COMPLETED BOARD ORDER AND AME��19
Before the Board of Supervisors in and for the
County of Monterey, State of California
Agreement No. A-11938
Authorize the Purchasing Manager for Natividad
Medical Center NMC) to execute Amendment No. 4 to
the Agreement A-11938) with Cynthia Harlowe for
Professional Consulting Services at NMC in an amount
not to exceed $200,000 in the aggregate and $50,000 for
the period July 1, 2011 to June 30, 2012
Upon motion of Supervisor Potter, seconded by Supervisor Armenta, and carried by those
members present, the Board hereby;
Authorized the Purchasing Manager for Natividad Medical Center NMC) to execute
Amendment No. 4 to the Agreement A-11938) with Cynthia Harlowe for Professional
Consulting Services at NMC in an amount not to exceed $200,000 in the aggregate and
$50,000 for the period July 1, 2011 to June 30, 2012.
PASSED AND ADOPTED on this 24th day of May, 2011, by the following vote, to wit:
AYES: Supervisors Armenta, Calcagno, Salinas, Parker, and 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 May 24, 2011.
Dated: May 24, 2011 Gail T. Borkowski, Clerk of the Board of Supervisors
County of Monterey, State of California
By
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COMPLETED BOARD ORDER AND AME��Original Agreement No or PO#. SC889)
AMENDMENT NO. 4
FOR PROFESSIONAL SERVICE AGREEMENT
BETWEEN Cynthia Harlowe AND
THE NATIVIDAD MEDICAL CENTER
FOR
Professional Consulting Services
The parties to Professional Service Agreement, dated July 1, 2009 between the County of Monterey, on
behalf of Natividad Medical Center NMC"), and Cynthia Harlowe Contractor), hereby agree to
amend their Agreement No. SC889) on the following terms and conditions:
1. Contractor will continue to provide NMC with the same scope of service as stated in the original
Agreement No. SC889).
2. This Amendment shall become effective on July 1, 2011 and shall continue in full force until June
30, 2012.
3. The total amount payable by County to Contractor under Agreement No. SC889) shall not exceed
the total sum of $200,000 for the full term of the Agreement and $50,000 for fiscal year 2011-
2012.
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. SC889).
IN WITNESS WHEREOF, 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.
CONTRACTOR
Signature C-tM t,/ 4,6"", Dated
Printed r\4nne- l~ji'dL Lt.ln/~ Title12%+/f<}tT~LLtw~fri,j~
NATIVIDAD MEDICAL CENTER
Signature
Dated
Purchasing Manager
Signature LS d Dated J
NMC CEO
Approved as to Legal Form:
Charles J. McKee, County Counsel
tact' Saetta. l el3ut
Attorneys for County and NMC
Dated: 2011
tor- o troller
County Monterey
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SIGNED BOARD REPORT AND SUPPO� �MONTEREY COUNTY BOARD OF SUPERVISORS
MEETING: May 24, 2011 AGENDA NO.: j
SUBJECT: Authorize the Purchasing Manager for Natividad Medical Center NMC)
to execute Amendment #4 to the Agreement A-11938) with Cynthia
Harlowe for Professional Consulting Services at NMC in an amount not
to exceed $200,000 in the aggregate and $50,000 for the period July 1,
2011 to June 30, 2012.
DEPARTMENT: Natividad Medical Center
RECOMMENDATION:
It is recommended that the Board of Supervisors Authorize the Purchasing Manager for Natividad
Medical Center NMC) to execute Amendment #4 to the Agreement A-11938) with Cynthia
Harlowe for Professional Consulting Services at NMC in an amount not to exceed $200,000 in the
aggregate and $50,000 for the period July 1, 2011 to June 30, 2012.
SUMMARY/DISCUSSION:
NMC is accredited by the Joint Commission, a non-profit organization that accredits over 18,000
healthcare organizations and programs in the United States. The accreditation process includes
ongoing compliance with the Joint Commission standards which are designed to help organizations
improve the safety and quality of care, treatment and services, an annual self-assessment for
compliance with all standards, and an onsite survey every three years. The hospital will be surveyed
by the Joint Commission during the calendar year 2011.
Cynthia Harlowe has provided onsite consulting services for Joint Commission survey preparation
and the actual survey for NMC for over 15 years. NMC has performed well in all five onsite surveys
where she provided consultation services. Her current agreement provides for onsite consulting
services to assist NMC in completing, scoring the annual self-assessment, in providing input on
establishing action plans for maintaining compliance with all standards and providing on-site
assistance for the actual survey. Because the hospital will be surveyed during the calendar 2011,
there is a need to continue to contract for Cynthia Harlowe's consulting services.
The recommendation is that the dollar amount for the agreement with Cindy Harlowe be for 50,000
for Fiscal Year 2012 and therefore a total of $200,000 for the 2-year contract.
OTHER AGENCY INVOLVEMENT:
The Amendment has been reviewed and approved by County Counsel, the Auditor/Controller's
office and the Natividad Medical Center Board of Trustees.
FINANCING:
The cost for this Amendment is $50,000 and is included in the 2011/2012 Fiscal Year
Recommended Budget. This action will not require any additional General Fund subsidy.
Prepared by:
Jane Finney, 755-4095 Harry Weis
April 14, 2011 Chief Executive Officer
Attachments: Amendments #1, 2 & 3, 4, Original Agreement, Board Order
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SIGNED BOARD REPORT AND SUPPO� �MONTEREY COUNTY BOARD OF SUPERVISORS
MEETING: February 15, 2011
AGENDA NO.:
SUBJECT: Authorize the Purchasing Manager for Natividad Medical Center NMC)
to execute Amendment #3 to the Agreement with Cynthia Harlowe for
Professional Consulting Services at NMC in an amount not to exceed
$150,000 an increase of $50,000) for the period February 1, 2011 to June
30, 2011.
DEPARTMENT: Natividad Medical Center
RECOMMENDATION:
It is recommended that the Board of Supervisors authorize the Purchasing Manager for Natividad
Medical Center NMC) to execute Amendment #3 to the Agreement with Cynthia Harlowe for
Professional Consulting Services at NMC in an amount not to exceed $150,000 an increase of
$50,000) for the period February 1, 2011 to June 30, 2011.
SUMMARY/DISCUSSION:
NMC is accredited by the Joint Commission, a non-profit organization that accredits over 18,000
healthcare organizations and programs in the United States. The accreditation process includes
ongoing compliance with the Joint Commission standards which are designed to help organizations
improve the safety and quality of care, treatment and services, an annual self-assessment for
compliance with all standards, and an onsite survey every three years. The hospital will be surveyed
by the Joint Commission during the calendar year 2011.
Cynthia Harlowe has provided onsite consulting services for Joint Commission survey preparation
and the actual survey for NMC for over 15 years. NMC has performed well in all five onsite surveys
where she provided consultation services. Her current agreement provides for onsite consulting
services to assist NMC in completing and scoring the annual self-assessment and in providing input
on establishing action plans for maintaining compliance with all standards.
There is an acute need to increase the scope of Cynthia Harlowe's work because of the vacancy in
the Surgical Services Nursing Director Position. Her additional work will be operational and will
include assisting hospital staff in implementing process changes in the Operating Room and
Outpatient Surgery areas to assure complete compliance with the Joint Commission Standards.
The recommendation is that the dollar amount for the agreement with Cindy Harlowe be increased
by $50,000 for Fiscal Year 2011 for a total of $100,000 for fiscal year 2011 and therefore a total of
$150,000 for the 2-year contract. With the vacancy in the Surgical Services Nursing Director, there
is an acute need for her services to assist staff in the Operating Room and Outpatient Surgery areas
to implement process changes assuring complete compliance with the Joint Commission standards.
This increase allows for an additional 20 on-site days at $2500 per day.
NMC has completed the recruitment and hiring of a new Surgical Services Nursing Director. The
new director is scheduled to start in March 2011.
BIB]
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SIGNED BOARD REPORT AND SUPPO� �OTHER AGENCY INVOLVEMENT:
The Amendment has been reviewed and approved by County Counsel, the Auditor/Controller's
office and the Natividad Medical Center Board of Trustees.
