20,000
Anesthesia Transplant) 2075 325 325 1,650 NA 20,000
Anesthesia Heads & Hearts) 2200 325 325 1,800 NA 20,000
Cardiology Non-invasive) 1700 270 270 1700 NA 20,000
Cardiology Interventional) 2175 350 350 2175 NA 20,000
Cardiology Invasive) 1950 310 310 1950 NA 20,000
Dermatology 1750 325 250 1,750 NA 20,000
Endocrinolo 1450 230 230 1450 NA 20,000
Emergency Medicine Hourly) 250 use hourly 250 2000 NA 20,000
rate
Family Practice Outpatient) 980 150 150 980 NA 20,000
Family Practice Full Scope) 1025 170 170 1025 NA 20,000
Family Practice With OB) 1150 210 210 1150 NA 20,000
Gastroenterology 2150 320 320 2150 NA 20,000
General Surgery 1350 345 300 1,350 1,800 20,000
Hematology/Oncology 1775 260 260 1775 NA 20,000
Infectious Disease 1450 230 230 1450 NA 20,000
Internal Medicine Outpatient) 1000 160 160 1000 NA 20,000
Hospitalist Hourly) 175 use hourly 200 NA NA 20,000
rate
Neonatology 2600 270 270 2600 NA 20,000
Ne hrolo 1650 260 260 1650 NA 20,000
Neurology 1600 260 260 1600 NA 20,000
Neurosurgery 2800 400 400 2,800 3,600 20,000
OB/GYN Day shift OP 1510 NA NA NA NA 20,000
Clinic/Hospital Coverage)*
OB/GYN Restricted Night Call 1690 NA NA NA NA 20,000
Shift 6 8a
Occupational Medicine Hourly) 155 NA NA NA NA 20,000
Oncology Medical) 1775 260 260 1775 NA 20,000
Oncology Radiation) 1700 260 260 1575 1700 20,000
Orthopedic Surgery 1650 300 350 1,650 2,300 20,000
Otorhinola n olo ENT) 1600 300 350 1,600 2,000 20,000
Pathology 1500 240 240 1500 NA 20,000
Pediatrics Outpatient) 970 145 145 970 NA 20,000
Pediatric Hospitalist Hourly 128/hr use hourly 160 NA NA 20,000
rate
Maternal Fetal Medicine 1600 400 450 2,600 3,750 20,000
Physical Medicine/Rehabilitation 1850 280 280 1850 NA 20,000
Psychiatry General) 1240 190 180 500 NA 20,000
Psychiatry Child/Adolescent) 1265 190 180 500 NA 20,000
Pulmonology 2300 325 270 2300 NA 20,000
Radiology General) 2550 400 400 1500 2550 20,000
Radiology Interventional) 2750 450 450 1800 2750 20,000
Rheumatology 1775 260 260 1775 NA 20,000
Trauma Surgery 1660 300 300 1,500 2,200 20,000
Urgent Care Hourly) 145 NA NA NA NA 20,000
Urolo 1550 300 300 1,550 2,300 20,000
Vascular Surer 1660 300 300 1,600 2,500 20,000
*OBGYN shift rates include an unlimited number of patient contact hours. Day shift is based on a 9hr day.
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2010-11.-U012
AGREEMENT NO. A-11790 - STAFF��Definitions
Daily Rate-Charged daily and defined as an 8 hour work day. Premium rate is charged for all hours of patient contact in excess of 8.
Premium Rate-Hourly overtime rate.
Weeknight On-Call-Charged nightly to have PROVIDER on call. Premium rate is charged for all hours of patient contact on call
Weekend On-Call-Charged by 24 hour period to have PHYSICIAN on call. Premium rate is charged for all hours of patient contact on
call
24 Hour Call-Used for call only assignments. Charged per 24 hour period. Rate includes 4 hours of patient contact. Premium rate is
charged for all hours worked in excess of 4 each 24 hour period.
Reassignment Fee-NMC agrees to pay CONTRACTOR reassignment fee as indicated on the above fee schedule of the reassignment
of each PHYSICIAN presented to NMC or any organization affiliated with NMC if such PHYSICIAN becomes a permanent employee of
NMC or an affiliate of NMC within 1) years after such PHYSICIAN is presented to NMC or after PHYSICIAN ceases to provide services
to NMC.
Holiday Premium- A rate of one half of the Daily Rate will be charged for New Year's Day, Memorial Day, Independence Day, Labor
Day, Thanksgiving, Christmas, or any holiday that is recognized by the NMC if PHYSICIAN remains in the assignment community,
whether or not services are actually provided on those days. If PHYSICIAN is required to be on call, NMC will pay the full Daily Rate for
PHYSICIAN for each holiday. If PHYSICIAN has any patient contact or is required to report to NMC'S facility on one of these holidays,
NMC will pay the full Daily Rate for PHYSICIAN plus the Holiday Premium which includes up to 4 hours of professional services. NMC
will be charged at the Premium Rate for all hours performed over four hours on any of these holidays.
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2010-11.-U012
AGREEMENT NO. A-11790 - STAFF�� Natividad MEDICALCENTER
COUNTY OF MONTEREY AGREEMENT FOR PROFESSIONAL SERVICES
MORE THAN $100,000)
This Professional Services Agreement hereinafter Agreement") is made by and between Natividad Medical Center
NMC"), a general acute care teaching hospital wholly owned and operated by the County of Monterey, which is a
political subdivision of the State of California and Staff Care, Inc., hereinafter CONTRACTOR").
In consideration of the mutual covenants and conditions set forth in this Agreement, the parties agree as follows:
1. SERVICES TO BE PROVIDED. NMC hereby engages CONTRACTOR to perform, and CONTRACTOR
hereby agrees to perform, the services described in Exhibit A in conformity with the terms of the Agreement. The
services are generally described as follows: Provide Locum Tenens Physician Services.
2. PAYMENTS BY NMC. NMC shall pay the CONTRACTOR in accordance with the payment provisions set
forth in Exhibit A, subject to the limitations set forth in this Agreement. The total amount payable by NMC to
ALL CONTRACTORS providing Locum Tenens Physician Services shall not exceed the sum of $100, 000, for
the term of February 1, 2009 through June 30, 2010, pursuant to the terms of the PSA, with the
authority to open purchase orders and distribute these funds between ALL CONTRACTORS under each
PSA in any manner of allocation determined to be appropriate by NMC and County. NMC and County
do not covenant to allocate a maximum or minimum amount of funds to any particular Contractor.
3. NMC shall pay a total amount not to exceed the approved budget for Locum Physician Services as
determined and approved by the Monterey County Board of Supervisors for all subsequent years and
through the full term of the PSA.
4. TERM OF AGREEMENT. The term of this Agreement is from February 1, 2009_ to June 30, 2010
unless sooner terminated pursuant to the terms of this Agreement. This Agreement is of no force or effect until
signed by both CONTRACTOR and NMC and with NMC signing last and CONTRACTOR may not commence
work before NMC signs this Agreement.
5. ADDITIONAL PROVISIONS/EXHIBITS. The following attached exhibits are incorporated herein by
reference and constitute a part of this Agreement:
Exhibit A Scope of Services/Payment Provisions
Addendum #1
6. PERFORMANCE STANDARDS.
6.1. CONTRACTOR warrants that CONTRACTOR and Contractor's agents, employees, and subcontractors
performing services under this Agreement are specially trained, experienced, skilled, and appropriately
licensed to perform the work and deliver the services required under this Agreement and are not employees
of NMC, or immediate family of an employee of NMC.
6.2. CONTRACTOR, its agents, employees, and subcontractors shall perform all work in a safe and skillful
manner and in compliance with all applicable laws and regulations. All work performed under this
Agreement that is required by law to be performed or supervised by licensed personnel shall be performed in
accordance with such licensing requirements.
6.3. CONTRACTOR shall furnish, at its own expense, all materials, equipment, and personnel necessary to carry
out the terms of this Agreement, except as other wise specified in this Agreement. CONTRACTOR shall not
NMC PSA Locum Tenens, over $100,000 Page 1 of 8 3/30/2009
BIB]
40387-U01
AGREEMENT-U02
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U02
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AS89582-U03
AS89583-U03
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DO93889-U03
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7/28/2010-U04
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PHYSICIANS,-U012
LLC-U012
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KNOWN-U012
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INTERIM-U012
PHYSICIANS,-U012
INC.)-U012
AMENDMENTS-U012
MEDICAL-U012
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FISCAL-U012
YEAR-U012
2010-11.-U012
AGREEMENT NO. A-11790 - STAFF��use NMC premises, property including equipment, instruments, or supplies) or personnel for any purpose
other than in the performance of its obligations under this Agreement.
7. PAYMENT CONDITIONS.
7.1. CONTRACTOR shall submit to the Contract Administrator an invoice on a form acceptable to NMC. If not
otherwise specified, the CONTRACTOR may submit such invoice periodically or at the completion of
services, but in any event, not later than thirty 30) days after completion of services. The invoice shall set
forth the amounts claimed by CONTRACTOR for the previous period, together with an itemized basis for
Administrator or his or her designee shall certify the invoice, either in the requested amount or in such other
amount as NMC approves in conformity with this Agreement, and shall promptly submit such invoice to the
County Auditor-Coritroller for payment. The County Auditor-Controller shall pay the amount certified within
thirty 30) days of receiving the certified invoice.
7.2 Neither CONTRACTOR nor Locum Tenens physicians assigned by CONTRACTOR shall receive
reimbursement for travel, lodging, or meal expenses unless set forth in this Agreement; and then only
in accordance with any applicable County policies.
8. TERMINATION.
8.1. During the term of this Agreement, NMC may terminate the Agreement for any reason by giving written
notice of termination to the CONTRACTOR at least thirty 30) days prior to the effective date of
termination. Such notice shall set forth the effective date of termination. In the event of such termination, the
amount payable under this Agreement shall be reduced in proportion to the services provided prior to the
date of termination.
8.2. NMC may cancel and terminate this Agreement for good cause effective immediately upon written notice to
Contractor. Good cause" includes the failure. of CONTRACTOR to perform the required services at the
time and in the manner provided under this Agreement. If NMC terminates this Agreement for good cause,
NMC may be relieved of the payment of any consideration to Contractor, and NMC may proceed with the
work in any manner, which NMC deems proper. The cost to NMC shall be deducted from any sum due the
CONTRACTOR under this Agreement.
9. INDEMNIFICATION: CONTRACTOR shall indemnify, defend and hold harmless, NMC and the County of
Monterey hereinafter County"), its officers, agents and employees from any and all claims, liability, losses,
including damages to property and injuries to or death of persons, court costs, and reasonable attorneys' fees)
arising out of or connected with the negligent acts and omissions the Contractor's performance under this
Agreement, unless such claims, liabilities, or losses arise out of the sole negligence. or willful misconduct of
NMC. Contractor's performance" includes Contractor's action or inaction and the action or inaction of
Contractor's officers and employees. It is understood and agreed to by the parties that the foregoing duty to
indemnify is expressly limited to duties outlined in this Agreement and does clot contemplate a duty on the
part of CONTRACTOR to indemnify County, its officers, agents and employees from and against any
liability, claim, damages, actions, causes of action or suit which may be brought or levied against the
County as a result of or in connection with any act or omission of each Locum Tenens physician arising out
of the physician's performance of this Agreement.
10. INSURANCE.
10.1. Evidence of Coverage:
Prior to commencement of this Agreement, the CONTRACTOR shall provide a Certificate of Insurance"
certifying that coverage as required herein has been obtained. Individual endorsements executed by the
insurance carrier shall accompany the certificate. In addition, the CONTRACTOR upon request shall provide
certificate of insurances of the policy or policies.
NMC PSA Locum Tenens, over $100,000 Page 2 of 8 3/23 09
BIB]
40387-U01
AGREEMENT-U02
NO.-U02
A-11790-U02
U02
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INC.-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89583-U03
AI93263-U03
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7/28/2010-U04
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960-NMC-U08
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7/13/2010-U011
PHYSICIANS,-U012
LLC-U012
FORMERLY-U012
KNOWN-U012
AS-U012
INTERIM-U012
PHYSICIANS,-U012
INC.)-U012
AMENDMENTS-U012
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2010-11.-U012
AGREEMENT NO. A-11790 - STAFF�� This verification of coverage shall be sent to NMC's Contracts/Purchasing Department, unless otherwise
directed. The CONTRACTOR shall not receive a Notice to Proceed" with the work under this Agreement
until it has obtained all insurance required and NMC has approved such insurance. This approval of insurance
shall neither relieve nor decrease the liability of the Contractor.
10.2. qualifying Insurers: All coverage's except surety, shall be issued by companies which hold a current
policy holder's alphabetic and financial size category rating of not less that A-VII, according to the. current
Best's Key Rating Guide or a company of equal financial stability that is approved by NMC's
Contracts/Purchasing Director.
10.3. Insurance Coverage Requirements: Without limiting Contractor's duty to indemnify,
CONTRACTOR shall maintain in effect throughout the term of this Agreement a policy or policies of
insurance with the following minimum limits of liability:
Commercial general liability insurance, including but not limited to premises and operations, including
coverage for Bodily Injury and Property Damage, Personal Injury; Contractual Liability, Broad form Property
Damage, Products and Completed Operations, with a combined single limit for Bodily Injury and Property
Damage of not less than $1,000,000 per occurrence, none of which extend to Independent Locum Tenens
Providers supplied pursuant to this Agreement.
Exemption/Modification Justification attached; subject to approval).
Business automobile liability insurance, covering all motor vehicles, including owned, leased, non-owned,
and hired vehicles, used in providing services under this Agreement, with a combined single limit for Bodily
Injury and Property Damage of not less than $1,000,000 per occurrence, none of.which extend to Independent
Locum Tenens Providers supplied pursuant to this Agreement. Each locum tenens placed by CONTRACTOR at
NMC must provide NMC, prior to placement, with proof of adequate automobile liability Insurance.
Exemption/Modification Justification attached; subject to approval).
Workers' Compensation Insurance, If CONTRACTOR employs other in the performance of this Agreement,
in accordance with California Labor Code section 3700 and with Employer's Liability limits not less than
$1,000,000 each person, $1,000,000 each accident and $1,000,000 each disease, none of which extend to
Independent Locum Tenens Providers supplied pursuant to this Agreement.
Exemption/Modification Justification attached; subject to approval).
Professional liability insurance, if required for the professional services being provided, e.g., those persons
authorized by a license to engage in a business or profession regulated by the California Business and
Professions Code), in the amount of not less than $1,000,000 per claim and $2,000,000 in the aggregate, to
cover liability for malpractice or errors or omissions made in the course of rendering professional services. If
professional liability insurance is written on a claims-made" basis rather than an occurrence basis, the
CONTRACTOR shall assure continuous coverage for all work performed by Physician pursuant to
this Agreement as long as CONTRACTOR files annually and more frequently upon request,
certificates of insurance with the County's Contract Administrator and County's Purchasing Division,
showing that the CONTRACTOR has in effect the insurance required by this section.
Exemption/Modification Justification attached; subject to approval).
10.4. Other Insurance Requirements:
All insurance required by this Agreement shall be with a company acceptable to NMC and issued and
executed by an admitted insurer authorized to transact insurance business in the State of California. Unless
NMC PSA Locum Tenens, over $100,000 Page 3 of 8 3/23/2009
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40387-U01
AGREEMENT-U02
NO.-U02
A-11790-U02
U02
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AS89582-U03
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7/28/2010-U04
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960-NMC-U08
RUIZ-IGNACIO-U09
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7/13/2010-U011
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LLC-U012
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AGREEMENT NO. A-11790 - STAFF��
otherwise specified by this Agreement, all such insurance shall be written on an occurrence basis, or, if the
policy is not written on an occurrence basis, such policy with the coverage required herein shall
continue in effect for a period of three years following the date CONTRACTOR completes its
performance of services under this Agreement.
Each liability policy shall provide that NMC shall be given notice in writing at least thirty days in advance of
any endorsed reduction in coverage or limit, cancellation, or intended non-renewal thereof.
Commercial general liability and automobile liability policies shall provide an endorsement naming the
County ofMonterey, its officers, agents, and employees as Additional insureds with respect to liability a
rrsm
out of the Contractor's work, including on oing and completed operations, and shall further provide, that
such insurance is primary insurance to any insurance or self-insurance maintained by the County and that the
insurance of the Additional Insureds shall not be called upon to contribute to a loss covered by the
Contractor's insurance. The required endorsement from for Commercial General Liability Additional Insured
is ISO Form CG 20 10 11-85 or CG 20 10 10 01 in tandem with CG 20 3710 01 2000. The required
endorsement from for Automobile Additional Insured Endorsement is ISO Form CA 20 48 02 99.
Prior to the execution of this Agreement by NMC, CONTRACTOR shall file certificates of insurance with
NMC's Contracts/Purchasing Department, showing that the CONTRACTOR has in effect the insurance
required by this Agreement. The CONTRACTOR shall file a new or amended certificate of insurance within
five 5) calendar days after any change is made in any insurance policy, which would alter the information on
the certificate then on file. Acceptance or approval of insurance shall in no way modify or change the
indemnification clause in this Agreement, which shall continue in full force and effect.
CONTRACTOR shall at all times during the term of this Agreement maintain in force the insurance coverage
required under this Agreement and shall send, without demand by NMC, annual certificates to NMC's
Contracts/Purchasing Department. If the certificate is not received by the expiration date, NMC shall notify
CONTRACTOR and CONTRACTOR shall have five calendar days to send in the certificate, evidencing no
lapse in coverage during the interim. Failure by CONTRACTOR to maintain such insurance is a default of
this Agreemett, which entitles NMC, at its sole discretion, to terminate the Agreement immediately.
11. RECORDS AND CONFIDENTIALITY.
11.1. Confidentiality. a) CONTRACTOR and its officers, employees, agents and subcontractors shall comply
with any and all federal, state, and local laws, which provide for the confidentiality of records and other
information. CONTRACTOR shall not disclose any confidential records or other confidential information
received from NMC or prepared in connection with the performance of this Agreement, unless NMC
specifically permits CONTRACTOR to disclose such records or information. CONTRACTOR shall
promptly transmit to NMC any and all requests for disclosure of any such confidential records or
information. CONTRACTOR shall not use any confidential information gained by CONTRACTOR in the
performance of this Agreement except for the sole purpose of carrying out Contractor's obligations under
this Agreement. b) NMC and its officers, employees, agents, and subcontractors shall comply with any
and all federal, state, and local laws which provide for the confidentiality of records and other
information. NMC shall not disclose any confidential records or other confidential information
received from CONTRACTOR or prepared in connection with the performance of this Agreement to
the extent allowed by law,.unless CONTRACTOR specifically permits NMC to disclose such records
or information. NMC shall promptly transmit to CONTRACTOR any and all requests for disclosure
of any such confidential records or information. NMC shall not use any confidential information
gained by NMC in the performance of this Agreement except for the sole purpose of carrying out
NMC's obligations under this Agreement.
