COMPLETED BOARD ORDER AND AME
��20
Before the Board of Supervisors in and for the
County of Monterey, State of California
Agreement No. A-11277
Authorize the Purchasing Manager for Natividad
Medical Center NMC) to execute Amendment No. 5 to
the Agreement No. A-11277 with Marblehead Group
LLC for continued Consultative Services at NMC in an
amount not to exceed $1,330,500 an increase of
$100,000) for the period July 1, 201 Ito June 30, 2012..
Upon motion of Supervisor Salinas, seconded by Supervisor Calcagno, and carried by those
members present, the Board hereby;
Authorized the Purchasing Manager for Natividad Medical Center NMC) to
execute Amendment No. 5 to the Agreement No. A-11277 with Marblehead
Group LLC for continued Consultative Services at NMC in an amount not to
exceed $1,330,500 an increase of $100,000) for the period July 1, 201 Ito June
30, 2012.
PASSED AND ADOPTED on this 28"' day of June, 2011, by the following vote, to wit:
AYES: Supervisors Calcagno, Salinas, and Parker
NOES: None
ABSENT: Supervisors Armenta and Potter
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 June 28, 2011.
Dated: June 29, 2011 Gail T. Borkowski, Clerk of the Board of Supervisors
County of Monterey, State of California
By
BIB]
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COMPLETED BOARD ORDER AND AME
��Original Agreement No or PO#. A- 11277)
RENEWAL AMENDMENT NO.5
FOR PROFESSIONAL SERVICE AGREEMENT
BETWEEN THE MARBLEHEAD GROUP, LLC AND
THE NATIVIDAD MEDICAL CENTER
FOR
CONTINUED CONSULTATIVE SERVICES
The parties to Professional Service Agreement, dated June 1, 2008 between the County of Monterey, on behalf of
Natividad Medical Center NMC"), and The Marblehead Group, LLC Contractor), hereby agree to renew their
Agreement No. A-11277). 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. A-11277). Additionally, the Contractor will provide the services as described on Attachment A
attached to this Amendment #5.
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. A-11277) shall not exceed the
total sum of $1,330,500 for the full term of the Agreement and $100,000 plus any monies remaining on PO
#SC927) 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. A-11277).
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 1 KS~--
Printed Name L j J~A- fT 6 r0 k-0-
Signature 2
Printed Name
Dated 7(
Title fl f'l C pc
Dated
Title
***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.
NATIVIDAD MEDICAL CENTER
Signature
Purchas* Manager
Signature
NMC CEO
Approved as to Legal Form:
Charles J. McKee, County Counsel
By
Stacy Saetta, Deputy
Attorneys for County and NMC
Dated
Dated 3 /-'-'z'(1'
via
eta 1 0
ller
ntro
to+,ecey
Dated: 2 2011
BIB]
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COMPLETED BOARD ORDER AND AME
��Attachment A
SCOPE OF SERVICES AND
PAYMENT PROVISIONS FOR AMENDMENT #5
CONTRACTOR: The Marblehead Group, LLC
SCOPE OF SERVICES:
Contractor will continue to help ensure that NMC can successfully and in a fiscally and
politically sound manner) achieve its physician business initiatives by:
Continuing to enhance professional services billing processes and accounts
receivable AR) management to optimize collection and third party payor
reimbursement
Continuing to refine and implement a productivity based physician compensation
plan to track and manage program growth
Continuing to manage new contracts/placements with locums tenens temporary)
companies to better manage use and fiscal impact
Continuing to evaluate, model and implement strategic business opportunities and
joint efforts among NMC, the Department of Health and other community
partners
Continuing to assist in development of physician/hospital delivery model
Continuing to develop and implement new physician services and programs at
NMC including but not limited to:
a. Catheterization Laboratory for cardiology and interventional radiology
procedures)
b. Hematology Oncology including clinic, inpatient and infusion services
and:
continuing to improve existing business models for physician services including
but not limited to: Cardiology; Orthopedics; Plastic Surgery; Nephrology;
Neurology, Pediatric Gastroenterology, Pediatric Urology and Gyn/Oncology.
PAYMENT PROVISIONS:
$1700 per day
$850 per half day
Minimum contract period-90 days
Travel costs-To be reimbursed in accordance with Monterey County Travel Policy
Estimated travel costs $1600/week)
Will invoice consultant fees on the 15 h and 3 0th of each month.
BIB]
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SIGNED BOARD REPORT AND SUPPO
��MONTEREY COUNTY BOARD OF SUPERVISORS
MEETING: June 28, 2011
AGENDA NO.:
SUBJECT: Authorize the Purchasing Manager for Natividad Medical Center NMC)
to execute Amendment #5 to the Agreement A-11277) with Marblehead
Group LLC for continued Consultative Services at NMC in an amount not
to exceed $1,330,500 an increase of $100,000) for the period July 1,
2011 to June 30, 2012.
DEPARTMENT: Natividad Medical Center
RECOMMENDATION:
It is recommended the Board of Supervisors authorize the Purchasing Manager for Natividad
Medical Center NMC) to execute Amendment #5 to the Agreement A-11277) with Marblehead
Group LLC for continued Consultative Services at NMC in an amount not to exceed $1,330,500 an
increase of $100,000) for the period July 1, 201 Ito June 30, 2012.