FINANCING:
The cost for this Amendment is $50,000 and is included in the 2010/2011 Fiscal Year Approved
Budget. This action will not require any additional General Fund subsidy.
Prepared by:
Jane Finney, 755-4095
January 13, 2011
Harry Weis
Chief Executive Officer
Attachments: Amendments #1, 2 & 3, Original Agreement, Board Order
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SIGNED BOARD REPORT AND SUPPO� �26
Before the Board of Supervisors in and for the
County of Monterey, State of California
Agreement No. A-11938
Authorize the Purchasing Manager for Natividad
Medical Center NMC) to execute Amendment #3
to the Agreement with Cynthia Harlowe for
Professional Consulting Services at NMC in an
amount not to exceed $150,000 an increase of
$50,000) for the period February 1, 2011 to June
30, 2011
Upon motion of Supervisor Potter, seconded by Supervisor Armenta, and carried by those members
present, the Board hereby;
Authorized the Purchasing Manager for Natividad Medical Center NMC) to execute
Amendment #3 to the Agreement with Cynthia Harlowe for Professional Consulting Services
at NMC in an amount not to exceed $150,000 an increase of $50,000) for the period
February 1, 2011 to June 30, 2011.
PASSED AND ADOPTED on this 1s` day of March, 2011, by the following vote, to wit:
AYES: Supervisors Armenta, Calcagno, Salinas, Parker, and 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 March 1, 2011.
Dated: March 1, 2011 Gail T. Borkowski, Clerk of the Board of Supervisors
County of Monterey, State of California
7.JL
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SIGNED BOARD REPORT AND SUPPO� �Original Agreement No or PO#. SC889)
AMENDMENT NO.3
FOR PROFESSIONAL SERVICE AGREEMENT
BETWEEN Cynthia Harlowe AND
THE NATIVIDAD MEDICAL CENTER
FOR
Professional Consulting Services
The parties to Professional Service Agreement, dated July 1, 2009 between the County of Monterey, on
behalf of Natividad Medical Center NMC"), and Cynthia Harlowe Contractor), hereby agree to
amend their Agreement No. SC889) on the following terms and conditions:
1. Contractor will continue to provide NMC with the same scope of service as stated in the original
Agreement No. SC889).
2. This Amendment shall become effective on February 1, 2011 and shall continue in full force until
June 30, 2011.
3. The total amount payable by County to Contractor under Agreement No. SC889) shall not exceed
the total sum of $150,000 for the full term of the Agreement and $100,000 for fiscal year 2010-
2011.
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. SC889).
IN WITNESS WHEREOF, 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.
CONTRACTOR
Signature t, a V U,>A o1~ a___. Dated 1113 b 8 t I
Printed Name
NATIVIDAD MEDICAL CENTER
Signature l---
Purchasing Manager
Signature
NMC CEO
Approved as to Legal Form:
Charles J. McKge, County Counsel
By
Stacy Saetta, Depffny
Attorneys for County and N1vIC
k1�41Lt AAe
Title 9 wt6 eel, et-,l'-
Dated
Dated l l 1
oVlSloflated: Zt~-2011
antra~~e \
r~
Monterey
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SIGNED BOARD REPORT AND SUPPO� �Original Agreement No or PO#. BPO310)
RENEWAL AMENDMENT NO. 2
FOR PROFESSIONAL SERVICE AGREEMENT
BETWEEN Cynthia Harlowe AND
THE NATIVIDAD MEDICAL CENTER
FOR
Professional Consulting SERVICES
The parties to Professional Service Agreement, dated July 1, 2009 between the County of Monterey, on
behalf of Natividad Medical Center NMC"), and Cynthia Harlowe Contractor), hereby agree to renew
their Agreement No. BPO310) 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. BPO310).
2. This Renewal Amendment shall become effective on July 1, 2010 and shall continue in full force
and extending the term date until June 30, 2011.
3. The total amount payable by County to Contractor under Agreement No. BPO310) shall not
exceed the total sum of $100,000 for the full term of the Agreement and $50,000 for fiscal year
2010-2011.
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. BPO310).
IN WITNESS WHEREOF, 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.
CONTRACTOR
Signature
f &iy" l!1 T f
Printed Name
711A G, t i,l4
NATIVIDAD 77 AL CENTER
SignatI
Purchasing Manager
Signature
NMC CEO
Approved as to Legal Form:
Charles J. McKee, County Counsel
By
Stacy Saetta, Dcaiity
Attorneys for County and NMC
p ditar- nfir�ller 0-10
Ceun~1 o MonteteY
Dated
Title
Dated
Dated 4
Dated: 2010
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SIGNED BOARD REPORT AND SUPPO� �Origina(AgreementNo orPO# BPO #310)
AMENDMENT NO.1
FOR PROFESSIONAL SERVICE AGREEMENT
BETWEEN Cynthia Harlowe AND
THE NATIVIDAD MEDICAL CENTER
FOR
Professional Consulting SERVICES
The parties to Professional Service Agreement, dated July 1, 2009 between the County of Monterey, on
behalf of Natividad Medical Center NMC"), and Cynthia Harlowe Contractor), hereby agree to
amend their Agreement No. BPO #310) on the following amended terms and conditions:
1. Contractor will provide NMC with the additional scope. of service as stated in Exhibit C, which
shall be attached to the original Agreement No. BPO #310).
2. This Amendment shall become effective on February 1, 2010 and shall continue in full force until
June 30, 2010.
3. The total amount payable by County to Contractor under Agreement No. BPO #310) shall not
exceed the total sum of $50,000 for the full term of the Agreement and $50,000 for fiscal year
2009-2010.
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. BPO #3 10).
IN WITNESS WHEREOF, 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.
CONTRACTOR
Signature_ Dated
Printed Name
4 PM"'-JA W1 r jn�
NATIVIDAD ME ICAL CENTER
Signature
Purchasing Manager
S ggnature
NMC CEO
Approved as to Legal Form:
Charles J. McKee, County Counsel
By
Stacy Saetti, Depu
Attorneys for County and NMC
cud or-~ e ey
Title nj
Dated 3 2 2
Dated e b It izz~
Dated: 2010
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SIGNED BOARD REPORT AND SUPPO� �NATIVIDAD MEDICAL CENTER
Ferguson, Harlowe, & Associates
EXHIBIT C
Contractor will perform professional consulting services February 1, 2010 through June 30, 2010 as
outlined below:
A. Provide on-site services, the equivalent of 20 days.
B. Assist Natividad Medical Center in further implementation of the Joint Commission's Medical
Staff Standards related to the Ongoing Professional Practice Evaluation OPPE) and the Focused
Professional Practice Evaluation FPPE); review and revise the organization's Peer Review
Policy, assist in the development of bi-annual reports for the OPPE for each physician service and
assist in the development of criteria, content, and format of an FPPE.
C. Assist Natividad Medical Center in completing and scoring the 2009 Joint Commission's Periodic
Performance Review PPR) self-assessment, provide input on establishing action plans and
Measure of Success MOS).
D. Address each functional area within the 2009 Joint Commission Manual to include the Patient
Safety Goals as applicable to each care setting, new Medication Use Standards, review of
Environment of Care standards updates and interpretations, Medical Staff Standards and Natividad
Medical Center's Priority Focus Areas as defined by the Joint Commission.
E. Conduct appropriate interviews with leader or representative for each of the functional areas, in
accordance with the CAMH manual, who can discuss the activity and responsibilities of the
functional area and has responsibility to implement an action.plan for compliance.
F. Conduct interview(s) with representative who can describe the medical staff peer review process
and the medical staff's involvement in performance improvement.
G. Utilize appropriate staff interviews, document review, tracers, observation of practices, review of
systems and processes, and medical record review to complete the PPR process.
County will pay contractor fees as follows:
I.- Two-thousand five hundred dollars $2,500.00) per day for on-site consulting services. On-site
consulting fees are based on a maximum nine-hour work day. On-site services in excess of nine
hours per day will be billed at the consultant's hourly rate.
2. Off-site consulting services, including review and preparation of documents and reports, will be
billed at two hundred fifty dollars $250.00) per hour plus expenses. Expenses include
transcription, supplies, and other expenses directly related to the project.
3. Physician oversight time will be billed at three hundred dollars $350.00) per hour. Physician
oversight to include review and preparation of documents and reports.