11.2. NMC Records. When this Agreement expires or terminates, CONTRACTOR shall return to NMC and
NMC records which CONTRACTOR used or received from NMC to perform services under this Agreement.
NMC PSA Locum Tenens, over $100,000 Page 4 of 8 3/23/2009
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40387-U01
AGREEMENT-U02
NO.-U02
A-11790-U02
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INC.-U02
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MG89556-U03
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7/28/2010-U04
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AGREEMENT NO. A-11790 - STAFF��
11.3. Maintenance of Records. CONTRACTOR shall prepare, maintain, and preserve all reports and records that
may be required by federal state, and County rules and regulations related to services performed under this
Agreement. CONTRACTOR shall maintain such records for a period of at least three years after receipt of
final payment under this Agreement. If any litigation, claim, negotiation, audit exception, or other action
relating to this Agreement is pending at the end of the three year period, then CONTRACTOR shall retain
said records until such action is resolved.
11.4. Access to and Audit of Records. NMC shall have the right to examine, monitor and audit all records,
documents, conditions, and activities of the CONTRACTOR and its subcontractors related to services
provided under this Agreement. Pursuant to Government Code section 8546.7, if this Agreement involves
the expenditure of public funds in excess or $10,000, the parties to this Agreement may be subject, at the
request of NMC or as part of any audit of NMC, to the examination and audit of the State Auditor
pertaining to matters connected with the performance of this Agreement for a period of three years after
final payment under the Agreement.
11.5. Royalties and Inventions. NMC shall have a royalty-free, exclusive and irrevocable license to
reproduce, publish, and use, and authorize other to-do so, all original computer programs, writings,
sound recordings, pictorial reproductions, drawings, and other works of similar nature produced in the
course of or under this Agreement. CONTRACTOR shall not publish any such material without the
prior written approval of NMC.
12. NON-DISCRIMINATION. During the performance of this Agreement, Contractor, and its subcontractors, shall
not unlawfully discriminate against any person because of race, religious creed, color, sex, national origin,
ancestry, physical disability, mental disability, medical condition, marital status, age over 40), or sexual
orientation, either in Contractor's employment practices or in the furnishing of services to recipients.
CONTRACTOR shall ensure that the evaluation and treatment of its employees and applicants for employment
and all persons receiving and requesting services are free of such discrimination. CONTRACTOR and any
subcontractor shall, in the performance of this Agreement, full comply with all federal, sate, and local laws and
regulations which prohibit discrimination. The provision of services primarily or exclusively to such target
population as may be designated in this Agreement shall not be deemed to be prohibited discrimination.
13. COMPLIANCE WITH TERMS OF STATE OR FEDERAL GRANT. If this Agreement has been or will be
funded with monies received by NMC pursuant to a contract with the state or federal government in which NMC
is the grantee, CONTRACTOR will comply with all the provisions of said contract, and said provisions shall be
deemed a part of this Agreement, as though fully set forth herein. Upon request, NMC will deliver a copy of said
contract to Contractor, at no cost to Contractor.
14. INDEPENDENT CONTRACTOR. In the performance of work, duties, and obligations under this Agreement,
CONTRACTOR is at all times acting and performing as an independent CONTRACTOR and not as an employee
of NMC. No offer or obligation of permanent employment with NMC or particular County department or agency
is intended in any manner, and CONTRACTOR shall not become entitled by virtue of this Agreement to receive
from NMC any form of employee benefits including but not limited to sick leave, vacation, retirement benefits,
workers' compensation coverage, insurance or disability benefits. CONTRACTOR shall be solely liable for an
obligated to pay directly all applicable taxes, including federal and state income taxes and social security, arising
out of Contractor's performance of this Agreement. In connection therewith, CONTRACTOR shall defend,
indemnify, and hold NMC and the County of Monterey harmless from any and all liability, which NMC may
incur because of Contractor's failure to pay such taxes. Pursuant to California Business and Professions Code
section 2418 and California Unemployment Insurance Code section 656, Contractor's Locum Tenens
physicians are independent contractors of Contractor and' the County and are not employees of either
Contractor or the County. Physicians shall not become entitled by virtue of this Agreement to receive from.
the County or CONTRACTOR any form of employee benefits including but not limited to sick leave,
vacation, retirement benefits, workers' compensation coverage, insurance or disability benefits.
NMC PSA Locum Tenens, over $100,000 Page 5 of 8 3/23/2009
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AGREEMENT NO. A-11790 - STAFF��
15. NOTICES. Notices required under this Agreement shall be delivered personally or by first-class, postage per-
paid mail to NMC and Contractor's contract administrators at the addresses listed below.
FOR NATIVIDAD MEDICAL CENTER:
Contracts/Purchasing Manager
Name and Title
1441 Constitution Blvd. Salinas, CA. 93906
831.755.4111
Address
Phone
16. MISCELLANEOUS PROVISIONS.
FOR CONTRACTOR:
Amv r r,-h IP
V#A Ibiln
d Title
1 tsma.n~r; Inmc~TX75~&3
Address
1 7c xgs1i
Phone
16.1. Conflict of Interest. CONTRACTOR represents that it presently has no interest and agrees not to acquire
any interest during the term of this. Agreement, which would directly, or indirectly conflict in any manner
or to any degree with the full and complete performance of the professional services required to be rendered
under this Agreement.
16.2. Amendment. This Agreement may be amended or modified only by an instrument in writing signed by
NMC and the Contractor.
16.3. Waiver. Any waiver of any terms and conditions of this Agreement must be in writing and signed by NMC
and the Contractor. A waiver of any of the terms and conditions of this Agreement shall not be construed as
a waiver of any other terms or conditions in this Agreement.
16.4. Contractor. The term Contractor" as used in this Agreement includes Contractor's officers and employees
acting on Contractor's behalf in the performance of this Agreement.
16.5. Disputes. CONTRACTOR shall continue to perform under this Agreement during any dispute.
16.6. Assignment and Subcontracting. The CONTRACTOR shall not assign, sell, or otherwise transfer its interest
or obligations in this Agreement without the prior written consent of NMC. None of the services covered by
this Agreement shall be subcontracted without the prior written approval of NMC. Notwithstanding any
such subcontract, CONTRACTOR shall continue to be liable for the performance of all requirements of this
Agreement.
16.7. Successors and Assigns. This Agreement and the rights, privileges, duties, and obligations of NMC and
CONTRACTOR under this Agreement, to the extent assignable or delegable, shall be binding upon and
inure to the benefit of the parties and their respective successors, permitted assigns, and heirs.
16.8. Compliance with Applicable Law. The parties shall comply with all applicable federal, state, and local laws
and regulations in performing this Agreement.
NMC PSA Locum Tenens, over $100,000 Page 6 of 8 3/23/2009
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AGREEMENT NO. A-11790 - STAFF��
16.9. Headings. The headings are for convenience only and shall not be used to interpret the terms of this
Agreement.
16.10. Time is of the Essence. Time is of the essence in each and all of the provisions of this Agreement
16.11. Governing Law. This Agreement shall be governed by and interpreted under the laws of the State of
California.
16.12. Non-exclusive Agreement. This Agreement is non-exclusive and both NMC and CONTRACTOR
expressly reserve the right to contract with other entities for the same or similar services,
16.13. Construction of Agreement. NMC and CONTRACTOR agree that each party has fully participated in the
review and revision of this Agreement and that any rule of construction to the effect that ambiguities are
to be resolved against the drafting party shall not apply in the interpretation of this Agreement or any
amendment to this Agreement.
16.14. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same Agreement,
16.15. Inte ation. This Agreement, including the exhibits, represents the entire Agreement between NMC and
the CONTRACTOR with respect to the subject matter of this Agreement and shall supersede all prior
negotiations. Representations, or agreements, either written or oral, between NMC and CONTRACTOR
as of the effective date of this Agreement, which is the date that NMC signs the Agreement.
16.16. Interpretation of Conflicting Provisions. In the event of any conflict or inconsistency between the
provisions of this Agreement and the Provisions of any exhibit or other attachment to this Agreement, the
provisions of this Agreement shall prevail and control.
This space is left blank, intentionally
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AGREEMENT NO. A-11790 - STAFF��NATIVIDAD MEDICAL CENTER
By:
Date:
NMC Contracts/Purchasing Agent
By:
Department Head if applicable)
Date: 313at-,Z~
Date:
Stacy Saetta kputy County Counsel
CONTRACTOR
&a~p Car-~ z r~G
Contractor's Business Name***
Signature of Chair, President, or Vice-President
Name and Title
Date: 3 2-3 1
By:
By:
Auditor/Qontroolle
Date: Vt~
Signature of Seer
CFO, Treasurer or Ass( Treasurer)
Name and Titl
Date:
***INSTRUCTIONS: If CONTRACTOR is a
corporation, including limited liability and non-
profit corporations, the full legal name of the
corporation shall be set forth above together with
the signatures of two specified officers. If
CONTRACTOR is a partnership, the name of the
partnership shall be set forth above together with the
signature of a partner who has authority to execute
this Agreement on behalf of the partnership. If
CONTRACTOR is contracting in and individual
capacity, the individual shall set forth the name of
the business, if any and shall personally sign the
Agreement.
NMC PSA Locum Tenons, over $100,000 Page 8 of 8 /23 3/2009
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AGREEMENT NO. A-11790 - STAFF��EXHIBIT A
FEE SCHEDULE-
Specialty Daily
Rate
8hr day
unless
otherwise
specified Premium
Hourly)
Paid after B
hrs/day Weeknight
On-Call
Premium paid
for all hours
worked Weekend On-
Call 24 hr
period)
Premium paid for
all hours worked 24 hr call
only 24 hr
period)
Includes 4 hrs
of patient
contact.
Premium paid
for all hours
worked past 4 Reassignment
Fee
Anesthesia General) 1,630 300 300 1,630 NA 35,000
Anesthesia Transplant) 1,650 325 325 1,650 NA 40,000
Anesthesia Heads & Hearts) 1,800 325 325 1,800 NA 40,000
CRNA 1,000 225 225 1,000 NA 30,000
Cardiology Medical) 1500 270 270 1500 NA 40,000
Cardiology Interventional) 2400 350 350 1975 NA 40,000
Cardiology Invasive) 1750 310 310 1750 NA 40,000
Dermatology 1,750 325 250 1,750 NA 35,000
Endocrinolo 1250 230 230 1250 NA 35,000
Family Practice Outpatient) 780 150 150 780 NA 35,000
Family Practice inpatient) 825 170 170 825 NA 35,000
Family Practice With OB) 1150 210 210 1150 NA 35,000
Gastroenterology 1950 320 320 1950 NA 40,000
General Surgery 1,350 345 300 1,350 1,800 35,000
Hematology/Oncology 1575 260 260 1575 NA 40,000
Hospitalist Hourly) 150 200 200 1600 NA 40,000--
Infectious Disease 1250 230 230 1250 NA 40,000
Internal Medicine Outpatient) 800 160 160 800 NA 40,000
Internal Medicine Inpatient) 850 180 180 850 NA 35,000
Neonatology 2100 270 270 2400 NA 40,000
Ne hrolo 1450 260 260 1450 NA 40,000
Neurology 1400 260 260 1400 NA 40,000
Neurosurgery 2,800 400 400 2,800 3,600 35,000
Nurse Practitioner/Physicians Asst. 680 140 140 680 NA 25,000
OB/GYN 1,400 350 350 1,400 1,850 35,000
Occupational Medicine Hourly) 920 190 190 920 NA 35,000
Oncology Medical) 1575 260 260 1575 NA 40,000
Oncology Radiation) 1575 260 260 1575 NA 40,000
Orthopedic Surgery 1,650 300 350 1,650 2,300 40,000
Otorhinola n olo EN 1,600 300 350 1,600 2,000 37,000
Pathology 1300 240 240 1300 NA 35,00()
Pediatrics Outpatient) 750 145 145 750 NA 35,000
Pediatrics Inpatient) 825 160 160 825 NA 35,000
Maternal Fetal Medicine 2,600 400 450 2,600 3,750 40,000
Physical Medicine/Rehabilitation 1650 280 280 1650 NA 40,000
Psychiatry General) 1180 190 180 500 NA 30,000
Psychiatry Child/Adolescent) 1280 190 180 500 NA 30.000
Pulmonology 1800 270 270 1800 NA 40,000
Radiology General) 2200 400 400 1500 2200 35,000
Radiology Interventional) 2500 450 450 1800 2500 35,000
Rheumatology 1575 260 260 1575 NA 40,000
Trauma Sure 1,550 300 300 1,500 2,200 35,000
Urgent Care Hourly) 920 NA NA NA NA 35,000
Urolo 1,550 300 300 1,550 2,300 35,000
Vascular Sure 1,600 30 300 1,600 2,500 35,000
1 4/4 n/nc 01
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AGREEMENT NO. A-11790 - STAFF��Definitions
Daily Rate-Charged daily and defined as an 8 hour work day. Premium rate is charged for all hours of patient contact in excess of 8.
Premium Rate-Hourly overtime rate.
Weeknight On-Call-Charged nightly to have PROVIDER on call. Premium rate is charged for all hours of patient contact on call
Weekend On-Call-Charged by 24 hour period to have PROVIDER on call. Premium rate is charged for all hours of patient contact on
call
24 Hour Call-Used for call only assignments. Charged per 24 hour period. Rate includes 4 hours of patient contact. Premium rate is
charged for all hours worked in excess of 4 each 24 hour period.
Reassignment Fee-CLIENT agrees to pay AGENCY a reassignment fee as indicated on the above fee schedule of the reassignment of
each PROVIDER presented to CLIENT or any organization affiliated with CLIENT if such PROVIDER becomes a permanent employee
of CLIENT or an affiliate of CLIENT within 2) years after such PROVIDER is presented to CLIENT or after PROVIDER ceases to provide
services to CLIENT. Refer to clause B.10 in the AGREEMENT FOR LOCUM TENENS COVERAGE the AGREEMENT") regarding the
reassignment fee.
Administrative Services-$19/day The administrative service fee is applicable for each calendar day the provider delivers services
through either patient contact or call availability and includes, but is not limited to, the following services: maintenance of medical
malpractice insurance policy, referencing, verifying licensure, forwarding client's verification forms to third parties and continuous follow-
up to ensure completed forms are returned to client in a timely manner, and coordinating travel itineraries.
Holiday Premium- A rate of one half of the Daily Rate will be charged for New Year's Day, Memorial Day, Independence Day, Labor
Day, Thanksgiving, Christmas, or any holiday that is recognized by the CLIENT if PROVIDER remains in the assignment community,
whether or not services are actually provided on those days. If PROVIDER is required to be on call, CLIENT will pay the full Daily Rate
for PROVIDER for each holiday. If PROVIDER has any patient contact or Is required to report to CLIENT'S facility on one of these
holidays, CLIENT will pay the full Daily Rate for PROVIDER plus the Holiday Premium which includes up to 4 hours of professional
services, CLIENT will be charged at the Premium Rate for all hours performed over four hours on any of these holidays.
I I iI M nn
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AGREEMENT NO. A-11790 - STAFF��EXHIBIT B
INSURANCE JUSTIFICATION
Vendor/Contractor Name: Staff Care
Commercial General Liability Insurance Endorsement
Business Justification:
Based on the Scope of Services provided herein, the endorsement to the Commercial General Liability
Insurance is not applicable. The hospital does not foresee any potential liability risks associated with this
justification.
Automobile Liability Insurance Endorsement
Business Justification:
The vendor has provided proof Automobile Liability Insurance at the County required limits. Based on the
Scope of Services NMC Administration requests that the Additional Insured Endorsement be waived for this
vendor.
Workers' Compensation Insurance Requirements
Business Justification:
The vendor has no California employees at this time. However, in the event the vendor hires an employee(s),
vendor agrees to obtain Workers' Compensation Insurance coverage pursuant to this Agreement.
Harry Weis
Chief Financial Officer
Date: L Date:
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AGREEMENT NO. A-11790 - STAFF��EXHIBIT C
CERTIFICATION OF PHYSICIAN FOR COUNTY OF MONTEREY
ON BEHALF OF NATIVIDAD MEDICAL CENTER
Each Physician signing acknowledges that he or she has read, understands, and agrees to be bound by
the terms below. Furthermore, he or she certifies that they are in compliance with, and will continue to
be in compliance with throughout the duration of their assignment, all representations, warranties,
duties and obligations of Physician as set forth in the terms below:
PERFORMANCE STANDARDS.
Licenses and Certifications.
Each Physician providing services shall be duly qualified and licensed to practice medicine in the State of
California, and experienced and qualified in the medical practice of such Physician's practice specialty
Specialty"). Each Physician shall, from and after the Effective Date, be and remain board certified in
the Specialty by the applicable medical specialty board approved by the American Board of Medical
Specialties or American Osteopathic Association either, the Certifying Board"); provided, however,
that if a Physician is not certified in the Specialty by the Certifying Board as of the Effective Date, such
Physician shall have a reasonable amount of time to obtain such certification, provided that such
Physician diligently pursues such certification in accordance with the rules of the Certifying Board, and is
certified in the Specialty by the Certifying Board.
Hospital Rules, Regulations and By-Laws.
Each Physician shall provide the Services in strict accordance with all applicable Hospital rules,
regulations, policies and procedures, and with any applicable Medical Staff Bylaws, Rules and
Regulations, and rules of the Hospital department that supervises the Specialty the Department").
Each Physician shall be and remain a member of the Medical Staff of Hospital with medical privileges in
good standing, including holding all Medical Staff credentials and privileges necessary to provide
professional physician services in the Specialty.
Compliance Program.
Each Physician shall attend educational or informational meetings as part of NMC's Compliance Program
from time to time, as requested by NMC. All business relationships between Physician and NMC are to
be at arm's length and must comply with applicable law and regulation(s) and NMC's policies and
procedures, including NMC's Compliance Program and Code of Conduct, as they may be amended from
time to time.
Representations and Warranties by Physicians.
Each Physician represents and warrants that: i) Physician's license to practice medicine in any state has
never been suspended, revoked or restricted; ii) Physician has never been reprimanded, sanctioned or
disciplined by any licensing board or medical specialty board; iii) Physician has never been excluded or
Certification of Physician Staff Care) Rev. 06.2010 Page 1
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AGREEMENT NO. A-11790 - STAFF��suspended from participation in, or sanctioned by, any Federal Health Care Program; iv) Physician has
never been denied membership and/or reappointment to the medical staff of any hospital or health
care facility; v) Physician's medical staff membership or clinical privileges at any hospital or health care
facility have never been suspended, limited or revoked for a medical disciplinary cause or reason; and
vi) Physician has never been charged with or convicted of a felony, a misdemeanor involving fraud,
dishonesty, controlled substances, or moral turpitude, or any crime relevant to the provision of medical
services or the practice of medicine.
Specific Compliance Requirements.
In providing the Professional Services set forth in this Agreement, each Physician shall, without
limitation: i) comply with all applicable federal and state laws, rules and regulations of each
governmental authority having jurisdiction over the Department and the outpatient clinic owned and
operated by NMC the Clinic") including, without limitation, Titles 22 and 24 of the California Code of
Regulations; ii) comply with the NMC and Hospital Medical Staff Bylaws, rules, regulations and policies,
and Hospital's quality assurance and utilization review functions; iii) comply with the NMC Code of
Conduct; iv) actively participate in meeting the standards established from time to time for the
Department and Hospital's Family Practice Residency Program; v) as requested by Hospital's Service
Chief or Chief Medical Officer, serve and actively participate in the various committees of Hospital's
Medical Staff, as set forth in the Medical Staff Bylaws, rules and regulations; vi) at all times comply with
all applicable Federal Healthcare Program rules and regulations; vii) is not currently suspended or
barred from participation in any Federal Healthcare Program and is not the subject of a Federal Program
compliance audit or investigation; and viii) actively assist Hospital in assuring that Hospital meets the
standards and requirements of the Joint Commission, Hospital licensure requirements and/or third party
payor certification requirements applicable to Hospital.
Notification of Certain Events.
Each Physician shall notify Hospital in writing within twenty-four 24) hours after becoming aware of the
occurrence of any of the following events:
A Physician becomes the subject of, or materially involved in, any investigation, proceeding, or
disciplinary action by, any Federal Health Care Program, any state's medical board, any agency
responsible for professional licensing, standards or behavior, or any hospital medical staff;
A Physician's medical staff membership or any clinical privileges at any health care facility including
Hospital) are denied, suspended, terminated, restricted, revoked or relinquished for any reason,
whether voluntarily or involuntarily, temporarily or permanently, regardless of the availability of civil or
administrative hearing rights or judicial review with respect thereto;
A Physician becomes the subject of any action or proceeding arising out of such Physician's professional
services;
Certification of Physician Staff Care) Rev. 06.2010 Page 2
BIB]
40387-U01
AGREEMENT-U02
NO.-U02
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U02
STAFF-U02
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INC.-U02
LI21329-U03
FO21330-U03
FO85769-U03
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AS89582-U03
AS89583-U03
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DO93889-U03
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AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15312-U05
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MANAGER-U07
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NMC)-U07
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960-NMC-U08
RUIZ-IGNACIO-U09
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RUIZ-IGNACIOM-U10
7/13/2010-U011
PHYSICIANS,-U012
LLC-U012
FORMERLY-U012
KNOWN-U012
AS-U012
INTERIM-U012
PHYSICIANS,-U012
INC.)-U012
AMENDMENTS-U012
MEDICAL-U012
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AGREEMENT NO. A-11790 - STAFF��A Physician is charged with a felony, a misdemeanor involving fraud, dishonesty, controlled substances,
or moral turpitude, or any crime related to such Physician's practice of medicine;
A Physician violates, or causes any other person or entity to violate, the Hospital Code of Conduct,
and/or Hospital's corporate integrity program;
A Physician is excluded from or restricted in any manner from participation in a Federal Healthcare
Program;
Any other event occurs with respect to a Physician that materially interrupts or affects all or a portion of
such Physician's ability to perform his/her obligations under this Agreement;
A Physician's license to practice medicine in the State or any other jurisdiction, or a Physician's Drug
Enforcement Agency registration, is suspended, restricted, terminated, revoked or relinquished for any
reason, whether voluntarily or involuntarily, temporarily or permanently, regardless of the availability of
civil or administrative hearing rights or judicial review with respect thereto; or
A Physician's insurance policy required under this Agreement is terminated, not renewed, cancelled or
reduced in coverage.
Continuing Education.
Each Physician shall, from and after the Effective Date, participate in continuing education as necessary
to maintain licensure, professional competence and skills commensurate with the standards of the
medical community for the Specialty.
Billing for Professional Services.
To the extent permitted by law, each Physician acknowledges and agrees that Hospital shall be solely
responsible for billing Federal Health Care Programs, Managed Care Organizations, and other third party
payors and patients for Professional Services performed by each Physician under this Agreement, and
collecting such fees and charges. Neither Physician nor any other person shall attempt to bill and collect
from any patient, payor or any other person for any of a Physician's Professional Services, other than as
described in this Agreement.
Each Physician shall assist NMC in securing any necessary physician provider enrollments and related
paperwork, including Medicare and Medicaid supplier numbers, NPIs, and any reassignment forms
necessary to permit payment to NMC e.g., CMS Form 855s). Copies of pertinent documents will be
provided to NMC immediately upon request.
Each Physician and NMC agree that charges, coding and reimbursement procedures will follow
established Medicare guidelines in effect upon the date the service is provided.
Certification of Physician Staff Care) Rev. 06.2010 Page 3
BIB]
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AGREEMENT-U02
NO.-U02
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960-NMC-U08
RUIZ-IGNACIO-U09
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7/13/2010-U011
PHYSICIANS,-U012
LLC-U012
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KNOWN-U012
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INTERIM-U012
PHYSICIANS,-U012
INC.)-U012
AMENDMENTS-U012
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2010-11.-U012
AGREEMENT NO. A-11790 - STAFF��PAYMENT CONDITIONS
Time Reporting.
Each Physician agree to: i) prepare and submit accurate and complete time records documenting
separately the time spent by each Physician rendering Professional Services and/or Provider Services, on
forms acceptable to Hospital; ii) at such times as requested by Hospital, execute and update a written
allocation agreement, on a form furnished by Hospital, specifying the respective amounts of time to be
spent in furnishing Professional Services, Provider Services, and any services which do not fall into either
category, and/or executing and updating such other agreement(s) as may be required by the Federal
Health Care Programs from time to time; and iii) retain such allocation agreement and all amendments
thereto, and all time records and other agreements required by this Section, for not less than four 4)
years after the end of Hospital's fiscal year to which such documents relate. The Hospital and each
Physician acknowledge and agree that the sole purpose of recording hours of activity and of determining
compensation based thereon is the imposition of rules and regulations pursuant to the Federal Health
Care Programs, and does not constitute an employer/employee relationship.
RECORDS AND CONFIDENTIALITY
Confidentiality.
Physician, shall comply with the applicable provisions of the Administrative Simplification section of the
Health Insurance Portability and Accountability Act of 1996, as codified at 42 U.S.C. 1320 through d-8
HIPAA"), and the requirements of any regulations promulgated thereunder, including, without
limitation, the federal privacy regulations as contained in 45 C.F.R. Part 164, and the federal security
standards as contained in 45 C.F.R. Part 142 collectively, the Regulations"). Each Physician shall not
use or further disclose any protected health information, as defined in 45 C.F.R. 164.504, or
individually identifiable health information, as defined in 42 U.S.C. 1320d collectively, the Protected
Health Information"), of Hospital patients, other than as permitted by this Agreement, Hospital policies
and procedures, and the requirements of HIPAA or the Regulations. Each Physician shall implement
appropriate safeguards to prevent the use or disclosure of Protected Health Information other than as
contemplated by this Agreement. Each Physician shall promptly report to Hospital any use or
disclosures, of which Physician becomes aware, of Protected Health Information in violation of HIPAA or
the Regulations. In the event that Physician contracts with any agents to whom Physician provides
Protected Health Information, such Physician shall include provisions in such agreements pursuant to
which the Physician and such agents agree to the same restrictions and conditions that apply to
Physician with respect to Protected Health Information. Each Physician shall make each Physician's
internal practices, books and records relating to the use and disclosure of Protected Health Information
available to the Secretary to the extent required for determining compliance with HIPAA and the
Regulations. No attorney-client, accountant-client or other legal or equitable privilege shall be deemed
to have been waived by each Physician or Hospital by virtue of this Section. The provisions set forth
herein shall survive expiration or other termination of this Agreement, regardless of the cause of such
termination.
Certification ofPhysician Staff Care) Rev. 06.2010 Page 4
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AGREEMENT NO. A-11790 - STAFF��Medical Records.
Each Physician shall prepare and maintain, or cause to be prepared and maintained, complete medical
records, in accordance with Hospital requirements for documentation, timeliness and completeness, for
each patient who is treated by a Physician at Hospital, including but not limited to within the
Department or the Clinic. Said medical records shall, at all times, be the property of Hospital, but each
Physician shall have reasonable access to such medical records and shall have the right to make copies
thereof, at such Physician's sole cost and expense, upon reasonable notice to Hospital to do so.
Sign Name:
Print Name:
Specialty:
Date:
Certification of Physician Staff Care) Rev. 06.2010 Page 5
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AGREEMENT NO. A-11788 - INTER��Aft Natividad MEDICAL CENTER
COUNTY OF MONTEREY AGREEMENT FOR PROFESSIONAL SERVICES
MORE THAN $100,000)
This Professional Services Agreement hereinafter Agreement") is made by and between Natividad
Medical Center NMC"), a general acute care teaching hospital wholly owned and operated by the County
of Monterey, which is a political subdivision of the State of California and Interim Physicians, LLC,
hereinafter CONTRACTOR").
In consideration of the mutual covenants and conditions set forth in this Agreement, the parties agree as
follows:
1. SERVICES TO BE PROVIDED. NMC hereby engages CONTRACTOR to perform, and
CONTRACTOR hereby agrees to perform, the services described in Exhibit A in conformity with the
terms of the Agreement. The services are generally described as follows: Provide Locum Tenens
Physician Services.
2. PAYMENTS BY NMC. NMC shall pay the CONTRACTOR in accordance with the payment
provisions set forth in Exhibit A, subject to the limitations set forth in this Agreement. The total amount
payable by NMC to CONTRACTOR under this Agreement shall not exceed the sum of $200,000.
3. TERM OF AGREEMENT. The term of this Agreement is from July 1, 2010 to June 30, 2011, unless
sooner terminated pursuant to the terms of this Agreement. This Agreement is of no force or effect until
signed by both CONTRACTOR and NMC and with NMC signing last and CONTRACTOR may not
commence work before NMC signs this Agreement.
4. ADDITIONAL PROVISIONS/EXHIBITS. The following attached exhibits are incorporated herein
by reference and constitute a part of this Agreement:
Exhibit A: Scope of Services/Payment Provisions
Exhibit B: Insurance Justification
Exhibit C: Certification of Physicians
5. PERFORMANCE STANDARDS.
5.1. CONTRACTOR warrants that CONTRACTOR and Contractor's agents, employees, and
subcontractors performing services under this Agreement are specially trained, experienced,
competent, and appropriately licensed to perform the work and deliver the services required under
this Agreement and are not employees of NMC, or immediate family of an employee of NMC.
5.2. CONTRACTOR, its agents, employees, and subcontractors shall perform all work in a safe and
skillful manner and in compliance with all applicable laws and regulations. All work performed
under this Agreement that is required by law to be performed or supervised by licensed personnel
shall be performed in accordance with such licensing requirements.
5.3. CONTRACTOR shall furnish, at its own expense, all materials, equipment, and personnel
necessary to carry out the terms of this Agreement, except as other wise specified in this
Agreement. CONTRACTOR shall not use NMC premises, property including equipment,
Revised NMC PSA Form over $100,000 Interim Physicians) Page 1 of 9 6/17/2010
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AGREEMENT NO. A-11788 - INTER��instruments, or supplies) or personnel for any purpose other than in the performance of its
obligations under this Agreement.
6. PAYMENT CONDITIONS.
6.1. CONTRACTOR shall submit to the Contract Administrator an invoice on a form acceptable to
NMC. If not otherwise specified, the CONTRACTOR may submit such invoice periodically or at
the completion of services, but in any event, not later than thirty 30) days after completion of
services. The invoice shall set forth the amounts claimed by CONTRACTOR for the previous
period, together with an itemized basis for Administrator or his or her designee shall certify the
invoice, either in the requested amount or in such other amount as NMC approves in conformity
with this Agreement, and shall promptly submit such invoice to the County Auditor-Controller for
payment. The County Auditor-Controller shall pay the amount certified within thirty 30) days of
receiving the certified invoice.
6.2. CONTRACTOR shall not receive reimbursement for travel expenses unless set forth in this
Agreement; and then only in accordance with any applicable County policies.
7. TERMINATION.
7.1. During the term of this Agreement, NMC may terminate the Agreement for any reason by giving
written notice of termination to the CONTRACTOR at least thirty 30) days prior to the effective
date of termination. Such notice shall set forth the effective date of termination. In the event of such
termination, the amount payable under this Agreement shall be reduced in proportion to the services
provided prior to the date of termination.
7.2. NMC may cancel and terminate this Agreement for good cause effective immediately upon written
notice to Contractor. Good cause" includes the failure of CONTRACTOR to perform the required
services at the time and in the manner provided under this Agreement. If NMC terminates this
Agreement for good cause, NMC may be relieved of the payment of any consideration to
Contractor, and NMC may proceed with the work in any manner, which NMC deems proper. The
cost to NMC shall be deducted from any sum due the CONTRACTOR under this Agreement.
8. INDEMNIFICATION: CONTRACTOR shall indemnify, defend and hold harmless, NMC and the
County of Monterey hereinafter County"), it officers, agents and employees from any and all claims,
liability, losses, whatsoever including damages to property and injuries to or death of persons, court
costs, and reasonable attorneys' fees) occurring or resulting to any and all persons, firms or corporations
furnishing or supplying work, services, materials, or supplies in connection with the performance of this
Agreement, and from any and all claims, liabilities, and losses occurring or resulting to any person, firm,
or corporation for damage, injury, or death arising out of or connected with the Contractor's
performance of this Agreement, unless such claims, liabilities, or looses arise out of the sole negligence
or willful misconduct of NMC. Contractor's performance" includes Contractor's action or inaction and
the action or inaction of Contractor's officers, employees, agents and subcontractors.
8.1. NMC and the County of Monterey hereinafter County") shall indemnify, defend and hold
harmless, CONTRACTOR, it officers, agents and employees from any and all claims, liability,
losses, whatsoever including damages to property and injuries to or death of persons, court costs,
and reasonable attorneys' fees) occurring or resulting to any and all persons, firms or corporations
furnishing or supplying work, services, materials, or supplies in connection with the performance of
Revised NMC PSA Form over $100,000 Interim Physicians) Page 2 of 9 6/17/2010
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AGREEMENT NO. A-11788 - INTER��this Agreement, and from any and all claims, liabilities, and losses occurring or resulting to any
person, firm, or corporation for damage, injury, or death arising out of or connected with the
NMC's performance of this Agreement, unless such claims, liabilities, or looses arise out of the sole
negligence or willful misconduct of Contractor. NMC's performance" includes NMC's action or
inaction and the action or inaction of NMC's officers, employees, agents and subcontractors.
9. INSURANCE.
9.1. Evidence of Coverage:
Prior to commencement of this Agreement, the CONTRACTOR shall provide a Certificate of
Insurance" certifying that coverage as required herein has been obtained. Individual endorsements
executed by the insurance carrier shall accompany the certificate. In addition, the CONTRACTOR
upon request shall provide a certified copy of the policy or policies.
This verification of coverage shall be sent to NMC's Contracts/Purchasing Department, unless
otherwise directed. The CONTRACTOR shall not receive a Notice to Proceed" with the work
under this Agreement until it has obtained all insurance required and NMC has approved such
insurance. This approval of insurance shall neither relieve nor decrease the liability of the
Contractor.
9.2. Qualifying Insurers: All coverage's except surety, shall be issued by companies which hold a
current policy holder's alphabetic and financial size category rating of not less that A-VII,
according to the current Best's Key Rating Guide or a company of equal financial stability that is
approved by NMC's Contracts/Purchasing Director.
9.3. Insurance Coverage Requirements: Without limiting Contractor's duty to indemnify,
CONTRACTOR shall maintain in effect throughout the term of this Agreement a policy or policies
of insurance with the following minimum limits of liability:
Commercial general liability insurance, including but not limited to premises and operations,
including coverage for Bodily Injury and Property Damage, Personal Injury, Contractual Liability,
Broad form Property Damage, Independent Contractors, Products and Completed Operations, with a
combined single limit for Bodily Injury and Property Damage of not less than $1,000,000 per
occurrence.
Exemption/Modification Justification attached; subject to approval).
Business automobile liability insurance, covering all motor vehicles, including owned, leased, non-
owned, and hired vehicles, used in providing services under this Agreement, with a combined single
limit for Bodily Injury and Property Damage of not less than $1,000,000 per occurrence.
Exemption/Modification Justification attached; subject to approval).
Workers' Compensation Insurance, If CONTRACTOR employs other in the performance of this
Agreement, in accordance with California Labor Code section 3700 and with Employer's Liability
limits not less than $1,000,000 each person, $1,000,000 each accident and $1,000,000 each disease.
Exemption/Modification Justification attached; subject to approval).
Revised NMC PSA Fonn over S 100,000 Interim Physicians) Page 3 of 9 6/17/2010
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AGREEMENT NO. A-11788 - INTER��Professional liability insurance, if required for the professional services being provided, e.g., those
persons authorized by a license to engage in a business or profession regulated by the California
Business and Professions Code), in the amount of not less than $1,000,000 per claim and $2,000,000
in the aggregate, to cover liability for malpractice or errors or omissions made in the course of
rendering professional services. If professional liability insurance is written on a claims-made"
basis rather than an occurrence basis, the CONTRACTOR shall, upon the expiration or earlier
termination of this Agreement, obtain extended reporting coverage tail coverage") with the same
liability limits. Any such tail coverage shall continue for at least three years following the expiration
or earlier termination of this Agreement.
Exemption/Modification Justification attached; subject to approval).
9.4. Other Insurance Requirements:
All insurance required by this Agreement shall be with a company acceptable to NMC and issued
and executed by an admitted insurer authorized to transact insurance business in the State of
California. Unless otherwise specified by this Agreement, all such insurance shall be written on an
occurrence basis, or, if the policy is not written on an occurrence basis, such policy with the
coverage required herein shall continue in effect for a period of three years following the date
CONTRACTOR completes its performance of services under this Agreement.