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SIGNED BOARD REPORT AND SUPPO� �AI At Natividad MEDICALCENTER
COUNTY OF MONTEREY AGREEMENT FOR PROFESSIONAL SERVES
NOT TO EXCEED $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 Cynthia Harlowe
hereinafter CONTRACTOR").
In consideration of the mutual covenants and conditions set forth in this Agreement, the parties agree as
follows:
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: Professional Consulting
Services
1. 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 $25,000
2 awn 30,2010
TERM OF AGREEMENT. The term of this Agreement is from Jul 1., 2009 1 to l
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.
3. ADDITIONAL PROVISIONS/EXHIBITS, The following attached exhibits are incorporated herein by
reference and constitute a part of this Agreement:
Exhibit A/Schedule A: Scope of Services/Payment Provisions
4. PERFORMANCE STANDARDS.
4.1. 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.
4.2. 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.
I
Revised 12/112008 NMG PSA Form $100,000 or Less 1
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�4.3. 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, instruments, or
supplies) or personnel for any purpose other than in the performance of its obligations under this
Agreement.
5. PAYMENT CONDITIONS.
5.1. 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 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 30 days of receiving the certified invoice.
5.2. CONTRACTOR shall not receive reimbursement for travel expenses unless set forth in this
Agreement.
6. TERMINATION.
6.1. 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.
6.2. 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.
7. INDEMNIFICATION: CONTRACTOR shall indemnify, defend and hold harmless. NMC and the
County of Monterey hereinafter County"), it officers, agents and employees from any claim, liability,
loss, injury or damage arising out of, or in connection with, performance of this Agreement by
CONTRACTOR and/or its agent, employees or sub-contractors, excepting only low, injury or damage
caused by the negligence or willful misconduct of personnel employed by NMC. It is the intent of the
parties to this Agreement to provide the broadest possible coverage for NMC. The CONTRACTOR shall
reimburse NMC for all costs, attorneys' fees, expenses and liabilities incurred with respect to any
litigation in which the CONTRACTOR is obligated to indemnify, defend and hold harmless NMC and the
County under this Agreement.
8. INSURANCE.
8.1. 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
I
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�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.
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.
8.2. 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.
8.3. 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.
j i 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 $500,000 per occurrence.
r] 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.
E 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).
Revised 12/1!2008 NMC PSA Form $100,000 or Less 3
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�8,4. 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 N IC 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 of Monterey, its o cers, agents, and employees as Additional insureds with respect to liability
arising out of the Contractor`s work. including ongoing and completed overations, 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 201010 01 in tandem with CG 20 3710
01 2000). The required endorsement from for Automobile Additional Insured Endorsement is ISO Form
CA 20480299.
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 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
Revised 12/1/2008M C PSA Form $100,000 or Less 4
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�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 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
I
Revised 12/1/2008 NMC PSA Form $100,000 or Less 5
BIB]
40715-U01
SIGNED-U02
BOARD-U02
REPORT-U02
SUPPORTING-U02
DOCS-U02
LI21329-U03
FO96183-U03
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FO99716-U03
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AS99817-U03
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AI102072-U03
DO103352-U03
C10-U03
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REPORTS-U03
6/20/2011-U04
MARCELLAC-U04
16530-U05
1-U06
AUTHORIZE-U07
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PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
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NMC)-U07
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EXECUTE-U07
AMENDMENT-U07
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960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
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AGREEMENT-U012
A-11938)-U012
CYNTHIA-U012
HARLOWE-U012
PROFESSIONAL-U012
CONSULTING-U012
SERVICES-U012
AT-U012
NMC-U012
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AN-U012
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TO-U012
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THE-U012
PERIOD-U012
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2012.-U012
SIGNED BOARD REPORT AND SUPPO� �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.
FORNATIVIDAD MEDICAL CENTER:
Contracts/Purchasing Manager
Name
1441 Constitution Blvd. Salinas, CA. 93906
Address
831.755.4111
Phone
14. MISCELLANEOUS PROVISIONS,
FOR CONTRACTOR:
Cynthia E. Harlowe, MSN, CPHQ
Name and Title
1721 NW Cllffslde Way
Redmond, OR 97756
Address
541.390.3991
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 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
i
Revised 12/1/2008 NMC PSA Form $100,000 o, Less 6
BIB]
40715-U01
SIGNED-U02
BOARD-U02
REPORT-U02
SUPPORTING-U02
DOCS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99716-U03
MG99791-U03
AS99817-U03
AS99818-U03
AI102072-U03
DO103352-U03
C10-U03
BOARD-U03
REPORTS-U03
6/20/2011-U04
MARCELLAC-U04
16530-U05
1-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
4-U07
TO-U07
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/13/2011-U011
AGREEMENT-U012
A-11938)-U012
CYNTHIA-U012
HARLOWE-U012
PROFESSIONAL-U012
CONSULTING-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$200,000-U012
IN-U012
THE-U012
AGGREGATE-U012
$50,000-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012.-U012
SIGNED BOARD REPORT AND SUPPO� �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,
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.
Revised 12/1/2008 NMC PSA Form $100,000 or Less 7
BIB]
40715-U01
SIGNED-U02
BOARD-U02
REPORT-U02
SUPPORTING-U02
DOCS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99716-U03
MG99791-U03
AS99817-U03
AS99818-U03
AI102072-U03
DO103352-U03
C10-U03
BOARD-U03
REPORTS-U03
6/20/2011-U04
MARCELLAC-U04
16530-U05
1-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
4-U07
TO-U07
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/13/2011-U011
AGREEMENT-U012
A-11938)-U012
CYNTHIA-U012
HARLOWE-U012
PROFESSIONAL-U012
CONSULTING-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$200,000-U012
IN-U012
THE-U012
AGGREGATE-U012
$50,000-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012.-U012
SIGNED BOARD REPORT AND SUPPO� �NATTVIDAD MEDICAL CENTER
CONTRACTOR
Cynthia E. Harlowe, MSN, CPHQ
NMC Contracts/Purchasing Agent
r
Date:
By:
Department Head if applicable)
Contractor's Business Name***
Si nature of Chair, President, or Vice-President
Cynthia E. Harlowe, MSN, CPHQ
Name and Title
Deputy County Counsel
/ X0 1A 0
iiliam Litt
Date:
1 1
Approved as to sal ProViAo
By:
Auditor!"Controi e
Date: 1 0
Date: 0.9
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.
Revis.-d NMC PSA Form $100,000 or Less S
12-I-06
BIB]
40715-U01
SIGNED-U02
BOARD-U02
REPORT-U02
SUPPORTING-U02
DOCS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99716-U03
MG99791-U03
AS99817-U03
AS99818-U03
AI102072-U03
DO103352-U03
C10-U03
BOARD-U03
REPORTS-U03
6/20/2011-U04
MARCELLAC-U04
16530-U05
1-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
4-U07
TO-U07
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/13/2011-U011
AGREEMENT-U012
A-11938)-U012
CYNTHIA-U012
HARLOWE-U012
PROFESSIONAL-U012
CONSULTING-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$200,000-U012
IN-U012
THE-U012
AGGREGATE-U012
$50,000-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
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30,-U012
2012.-U012
SIGNED BOARD REPORT AND SUPPO� �NAT]VIDAD MEDICAL CENTER
Ferguson, Harlowe, & Associates
EXHIBIT A
Contractor will perform professional consulting services July 2009 through December 2009 as outlined
below:
A. Provide on-site services, the equivalent of 20 days.
B. Assist Natividad Medical Center in further implementation of the Joint Commission's Medical
Staff Standards related to the Ongoing Professional Practice Evaluation OPPE) and the Focused
Professional Practice Evaluation FPPE); review and revise the organization's Peer Review
Policy, assist in the development of bi-annual reports for the OPPE for each physician service and
assist in the development of criteria, content, and format of an FPPE.
C. Assist Natividad Medical Center in completing and scoring the 2009 Joint Commission's Periodic
Performance Review PPR) self-assessment, provide input on establishing action plans and
Measure of Success MOS).
D. Address each functional area within the 2009 Joint Commission Manual to include the Patient
Safety Goals as applicable to each care setting, new Medication Use Standards, review of
Environment of Care standards updates and interpretations, Medical Staff Standards and Natividad
Medical Center's Priority Focus Areas as defined by the Joint Commission.