Each liability policy shall provide that NMC shall be given notice in writing at least thirty days in
advance of any endorsed reduction in coverage or limit, cancellation, or intended non-renewal
thereof. Each policy shall provide coverage for CONTRACTOR and additional insured with respect
to claims arising from each subcontractor, if any, performing work under this Agreement, or be
accompanied by a certificate of insurance from each subcontractor showing each subcontractor has
identical insurance coverage to the above requirements.
Commercial general liability and automobile liability policies shall provide an endorsement naming
the County ofMonterey, its officers, agents, and employees as Additional insureds with respect to
liability arising, out of the Contractor's work, including ongoing and completed operations, and
shall further provide that such insurance is primary insurance to any insurance or self-insurance
maintained by the County and that the insurance of the Additional Insureds shall not be called upon
to contribute to a loss covered by the Contractor's insurance. The required endorsement from for
Commercial General Liability Additional Insured is ISO Form CG 20 10 11-85 or CG 20 10 10 01
in tandem with CG 20 3710 01 2000). The required endorsement from for Automobile Additional
Insured Endorsement is ISO Form CA 20 48 02 99.
Prior to the execution of this Agreement by NMC, CONTRACTOR shall file certificates of
insurance with NMC's Contracts/Purchasing Department, showing that the CONTRACTOR has in
effect the insurance required by this Agreement. The CONTRACTOR shall file a new or amended
certificate of insurance within five 5) calendar days after any change is made in any insurance
policy, which would alter the information on the certificate then on file. Acceptance or approval of
insurance shall in no way modify or change the indemnification clause in this Agreement, which
shall continue in full force and effect.
Revised NMC PSA Fonn over $100,000 Interim Physicians) Page 4 of 9 6/17/2010
BIB]
40387-U01
AGREEMENT-U02
NO.-U02
A-11788-U02
U02
INTERIM-U02
PHYSICIANS,-U02
LLC-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89583-U03
AI93263-U03
DO93890-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15312-U05
3-U06
AUTHORIZE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AN-U07
AGREEMENT-U07
INTERIM-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
7/13/2010-U011
PHYSICIANS,-U012
LLC-U012
FORMERLY-U012
KNOWN-U012
AS-U012
INTERIM-U012
PHYSICIANS,-U012
INC.)-U012
AMENDMENTS-U012
MEDICAL-U012
DOCTOR-U012
ASSOCIATES-U012
STAFF-U012
CARE,-U012
INC.-U012
TO-U012
PROVIDE-U012
LOCUM-U012
TENENS-U012
PHYSICIAN-U012
SERVICES-U012
FISCAL-U012
YEAR-U012
2010-11.-U012
AGREEMENT NO. A-11788 - INTER��CONTRACTOR shall at all times during the term of this Agreement maintain in force the insurance
coverage required under this Agreement and shall send, without demand by NMC, annual
certificates to NMC's Contracts/Purchasing Department. If the certificate is not received by the
expiration date, NMC shall notify CONTRACTOR and CONTRACTOR shall have five calendar
days to send in the certificate, evidencing no lapse in coverage during the interim. Failure by
CONTRACTOR to maintain such insurance is a default of this Agreement, which entitles NMC, at
its sole discretion, to terminate the Agreement immediately.
10. RECORDS AND CONFIDENTIALITY.
10.1. Confidentiality, CONTRACTOR and its officers, employees, agents and subcontractors shall
comply with any and all federal, state, and local laws, which provide for the confidentiality of
records and other information. CONTRACTOR shall not disclose any confidential records or other
confidential information received from NMC or prepared in connection with the performance of this
Agreement, unless NMC specifically permits CONTRACTOR to disclose such records or
information. CONTRACTOR shall promptly transmit to NMC any and all requests for disclosure of
any such confidential records or information. CONTRACTOR shall not use any confidential
information gained by CONTRACTOR in the performance of this Agreement except for the sole
purpose of carrying out Contractor's obligations under this Agreement.
10.2. NMC Records. When this Agreement expires or terminates, CONTRACTOR shall return to NMC
and NMC records which CONTRACTOR used or received from NMC to perform services under
this Agreement.
10.3. Maintenance of Records. CONTRACTOR shall prepare, maintain, and preserve all reports and
records that may be required by federal state, and County rules and regulations related to services
performed under this Agreement. CONTRACTOR shall maintain such records for a period of at
least three years after receipt of final payment under this Agreement. If any litigation, claim,
negotiation, audit exception, or other action relating to this Agreement is pending at the end of the
three year period, then CONTRACTOR shall retain said records until such action is resolved.
10.4. Access to and Audit of Records. NMC shall have the right to examine, monitor and audit all
records, documents, conditions, and activities of the CONTRACTOR and its subcontractors
related to services provided under this Agreement. Pursuant to Government Code section 8546.7,
if this Agreement involves the expenditure of public funds in excess or $10,000, the parties to this
Agreement may be subject, at the request of NMC or as part of any audit of NMC, to the
examination and audit of the State Auditor pertaining to matters connected with the performance
of this Agreement for a period of three years after final payment under the Agreement.
10.5. Royalties and Inventions. NMC shall have a royalty-free, exclusive and irrevocable license to
reproduce, publish, and use, and authorize other to do so, all original computer programs, writings,
sound recordings, pictorial reproductions, drawings, and other works of similar nature produced in
the course of or under this Agreement. CONTRACTOR shall not publish any such material
without the prior written approval of NMC.
11. NON-DISCRIMINATION. During the performance of this Agreement, Contractor, and its
subcontractors, shall not unlawfully discriminate against any person because of race, religious creed,
color, sex, national origin, ancestry, physical disability, mental disability, medical condition, marital
status, age over 40), or sexual orientation, either in Contractor's employment practices or in the
Revised NMC PSA Form over $100,000 Interim Physicians) Page 5 of 9 6/17/2010
BIB]
40387-U01
AGREEMENT-U02
NO.-U02
A-11788-U02
U02
INTERIM-U02
PHYSICIANS,-U02
LLC-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89583-U03
AI93263-U03
DO93890-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15312-U05
3-U06
AUTHORIZE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AN-U07
AGREEMENT-U07
INTERIM-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
7/13/2010-U011
PHYSICIANS,-U012
LLC-U012
FORMERLY-U012
KNOWN-U012
AS-U012
INTERIM-U012
PHYSICIANS,-U012
INC.)-U012
AMENDMENTS-U012
MEDICAL-U012
DOCTOR-U012
ASSOCIATES-U012
STAFF-U012
CARE,-U012
INC.-U012
TO-U012
PROVIDE-U012
LOCUM-U012
TENENS-U012
PHYSICIAN-U012
SERVICES-U012
FISCAL-U012
YEAR-U012
2010-11.-U012
AGREEMENT NO. A-11788 - INTER��furnishing of services to recipients. CONTRACTOR shall ensure that the evaluation and treatment of its
employees and applicants for employment and all persons receiving and requesting services are free of
such discrimination. CONTRACTOR and any subcontractor shall, in the performance of this
Agreement, full comply with all federal, sate, and local laws and regulations which prohibit
discrimination. The provision of services primarily or exclusively to such target population as may be
designated in this Agreement shall not be deemed to be prohibited discrimination.
12. COMPLIANCE WITH TERMS OF STATE OR FEDERAL GRANT. If this Agreement has been or
will be funded with monies received by NMC pursuant to a contract with the state or federal government
in which NMC is the grantee, CONTRACTOR will comply with all the provisions of said contract, and
said provisions shall be deemed a part of this Agreement, as though fully set forth herein. Upon request,
NMC will deliver a copy of said contract to Contractor, at no cost to Contractor.
13. INDEPENDENT CONTRACTOR. In the performance of work, duties, and obligations under this
Agreement, CONTRACTOR is at all times acting and performing as an independent CONTRACTOR
and not as an employee of NMC. No offer or obligation of permanent employment with NMC or
particular County department or agency is intended in any manner, and CONTRACTOR shall not
become entitled by virtue of this Agreement to receive from NMC any form of employee benefits
including but not limited to sick leave, vacation, retirement benefits, workers' compensation coverage,
insurance or disability benefits. CONTRACTOR shall be solely liable for an obligated to pay directly all
applicable taxes, including federal and state income taxes and social security, arising out of Contractor's
performance of this Agreement. In connection therewith, CONTRACTOR shall defend, indemnify, and
hold NMC and the County of Monterey harmless from any and all liability, which NMC may incur
because of Contractor's failure to pay such taxes.
14. NOTICES. Notices required under this Agreement shall be delivered personally or by first-class,
postage per-paid mail to NMC and Contractor's contract administrators at the addresses listed below.
FOR NATIVIDAD MEDICAL CENTER:
Contracts/Purchasing Manager
Name and Title
1441 Constitution Boulevard
Salinas, CA 93906
FOR CONTRACTOR:
Frank Phillips VP of Sales Operations
Name and Title
12140 Woodcrest Executive Drive
St. Louis, MO 63141
Address
Address
831.755.4111 404.257.4461
Phone Phone
Revised NMC PSA Form over $100,000 Interim Physicians) Page 6 of 9 6/17/2010
BIB]
40387-U01
AGREEMENT-U02
NO.-U02
A-11788-U02
U02
INTERIM-U02
PHYSICIANS,-U02
LLC-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89583-U03
AI93263-U03
DO93890-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15312-U05
3-U06
AUTHORIZE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AN-U07
AGREEMENT-U07
INTERIM-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
7/13/2010-U011
PHYSICIANS,-U012
LLC-U012
FORMERLY-U012
KNOWN-U012
AS-U012
INTERIM-U012
PHYSICIANS,-U012
INC.)-U012
AMENDMENTS-U012
MEDICAL-U012
DOCTOR-U012
ASSOCIATES-U012
STAFF-U012
CARE,-U012
INC.-U012
TO-U012
PROVIDE-U012
LOCUM-U012
TENENS-U012
PHYSICIAN-U012
SERVICES-U012
FISCAL-U012
YEAR-U012
2010-11.-U012
AGREEMENT NO. A-11788 - INTER��15. MISCELLANEOUS PROVISIONS.
15.1. Conflict of Interest. CONTRACTOR represents that it presently has no interest and agrees not to
acquire any interest during the term of this Agreement, which would directly, or indirectly
conflict in any manner or to any degree with the full and complete performance of the professional
services required to be rendered under this Agreement.
15.2. Amendment. This Agreement may be amended or modified only by an instrument in writing
signed by NMC and the Contractor.
15.3. Waiver. Any waiver of any terms and conditions of this Agreement must be in writing and signed
by NMC and the Contractor. A waiver of any of the terms and conditions of this Agreement shall
not be construed as a waiver of any other terms or conditions in this Agreement.
15.4. Contractor. The term Contractor" as used in this Agreement includes Contractor's officers,
agents, and employees acting on Contractor's behalf in the performance of this Agreement.
15.5. Disputes. CONTRACTOR shall continue to perform under this Agreement during any dispute.
15.6. Assignment and Subcontracting. The CONTRACTOR shall not assign, sell, or otherwise transfer
its interest or obligations in this Agreement without the prior written consent of NMC. None of the
services covered by this Agreement shall be subcontracted without the prior written approval of
NMC. Notwithstanding any such subcontract, CONTRACTOR shall continue to be liable for the
performance of all requirements of this Agreement.
15.7. Successors and Assigns. This Agreement and the rights, privileges, duties, and obligations of NMC
and CONTRACTOR under this Agreement, to the extent assignable or delegable, shall be binding
upon and inure to the benefit of the parties and their respective successors, permitted assigns, and
heirs.
15.8. Compliance with Applicable Law. The parties shall comply with all applicable federal, state, and
local laws and regulations in performing this Agreement.
15.9. Headings. The headings are for convenience only and shall not be used to interpret the terms of
this Agreement.
15.10. Time is of the Essence. Time is of the essence in each and all of the provisions of this Agreement
15.11. Governing Law. This Agreement shall be governed by and interpreted under the laws of the State
of California.
15.12. Non-exclusive Agreement. This Agreement is non-exclusive and both NMC and
CONTRACTOR expressly reserve the right to contract with other entities for the same or similar
services.
15.13. Construction of Agreement. NMC and CONTRACTOR agree that each party has fully
participated in the review and revision of this Agreement and that any rule of construction to the
effect that ambiguities are to be resolved against the drafting party shall not apply in the
interpretation of this Agreement or any amendment to this Agreement.
Revised NMC PSA Form over $100,000 Interim Physicians) Page 7 of 9 6/17/2010
BIB]
40387-U01
AGREEMENT-U02
NO.-U02
A-11788-U02
U02
INTERIM-U02
PHYSICIANS,-U02
LLC-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89583-U03
AI93263-U03
DO93890-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15312-U05
3-U06
AUTHORIZE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AN-U07
AGREEMENT-U07
INTERIM-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
7/13/2010-U011
PHYSICIANS,-U012
LLC-U012
FORMERLY-U012
KNOWN-U012
AS-U012
INTERIM-U012
PHYSICIANS,-U012
INC.)-U012
AMENDMENTS-U012
MEDICAL-U012
DOCTOR-U012
ASSOCIATES-U012
STAFF-U012
CARE,-U012
INC.-U012
TO-U012
PROVIDE-U012
LOCUM-U012
TENENS-U012
PHYSICIAN-U012
SERVICES-U012
FISCAL-U012
YEAR-U012
2010-11.-U012
AGREEMENT NO. A-11788 - INTER��15.14. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the same Agreement.
15.15. Inte rag tion. This Agreement, including the exhibits, represents the entire Agreement between
NMC and the CONTRACTOR with respect to the subject matter of this Agreement and shall
supersede all prior negotiations. Representations, or agreements, either written or oral, between
NMC and CONTRACTOR as of the effective date of this Agreement, which is the date that
NMC signs the Agreement.
15.16. Interpretation of Conflicting Provisions. In the event of any conflict or inconsistency between the
provisions of this Agreement and the Provisions of any exhibit or other attachment to this
Agreement, the provisions of this Agreement shall prevail and control.
Revised NMC PSA Fonn over $100,000 Interim Physicians) Page 8 of 9 6/17/2010
BIB]
40387-U01
AGREEMENT-U02
NO.-U02
A-11788-U02
U02
INTERIM-U02
PHYSICIANS,-U02
LLC-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89583-U03
AI93263-U03
DO93890-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15312-U05
3-U06
AUTHORIZE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AN-U07
AGREEMENT-U07
INTERIM-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
7/13/2010-U011
PHYSICIANS,-U012
LLC-U012
FORMERLY-U012
KNOWN-U012
AS-U012
INTERIM-U012
PHYSICIANS,-U012
INC.)-U012
AMENDMENTS-U012
MEDICAL-U012
DOCTOR-U012
ASSOCIATES-U012
STAFF-U012
CARE,-U012
INC.-U012
TO-U012
PROVIDE-U012
LOCUM-U012
TENENS-U012
PHYSICIAN-U012
SERVICES-U012
FISCAL-U012
YEAR-U012
2010-11.-U012
AGREEMENT NO. A-11788 - INTER�� NATIVIDAD MEDICAL CENTER
By:
Date:
NMC Contracts/Purchasing Agent
By:
Harry Weis, NMC CEO
Date: 4 L 2_ tca
By:
Date:
I~D //~ 0
Bv: 1)\ J a!
Date:
acy Saetta, De~uty County Counsel
Gary Gibofiey, Au Ttor/Controller
CONTRACTOR
Contractor's B mess Name***
By:
Date:
By:
Sigp~ re of Chair, President, or
Vice-President
Name and Ti e
C450
ZZ, c(-ftt
Signature of Secretary, Asst. Secretary,
CFO, Treasurer or Asst. Treasurer
M'+ M� Sat/�"(,
Name naTitle
Date: G/2010
***INSTRUCTIONS: If CONTRACTOR is a
corporation, including limited liability and
non-profit corporations, the full legal name
of the corporation shall be set forth above
together with the signatures of two
specified officers. If CONTRACTOR is a
partnership, the name of the partnership
shall be set forth above together with the
signature of a partner who has authority to
execute this Agreement on behalf of the
partnership. If CONTRACTOR is
contracting in and individual capacity, the
individual shall set forth the name of the
business, if any and shall personally sign
the Agreement.
Revised NMC PSA Form over $100,000 Interim Physicians) Page 9 of 9 6/17/2010
BIB]
40387-U01
AGREEMENT-U02
NO.-U02
A-11788-U02
U02
INTERIM-U02
PHYSICIANS,-U02
LLC-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89583-U03
AI93263-U03
DO93890-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15312-U05
3-U06
AUTHORIZE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AN-U07
AGREEMENT-U07
INTERIM-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
7/13/2010-U011
PHYSICIANS,-U012
LLC-U012
FORMERLY-U012
KNOWN-U012
AS-U012
INTERIM-U012
PHYSICIANS,-U012
INC.)-U012
AMENDMENTS-U012
MEDICAL-U012
DOCTOR-U012
ASSOCIATES-U012
STAFF-U012
CARE,-U012
INC.-U012
TO-U012
PROVIDE-U012
LOCUM-U012
TENENS-U012
PHYSICIAN-U012
SERVICES-U012
FISCAL-U012
YEAR-U012
2010-11.-U012
AGREEMENT NO. A-11788 - INTER��
EXHIBIT A
Specialty
Anesthesiology
Cardiologist- Interventional
Cardiologist-Non-Interventional
Critical Care
Dermatology
Emergency Medicine/Hour/y
Family Practice
Family Practice w/ OB
Gastroenterology
General Surgery
Hospitalist
Internal Medicine
Medical/Hematology Oncology
Neurology
Neonatology
Neurosurgery
Occupational Medicine
OBIGYN
Orthopedic Surgery
Otolaryngology
Pathology
Pediatrics
Pediatric Hospitalist
Psychiatry-Adult
Psychiatry-Child/Adolescent
Pulmonology
Interventional Radiology
General Radiology
Urgent Care/Ambulatory Care
Permanent Placement Fee
INTERIM PHYSICIANS ALL-INCLUSIVE RATE SHEET FOR July 2010-June 2011
Rate Per Hour
$262.50
$250.00
$225.00
$150.00
$121.00
N/A
$121.00
$125.00
$287.50
$212.50
$145.00
$121.00
$212.50
175.00
$3148.00 per 12 hr day
$387.50
$125.00
$187.50
$237.50
$145.00
$137.50
$121.00
$145.00
$160.00
$180.00
$135.00
$381.25
$312.50
$125.00
Overtime Per Hour
Beeper Rate,
per weeknight
Weekend On Call, per day
$18,000.00 per placement
$300.00
$375.00
$337.50
225.00
$181.50
N/A
181.50
187.50
$200.00
$200.00
$200.00
$181.50
$200.00
250.00
250.00
$425.00
$187.50
$200.00
$356.25
$200.00
$206.25
$181.50
$200.00
$240.00
$270.00
$200.00
$290.00
$290.00
$187.50
$300.00
$355.00
$350.00
210.00
$125.00
N/A
$125.00
130.00
$200.00
$200.00
$200.00
$125.00
$200.00
200.00
$200.00
$425.00
$200.00
$200.00
$300.00
$200.00
$200.00
$125.00
$200.00
$200.00
$250.00
$200.00
$290.00
$290.00
$200.00
$1050.00
$1000.00
$900.00
600.00
$484.00
N/A
$484.00
500.00
$1150.00
$1400.00
$580.00
$484.00
$1700.00
700.00
$2300.00
$2800.00
$500.00
$1500.00
$950.00
$580.00
$550.00
$484.00
$580.00
$640.00
$700.00
$500.00
$2500.00
$2500.00
$500.00
Submitted 6/14/201
BIB]
40387-U01
AGREEMENT-U02
NO.-U02
A-11788-U02
U02
INTERIM-U02
PHYSICIANS,-U02
LLC-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89583-U03
AI93263-U03
DO93890-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15312-U05
3-U06
AUTHORIZE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AN-U07
AGREEMENT-U07
INTERIM-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
7/13/2010-U011
PHYSICIANS,-U012
LLC-U012
FORMERLY-U012
KNOWN-U012
AS-U012
INTERIM-U012
PHYSICIANS,-U012
INC.)-U012
AMENDMENTS-U012
MEDICAL-U012
DOCTOR-U012
ASSOCIATES-U012
STAFF-U012
CARE,-U012
INC.-U012
TO-U012
PROVIDE-U012
LOCUM-U012
TENENS-U012
PHYSICIAN-U012
SERVICES-U012
FISCAL-U012
YEAR-U012
2010-11.-U012
AGREEMENT NO. A-11788 - INTER��
EXHIBIT B
INSURANCE JUSTIFICATION
CONTRACTOR: Interim Physicians, LLC
Commercial General Liability Insurance Endorsement
Business Justification:
Based on the Scope of Services provided herein, the endorsement to the Commercial General
Liability Insurance is not applicable. The hospital does not foresee any potential liability risks
associated with this justification.
Automobile Liability Insurance Endorsement
Business Justification:
The vendor has provided proof Automobile Liability Insurance at the County required limits.
Based on the Scope of Services, NMC Administration requests that the Additional Insured
Endorsement be waived for this vendor.
Workers' Compensation Insurance Requirements
Business Justification:
The vendor has no California employees at this time. However, in the event the vendor hires an
employee(s), vendor agrees to obtain Workers' Compensation Insurance coverage pursuant to
this Agreement.
r 4- A
Harry Weis
Chief Executive Officer
Date
BIB]
40387-U01
AGREEMENT-U02
NO.-U02
A-11788-U02
U02
INTERIM-U02
PHYSICIANS,-U02
LLC-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89583-U03
AI93263-U03
DO93890-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15312-U05
3-U06
AUTHORIZE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AN-U07
AGREEMENT-U07
INTERIM-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
7/13/2010-U011
PHYSICIANS,-U012
LLC-U012
FORMERLY-U012
KNOWN-U012
AS-U012
INTERIM-U012
PHYSICIANS,-U012
INC.)-U012
AMENDMENTS-U012
MEDICAL-U012
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2010-11.-U012
AGREEMENT NO. A-11788 - INTER��
EXHIBIT C
CERTIFICATION OF PHYSICIANS
The Professional Services Agreement between the County of Monterey on behalf of Natividad
Medical Center and Interim Physicians, LLC the Agreement") is hereby modified to include
the following:
Section 6. PERFORMANCE STANDARDS.
6.3 Licenses and Certifications. Each Physician providing services under this Agreement
shall be duly qualified and licensed to practice medicine in the State of California, and
experienced and qualified in the medical practice of such Physician's practice specialty
Specialty"). Each Physician shall, from and after the Effective Date, be and remain
board certified in the Specialty by the applicable medical specialty board approved by the
American Board of Medical Specialties or American Osteopathic Association either, the
Certifying Board"); provided, however, that if a Physician is not certified in the
Specialty by the Certifying Board as of the Effective Date, such Physician shall have a
reasonable amount of time to obtain such certification, provided that such Physician
diligently pursues such certification in accordance with the rules of the Certifying Board,
and is certified in the Specialty by the Certifying Board.
6.4 Hospital Rules, Regulations and By-Laws. Each Physician shall provide the Services in
strict accordance with all applicable Hospital rules, regulations, policies and procedures,
and with any applicable Medical Staff Bylaws, Rules and Regulations, and rules of the
Hospital department that supervises the Specialty the Department"). Each Physician
shall be and remain a member of the Medical Staff of Hospital with medical privileges in
good standing, including holding all Medical Staff credentials and privileges necessary to
provide professional physician services in the Specialty.
6.5 Compliance Program. Each Physician shall attend educational or informational meetings
as part of NMC's Compliance Program from time to time, as requested by NMC. All
business relationships between Contractor, each Physician and NMC are to be at arm's
length and must comply with applicable law and regulation(s) and NMC's policies and
procedures, including NMC's Compliance Program and Code of Conduct, as they may be
amended from time to time.
6.6 Representations and Warranties by Physicians. Each Physician represents and warrants
that: i) Physician's license to practice medicine in any state has never been suspended,
revoked or restricted; ii) Physician has never been reprimanded, sanctioned or
disciplined by any licensing board or medical specialty board; iii) Physician has never
been excluded or suspended from participation in, or sanctioned by, any Federal Health
Care Program; iv) Physician has never been denied membership and/or reappointment to
the medical staff of any hospital or health care facility; v) Physician's medical staff
membership or clinical privileges at any hospital or health care facility have never been
suspended, limited or revoked for a medical disciplinary cause or reason; and
vi) Physician has never been charged with or convicted of a felony, a misdemeanor
Exhibit C Interim Physicians, LLC) Page 1
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AGREEMENT NO. A-11788 - INTER��
involving fraud, dishonesty, controlled substances, or moral turpitude, or any crime
relevant to the provision of medical services or the practice of medicine.
6.7 Specific Compliance Requirements. In providing the Professional Services set forth in
this Agreement, each Physician shall, without limitation: i) comply with all applicable
federal and state laws, rules and regulations of each governmental authority having
jurisdiction over the Department and the outpatient clinic owned and operated by NMC
the Clinic") including, without limitation, Titles 22 and 24 of the California Code of
Regulations; ii) comply with the NMC and Hospital Medical Staff Bylaws, rules,
regulations and policies, and Hospital's quality assurance and utilization review
functions; iii) comply with the NMC Code of Conduct; iv) actively participate in
meeting the standards established from time to time for the Department and Hospital's
Family Practice Residency Program; v) as requested by Hospital's Service Chief or
Chief Medical Officer, serve and actively participate in the various committees of
Hospital's Medical Staff, as set forth in the Medical Staff Bylaws, rules and regulations;
vi) at all times comply with all applicable Federal Healthcare Program rules and
regulations; vii) is not currently suspended or barred from participation in any Federal
Healthcare Program and is not the subject of a Federal Program compliance audit or
investigation; and viii) actively assist Hospital in assuring that Hospital meets the
standards and requirements of the Joint Commission, Hospital licensure requirements
and/or third party payor certification requirements applicable to Hospital.
6.8 Notification of Certain Events. Each Physician shall notify Hospital in writing within
twenty-four 24) hours after becoming aware of the occurrence of any of the following
events:
A Physician becomes the subject of, or materially involved in, any investigation,
proceeding, or disciplinary action by, any Federal Health Care Program, any state's
medical board, any agency responsible for professional licensing, standards or behavior,
or any hospital medical staff;
A Physician's medical staff membership or any clinical privileges at any health care
facility including Hospital) are denied, suspended, terminated, restricted, revoked or
relinquished for any reason, whether voluntarily or involuntarily, temporarily or
permanently, regardless of the availability of civil or administrative hearing rights or
judicial review with respect thereto;
A Physician becomes the subject of any action or proceeding arising out of such
Physician's professional services;
A Physician is charged with a felony, a misdemeanor involving fraud, dishonesty,
controlled substances, or moral turpitude, or any crime related to such Physician's
practice of medicine;
A Physician violates, or causes any other person or entity to violate, the Hospital Code of
Conduct, and/or Hospital's corporate integrity program;
A Physician is excluded from or restricted in any manner from participation in a Federal
Healthcare Program;
Exhibit C Interim Physicians, LLC) Page 2
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AGREEMENT NO. A-11788 - INTER��Any other event occurs with respect to a Physician that materially interrupts or affects all
or a portion of such Physician's ability to perform his/her obligations under this
Agreement;
A Physician's license to practice medicine in the State or any other jurisdiction, or a
Physician's Drug Enforcement Agency registration, is suspended, restricted, terminated,
revoked or relinquished for any reason, whether voluntarily or involuntarily, temporarily
or permanently, regardless of the availability of civil or administrative hearing rights or
judicial review with respect thereto; or
A Physician's insurance policy required under this Agreement is terminated, not
renewed, cancelled or reduced in coverage.
6.9 Continuing Education. Each Physician shall, from and after the Effective Date,
participate in continuing education as necessary to maintain licensure, professional
competence and skills commensurate with the standards of the medical community for
the Specialty.
6.10 Billing for Professional Services. To the extent permitted by law, Contractor and each
Physician acknowledge and agree that Hospital shall be solely responsible for billing
Federal Health Care Programs, Managed Care Organizations, and other third party payors
and patients for Professional Services performed by each Physician under this
Agreement, and collecting such fees and charges. Neither Contractor, any Physician nor
any other person shall attempt to bill and collect from any patient, payor or any other
person for any of a Physician's Professional Services, other than as described in this
Agreement.
Contractor and each Physician shall assist NMC in securing any necessary physician
provider enrollments and related paperwork, including Medicare and Medicaid supplier
numbers, NPIs, and any reassignment forms necessary to permit payment to NMC e.g.,
CMS Form 855s). Copies of pertinent documents will be provided to NMC immediately
upon request.
Contractor, each Physician and NMC agree that charges, coding and reimbursement
procedures will follow established Medicare guidelines in effect upon the date the service
is provided.
Section 7. PAYMENT CONDITIONS
7.3 Time Reporting. Contractor and each Physician agree to: i) prepare and submit accurate
and complete time records documenting separately the time spent by each Physician
rendering Professional Services and/or Provider Services, on forms acceptable to
Hospital; ii) at such times as requested by Hospital, execute and update a written
allocation agreement, on a form furnished by Hospital, specifying the respective amounts
of time to be spent in furnishing Professional Services, Provider Services, and any
services which do not fall into either category, and/or executing and updating such other
agreement(s) as may be required by the Federal Health Care Programs from time to time;
and iii) retain such allocation agreement and all amendments thereto, and all time
Exhibit C Interim Physicians, LLC) Page 3
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AGREEMENT NO. A-11788 - INTER��records and other agreements required by this Section, for not less than four 4) years
after the end of Hospital's fiscal year to which such documents relate. The parties and
each Physician acknowledge and agree that the sole purpose of recording hours of
activity and of determining compensation based thereon is the imposition of rules and
regulations pursuant to the Federal Health Care Programs, and does not constitute an
employer/employee relationship.
Section 9. RECORDS AND CONFIDENTIALITY
9.1.1 Confidentiality. Contractor, its officers, employees, agents, and subcontractors and each
Physician, shall comply with the applicable provisions of the Administrative
Simplification section of the Health Insurance Portability and Accountability Act of
1996, as codified at 42 U.S.C. 1320 through d-8 HIPAA"), and the requirements of
any regulations promulgated thereunder, including, without limitation, the federal privacy
regulations as contained in 45 C.F.R. Part 164, and the federal security standards as
contained in 45 C.F.R. Part 142 collectively, the Regulations"). Contractor and each
Physician shall not use or further disclose any protected health information, as defined in
45 C.F.R. 164.504, or individually identifiable health information, as defined in 42
U.S.C. 1320d collectively, the Protected Health Information"), of Hospital patients,
other than as permitted by this Agreement, Hospital policies and procedures, and the
requirements of HIPAA or the Regulations. Contractor and each Physician shall
implement appropriate safeguards to prevent the use or disclosure of Protected Health
Information other than as contemplated by this Agreement. Contractor and each
Physician shall promptly report to Hospital any use or disclosures, of which Contractor or
a Physician becomes aware, of Protected Health Information in violation of HIPAA or
the Regulations. In the event that Contractor or a Physician contracts with any agents to
whom Contractor or a Physician provides Protected Health Information, Contractor or
such Physician shall include provisions in such agreements pursuant to which Contractor
or the Physician and such agents agree to the same restrictions and conditions that apply
to Contractor and Physician with respect to Protected Health Information. Contractor and
each Physician shall make Contractor and each Physician's internal practices, books and
records relating to the use and disclosure of Protected Health Information available to the
Secretary to the extent required for determining compliance with HIPAA and the
Regulations. No attorney-client, accountant-client or other legal or equitable privilege
shall be deemed to have been waived by Contractor each Physician] or Hospital by
virtue of this Section. The provisions set forth herein shall survive expiration or other
termination of this Agreement, regardless of the cause of such termination.
9.2.1 Medical Records. Each Physician shall prepare and maintain, or cause to be prepared and
maintained, complete medical records, in accordance with Hospital requirements for
documentation, timeliness and completeness, for each patient who is treated by a
Physician at Hospital, including but not limited to within the Department or the Clinic.
Said medical records shall, at all times, be the property of Hospital, but each Physician
shall have reasonable access to such medical records and shall have the right to make
copies thereof, at such Physician's sole cost and expense, upon reasonable notice to
Hospital to do so.
Exhibit C Interim Physicians, LLCJ Page 4
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AGREEMENT NO. A-11788 - INTER��Section 10. PHYSICIAN CERTIFICATION
Contractor shall assure that each Physician providing Services under this Agreement shall
execute the PHYSICIAN CERTIFICATION attached hereto as Exhibit C, and shall provide an
executed copy of the PHYSICIAN CERTIFICATION to NMC for each Physician prior to such
Physician's provision of Services hereunder.
Exhibit C Interim Physicians, LLC) Page 5
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AGREEMENT NO. A-11788 - INTER��CERTIFICATION OF PHYSICIANS
Each Physician signing below acknowledges that he or she has read and understands the terms of
the attached Agreement, agrees to be bound by the terms of the Agreement applicable to
Physician, and certifies that Physician is in compliance with, and will continue to be in
compliance with throughout the term of the Agreement,, all representations, warranties, duties
and obligations of Physician as set forth in the Agreement, including without limitation the
provisions of Section 6, Section 7 and Section 9 of the Agreement.
Sign Name:
Print Name:
Specialty:
Date:
Exhibit C Interim Physicians, LLC) Page 6
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AGREEMENT NO. A-11789 - MEDIC��Original Agreement No.13PO 9600 0000000715
AMENDMENT NO.2
FOR PROFESSIONAL SERVICE AGREEMENT
BETWEEN Medical Doctor Associates AND
THE NATIVIDAD MEDICAL CENTER
FOR
Locum Tenons Physician Services
The parties to Professional Service Agreement, dated February 1, 2009 between the County of Monterey, on behalf of
Natividad Medical Center NMC"), and Medical Doctor Associates Contractor), hereby agree to renew their Agreement
No. BPO 9600 0000000715 tlte Agreement") on the following amended terms and conditions:
1. Contractor will continue to provide NMC with the same scope of set-vice as stated in the Agreement
2. Exhibit A is replaced with Exhibit A-2. All reference in the Agreement to Exhibit A shall be construed to refer to
Exhibit A-2.
3. Exhibit C is incorporated herein by reference and constitutes a part of the Agreement.
4. This Amendment No. 2 shall become effective on July 1, 2010 and shall continue in full force and extending the
term date until June 30, 2011.
5. The total amount payable by County to Contractor under the Agreement shall not exceed the total sum of
$1,000,000 for the full term of the Agreement and $200,000 for fiscal year 2010-11.
6. All other terms and conditions of the Agreement shall continue in full force and effect.
7. A copy of this Amendment No. 2 shall be attached to the original Agreement.
IN WITNESS WHEREOF, the parties hereto are in agreement with this Amendment No. 2 and Professional Service
Agreement on the basis set forth in this document and have executed this Amendment No. 2 on the day and year set forth
herein.
NTItACTOR
gfiaturp of Chair, Prestaent or Vi president
gym<_~ Gam" / /76PL
Printed Name
n'k c.,( Cyr
Signature of Secretary, Asst. Secret, CFO,
Treasurer or Asst. Treasurer
A ICt-.+/t P(L T'Get-
Printed Name
Date /J
Title
Date
Title
c/r-111.