E. Conduct appropriate interviews with leader or representative for each of the functional areas, in
accordance with the CA_MH manual, who can discuss the activity and responsibilities of the
functional area and has responsibility to implement an action plan for compliance.
F. Conduct interview(s) with representative who can describe the medical staff peer review process
and the medical staff's involvement in performance improvement.
G. Utilize appropriate staff interviews, document review, tracers, observation of practices, review of
systems and processes, and medical record review to complete the PPR process.
County will pay contractor fees as follows:
1. Two-thousand five hundred dollars $2,500.00) per day for on-site consulting services. On-site
consulting fees are based on a maximum nine-hour work day. On-site services in excess of nine
hours per day will be billed at the consultant's hourly rate.
2. Off-site consulting services, including review and preparation of documents and reports, will be
billed at two hundred fifty dollars $250.00) per hour plus expenses. Expenses include
transcription, supplies, and other expenses directly related to the project.
3, Physician oversight time will be billed at three hundred dollars $350.00) per hour. Physician
oversight to include review and preparation of documents and reports.
BIB]
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FO96183-U03
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FO99716-U03
MG99791-U03
AS99817-U03
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C10-U03
BOARD-U03
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6/20/2011-U04
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16530-U05
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EXECUTE-U07
AMENDMENT-U07
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4-U07
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THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/13/2011-U011
AGREEMENT-U012
A-11938)-U012
CYNTHIA-U012
HARLOWE-U012
PROFESSIONAL-U012
CONSULTING-U012
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AT-U012
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IN-U012
AN-U012
AMOUNT-U012
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EXCEED-U012
$200,000-U012
IN-U012
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AGGREGATE-U012
$50,000-U012
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2012.-U012
SIGNED BOARD REPORT AND SUPPO� �BUSINESS ASSOCIATE AGREEMENT
This Agreement, hereinafter referred to as Agreement", is made effective July 1, 2009 by and between
the County of Monterey, a political subdivision of the State of California, on behalf of Na'tividad Medical
Center, hereinafter referred to as Covered Entity", and Cynthia Harlowe hereinafter referred to as Business
Associate", individually, a Party" and.collectively, the Parties").
WITNESSETH;
WRBE AS, Sections 261 through 264 of the federal Health Insurance Portability and Accountability
Act of 1996, Public Law 104-191, irnown as theAdm4-dptrative Sirpplifieaticn provisions," direct the
Department of Health and Human Services to develop standards to protect the security, confidentiality and
integrity of health information; and
W MFAS, pursuant�tQ the Administrative Simplification provisions, the Secretary of Health, and
Human Services has-issued regulations modifying 45 CPR Parts 160 and 164 the FHPM Privacy Rule"); and
WHEREAS, the State of California has enacted statutes designed to safeguard patient privacy including,
without limitation, the Confidentiality of Medical Information Act CMIA." California Civil Code 56 at seq.,
Senate Bill 541,'enacted September 3Q, 2008, and Assembly Bill 211, enacted September 30, 2008; and
YT +.REJ S~'the parties.aclsriav~lddgt that: Cal'if'ornia law.may include pra~islons mor;e:stringeut and
more protective of the confident ality bf:hcalth b if rinatipn than the prodsions�ofT A.A;. and
WHETl,EAS, the Parties wish.; to- attar into or hive entered into an arr�_angemeiit whereby Business
Associate will provide certain services to Covered Entity, hereby referred to as the Service Agreement" and,.
pursuant to Such arran~ement,�Business Associate slay be considered a business. associate" of Covered Entity as
defined it the HIPAA Privacy Rule and under California law; and
K'$EREE},S,.B.usi~aess tlsaoiate niia~j,he.3ecESS to Pro.teeted Heapli:?rri?atoxr.�(asdened. heio~v)'iri;
fulfillnsg`itsresporisrbihUnes it ex, uc g am ea erit;
TL-IEREFORE, iii tionsideratioii g1'tlre'Part es continuing, bl? rgatians,urnderthe S. zv ce Agreement,
compliance with the IIT?AA Privacy Rule, compliance. with California lave, and other good and valuable
consideration, the receipt anti sufficiency of which is hereby aclcnow1edged, the Parties agree to the prgviaioxns of
this Agreement in order to address. the requimments of the ITIPAA Privacy Rule and California law and to protect
the interests ofboth�Parti.es,
DEFINITIONS
Except as otherwise defined, herein5ny aind.all. capitalized�terrns in this S.ectidn shall have tbo. definitions get fortl
in the HIPAA. Privacy thine, hi fhe event off' an inconsistency between the provisions of tbis:Agreeznent and
mandatory provisions of the IHPAAJ'zivaayR'ule,!a& amended, the 11IPAA Privacy Rule shall controlin�the
event of an inconsistencybetween the provisions of tints Agreement and. mandatory provisions of CMIA or other
California law, California law snail control,. Where provisions of this Agreernerit are different than those
mandated in the 1IIPAA PrivacyRule alid,.Califoniia law, but nonetheless are permitted bythe 1-17PAA Privacy
Role and California law, th p'rdvi$ions of files Agcee tent Shall control.
The retie' Protected X- ealth.lnfci't raf'oc' tileails.ineli'vidtiallyi ldeiYtifi,t>Sle health itifgrrnatigtl'ir cltt ing, witl o:it
lit tjou, all.-iuforirration;� data, tioeuinonration; hnd s~iaterials;: urcludu ga ijlio, rt linrrtatictlr,. exnogratrllic;
Revised I 26-08
BIB]
40715-U01
SIGNED-U02
BOARD-U02
REPORT-U02
SUPPORTING-U02
DOCS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99716-U03
MG99791-U03
AS99817-U03
AS99818-U03
AI102072-U03
DO103352-U03
C10-U03
BOARD-U03
REPORTS-U03
6/20/2011-U04
MARCELLAC-U04
16530-U05
1-U06
AUTHORIZE-U07
THE-U07
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MANAGER-U07
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MEDICAL-U07
CENTER-U07
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TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
4-U07
TO-U07
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/13/2011-U011
AGREEMENT-U012
A-11938)-U012
CYNTHIA-U012
HARLOWE-U012
PROFESSIONAL-U012
CONSULTING-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$200,000-U012
IN-U012
THE-U012
AGGREGATE-U012
$50,000-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
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JUNE-U012
30,-U012
2012.-U012
SIGNED BOARD REPORT AND SUPPO� �medical and financial information, that relates to the past, present, or future physical or mental health or condition
of an individual; the provision of health care to an individual; or the past, present, or future.payment for the
provision of health care to an individual; and that identifies the individualor with respect to which there.%s a.
reasonable basis to believe the information can be used to identify the individual.
Business Associate acknowledges and agrees that all Protected Health Information that is created or received by
Covered Entity and disclosed or made available in any form, including paper record, oral communication, audio
recording, and electronic display by Covered Entity or its operating units to Business Associate or is created or
received by Business Associate on Covered Entity's behalf shall be subject to this Agreement.
H.