NATIVIDAD MEDICAL CENTER
Signature oflxrchasing Manager
Date
Q zY Icy
Signature of NMC CEO
Date
Approved as to Legal Form:
Charles j. McKee, County counsel
Stacy Saetta, Deputy County Counsel
Date
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AGREEMENT NO. A-11789 - MEDIC��EXHIBIT A-2 final copy 6/28/10)
Medical Doctor Associates and
Natividad Medical Center all inclusive rates
July 1, 2010 June 30, 2011
Base Rates
Call Pay
Weekday Weekend Holiday
ourly
aily
Hours
Included in
Daily Rate
Overtime
/ Call Back
oliday
Beeper/In
Daily house
Hours
Included in Beeper/
Daily Daily Rate In-house No Charge
for In-
House
Hours Hours
Included
in Daily Beeper/
Daily Rate In-house No Charge
for In-
House
Hours
Permanent
Placement
Cost NMC)
Anesthesiology $235.00 $1,880.00 8 $235.00 $2,820.00 $225.00 Beeper $815.00 24" N/A N/A $1,630.00 24** N/A NA/ $25,000.00
Cardiac Anesthesiology $225.00 $1,800.00 8 $250.00 $1,800.00 $250.00 Beeper $900.00 24" N/A N/A $1,800.00 24" N/A N/A $25,000.00
Cardiology $370.00 $2,950.00 8 $370.00 $3,550.00 $375.00 $1,200.00 $3,250.00 $24.00 Beeper $0.00 $3,550.00 $24.00 NA NA $25,000.00
Cardiology, Interventional $490.00 $3,900.00 8 $490.00 $4,500.00 $490.00 $1,800.00 $4,200.00 $24.00 Beeper $4,500.00 $25,000.00
Cardioligy Invasive $425.00 $3,400.00 8 $425.00 $4,000.00 $425.00 $1,600.00 $3,700.00 $24.00 $25,000.00
Cardiothorasic/Vasular Surgery $364.00 $2,912.00 8 $364.00 $3,468.00 $364.00 BEEPER $2,912.00 24/2PC BEEPER NA NA NA NA NA $25,000.00
Cardiothorasic/Vasular Surgery 24 hour call) NA $2,712.00 24/2PC $364.00 $4,068.00 NA NA NA NA NA NA NA NA NA NA $25,000.00
Critical Care $3,240.00 12 hours $295.00 $3,240.00 12/hours $4,800.00 $12.00 $25,000.00
Certified Registered Nurse Anesthetist $140.00 $1,120.00 8 $185.00 $1,680.00 $185.00 Beeper $1,120.00 24/4PC N/A N/A $1,120.00 24" N/A N/A $25,000.00
Dermatology $1,960.00 8 $275.00 $25,000.00
Emergency Medicine $230.00 N/A $230.00 $330.00 N/A N/A N/A $25,000.00
Family Practice, Ambulatory Care $160.00 $1,280.00 8 $172.00 $240.00 $25,000.00
Family Practice $160.00 $1,280.00 8 $172.00 $240.00 $25,000.00
Family Practice with OB $186.00 $1,488.00 8 $200.00 $279.00 $195.00 beeper $680.00 $24.00 beeper $25,000.00
Gastroenterology $2,250.00 8 $300.00 $375.00 $300.00 beeper $1,000.00 beeper $1,500.00 beeper $25,000.00
General Surgery $159.00 $1,880.00 8 $159.00 $2,820.00 $159.00 BEEPER $1,880.00 24/2PC BEEPER NA NA NA NA NA $25,000.00
General Surgery 24 hour call only rates) NA $1,680.00 24/2PC $159.00 $2,520.00 NA NA NA NA NA NA NA NA NA NA $25,000.00
Hematology/Oncology $1,700.00 8 $195.00 $195.00 $195.00 beeper $800.00 $24.00 beeper $2,500.00 $25,000.00
Hospitalist Primary Care $187.00 $2,600.00 12 $175.00 $2,700.00 $50.00 beeper $400.00 $12.00 beeper NA NA NA NA $25,000.00
Hospitalist 24 hour call only) NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA $25,000.00
Internal Medicine] $160.00 $1,280.00 8 $185.00 $256.00 $160.00 beeper $480.00 $24.00 beeper $25,000.00
Infectious Disease $1,950.00 8 $275.00 $2,925.00 $2,395.00 $8.00 $25,000.00
Medical Oncology $1,700.00 8 $195.00 $2,550.00 $195.00 Beeper $800.00 $24.00 Beeper $2,550.00 $8.00 $25,000.00
Neonatology NA $3,425.00 24 NA $5,138.00 NA NA NA NA NA NA NA NA NA NA $25,000.00
Nephrology $370.00 $2,950.00 8 $370.00 $3,550.00 $370.00 $1,200.00 $3,250.00 $24.00 $25
000.00
Neurological Surgery $450.00 $3,600.00 8 $450.00 $5,400.00 $450.00 BEEPER $3,600.00 24/2PC BEEPER NA NA NA NA NA
$25,000.00
Neurological Surgery 24 hour call only rates) NA $3,300.00 24/2PC $450.00 $4,950.00 NA NA NA NA NA NA NA NA NA NA $25,000.00
Neurology $2,100.00 8 $200.00 $300.00 beeper $900.00 $24.00 beeper $900.00 $25,000.00
Nurse Prationer/Physicians assistant $98.00 NA 8 $118.00 $118.00 NA na NA na na na na na na na $15,000.00
Obstetrics and Gynecology $250.00 $1,880.00 8a-5p $250.00 $275.00 $300.00 na NA $8.00 NA $250.00 NA NA NA $275.00 $25
000.00
Occupational Medicine $175.00 $1,000.00 8 $175.00 $1,500.00 N/A N/A N/A
$25,000.00
Opthamology $225.00 $1,546.00 8 $225.00 $2,319.00 $225.00 Beeper $1,546.00 $24.00 Beeper $225.00 $2,319.00 $24.00 Beeper $225.00 $25
000.00
Orthopedic Surgery $285.00 $2,280.00 8 $285.00 $3,420.00 $285.00 BEEPER $2,280.00 24/2PC BEEPER NA NA NA NA NA
$25
000.00
Orthopedic Surgery 24 hour call only rates) NA $1,980.00 24/2PC $285.00 $2,970.00 NA NA NA NA NA NA NA NA NA NA
$25,000.00
Otolaryngology $250.00 $1,726.00 8 $250.00 $2,589.00 $250.00 Beeper $1,726.00 $24.00 Beeper $250.00 $2,589.00 $24.00 Beeper $250.00 $25
000.00
Pathology $1,155.00 8 $175.00 $1,617.50 $150.00 Beeper $600.00 $24.00 Beeper $175.00 $825.00 $24.00 Beeper $175.00
$25
000.00
Pediatrics $1,340.00 8a-5p $200.00 $2,010.00 $200.00 Beeper NA NA NA NA NA NA NA NA
$25
000.00
Pediatric Hospitalist' $1,800.00 8a-5p $200.00 $2,700.00 $200.00 Beeper NA NA NA NA NA NA NA NA
$25
000.00
Pediatric Critical Care $3,500.00 24 NA NA NA NA NA NA NA NA NA NA NA NA
$25,000.00
Pediatric Cardiology $2,100.00 8a-Sp $275.00 $3,150.00 $275.00 Beeper NA NA NA NA $25
000.00
Pediatric Surgery $450.00 $3,600.00 8 $450.00 $5,400.00 $450.00 BEEPER $3,600.00 24/2PC BEEPER NA NA NA NA NA
$25,000.00
Pediatric Surgery 24 hour call) NA $3,300.00 24/2PC $450.00 $4,950.00 NA NA NA NA NA NA NA NA NA NA $25
000.00
Physical Medicine and Rehabilitation $225.00 $1,546.00 8 $225.00 $2,319.00 $225.00 Beeper $1,546.00 $24.00 Beeper $225.00 $2,319.00 $24.00 Beeper $225.00
$25
000.00
Psychiatry inpatient $175.00 $1,296.00 8 $175.00 $1,944.00 $162.00 in house $525.00 $24.00 Beeper $175.00 $875.00 $24.00 Beeper $190.00
$25
000.00
Psychiatry Outpatient $175.00 $1,296.00 8 $175.00 $1,944.00 $162.00 in house NA NA NA NA NA NA NA NA
$25,000.00
Psychiatry Child & Adolescent Inpatient $185.00 $1,376.00 8 $185.00 $2,064.00 $172.00 in house $600.00 $24.00 Beeper $185.00 $950.00 $24.00 Beeper $206.00 $25,000.00
Psychiatry Child & Adolescent Outpatient $185.00 $1,376.00 8 $185.00 $2,064.00 $172.00 in house $600.00 $24.00 Beeper $185.00 $950.00 $24.00 Beeper $206.00 $25,000.00
Pulmonology/Pulm. CC $3,350.00 0-12hrs $310.00 $5,025.00 $3,350.00 $12.00 $4,950.00 $12.00 $25,000.00
Radiation Oncology $1,700.00 8 $195.00 $195.00 NA $800.00 $24.00 Beeper $2,550.00 $8.00 $25,000.00
Radiology Diagnostics $1,741.00 8a-Sp $290.00 $2,362.00 $290.00 Beeper $1,575.00 8a-5p n/a n/a $2,362.00 8a-5p n/a n/a $25,000.00
Radiology Interventional Urology $2,448.00 8a-5p $425.00 $3,399.00 $400.00 Beeper $2,448.00 Ba-Sp n/a n/a $3,399.00 8a-5p n/a n/a $25,000.00
Urology $235.00 $1,880.00 8 $250.00 $2,820.00 $300.00 Beeper $1,880.00 $24.00 Beeper $250.00 $2,820.00 $24.00 Beeper $250.00 $25,000.00
Daily rate cannot be billed by the hour; this is a 0-8 hr daily rate. OT is billed after 5pm
**Weekend and Holiday call rates are 24 hours; Overtime rate applies if called in.
BIB]
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AGREEMENT NO. A-11789 - MEDIC��EXHIBIT C
CERTIFICATION OF PHYSICIANS
The Professional Services Agreement between the County of Monterey on behalf of Natividad
Medical Center and Medical Doctor Associates the Agreement") is hereby modified to include
the following:
Section 6. PERFORMANCE STANDARDS.
6.3 Licenses and Certifications. Each Physician providing services under this Agreement
shall be duly qualified and licensed to practice medicine in the State of California, and
experienced and qualified in the medical practice of such Physician's practice specialty
Specialty"). Each Physician shall, from and after the Effective Date, be and remain
board certified in the Specialty by the applicable medical specialty board approved by the
American Board of Medical Specialties or American Osteopathic Association either, the
Certifying Board"); provided, however, that if a Physician is not certified in the
Specialty by the Certifying Board as of the Effective Date, such Physician shall have a
reasonable amount of time to obtain such certification, provided that such Physician
diligently pursues such certification in accordance with the rules of the Certifying Board,
and is certified in the Specialty by the Certifying Board.
6.4 Hospital Rules, Regulations and By-Laws. Each Physician shall provide the Services in
strict accordance with all applicable Hospital rules, regulations, policies and procedures,
and with any applicable Medical Staff Bylaws, Rules and Regulations, and rules of the
Hospital department that supervises the Specialty the Department"). Each Physician
shall be and remain a member of the Medical Staff of Hospital with medical privileges in
good standing, including holding all Medical Staff credentials and privileges necessary to
provide professional physician services in the Specialty.
6.5 Compliance Program. Each Physician shall attend educational or informational meetings
as part of NMC's Compliance Program from time to time, as requested by NMC. All
business relationships between Contractor, each Physician and NMC are to be at arm's
length and must comply with applicable law and regulation(s) and NMC's policies and
procedures, including NMC's Compliance Program and Code of Conduct, as they may be
amended from time to time.
6.6 Representations and Warranties by Physicians. Each Physician represents and warrants
that: i) Physician's license to practice medicine in any state has never been suspended,
revoked or restricted; ii) Physician has never been reprimanded, sanctioned or
disciplined by any licensing board or medical specialty board; iii) Physician has never
been excluded or suspended from participation in, or sanctioned by, any Federal Health
Care Program; iv) Physician has never been denied membership and/or reappointment to
the medical staff of any hospital or health care facility; v) Physician's medical staff
membership or clinical privileges at any hospital or health care facility have never been
suspended, limited or revoked for a medical disciplinary cause or reason; and
vi) Physician has never been charged with or convicted of a felony, a misdemeanor
Exhibit C MDA) rev 06.2010 Page I
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AGREEMENT NO. A-11789 - MEDIC��involving fraud, dishonesty, controlled substances, or moral turpitude, or any crime
relevant to the provision of medical services or the practice of medicine.
6.7 Specific Compliance Requirements. In providing the Professional Services set forth in
this Agreement, each Physician shall, without limitation: i) comply with all applicable
federal and state laws, rules and regulations of each governmental authority having
jurisdiction over the Department and the outpatient clinic owned and operated by NMC
the Clinic") including, without limitation, Titles 22 and 24 of the California Code of
Regulations; ii) comply with the NMC and Hospital Medical Staff Bylaws, rules,
regulations and policies, and Hospital's quality assurance and utilization review
functions; iii) comply with the NMC Code of Conduct; iv) actively participate in
meeting the standards established from time to time for the Department and Hospital's
Family Practice Residency Program; v) as requested by Hospital's Service Chief or
Chief Medical Officer, serve and actively participate in the various committees of
Hospital's Medical Staff, as set forth in the Medical Staff Bylaws, rules and regulations;
vi) at all times comply with all applicable Federal Healthcare Program rules and
regulations; vii) is not currently suspended or barred from participation in any Federal
Healthcare Program and is not the subject of a Federal Program compliance audit or
investigation; and viii) actively assist Hospital in assuring that Hospital meets the
standards and requirements of the Joint Commission, Hospital licensure requirements
and/or third party payor certification requirements applicable to Hospital.
6.8 Notification of Certain Events. Each Physician shall notify Hospital in writing within
twenty-four 24) hours after becoming aware of the occurrence of any of the following
events:
A Physician becomes the subject of, or materially involved in, any investigation,
proceeding, or disciplinary action by, any Federal Health Care Program, any state's
medical board, any agency responsible for professional licensing, standards or behavior,
or any hospital medical staff;
A Physician's medical staff membership or any clinical privileges at any health care
facility including Hospital) are denied, suspended, terminated, restricted, revoked or
relinquished for any reason, whether voluntarily or involuntarily, temporarily or
permanently, regardless of the availability of civil or administrative hearing rights or
judicial review with respect thereto;
A Physician becomes the subject of any action or proceeding arising out of such
Physician's professional services;
A Physician is charged with a felony, a misdemeanor involving fraud, dishonesty,
controlled substances, or moral turpitude, or any crime related to such Physician's
practice of medicine;
A Physician violates, or causes any other person or entity to violate, the Hospital Code of
Conduct, and/or Hospital's corporate integrity program;
A Physician is excluded from or restricted in any manner from participation in a Federal
Healthcare Program;
Exhibit C MDA) rev 06.2010 Page 2
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AGREEMENT NO. A-11789 - MEDIC��Any other event occurs with respect to a Physician that materially interrupts or affects all
or a portion of such Physician's ability to perform his/her obligations under this
Agreement;
A Physician's license to practice medicine in the State or any other jurisdiction, or a
Physician's Drug Enforcement Agency registration, is suspended, restricted, terminated,
revoked or relinquished for any reason, whether voluntarily or involuntarily, temporarily
or permanently, regardless of the availability of civil or administrative hearing rights or
judicial review with respect thereto; or
A Physician's insurance policy required under this Agreement is terminated, not
renewed, cancelled or reduced in coverage.
6.9 Continuing Education. Each Physician shall, from and after the Effective Date,
participate in continuing education as necessary to maintain licensure, professional
competence and skills commensurate with the standards of the medical community for
the Specialty.
6.10 Billing for Professional Services. To the extent permitted by law, Contractor and each
Physician acknowledge and agree that Hospital shall be solely responsible for billing
Federal Health Care Programs, Managed Care Organizations, and other third party payors
and patients for Professional Services performed by each Physician under this
Agreement, and collecting such fees and charges. Neither Contractor, any Physician nor
any other person shall attempt to bill and collect from any patient, payor or any other
person for any of a Physician's Professional Services, other than as described in this
Agreement.
Contractor and each Physician shall assist NMC in securing any necessary physician
provider enrollments and related paperwork, including Medicare and Medicaid supplier
numbers, NPIs, and any reassignment forms necessary to permit payment to NMC e.g.,
CMS Form 855s). Copies of pertinent documents will be provided to NMC immediately
upon request.
Contractor, each Physician and NMC agree that charges, coding and reimbursement
procedures will follow established Medicare guidelines in effect upon the date the service
is provided.
Section 7. PAYMENT CONDITIONS
7.3 Time Reporting. Contractor and each Physician agree to: i) prepare and submit accurate
and complete time records documenting separately the time spent by each Physician
rendering Professional Services and/or Provider Services, on forms acceptable to
Hospital; ii) at such times as requested by Hospital, execute and update a written
allocation agreement, on a form furnished by Hospital, specifying the respective amounts
of time to be spent in furnishing Professional Services, Provider Services, and any
services which do not fall into either category, and/or executing and updating such other
agreement(s) as may be required by the Federal Health Care Programs from time to time;
and iii) retain such allocation agreement and all amendments thereto, and all time
Exhibit C MDA) rev 06.2010 Page 3
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7/13/2010-U011
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AGREEMENT NO. A-11789 - MEDIC��records and other agreements required by this Section, for not less than four 4) years
after the end of Hospital's fiscal year to which such documents relate. The parties and
each Physician acknowledge and agree that the sole purpose of recording hours of
activity and of determining compensation based thereon is the imposition of rules and
regulations pursuant to the Federal Health Care Programs, and does not constitute an
employer/employee relationship.
Section 9. RECORDS AND CONFIDENTIALITY
9.1.1 Confidentiality. Contractor, its officers, employees, agents, and subcontractors and each
Physician, shall comply with the applicable provisions of the Administrative
Simplification section of the Health Insurance Portability and Accountability Act of
1996, as codified at 42 U.S.C. 1320 through d-8 HIPAA"), and the requirements of
any regulations promulgated thereunder, including, without limitation, the federal privacy
regulations as contained in 45 C.F.R. Part 164, and the federal security standards as
contained in 45 C.F.R. Part 142 collectively, the Regulations"). Contractor and each
Physician shall not use or further disclose any protected health information, as defined in
45 C.F.R. 164.504, or individually identifiable health information, as defined in 42
U.S.C. 1320d collectively, the Protected Health Information"), of Hospital patients,
other than as permitted by this Agreement, Hospital policies and procedures, and the
requirements of HIPAA or the Regulations. Contractor and each Physician shall
implement appropriate safeguards to prevent the use or disclosure of Protected Health
Information other than as contemplated by this Agreement. Contractor and each
Physician shall promptly report to Hospital any use or disclosures, of which Contractor or
a Physician becomes aware, of Protected Health Information in violation of HIPAA or
the Regulations. In the event that Contractor or a Physician contracts with any agents to
whom Contractor or a Physician provides Protected Health Information, Contractor or
such Physician shall include provisions in such agreements pursuant to which Contractor
or the Physician and such agents agree to the same restrictions and conditions that apply
to Contractor and Physician with respect to Protected Health Information. Contractor and
each Physician shall make Contractor and each Physician's internal practices, books and
records relating to the use and disclosure of Protected Health Information available to the
Secretary to the extent required for determining compliance with HIPAA and the
Regulations. No attorney-client, accountant-client or other legal or equitable privilege
shall be deemed to have been waived by Contractor each Physician] or Hospital by
virtue of this Section. The provisions set forth herein shall survive expiration or other
termination of this Agreement, regardless of the cause of such termination.
9.2.1 Medical Records. Each Physician shall prepare and maintain, or cause to be prepared and
maintained, complete medical records, in accordance with Hospital requirements for
documentation, timeliness and completeness, for each patient who is treated by a
Physician at Hospital, including but not limited to within the Department or the Clinic.
Said medical records shall, at all times, be the property of Hospital, but each Physician
shall have reasonable access to such medical records and shall have the right to make
copies thereof, at such Physician's sole cost and expense, upon reasonable notice to
Hospital to do so.