CONFIDENTIALITY REOUIRIII ENTS
a) Business Associate agrees:
i) to access, use, or disclose any Protected Health Information solely: 1) for meeting its
obligations as set forth in any agreements between the Parties evidencing their business relationship or 2)
as required by applicable law, rule or regulation, or by accrediting or eredentialing organization to whom
Covered Entity is required to disclose such information or as otherwise permitted under this Agreement,
the Service Agreement if consistent with this Agreement the HIP AA Privacy Rule, and California law),
the HIPAA Privacy Rule, or California laaw and 3) as-would be permitted�by the HIFAA Privacy Rule
and California law if such use or disclosure were made-by Covered Entity;
ii) at terminatigri of this Agreeinexit, the Service Agreement or� any siniilar� documentatioi.
of the btsiriess relationship, oftlweParties), or upon request. of Covered-Entity; wh clieveL occurs st,'i
feasible; Business Asso iat will retiiin or destroy all Rrotected lfealtlr.hiformation' received from or
created orreceived by Business.A'ssoeiate on behalf of Covered Entity that B'itsiness Associate still
maintains in any fgrxn andretain no copies of such information, or ifsuch return or destruction is. not
feasible, Business Associate will extend theprotections of this Agreement to the information and lim1t.
further access, uses, and, disclosures�to those purposes that make the return or destruction of the
inforrliationnot feasible; and
iii) to ensure that its agents; including a,subcontraotor, to whom it provides Protected Health
Information, received frorzt.ox created by Business Associate oa behalf of.Covered. Entity;'agrees�to the
satire sestrictigns and, conditions that apply-to lz4siness Associate with respect to such irifortatign, In
addifion,'Business Associate agrees to take reasonable steps�to ensure that its, employees' actions or
emissions do notoause Busiiness:Assooiate to breach-the-tev:ris of this Agreement,
b) lyotwithstariding the prohibitions set forth in this Agr6ement,'Business Associate may use and
disclose Protected Health Informatigo as follows:
i) if aecessary,.for the proper management and administratio.�n of: Business Associate or to
carry out the legal responsibilities of Business Assooiate, provided that-as to. any such disclosure, the
following requirements are.mett
A) the'4ltaclosiire is.required by law; or
B.,tlsii e,~ As3ociat zf]-t n easona~le assurances frond tne-person to. whom the
inforinatio is di$c.1'osed that itv ill be'ietd cozifidentially'4ztd a; cessed,used, orrfttrther:discloseli
only as required bylaw or for the.purpose for which it was disclosed to the�persotr, arid the person
notifies Business Associate of any instances of which it is aware in which the confidcntialii-l, of
the information has been breached, within five calendar days of discovering said breach of
con4d.entiality;
ii) for data aggregation services, if to be provided byBusiness Associate for the health care
operations of Covered Entity. pursuant to any agreements between the Parties evidencing their business
relationship,. Forpiu,poses-of tliis.A.gree=t, data agregation.services,xneans the.oomrbining of
Prot gt:td Heal#11 TnforinaiioiY by Tusiness Associate with: the pr otected. health.uti<xrtnatian received by
Rav sed 12.26.09
BIB]
40715-U01
SIGNED-U02
BOARD-U02
REPORT-U02
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DOCS-U02
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FO96183-U03
FO96184-U03
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6/20/2011-U04
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16530-U05
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AMENDMENT-U07
NO.-U07
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THE-U07
960-NMC-U08
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5/13/2011-U011
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HARLOWE-U012
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IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$200,000-U012
IN-U012
THE-U012
AGGREGATE-U012
$50,000-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012.-U012
SIGNED BOARD REPORT AND SUPPO� �Business Associate in its capacity as a business associate of arbother covered entity, to permit datti
arudyses that relate to the health care operations of tlreTespootiye covered entities.
c) Business Associate will implement appropriate safeg lards to prevent access to, use of, or
disclosure of Protected Health Information other than as permitted in this Agreement. The Secretary of
Health and Human Services shall have the right to audit Business Associate's records and practices
related to use and disclosure of Protected Health Information to ensure Covered Entity's compliance with
the terms of the FIIPAA Privacy Rule. Business Associate shall report to, Covered Entity any access, use,
or disclosure of Protected Health Information which is not in compliance with the terms of this
Agreement of which it becomes aware within five calendar days of discovering such improper access,
use; or disclosure. In addition, Business Associate agrees to mitigate, to the extent practicable, any
harmful effect that Is known to Business Associate ofa use, disclosure, or access of protected Taealth
Information by Business Associate in violation of the requirements of this Agreement,
M.
AVAMARITATV OF PHI
Business Associate agrees to make available Protected Health Information to the oxtent and in the manner
required by Section 164.524� of the H1;P:: A Privacy Rule, Busi ies.s Associate agrees to make Protected Health
Information available for�amendment and incomeorate any amendments to Protected Health Informa:aoli in
accordance with the requirements cif Section 164.526 bfthe HIP A4:Privacy Soule In addition, Business
Associate agrees to nialce.Protecte"d�Xlealth Information available for purposes.ofacoounting of disdlosures;.:as
required by Section 164:52$ ofthe B PAf1 Privacy Rule:.
I V, T11iRMCNATION.
Notwithstanding anything in this" Agrccm t to the contrary,, CpYereO Entity shall'�have the right to tenniriam this
Agreement and the Service Agreement i:iarnediately if.' Covtred Entity deteimi;ies�tbc:t Business'Assoeiate has
violated anyn:aterial terra of this. Agreement, If Coverad En;ity.ressopably b ylzeves that Business Associate will
violate a material term of this Agreement and, where practicable; Covered Entitygivea. writteta notice�t'o Brininess
Associate ofsucli;belief Within:areasonable time of er� iorniing such belief, and' usiness Associate fails.to
provide adequate 4-ittsn assurances, to ove'-edsEi}tity that it will tot.bt�each tbe-cited. teriri of this Agreement
v it in a reasonable period>of tiYne'gsv n iiie specffie circusistan~es,.biitni g iyevent;,bafore the threatened breach.
is"to occur, thett.Covered fliti.tyshall'h_ave^t~ e tIgh t:tq'.:ter;ninate,thi's Agreemeahan'd`tie Service Agreeing' t
itntnediatehy; And seek injzlnctive and'/tit d'eclaratoryr lief iti a court of sw having tuisdiction over Business
Associate.
V. 1tiIISGF~I,1JAi`T]/.
Except as expressly s ated liereitr,.iii.'the I AA t u y tle; Qr unaer`Calii'dr�.;ua 1'aw,.theeparties to this
Agreement do� not intend to create anyriglrts in airy third yartles, Tire, obligations; of:Business Associate unFier tkii's
Section shall.survive the,expirati'on, temnnation; or cancellation of this Agteenria rit, tho Service Agreement and/or
the-business relationship of the parties, and shill continue to bittrl Business. Associate, its.agents, employees,
contractors, successors', and assigns.as set.foith,herein,
This Agreenient'may be a'men4ed or tnidi:fled,oitiy in a w itipg-signed by the Pad tries. Na Party may assign its
respective rights and!obligatiops and er:this Agreement witllqut the prior written.consent.ofthc other Party. Norge
of the provisiosis of this Agreement are' ntende1to create,, nor will-they be deemed to:.cr.eate any relationship
between the Pei ties ether than t s it of inclependeittpartieS contracting ix nth each other solely fat the.puritoses of
effectingthe provisions. of this t~gree~ncpt.en ctl}y othzer a eements.li t~vice'n the Parties'evidei3eiiig:their bus ens
relationship, f'tiis Agr~r>xerit will;be governed"bj~,rhe lads efthe State of`Cdlifvrt?ia o clxatrgo) warver:oi'
Revised 12.26-0a-
t
BIB]
40715-U01
SIGNED-U02
BOARD-U02
REPORT-U02
SUPPORTING-U02
DOCS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99716-U03
MG99791-U03
AS99817-U03
AS99818-U03
AI102072-U03
DO103352-U03
C10-U03
BOARD-U03
REPORTS-U03
6/20/2011-U04
MARCELLAC-U04
16530-U05
1-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
4-U07
TO-U07
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/13/2011-U011
AGREEMENT-U012
A-11938)-U012
CYNTHIA-U012
HARLOWE-U012
PROFESSIONAL-U012
CONSULTING-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$200,000-U012
IN-U012
THE-U012
AGGREGATE-U012
$50,000-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012.-U012
SIGNED BOARD REPORT AND SUPPO� �discharge of any liability or obligation hereunder on any one or more occasions shall be deemed a waiveilof
performance of any continuing or other obligation, or shall prohibit enforcement of any obligatiop, on any other
occasion.