Exhibit C AMA) rev 06.2010 Page 4
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AGREEMENT NO. A-11789 - MEDIC��Section 10. PHYSICIAN CERTIFICATION
Contractor shall assure that each Physician providing Services under this Agreement shall
execute the PHYSICIAN CERTIFICATION attached hereto as Exhibit C, and shall provide an
executed copy of the PHYSICIAN CERTIFICATION to NMC for each Physician prior to such
Physician's provision of Services hereunder.
Exhibit C MDA) rev 06.2010 Page 5
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3-U06
AUTHORIZE-U07
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960-NMC-U08
RUIZ-IGNACIO-U09
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7/13/2010-U011
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2010-11.-U012
AGREEMENT NO. A-11789 - MEDIC��CERTIFICATION OF PHYSICIANS
Each Physician signing below acknowledges that he or she has read and understands the terms of
the attached Agreement, agrees to be bound by the terms of the Agreement applicable to
Physician, and certifies that Physician is in compliance with, and will continue to be in
compliance with throughout the term of the Agreement,, all representations, warranties, duties
and obligations of Physician as set forth in the Agreement, including without limitation the
provisions of Section 6, Section 7 and Section 9 of the Agreement.
Sign Name:
Print Name:
Specialty:
Date:
Exhibit C AMA) rev 06.2010 Page 6
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40387-U01
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AGREEMENT NO. A-11789 - MEDIC�� Original Agreement No or POll. BPO 9600 0000000715)
AMENDMENT NO.1
FOR PROFESSIONAL SERVICE AGREEMENT
BETWEEN Medical Doctor Associates AND
TILE NATIVIDAD MEDICAL CENTER
FOR
ocund Tenens Physician Services
The parties to Professional Service Agreement, dated February 1, 2009 between the County of
Monterey, on behalf of Natividad Medical Center NMC"), and Medical Doctor Associates
Contractor), hereby agree to renew their Agreement No. BPO 9600 0000000715) on the following
amended terms and conditions:
1. Contractor will continue to provide NMC with the same scope of service as stated in the original
Agreement No. BPO 9600 0000000715). Exhibit A is replaced with Amendment No. I. to Exhibit A.
All reference in the Agreement to Exhibit A shall be construed to refer to Amendment No. 1 to
Exhibit A.
2. This Amendment shall become effective on March 1, 2010 and shall continue in full force and
extending the term date until June 30, 2010.
3. The total amount payable by County to Contractor tinder Agreement No. BPO 9600 0000000715)
shall not exceed the total sum, of $1,000,000 for the full term of the Agreement and $530,706.93 for
fiscal year 2010.
4. All other terms and conditions of the Agreement shall continue in full force and effect.
5. A copy of this Amendment shall be attached to the original Agreement No. 13P0 9600 0000000715).
IN WITNESS WEEREOF, the parties hereto are in agreement with this Amendment and
Professional Service Agreement on the basis set forth in this document and have executed this
amendment on the day and year set forth herein.
CONTR&'I'4R
Signature
Printe
5J
PrlntedName M'C1 L t'+Zt:~'1Gcr--
Dated
Titie
Dated $1, / tom
Title
e
Dated
Z~~
Vt3Jl a
NMC CEO
Approved as to Legal ormn
Charles J. Me
Kee, County Counsel
By
/Staoy Saetta, Deptrfy
Dated r/" 7// 6
Attorneys for County and NMC
a
Q u wP(1 to fis I
County of onterey
A itor- ntrolier c jjA0
BIB]
40387-U01
AGREEMENT-U02
NO.-U02
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DO93891-U03
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7/28/2010-U04
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15312-U05
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AUTHORIZE-U07
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2010-11.-U012
AGREEMENT NO. A-11789 - MEDIC��
Amendment No.1, Exl?ibit A
MDA All-Inclusive Rate Sheet
March 1, 2010 June 30, 2010
Specialty
Anesthesiology
Cardiac Anesthesiolo
Cardiology
Cardiology,lnterventibnal
Cardiology, Invasive
Cardiothorasic/Vasular Surgery
Cardiothorasic/Vasul r Surgery 24 hour call)
Critical Care
Certified Registered urse Anesthetist
Dermatology
Emergency Medicine
Family Practice AmbplatoryCare
Family Practice
Family Practice with OR
Gastroenterology
General Surgery
General Surgery 24 hour call only rates)
Hematology/Oncolo
Hospitalist Family Practice
Hospitalist 24 hour I II only rates)
Internal Medicine]
Infectious Disease
Medical Oncology
Neonatology
Nephrology
Neurological Surgery
Neurological Surgery 24 hour call only rates)
Neurology
Obstetrics and Gynecology
Occupational Medici
Opthamology
Orthopedic Surgery
Orthopedic Surgery 4 hour call only rates)
Otolaryngology
Pathology
Pediatrics
Pediatric Hospitalist*
Pediatric Critical Care
Pediatric Cardiology
Pediatric Surgery
Pediatric surgery 24 tour call)
Physical Medicine anc Rehabilitation
Psychiatry inpatient
Psychiatry Outpatient
Psychiatry Child & Adolescent Inpatient
Psychiatry Child & Aslescent Outpatient
Pulmonology /Pulm. OC
Radiation Oncology
Radiology Diagnostics
Radiology Interventional Urology
Urology
Base Rtes
Premium
Hours
Included in Overtime
Hourly Daily Daily Rate / Call Back Holiday
$ 203.75 $ 1,63 00 8
$ 225.00 $ 1,80 00 8
$ 304.00 $2,75.00 8
$ 490.00 $ 3,900.00 8
$ 425.00 $ 3,400.00 8
$ 364.00 $ 2,912.00 8
NA $ 2,71100 24/2PC
$ 2,300.00 8
$ 140.00 $ 1,12(.00 8
$ 1,960.00 8
$ 230.00 N/A
$160 $ 1,289.00 8
$ 160.00 $ 1,289.00 8
$ 186.00 $ 1,488.00 8
$ 2,250.00 8
$ 159.00 $ 1,884.00 B
NA $ 1,680.00 24/2PC
$ 1,700.00 8
$ 216.00 $ 2,600.00 12
NA NA I NA
$171 $ 1,368.00 8
$ 1,95(.00 8
$ 1,70(il.00 8
NA $ 3,250.00 24
$ 370.00 $ 2,95(.00 8
$ 450.00 $ 3,600.00 8
NA $3,300.00 24/2PC
$ 2,100.00 8
$ 235.00 $1,889.00 8a-5p
$ 125.00 $ 1,000.00 8
$193.25 $1,546.00 8
$ 285.00 $ 2,280.00 8
NA $ 1,980.00 24/2PC
$215.75 $1,726.00 8
$ 1,15.00 8
$ 1,140.00 8a-Sp
$ 1,370.00 8a-5p
$ 3,500.00 24
$ 1,90
0.00 8a-5p
1
$ 450.00 $ 3,600.00 8
NA $3,300.00 24/2PC
$193.25 $1,54(.00 8
$ 162.00 $ 1,296.00 8
$ 162.00 $ 1,296.00 8
$ 172.00 $ 1,376.00 8
$ 172.00 $ 1,376.00 8
$ 2,500.00 8
$ 1,700.00 8
$ 1,741.00 8a-5p
$ 2,448.00 8a-Sp
$235.00 $1,880.00 8
$ 225.00 $1,630.00
$ 250.00 $1,800.00
$300.00 $1,800.00
$ 490.00 $3,000.00
$ 425.00 $ 2,500.00
$ 364.00 $3,468.00
$ 364.00 $4,068.00
$ 305.00 $3,200.00
$ 185.00 $1,120.00
$ 275.00
$230.00 $ 330.00
$172.00 $ 240.00
$172.00 $ 240.00
$ 200.00 $ 279.00
$ 300.00 $ 375.00
$ 159.00 $2,820.00
$ 159.00 $2,520.00
$195.00 $ 195.00
$ 175.00 $ 300.00
NA NA
$ 185.00 $ 256.00
$ 275.00 $2,925.00
$195.00 $ 195.00
NA $4,875.00
$ 370.00 $1,800.00
$ 450.00 $5,400.00
$450.00 $4,950.00
$ 200.00
$250.00 $2,820.00
$ 175.00 $ 187.50
$ 225.00 $2,319.00
$ 285.00 $3,420.00
$285.00 2970.00%
$ 250.00 $2,589.00
$175.00 $1,617.50
$175.00 $1,710.00
$ 175.00 $2,055.00
NA NA
$ 275.00 $2,850.00
$ 450.00 $5,400.00
$450.00 $4,950.00
$ 225.00 $2,319.00
$ 175.00 $ 190.00
$ 175.00 $ 190.00
$ 185.00 $ 206.00
$ 185.00 $ 206.00
$ 315.00 $ 315.00
$ 195.00 $ 195.00
$ 290.00 $2,362.00
$ 425.00 $3,399.00
$ 250.00 $2,820.00
Weekday 1
Beeper/
Hourly in-house
$ 225.00 Beeper
$ 250.00 Beeper
$ 375.00 Beeper
$ 490.00 $1,800.00
$ 425.00 $1,200.00
$ 364.00 BEEPER
NA NA
305.00 beeper
185.00 Beeper
N/A
$ 195.00 beeper
$ 300.00 beeper
$ 159.00 BEEPER
NA NA
$ 195.00 Beeper
$ 50.00 beeper
NA NA
$ 160.00 beeper
$ 195.00 Beeper
NA NA
$ 370.00 $1,200.00
$ 450.00 BEEPER
NA NA
$ 300.00 bepper
$300.00 Beeper
N/A
$ 225.00 Beeper
$ 285.00 BEEPER
NA NA
$ 250.00 Beeper
$ 150.00 Beeper
$ 175.00 Beeper
$ 175.00 Beeper
NA NA
$ 275.00 Beeper
$ 450.00 BEEPER
NA NA
$ 225.00 Beeper
$ 162.00 in house
$ 162.00 in house
$ 172.00 in house
$ 172.00 in house
$ 400.00 Beeper
NA
$ 290.00 Beeper
$ 400.00 Beeper
$ 300.00 Beeper
Weekend
Call Pay
No Charge
Hours for In-
Included in Beeper/ House
Daily Daily Rate In-house Hours
$ 815.00 24"" N/A N/A
$ 900.00 24*" N/A N/A
$ 850.00 24 Beeper 0
$2,500.00 24
$2,000.00 24
$2,912.00 24/2PC BEEPER NA
NA NA NA NA
$3,200.00 24/8 PC N/A
$1,120.00 24/4PC N/A N/A
N/A
$ 680.00 24 beeper
1,000 beeper
$1,880.00 24/2PC BEEPER NA
NA NA NA NA
$ 800.00 24 Beeper
$ 400.00 12 beeper na
NA NA NA NA
$ 480.00 24 beeper
$ 800.00 24 Beeper
NA NA NA NA
$1,600.00 24
$3,600.00 24/2PC BEEPER NA
NA NA NA NA
$ 900.00 24 bepper
$1,880.00 8 875 $200.00
N/A
$1,546.00 24 Beeper $225.00
$2,280.00 24/2PC BEEPER NA
NA NA NA NA
$1,726.00 24 Beeper $250.00
$ 600.00 24 Beeper $ 175.00
NA NA NA NA
NA NA NA NA
NA NA NA NA
$1,900.00 24 Beeper 275
$3,600.00 24/2PC BEEPER NA
NA NA NA NA
$1,546.00 24 Beeper $225.00
$ 525.00 24 Beeper $175.00
NA NA NA NA
$ 600.00 24 Beeper $185.00
$ 600.00 24 Beeper $185.00
$3,500.00 24/8pc
$ 800.00 24 Beeper
$1,575.00 8a-5p n/a n/a
$2,448.00 8a-5p n/a n/a
$1,880.00 24 Beeper $250.00
1
Holiday
Hours No Charge
Included for In-
in Daily Beeper/ House
Daily Rate In-house Hours
$1,630.00 24"" N/A NA/
$1,800.00 24** N/A N/A
$1,050.00 24 NA NA
NA NA NA NA
NA NA NA NA
$3,200.00 24/8 PC
$1,120.00 24** N/A N/A
N/A
$1,500.00 beeper
NA NA NA NA
NA NA NA NA
$2,500.00 8
na na na na
NA NA NA NA
$2,550.00 8
NA NA NA NA
NA NA NA NA
NA NA NA NA
$ 900.00
NA NA NA NA
N/A
$2,319.00 24 Beeper $225.00
NA NA NA NA
NA NA NA NA
$2,589.00 24 Beeper $250.00
$ 825.00 24 Beeper $175.00
NA NA NA NA
NA NA NA NA
NA NA NA NA
NA NA NA NA
NA NA NA NA
NA NA NA NA
$2,319.00 24 Beeper $225.00
$ 875.00 24 Beeper $190.00
NA NA NA NA
$ 950.00 24 Beeper $206.00
$ 950.00 24 Beeper $206
$3,900.00 24/8pc
$2,550.00 8
$2,362.00 8a-5p n/a n/a
$3,399.00 Ba-5p n/a n/a
$2,820.00 24 Beeper $250.00
Permanent
Placement
Permanent Cost
Placement Behavorial
Cost NMC) Health)
25,000.00
30,000.00
25,000.00 NA
25,000.00
25,000.00
35,000.00
35,000.00
28,000.00
25,000.00
25,000.00
25,000.00
22,500.00
22,500.00
22,500.00
27,000.00
25,000.00
25,000.00
24,000.00
25,000.00 NA
NA
22,500.00
25,000.00
24,000.00 NA
30,000.00 NA
30,000.00
35,000.00
35,000.00
30,000.00
30,000:00 NA
22,500.00
25,000.00 NA
35,000.00
35,000.00
28,000.00 NA
22,500.00
24,000.00 NA
26,000.00 NA
30,000.00 NA
28,000.00 NA
35,000.00
35,000.00
25,000.00 NA
$28,000.00
$28,000.00
$28,000.00
$28,000.00
29,000.00
24,000.00
25,000.00 n/a
25,000.00 n/a
30,000.00 NA
*Daily rate cannot b~ billed by the hour; this is a 0-8 hr daily rate. OT is billed after Spm
**Weekend and Holi lay call rates are 24 hours; Overtime rate applies if called in.
BIB]
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2010-11.-U012
AGREEMENT NO. A-11789 - MEDIC��
/,'~ Natividad MEDICAL CENTER
COUNTY OF MONTEREY AGREEMENT FOR PROFESSIONAL SERVICES
MORE THAN $100,000)
This Professional Services Agreement hereinafter Agreement") is made by and between Natividad Medical Center
NMC"), a general acute care teaching hospital wholly owned and operated by the County of Monterey, which is a
political subdivision of the State of California and Medical Doctor Associates, hereinafter CONTRACTOR").
In consideration of the mutual covenants and conditions set forth in this Agreement, the parties agree as follows:
1. SERVICES TO BE PROVIDED. NMC hereby engages CONTRACTOR to perform, and
CONTRACTOR hereby agrees to use its best efforts to refer independent contractor physicians to
provide healthcare services on a temporary basis in conformity with the terms of the Agreement and the
rates listed in Exhibit A. The services are generally described as follows: Use best efforts to refer
Locum Tenens Physician Services.
2. PAYMENTS BY NMC. NMC shall pay the CONTRACTOR in accordance with the payment provisions set
forth in Exhibit A, subject to the limitations set forth in this Agreement. The total amount payable by NMC to
ALL CONTRACTORS providing Locum Tenens Physician Services shall not exceed the sum of $1,000,000 for
the term of February 1, 2009 through June 30, 2010, pursuant to the terms of the PSA, with the
authority to open purchase orders and distribute these funds between ALL CONTRACTORS under each
PSA in any manner of allocation determined to be appropriate by NMC and County. NMC and County
do not covenant to allocate a maximum or minimum amount of funds to any particular Contractor.
3. NMC shall pay a total amount not to exceed the approved budget for Locum Physician Services as
determined and approved by the Monterey County Board of Supervisors for all subsequent years and
through the full term of the PSA.
4. TERM OF AGREEMENT. The term of this Agreement is from February 1, 2009 to June 30, 2010, unless
sooner terminated pursuant to the terms of this Agreement. This Agreement is of no force or effect until signed by
both CONTRACTOR and NMC and with NMC signing last and CONTRACTOR may not commence work
before NMC signs this Agreement.
5. ADDITIONAL PROVISIONS/EXHIBITS. The following attached exhibits are incorporated herein by
reference and constitute a part of this Agreement:
Exhibit A Scope of Services/Payment Provisions
Exhibit B Insurance Justification
6. PERFORMANCE STANDARDS.
CONTRACTOR warrants that CONTRACTOR and Contractor's agents, employees, and subcontractors performing
services under this Agreement are specially trained, experienced, qualified per Joint Commission standards., and
appropriately licensed to perform the work and deliver the services required under this Agreement and are not
employees of NMC, or immediate family of an employee of NMC.
6.1. CONTRACTOR, its agents, employees, and subcontractors shall perform all work in a safe and skillful
manner and in compliance with all applicable laws and regulations. All work performed under this
Agreement that is required by law to be performed or supervised by licensed personnel shall be performed in
accordance with such licensing requirements.
NMC PSA Locum Tenens, over $100,000 Page 1 of 8 2/25/2009
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AGREEMENT NO. A-11789 - MEDIC��
6.2. CONTRACTOR shall furnish, at its own expense, all materials, equipment, and personnel necessary to carry
out the terms of this Agreement, except as other wise specified in this Agreement. CONTRACTOR shall not
use NMC premises, property including equipment, instruments, or supplies) or personnel for any purpose
other than in the performance of its obligations under this Agreement.
7. PAYMENT CONDITIONS.
7.1. CONTRACTOR shall submit to the Contract Administrator an invoice on a form acceptable to NMC. If not
otherwise specified, the CONTRACTOR may submit such invoice periodically or at the completion of
services, but in any event, not later than thirty 30) days after completion of services. The invoice shall set
forth the amounts claimed by CONTRACTOR for the previous period, together with an itemized basis for
Administrator or his or her designee shall certify the invoice, either in the requested amount or in such other
amount as NMC approves in conformity with this Agreement, and shall promptly submit such invoice to the
County Auditor-Controller for payment. The County Auditor-Controller shall pay the amount certified within
thirty 30) days of receiving the certified invoice.
7.2. CONTRACTOR shall not receive reimbursement for travel expenses unless set forth in this Agreement; and
then only in accordance with any applicable County policies.