The parties agree that, in the event that any' documentation of the parties, pursuant to which Business Associate
provides services to Covered Entity contains provisions relating to the use or disclosure of Protected Health
Information which are more restrictive than the provisions of this Agreement, the provisions of the more
restrictive documentation will control. The provisions of this Agreement are intended to establish the minimum
requirements regarding Business Associate's ose�aud disclosure of Protected Health Information.
rn the event that any provision E6.04 Agreement is held by a court of compstent jurisdiction to be invalidor
unenforceable, the remairpder of the provisions of this Agreement will remain in fall force and effect, In addition,
in the event'a party believes in good.-faith that'airy provision of this Agreenaer't fails to comply with the then-
current requirements of the HIPAA Privacy Rule qr California law, such party shall notil the.other party in
writing. For a period of up to thirty days, the parties shall attempt in good faith to address such concern and
amend the terms of this Agreement, if necessary to bring it into compliance, If, at the conclusion of such thirty-
day period, a party believes in good faith that the Agreement still fails to comply with the IIIPAA Privacy Rule or'
California law then either party has the right to to m hate this Agreement and the Service Agreement upon
written notice to the other,party. Neither party xuay terminate this Agreement without sunultaneausly terminating
the Service Agreement, unlesa the partiea mutually.agree in writing to modify this A.greernent or immediately
replace. it with a new Business Associate�Agreement.tlratfully complies with the HIEAA, Privacy Rule and
California law.
Business Associate aclcuowledges.that Natividad Medical C.entet NMC) has. establislied.a-Corporate Compliance
Program, and under this prograrii NMC has developed.a Cede of Conduct Manual to provide guidance-in the
ethical arid legal performance of out pro�bssional'sprviGe$. T3ustness Associate iurtk?er. Rgrees to abide by all
principles stated is the Code of'_Coriduot vrbile conducting business with Natividad.'Medical: Center A copy of the
Code of Conduct-4 Prihcipi'es:.o Corlipl 2rice� s avail bl.e upon request,
IN ti WITNESS THEREOF; tTre F@rties Have executed this tlgl'eenlent as'oftiie day and year writ'ten
above.
COY XR D, N.-TIT''': BUSINESS ASSOCIATE
By'
Title:
Date:
tile; i uYYtGf
I
Revised 12.26-08
BIB]
40715-U01
SIGNED-U02
BOARD-U02
REPORT-U02
SUPPORTING-U02
DOCS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99716-U03
MG99791-U03
AS99817-U03
AS99818-U03
AI102072-U03
DO103352-U03
C10-U03
BOARD-U03
REPORTS-U03
6/20/2011-U04
MARCELLAC-U04
16530-U05
1-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
4-U07
TO-U07
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/13/2011-U011
AGREEMENT-U012
A-11938)-U012
CYNTHIA-U012
HARLOWE-U012
PROFESSIONAL-U012
CONSULTING-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$200,000-U012
IN-U012
THE-U012
AGGREGATE-U012
$50,000-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012.-U012
SIGNED BOARD REPORT AND SUPPO� �ACO OR
CERTIFICATE OF LIABILITY INSURANCE R054 10TE13/-2Y0110
THIS CERTIFICATEIS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATIONIS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER CONTACT
NAME
NIEHL INSURANCE AGENCY/PHS
819938 P: 866)467-8730 F: 877)905-0457 PH ONE FAX
Extl: 866)467-8730 IA/C.No): 877)905-0457
EM
PO BOX 33015 AIL
ADDRESS:
SAN ANTONIO TX 7 8 2 6 5 PROUCER
C USTOMER ID #:
INSURERISI AFFORDING COVERAGE NAIC B
INSURED INSURER A Hartford Casualty Ins Co
CYNTHIA HARLOWE INSURER B
1721 NW CLIFFSIDE WAY INSURER C
REDMOND OR 9 7 7 5 6 INSURER D;
INSURER E
INSURER F
COVERAGES CERTIFICATE NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR TYPE OF INSURANCE
INSR
WVD
POLICY NUMBER POLICY EFF
/MM/DD/YYYY) POLICY EXP
MM/DD/YYYY)
LIMITS
GENERAL LIABILITY EACH OCCURRENCE $ 1,000, 000
COMMERCIAL GENERAL LIABILITY DAMA T R NT D
PREMISES IEa occurrence)
s300 0 0 0
A CLAIMS-MADE OCCUR MED EXP Any one person) $ 10, 000
X General Liab X 52 SBA 113247 09/04/2010 09/04/2011 PERSONAL &ADV INJURY $ 1
000
000
GENERAL AGGREGATE $ 2
000
000
GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS COMP/OP AGG s 2, 000, 000
PRO-
POLICY I JECT LI LOC $
AUT OMOBILE LIABILITY COMBINED SINGLE LIMIT
ANY AUTO Ea accident) $ 1, 000, 000
ALL OWNED AUTOS BODILY INJURY Per person) $
SCHEDULED AUTOS BODILY INJURY Per accident) S
A PROPERTY DAMAGE
X HIRED AUTOS 52 SBA 113247 09/04/2010 09/04/2011 $
IPer accident)
X NON-OWNED AUTOS
S
UMBRELLA LIAR OCCUR EACH OCCURRENCE $
EXCESS LIAR CLAIMS-MADE AGGREGATE $
DEDUCTIBLE
$
RETENTION $ $
WORKERS COMPENSATION WC STATU- OTH-
AND EMPLOYERS' LIABILITY Y I N TORY LIMITS ER
ANY PROPRIETOR/PARTNER/EXECUTIVE^
OFFICER/MEMBER EXCLUDED?
IV/A E.L. EACH ACCIDENT $
Mandatory n NH)
If yes, describe under E.L. DISEASE EA EMPLOYE S
DESCRIPTION OF OPERATIONS below E.L. DISEASE POLICY LIMIT $
DESCRIPTION OF OPERATIONS /LOCATIONS / VEHICLES Attach ACORD 101, Additional Remarks Schedule, i/ more space Is required)
Those usual to the Insured's Operations. The County Qf Monterray
its
Officers, Agents and Employees are named as an Additional Insured. Covera
e is
g
Primary & Non-Contributory per the Business Liability Coverage form SS0008
attached to this olic
CERTIFICATE HOLDER
Natividad Medical Center
and the County of Monterray
PO BOX 81611
SALINAS, CA 93912
ACORD 25 2009/09)
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED
BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE
DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
1988-2009 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
REVISION NUMBER:
AYH
BIB]
40715-U01
SIGNED-U02
BOARD-U02
REPORT-U02
SUPPORTING-U02
DOCS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99716-U03
MG99791-U03
AS99817-U03
AS99818-U03
AI102072-U03
DO103352-U03
C10-U03
BOARD-U03
REPORTS-U03
6/20/2011-U04
MARCELLAC-U04
16530-U05
1-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
4-U07
TO-U07
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/13/2011-U011
AGREEMENT-U012
A-11938)-U012
CYNTHIA-U012
HARLOWE-U012
PROFESSIONAL-U012
CONSULTING-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$200,000-U012
IN-U012
THE-U012
AGGREGATE-U012
$50,000-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012.-U012
SIGNED BOARD REPORT AND SUPPO� �EXHIBIT B,
INSURANCE JUSTIFICATION
Vendor/Contractor Name: Cynthia Harlow
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 Additional Insured Endorsement be waived for this vendor.
Hairy Weis
Chief Executive Officer
Date: a 1,1
I
BIB]
40715-U01
SIGNED-U02
BOARD-U02
REPORT-U02
SUPPORTING-U02
DOCS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99716-U03
MG99791-U03
AS99817-U03
AS99818-U03
AI102072-U03
DO103352-U03
C10-U03
BOARD-U03
REPORTS-U03
6/20/2011-U04
MARCELLAC-U04
16530-U05
1-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
4-U07
TO-U07
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/13/2011-U011
AGREEMENT-U012
A-11938)-U012
CYNTHIA-U012
HARLOWE-U012
PROFESSIONAL-U012
CONSULTING-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$200,000-U012
IN-U012
THE-U012
AGGREGATE-U012
$50,000-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012.-U012
SIGNED BOARD REPORT AND SUPPO� �I
COUNTY OF MONTEREY
DETERMINATION OF
CONTRACTOR'S STATUS FORM'
Department: tAe&ic
MAA-"w
Contractor: N ohrt9-- C+ Y t o
0onl:ant' t J thy. ir4 h
Title:
Phone: IJI)
Contact: C~ h+ a- ref}
Title:
Phone: is
don f con act work: rl Ser
Brief class
tip 9
VAb a
Purbose ofForm
The purpose of this form is to determine for each proposed agreement or contract with a provider of
services, the exact nature of the relationship between the contractor and the County.
Department Certification:
I certify that the contractor providing these services is 1) a non-profit organization, a
partnership or a corporation, and 2) has two or more employees, and 3) the services of a
specific individual are not requited to fulfill the contract. Therefore, an employment tax
status questionnaire is not required.
Date:
Department Representative
Title
I hereby certify that the answers to the following questions in the attached employment tax status
questionnaire accurately reflect the anticipated working relationship for this contract. After reviewing
the completed questionnaire, I have determined that:
Under the IRS(EDD rules, an employment relationship exists;
OR
ntractor is properly classified an independent contractor.
Score: 3 1 out of possible 83 points IC))
Date: Oh-s
Revised 01/29/08
BIB]
40715-U01
SIGNED-U02
BOARD-U02
REPORT-U02
SUPPORTING-U02
DOCS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99716-U03
MG99791-U03
AS99817-U03
AS99818-U03
AI102072-U03
DO103352-U03
C10-U03
BOARD-U03
REPORTS-U03
6/20/2011-U04
MARCELLAC-U04
16530-U05
1-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
4-U07
TO-U07
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/13/2011-U011
AGREEMENT-U012
A-11938)-U012
CYNTHIA-U012
HARLOWE-U012
PROFESSIONAL-U012
CONSULTING-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$200,000-U012
IN-U012
THE-U012
AGGREGATE-U012
$50,000-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012.-U012
SIGNED BOARD REPORT AND SUPPO� �25 QUESTIONS:
County of Monterey
Employment Tax Status Questionnaire
Determination of Emnlavment TaX Status of Contraotor
INSTRUCTIONS: This questionnaire is required as part of each new, renewed, or amended services
contract, It must be filled in by the requesting department and approved by the ContractslPurcheaing Officer
prior to contract approval as to form by the County Counsel's Office, or execution of a Purchase Order contract
by the Purchasing Manager. If upon review, the Purchasing Manager or the Auditor-Controller's Office
determines that the worker is in fact an employee, they will notify the Department and instruct them to
contact Human Resources in order to resolve this issue.
The questionnaire should be completed for all contractors who perform professional/personal services for the
County with the following exception: If the contractor providing these services is 1) a non-profit
organization, a partnership or a corporation, g 2) has two or more employees, and. 8) the services of a
specific individual are not required to fulfill the contract, the related questionnaire is not required. If
exception applies, check the corresponding box, sign where indicated and do nab complete the questionnaire.
Please attach the Guidelines for Determination of Contractor's Status cover sheet to the contract to indicate
that you have addressed this issue.
In answering the questions, remember that the IRS and EDD are more concerned about the substance of the
agreement than its written form. Answer all questions based on the Department's expectations for the
working relationship with the contractor, regardless of the language in the proposed contract,
The IFS and EDD state that employee status exists when the County has the right to control and direct the
details and means for rendering contractual services, It�is the ability to control the manner in which contract
services are performed which is important, even if the County does not choose to exercise it,
The following questions are intended to indicate whether sufficient County control of the details and means
for rendering contractual services is present to indicate that an employment relationship exists under
IRS)EDD rules, The determination is based on all the facts of each case. The fact that the County has other
valid business reasons for contracting for the services is NOT relevant. The IRS and EDD are not concerned
with other reasons for entering into a contractual relationship if the listed factors tend to indicate that an
employment relationship exists under IRSIEDD rules. Remember that other business reasons for contracting
for these services, however valid, will not Influence the IRS or lDD if it reviews the decision,
After completing the questionnaire, review your responses: Wherever an IC)" appears after a response, the
answer tends to indicate independent contractor status. Your determination of tax withholding status will be
based on the overall score of all factors. We have weighted the value of each factor by assigning a point
value, the total of which is 8 S. A few factors as noted in the comments following each factor) are considered
more Important than others and are weighted accordingly. Please score your questionnaire by adding
the points for those factors for which the answers indicate independent contractor statue i.e
If your score is 21cr greater, then the completed questionnaire indicates independent contractor
status
our score is 20 or less
IF
the
uesti
evie
nnaire should b
l
i
d
l
thi
di
t
l
y
q
o
e r
we
ose
y as
n
ca
es
emp
oyee
c
s
etatuS:
If the status of the contractor is unclear after reviewing this questionnaire, contact the Auditor-Controller's
Office for assistance in making the determination,
i
Page 1
20 Questions; Emp7oyment Tax Status Questionnaire
Revised 07/21/08 By; Kristen Aldrich
BIB]
40715-U01
SIGNED-U02
BOARD-U02
REPORT-U02
SUPPORTING-U02
DOCS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99716-U03
MG99791-U03
AS99817-U03
AS99818-U03
AI102072-U03
DO103352-U03
C10-U03
BOARD-U03
REPORTS-U03
6/20/2011-U04
MARCELLAC-U04
16530-U05
1-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
4-U07
TO-U07
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/13/2011-U011
AGREEMENT-U012
A-11938)-U012
CYNTHIA-U012
HARLOWE-U012
PROFESSIONAL-U012
CONSULTING-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$200,000-U012
IN-U012
THE-U012
AGGREGATE-U012
$50,000-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012.-U012
SIGNED BOARD REPORT AND SUPPO� �Departments are encouraged to discuss the need for each profeesional/personal services agreement with the
Personnel Division at the earliest possible point in time, in order to determine the appropriate means for
obtaining the services sought.
If the questionnaire determines that an employment relationship exists, and if the contractor disagrees with
this determination, the contractor may elect to submit a Form #SS�8 to the IRS. The IRS will then review the
facts and determine the proper employment tax status. If any payments become due before the County is
notified of the IRS determination, the individual will be deemed to be an employee and withholding
deductions will be made from those payments, pending notification of the determination.
If you have determined that under LdS/RDD rules, an employment relationship exists, the use of an
independent contractor for rendering this profeeaionallpereonal service will not be allowed unless the IRS
reviews the Form #SS�8 and determines that the individual is an independent contractor.
e v:ztx._ ao7tu r r:zf f ii zi'�., it 1
2. What is the legal status of the contractor? Individual
Partnership
If the expectation of the Department is that a particular individual will perform Incorporated
the work personally as opposed to having his/her partner or employees do the Other
work, we are really contracting with an individual, and the contract should be
written to reflect this relationship,
2. What is the contractor's Social Security Number SSN) orTaxpayer
Identification Number TIN)? SSN
Possession of a TIN does not necessarily mean that a contractor is a partnership TIN
or corporation. It may only mean that the contractor has or has had employees.
If an individual owns a business as a sole proprietor, the contract must be either
with the individual or with the individual doing business as" the firm name.
Regardless of tax status, payments must be made to the individual and reported
to the IRS using the individual's Social Security Number not the Taxpayer
Identification Number).
S 446n-H- iffi, tit is the net-are af'tii:a.:~rrr
3, Are personal services of the contractor required? Yes
No IC) 2 pts
If the expectation of the Department is that a particular individual will perform
the work personally as opposed to having hielher partner or employees do the
worlt, the answer is yes. This is a strong indicator that the contraotar should
be treated as an employee for employment tax purposes,
If the contractor has the right to substitute other workers without prior
permission from the County, the answer is no. This is a strong indicator
that the contractor is an independent contractor.
4. Has the contractor been employed by the County to perform similar Yes
services? I pt
If the contractor is a current or former employee of the County and work done as
an employee was similar to, even if not identical to, the contract sorvicea, the
answer is es.
Page 2
20 Questions; Employment Tax Status Questlonnalre
Revised07/21/081ip: Kristenrlld irh
BIB]
40715-U01
SIGNED-U02
BOARD-U02
REPORT-U02
SUPPORTING-U02
DOCS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99716-U03
MG99791-U03
AS99817-U03
AS99818-U03
AI102072-U03
DO103352-U03
C10-U03
BOARD-U03
REPORTS-U03
6/20/2011-U04
MARCELLAC-U04
16530-U05
1-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
4-U07
TO-U07
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/13/2011-U011
AGREEMENT-U012
A-11938)-U012
CYNTHIA-U012
HARLOWE-U012
PROFESSIONAL-U012
CONSULTING-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$200,000-U012
IN-U012
THE-U012
AGGREGATE-U012
$50,000-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012.-U012
SIGNED BOARD REPORT AND SUPPO� �5. Do County employees perform similar work? Yes
t/I.vo IC) 2 pin
If the contract work is similar to work done now or in the past) by County
employees, the answer is yes,
If the contractor is doing work created by a vacant County position, extended
leaves or layoffs, the answer is yes.