8. TERMINATION.
8.1. During the term of this Agreement, NMC may terminate the Agreement for any reason by giving written
notice of termination to the CONTRACTOR at least thirty 30) days prior to the effective date of
termination. Such notice shall set forth the effective date of termination. NMC may cancel and terminate this
Agreement for good cause effective immediately upon written notice to Contractor. Good cause" includes
the failure of CONTRACTOR to perform the required services at the time and in the manner provided under
this Agreement. In the event of termination by NMC, the amount payable under this Agreement shall be
reduced in proportion to the services provided prior to the date of termination.
INDEMNIFICATION: Both parties shall defend, indemnify and hold each other harmless from and
against all claims, liabilities, losses and expenses, including reasonable attorneys' fees and costs
incurred in the defense thereof at all trial levels and collection expenses which may arise directly
because of the medical acts or omissions of the indemnifying party, its employees, agents or
representatives in the performance of its obligations under this Agreement. Each party's
indemnification hereunder shall be limited to its proportionate liability based on the negligent acts or
omissions of its employees, agents or representatives. This provision shall survive the termination of
this Agreement. Physicians shall be solely liable for and obligated to pay directly all applicable taxes,
including federal and state income taxes and social security, arising out of each Physician's performance
of this Agreement. In connection therewith, CONTRACTOR and Physician shall defend, indemnify and
hold County harmless from any and all liability which County may incur related to Physician's failure to
pay such taxes.
INSURANCE.
8.2. Evidence of Coverage:
Prior to commencement of this Agreement, the CONTRACTOR shall provide a Certificate of Insurance"
certifying that coverage as required herein has been obtained. Individual endorsements executed by the
insurance carrier shall accompany the certificate. In addition, the CONTRACTOR upon request shall provide
a certified copy of the policy or policies.
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AGREEMENT NO. A-11789 - MEDIC��
This verification of coverage shall be sent to NMC's Contracts/Purchasing Department, unless otherwise
directed. The CONTRACTOR shall not receive a Notice to Proceed" with the work under this Agreement
until it has obtained all insurance required and NMC has approved such insurance. This approval of insurance
shall neither relieve nor decrease the liability of the Contractor.
8.3. Qualifying Insurers: All coverage's except surety, shall be issued by companies which hold a current policy
holder's alphabetic and financial size category rating of not less that A-VII, according to the current Best's
Key Rating Guide or a company of equal financial stability that is approved by NMC's Contracts/Purchasing
Director.
8,4. Insurance Coverage Requirements: Without limiting Contractor's duty to indemnify, CONTRACTOR shall
maintain in effect throughout the term of this Agreement a policy or policies of insurance with the following
minimum limits of liability:
Commercial general liability insurance, including but not limited to premises and operations, including
coverage for Bodily Injury and Property Damage, Personal Injury, Contractual Liability, Broad form Property
Damage, Independent Contractors, Products and Completed Operations, with a combined single limit for
Bodily Injury and Property Damage of not less than $1,000,000 per occurrence.
Exemption/Modification Justification attached; subject to approval).
Business automobile liability insurance, covering all motor vehicles, including owned, leased, non-owned,
and hired vehicles, used in providing services under this Agreement, with a combined single limit for Bodily
Injury and Property Damage of not less than $1,000,000 per occurrence.
Exemption/Modification Justification attached; subject to approval).
Workers' Compensation Insurance, If CONTRACTOR employs other in the performance of this Agreement,
in accordance with California Labor Code section 3700 and with Employer's Liability limits not less than
$1,000,000 each person, $1,000,000 each accident and $1,000,000 each disease.
Exemption/Modification Justification attached; subject to approval).
Professional liability insurance, if required for the professional services being provided, e.g., those persons
authorized by a license to engage in a business or profession regulated by the California Business and
Professions Code), in the amount of not less than $1,000,000 per claim and $2,000,000 in the aggregate, to
cover liability for malpractice or errors or omissions made in the course of rendering professional services. If
professional liability insurance is written on a claims-made" basis rather than an occurrence basis, the
CONTRACTOR shall, upon the expiration or earlier termination of this Agreement, obtain extended
reporting coverage tail coverage") with the same liability limits. Any such tail coverage shall continue for at
least three years following the expiration or earlier termination of this Agreement.
Exemption/Modification Justification attached; subject to approval).
8.5. Other Insurance Requirements:
All insurance required by this Agreement shall be with a company acceptable to NMC and issued and
executed by an admitted insurer authorized to transact insurance business in the State of California. Unless
otherwise specified by this Agreement, all such insurance shall be written on an occurrence basis, or, if the
policy is not written on an occurrence basis, such policy with the coverage required herein shall continue in
effect for a period of three years following the date CONTRACTOR completes its performance of services
under this Agreement.
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AGREEMENT NO. A-11789 - MEDIC��Each liability policy shall provide that NMC shall be given notice in writing at least ten days in advance of
any endorsed reduction in coverage or limit, cancellation, or intended non-renewal thereof. Each policy shall
provide coverage for CONTRACTOR and additional insured with respect to claims arising from each
subcontractor, if any, performing work under this Agreement, or be accompanied by a certificate of insurance
from each subcontractor showing each subcontractor has identical insurance coverage to the above
requirements.
Commercial general liability and automobile liability policies shall provide an endorsement naming the
County of Monterey, its officers, agents, and employees as Additional insureds with respect to liability arising
out of the Contractor's work including ongoing and completed operations, and shall further provide that
such insurance is primary insurance to any insurance or self-insurance maintained by the County and that the
insurance of the Additional Insureds shall not be called upon to contribute to a loss covered by the
Contractor's insurance. The reguired endorsement from for Commercial General Liability Additional Insured
is ISO Form CG 20 10 11-85 or CG 20 10 10 01 in tandem with CG 20 3710 01 2000). The required
endorsement from for Automobile Additional Insured Endorsement is ISO Form CA 20 48 02 99.
Prior to the execution of this Agreement by NMC, CONTRACTOR shall file certificates of insurance with
NMC's Contracts/Purchasing Department, showing that the CONTRACTOR has in effect the insurance
required by this Agreement. The CONTRACTOR shall file a new or amended certificate of insurance within
five 5) calendar days after any change is made in any insurance policy, which would alter the information on
the certificate then on file. Acceptance or approval of insurance shall in no way modify or change the
indemnification clause in this Agreement, which shall continue in full force and effect.
CONTRACTOR shall at all times during the term of this Agreement maintain in force the insurance coverage
required under this Agreement and shall send, without demand by NMC, annual certificates to NMC's
Contracts/Purchasing Department. If the certificate is not received by the expiration date, NMC shall notify
CONTRACTOR and CONTRACTOR shall have five calendar days to send in the certificate, evidencing no
lapse in coverage during the interim. Failure by CONTRACTOR to maintain such insurance is a default of
this Agreement, which entitles NMC, at its sole discretion, to terminate the Agreement immediately,
9. RECORDS AND CONFIDENTIALITY.
9.1. Confidentiality, CONTRACTOR and its officers, employees, agents and subcontractors shall comply with
any and all federal, state, and local laws, which provide for the confidentiality of records and other
information. CONTRACTOR shall not disclose any confidential records or other confidential information
received from NMC or prepared in connection with the performance of this Agreement, unless NMC
specifically permits CONTRACTOR to disclose such records or information. CONTRACTOR shall
promptly transmit to NMC any and all requests for disclosure of any such confidential records or
information. CONTRACTOR shall not use any confidential information gained by CONTRACTOR in the
performance of this Agreement except for the sole purpose of carrying out Contractor's obligations under
this Agreement.
9.2. NMC Records. When this Agreement expires or terminates, CONTRACTOR shall return to NMC and
NMC records which CONTRACTOR used or received from NMC to perform services under this Agreement.
9.3. Maintenance of Records. CONTRACTOR shall prepare, maintain, and preserve all reports and records that
may be required by federal state, and County rules and regulations related to services performed under this
Agreement. CONTRACTOR shall maintain such records for a period of at least three years after receipt of
final payment under this Agreement. If any litigation, claim, negotiation, audit exception, or other action
relating to this Agreement is pending at the end of the three year period, then CONTRACTOR shall retain
said records until such action is resolved.
9.4. Access to and Audit of Records. NMC shall have the right to examine, monitor and audit all records,
documents, conditions, and activities of the CONTRACTOR and its subcontractors related to services
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AGREEMENT NO. A-11789 - MEDIC��provided under this Agreement. Pursuant to Government Code section 8546.7, if this Agreement involves
the expenditure of public funds in excess or $10,000, the parties to this Agreement may be subject, at the
request of NMC or as part of any audit of NMC, to the examination and audit of the State Auditor
pertaining to matters connected with the performance of this Agreement for a period of three years after
final payment under the Agreement.
9.5. Royalties and Inventions. NMC shall have a royalty-free, exclusive and irrevocable license to
reproduce, publish, and use, and authorize other to do so, all original computer programs, writings,
sound recordings, pictorial reproductions, drawings, and other works of similar nature produced in the
course of or under this Agreement. CONTRACTOR shall not publish any such material without the
prior written approval of NMC.
10. NON-DISCRIMINATION. During the performance of this Agreement, Contractor, and its subcontractors, shall
not unlawfully discriminate against any person because of race, religious creed, color, sex, national origin,
ancestry, physical disability, mental disability, medical condition, marital status, age over 40), or sexual
orientation, either in Contractor's employment practices or in the furnishing of services to recipients.
CONTRACTOR shall ensure that the evaluation and treatment of its employees and applicants for employment
and all persons receiving and requesting services are free of such discrimination. CONTRACTOR and any
subcontractor shall, in the performance of this Agreement, full comply with all federal, sate, and local laws and
regulations which prohibit discrimination. The provision of services primarily or exclusively to such target
population as may be designated in this Agreement shall not be deemed to be prohibited discrimination.
11. COMPLIANCE WITH TERMS OF STATE OR FEDERAL GRANT. If this Agreement has been or will be
funded with monies received by NMC pursuant to a contract with the state or federal government in which NMC
is the grantee, CONTRACTOR will comply with all the provisions of said contract, and said provisions shall be
deemed a part of this Agreement, as though fully set forth herein. Upon request, NMC will deliver a copy of said
contract to Contractor, at no cost to Contractor.
12, INDEPENDENT CONTRACTOR. In the performance of work, duties, and obligations under this Agreement,
CONTRACTOR is at all times acting and performing as an independent CONTRACTOR and not as an employee
of NMC. No offer or obligation of permanent employment with NMC or particular County department or agency
is intended in any manner, and CONTRACTOR shall not become entitled by virtue of this Agreement to receive
from NMC any form of employee benefits including but not limited to sick leave, vacation, retirement benefits,
workers' compensation coverage, insurance or disability benefits. CONTRACTOR shall be solely liable for an
obligated to pay directly all applicable taxes, including federal and state income taxes and social security, arising
out of Contractor's performance of this Agreement. In connection therewith, CONTRACTOR shall defend,
indemnify, and hold NMC and the County of Monterey harmless from any and all liability, which NMC may
incur because of Contractor's failure to pay such taxes.
13. NOTICES. Notices required under this Agreement shall be delivered personally or by first-class, postage per-
paid mail to NMC and Contractor's contract administrators at the addresses listed below.
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AGREEMENT NO. A-11789 - MEDIC��FOR NATIVIDAD MEDICAL CENTER:
Contracts/Purchasing Manager
Name and Title
1441 Constitution Blvd. Salinas, CA. 93906
831.755.4111
Address
Phone
14. MISCELLANEOUS PROVISIONS.
FOR CONTRACTOR:
Name and Title
s PJA J~ a
Address z J 7)c 7 3
Phone
14.1. Conflict of Interest. CONTRACTOR represents that it presently has no interest and agrees not to acquire
any interest during the term of this Agreement, which would directly, or indirectly conflict in any manner
or to any degree with the full and complete performance of the professional services required to be rendered
under this Agreement.
14.2. Amendment. This Agreement may be amended or modified only by an instrument in writing signed by
NMC and the Contractor.
14.3. Waiver. Any waiver of any terms and conditions of this Agreement must be in writing and signed by NMC
and the Contractor. A waiver of any of the terms and conditions of this Agreement shall not be construed as
a waiver of any other terms or conditions in this Agreement.
14.4. Contractor. The term Contractor" as used in this Agreement includes Contractor's officers, agents, and
employees acting on Contractor's behalf in the performance of this Agreement.
14.5, Disputes. CONTRACTOR shall continue to perform under this Agreement during any dispute.
14.6. Assignment and Subcontractin. The CONTRACTOR shall not assign, sell, or otherwise transfer its interest
or obligations in this Agreement without the prior written consent of NMC. None of the services covered by
this Agreement shall be subcontracted without the prior written approval of NMC. Notwithstanding any
such subcontract, CONTRACTOR shall continue to be liable for the performance of all requirements of this
Agreement.
14.7. Successors and Assigns. This Agreement and the rights, privileges, duties, and obligations of NMC and
CONTRACTOR under this Agreement, to the extent assignable or delegable, shall be binding upon and
inure to the benefit of the parties and their respective successors, permitted assigns, and heirs.
14.8. Compliance with Applicable Law. The parties shall comply with all applicable federal, state, and local laws
and regulations in performing this Agreement.
14.9. Headings. The headings are for convenience only and shall not be used to interpret the terms of this
Agreement.
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AGREEMENT NO. A-11789 - MEDIC��14.10. Time is of the Essence. Time is of the essence in each and all of the provisions of this Agreement
14.11. Governing Law. This Agreement shall be governed by and interpreted under the laws of the State of
California.
14.12. Non-exclusive Agreement. This Agreement is non-exclusive and both NMC and CONTRACTOR
expressly reserve the right to contract with other entities for the same or similar services.
14.13. Construction of Agreement. NMC and CONTRACTOR agree that each party has fully participated in the
review and revision of this Agreement and that any rule of construction to the effect that ambiguities are
to be resolved against the drafting party shall not apply in the interpretation of this Agreement or any
amendment to this Agreement.
14.14. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same Agreement.
14.15. Integration. This Agreement, including the exhibits, represents the entire Agreement between NMC and
the CONTRACTOR with respect to the subject matter of this Agreement and shall supersede all prior
negotiations. Representations, or agreements, either written or oral, between NMC and CONTRACTOR
as of the effective date of this Agreement, which is the date that NMC signs the Agreement.
14.16. Interpretation of Conflicting Provisions. In the event of any conflict or inconsistency between the
provisions of this Agreement and the Provisions of any exhibit or other attachment to this Agreement, the
provisions of this Agreement shall prevail and control.
This space is left blank, intentionally
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7/28/2010-U04
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AGREEMENT NO. A-11789 - MEDIC��NATIVIDAD MEDICAL CENTER
By:
Date:
NMC Contracts/Purchasing Agent
By: C E.~/3 t E
Department Head if applicable)
Date:
CONTRACTOR
/)c 7ne i5OCIQ%IPS
Contractor's Business Name
irrti AK-60(c 1~.~/- enei
Na. e and Title
Date: O? t!e l
By:
Signature of Secretary, Asst. Secretary,
CFO, Treasurer or Asst. Treasurer)
Name and Title
Date:
***INSTRUCTIONS: If CONTRACTOR is a
corporation, including limited liability and non-
profit corporations, the full legal name of the
corporation shall be set forth above together with
the signatures of two specified officers. If
CONTRACTOR is a partnership, the name of the
partnership shall be set forth above together with the
signature of a partner who has authority to execute
this Agreement on behalf of the partnership, If
CONTRACTOR is contracting in and individual
capacity, the individual shall set forth the name of
the business, if any and shall personally sign the
Agreement,
NMC PSA Locum Tenens, over 5100,000
Page 8 of 8 2/13/200
Deleted: 2112/2009
Deleted: 2/5/2009
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BIB]
40387-U01
AGREEMENT-U02
NO.-U02
A-11789-U02
U02
MEDICAL-U02
DOCTOR-U02
ASSOCIATES-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89583-U03
AI93263-U03
DO93891-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15312-U05
3-U06
AUTHORIZE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AN-U07
AGREEMENT-U07
INTERIM-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
7/13/2010-U011
PHYSICIANS,-U012
LLC-U012
FORMERLY-U012
KNOWN-U012
AS-U012
INTERIM-U012
PHYSICIANS,-U012
INC.)-U012
AMENDMENTS-U012
MEDICAL-U012
DOCTOR-U012
ASSOCIATES-U012
STAFF-U012
CARE,-U012
INC.-U012
TO-U012
PROVIDE-U012
LOCUM-U012
TENENS-U012
PHYSICIAN-U012
SERVICES-U012
FISCAL-U012
YEAR-U012
2010-11.-U012
AGREEMENT NO. A-11789 - MEDIC��EXHIBIT B
INSURANCE JUSTIFICATION
Vendor/Contractor Name: Medical Doctors Associates
Commercial General Liability Insurance Endorsement
Business Justification:
Based on the Scope of Services provided herein, Commercial General Liability Insurance and the
endorsement to the Commercial General Liability Insurance is not applicable. The hospital does not foresee
any potential liability risks associated with this justification.
Automobile Liability Insurance Endorsement
Business Justification:
The vendor does not drive on the NMC Campus as part of the Agreement. NMC Administration requests that
the Automobile Liability Insurance and the Additional Insured Endorsement be waived for this vendor,
Workers' Compensation Insurance Requirements
Business Justification:
The vendor has no California employees at this time. However, in the event the vendor hires an employee(s),
vendor agrees to obtain Workers' Compensation Insurance coverage pursuant to this Agreement.
&Y William Foley Harry Weis
Chief Executive Officer Chief Financial Officer
i
Date: 10 1 Date: 2-(2-) tJ
BIB]
40387-U01
AGREEMENT-U02
NO.-U02
A-11789-U02
U02
MEDICAL-U02
DOCTOR-U02
ASSOCIATES-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89583-U03
AI93263-U03
DO93891-U03
C5-U03
AGREEMENTS-U03
7/28/2010-U04
RIVASR-U04
15312-U05
3-U06
AUTHORIZE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AN-U07
AGREEMENT-U07
INTERIM-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
7/13/2010-U011
PHYSICIANS,-U012
LLC-U012
FORMERLY-U012
KNOWN-U012
AS-U012
INTERIM-U012
PHYSICIANS,-U012
INC.)-U012
AMENDMENTS-U012
MEDICAL-U012
DOCTOR-U012
ASSOCIATES-U012
STAFF-U012
CARE,-U012
INC.-U012
TO-U012
PROVIDE-U012
LOCUM-U012
TENENS-U012
PHYSICIAN-U012
SERVICES-U012
FISCAL-U012
YEAR-U012
2010-11.-U012