6. Are the contract services similar in nature to the normal operations of Yes
the department? I<No LC) 2 pta
An employee's services are usually integrated into the employer's operations, An
independent contractor's services are not usually related to the employer's
normal operations.
The more integrated the contractor is with the normal operations of the County, the
more likel the I12S would consider the contractor an employee.
ec a`�n' oes h~ t xtrthw for op.eraTe a b usti~v~xsI
7. Does contractor offer services to the general public? No
J es IC) 2 pts
Offering services to the general public is a strong indicator of independent
contractor status.
For a small practitioner, consider the presence or absence of signs such as listings
in the yellow pages, other advertising, and the presence of business facilities such
as office; clinic, or stores open to others.
8. Does the contractor work for others? No
Yes IC) 1 pt
If the contractor works only for the County, the answer Is no.
If the contractor works for others, but only for one firm at a time, the answer is
no.
9. Does the contractor have a risk of loss? No
teyse IC)1 pt
If the contractor's business incurs revenues and expenses such that it could result
in either profits or losses, the answer is yes.
If the contractor's business is primarily providing services to the County and the
contractor has no significant business expenses, the answer is no.
10. Does the contractor have a significant investment in his/her business? No
JYes IC) 2 pts
If the contractor's business has offices, stores, clinics, eta, that are furnished and
equipped by the business not by the County) the answer Is probably yes.
If the contractor provides his/her own tools or other equipment, the answer is
probably yes.
If the--contractor normally incurs regular business expenses such as rent,
depreciation, and liability insurance, the answer is probably yes.
Note that investment in education is not considered in this factor.
Page 3
20 Questions; Ehrplcyarent Tax Status Questionnaire
Revised 07/21/08 By: KrlstenAidrfoh
BIB]
40715-U01
SIGNED-U02
BOARD-U02
REPORT-U02
SUPPORTING-U02
DOCS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99716-U03
MG99791-U03
AS99817-U03
AS99818-U03
AI102072-U03
DO103352-U03
C10-U03
BOARD-U03
REPORTS-U03
6/20/2011-U04
MARCELLAC-U04
16530-U05
1-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
4-U07
TO-U07
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/13/2011-U011
AGREEMENT-U012
A-11938)-U012
CYNTHIA-U012
HARLOWE-U012
PROFESSIONAL-U012
CONSULTING-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$200,000-U012
IN-U012
THE-U012
AGGREGATE-U012
$50,000-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012.-U012
SIGNED BOARD REPORT AND SUPPO� �t h�
4:, i1'd+TJ}~rOT111 d~~1''ZU(3 3
t
11. Does the County have the right to control the way in which the work Yes
will be done? No IC) 8 pts
If the contractor is subject to possible County control over methods and
procedures, even if the control is not exercised, the answer is yes, This right to
control is considered a very strong indicator that the contractor is an employee for
employment tax purposes.
If the County can only ensure that a result conforms to the agreed-upon contract
specifications and cannot control how the result is achieved, the answer is no.
If the County can specify the sequence of steps or the methods and procedures to
be used to generate xeaults, the answer is yes.
If the County can direct the contractor to do a variety of jobs that differ from the
PAMArY actfvit the answer is probably es.
12, Will the contract work be done on Countyprernlsea? Yes
No IC) I Pt
Working on site in County facilities whether owned, leased, or otherwise
crated by the County) is indicative of employee status,
i8. Will the County control when the contractor will work? Yes
i/Nb 10)1 pt
If the contractor is expected to work specific hours; whether itemized in the
contractor not the answer is yes.
14. Will the Countyprovide staff support to the contractor includes ea
clerical, technical, professional, or similar help)? No IC) 2 pts
If the contractor hires his/her own assistants and pays them from his/her own
resources, the answer is no.
An independent contractor should perform all duties required of the job from
beginning to end without any direction or assistance from the County.
Integration of the contractor into the County's operations could create a level of
control over the contractor's performance, which is indicative of an
employer/employee relationship. If County employees do typing, develop forms,
write computer programs, or provide other similar assistance to the contractor,
the answer is yes.
1
75, Will the County provide or pay for training for the contractor?
If the County provides internal training other than rudimentary orientation, the
answer is probably yes.
If the County pays for external training such as seminars, college courses, or
conferences, which will teach the contractor how to perform the contracted
services,-the answer is yes.
Seminars or conferences which are attended on behalf of the County or which will
enhance the contractor's performance are NOT considered how-to" training,
Page 4
20 Questions; Employment Tax Status Questionneh'a
Revised 07/21/08 By: KristenAldrieh
Yes
I.-Ro 10) 1 pt
BIB]
40715-U01
SIGNED-U02
BOARD-U02
REPORT-U02
SUPPORTING-U02
DOCS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99716-U03
MG99791-U03
AS99817-U03
AS99818-U03
AI102072-U03
DO103352-U03
C10-U03
BOARD-U03
REPORTS-U03
6/20/2011-U04
MARCELLAC-U04
16530-U05
1-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
4-U07
TO-U07
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/13/2011-U011
AGREEMENT-U012
A-11938)-U012
CYNTHIA-U012
HARLOWE-U012
PROFESSIONAL-U012
CONSULTING-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$200,000-U012
IN-U012
THE-U012
AGGREGATE-U012
$50,000-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012.-U012
SIGNED BOARD REPORT AND SUPPO� �16. Will the contractor provide training or supervision to County Yes
employees? o IC) 1 pt
If the contractor is providing routine supervision to County employees, the
answer is yes.
If County em 1 ess report to the contractor, the answer is yes.
17. Will the contractor be responsible for making decisions to hire or fire Yea
County employees? 1b IC) 2 pta
If the contractor has the power to hire, fire, evaluate or direct the activities of
County employees, the answer is es.
18, Will the contractor provide regular reports to the County? Yes
L: o IC) 1 pt
If the individual attends regular staff meetings, the answer is probably yes.
If the individual makes regular reports, either written or oral, to the County, the
answer is probably yea.
If the contractor's only reporta are progress reports on specific jobs or projects,
the answer is no.
se o,&.~uwK S i h kx? 1I r~ l j t comfy at?
1�u 4e. n+ +r=ti J.f i.R'�,'~-.may. i. v4~:~ i at +r;'_.' L r~ p�~,
19. Is the relationship between the County and the contractor intended to Yes
be ongoing? c o IC) 2 pta
If the contract is for a specific job or project, the answer is no.
If the intent of department is to renew a contract after it has expired, or if the
department has previously renewed a contract for essentially the same services
with the contractor, the answer is es,
20. Is there an expectation that the contractor will worla for a specific Yes
number of hours, days, or weeks? L-1 o IC)1 pt
If the intent of the department is to arrange. specific work schedule with the
contractor, the answer is yes. This is a strong indicator of employment status.
If the department will rely on the contractor to staff an office or clinic, the
answer is es.
21. Does the contract provide for termination without cause? Yes
ZNo IC)1 pt
The IRS considers the right to terminate at will, by either party, an indication of
employer-employee relationship. For the contractor, if the right to terminate the
relationship with the County exists without the contractor incurring any liability,
such a right indicates that an employer/employee relationship exists, If an
independent contractor terminates the relationship with the County, the
contractor has likely breached the contract with the County and the County may
be entitled to damages.
Page 5
20 Questions; Employment Tax Stapes Quest/onnaire
Re rued 07/2!/08 By; Krlsten A7drich
BIB]
40715-U01
SIGNED-U02
BOARD-U02
REPORT-U02
SUPPORTING-U02
DOCS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99716-U03
MG99791-U03
AS99817-U03
AS99818-U03
AI102072-U03
DO103352-U03
C10-U03
BOARD-U03
REPORTS-U03
6/20/2011-U04
MARCELLAC-U04
16530-U05
1-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
4-U07
TO-U07
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/13/2011-U011
AGREEMENT-U012
A-11938)-U012
CYNTHIA-U012
HARLOWE-U012
PROFESSIONAL-U012
CONSULTING-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$200,000-U012
IN-U012
THE-U012
AGGREGATE-U012
$50,000-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012.-U012