SUMMARY/DISCUSSION:
The Marblehead Group, LLC will continue to provide assistance to the Natividad Medical Center
NMC) Senior Management Team by continuing to develop, implement, and manage the expansion
of physician services and physician business management capabilities at Natividad Medical Center.
NMC's needs in all areas of physician business management continue to evolve and expand
following the successful financial turnaround and subsequent profitable performances. In addition,
community providers physicians, medical groups and hospitals in and outside of Monterey County
are seeking to partner with NMC in ventures not anticipated or experienced by NMC in the past.
Subsequently, the CMO's office is continuing to handle an ever increasing number and complexity
of physician and hospital business opportunities.
Due to the local market dynamics, the continued fiscal difficulties facing Monterey County
healthcare providers physicians and hospitals) and the unanticipated expedient passage of health
care reform, the size and complexity of physician business matters are beyond what NMC forecasted
12-18 months ago. Healthcare reform, on its own and as NMC is currently experiencing, is
beginning to have a huge impact on delivery of healthcare services in Monterey County. The task is
daunting to define and implement the optimal physician/hospital delivery model within the next 12
24 months. Because of all these needs NMC continues to require unique physician business
management skills and resources to be able to address NMC's and the County's) complex and
rapidly changing needs.
NMC is committed to finding a permanent in-house) solution to be able to obtain the requisite
physician services skill set as soon it can be practically implemented, and in a fiscally sound manner.
Lisa Soroka of the Marblehead Group, LLC will continue to help ensure that NMC can successfully
and in a fiscally and politically sound manner) achieve its physician business initiatives by:
Continuing to enhance professional services billing processes and accounts receivable AR)
management to optimize collection and third party payor reimbursement
Continuing to refine and implement a productivity based physician compensation plan to
track and manage program growth
BIB]
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SIGNED BOARD REPORT AND SUPPO
�� Continuing to manage new contracts/placements with locums tenens temporary) companies
to better manage use and fiscal impact
Continuing to evaluate, model and implement strategic business opportunities and joint
efforts among NMC, the Department of Health and other community partners
Continuing to assist in development of physician/hospital delivery model
Continuing to develop and implement new physician services and programs at NMC
including but not limited to:
a. Catheterization Laboratory for cardiology and interventional radiology procedures)
b. Hematology Oncology including clinic, inpatient and infusion services and:
continuing to improve existing business models for physician services including
but not limited to: Cardiology; Orthopedics; Plastic Surgery; Nephrology;
Neurology, Pediatric Gastroenterology, Pediatric Urology and Gyn/Oncology.
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' Finance Committee.
FINANCING:
The cost for this Amendment is $100,000 and is included in the Fiscal Year 2011/2012
Recommended Budget. This action will not require any additional General Fund subsidy.
Prepared by:
Gary Gray, 755-4305 Harry eis
Chief Medical Officer Chief Executive Officer
May 27, 2011
Attachments: Amendment 1, 2, 3, 4, 5, Agreement, Board Order
BIB]
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SIGNED BOARD REPORT AND SUPPO
��MONTEREY COUNTY BOARD OF SUPERVISORS
MEETING: June 29, 2010
AGENDA NO.:
SUBJECT: Authorize the Purchasing Manager for Natividad Medical Center NMC)
to execute Amendment #4 to the Agreement with The Marblehead Group
LLC for continued Consultative Services at NMC in an amount not to
exceed $1,230,500 an increase of $340,000) for the period July 1, 2010
to June 30, 2011.
DEPARTMENT: Natividad Medical Center
RECOMMENDATION:
It is recommended the Board of Supervisors authorize the Purchasing Manager for Natividad
Medical Center NMC) to execute Amendment #4 to the Agreement with The Marblehead Group
LLC for continued Consultative Services at NMC in an amount not to exceed $1,230,500 an
increase of $340,000) for the period July 1, 2010 to June 30, 2011.
SUMMARY/DISCUSSION:
The Marblehead Group, LLC will continue to provide assistance to the Natividad Medical Center
NMC) Senior Management Team by continuing to coordinate, and manage the expansion of
physician services and physician business management capabilities at Natividad Medical Center.
NMC's needs in all areas of physician business management continue to evolve and expand
following the successful financial turnaround. Subsequently, the CMO's office is handling an ever
increasing number and complexity of physician business opportunities.
Due to the local market dynamics and the unanticipated expedient passage of health care reform, the
size and complexity of physician business matters are beyond what NMC forecasted 12-18 months
ago. Healthcare reform, on its own, will have a huge impact on delivery of healthcare services in
Monterey County. The task is daunting to define and implement the optimal physician/hospital
delivery model within the next 12-36 months. Because of all these needs NMC requires unique
physician business management skills and resources to be able to address NMC's and the County's)
complex and rapidly changing needs.
NMC is committed to finding a permanent in-house) solution to be able to obtain the requisite
physician services skill set as soon it can be practically implemented, and in a fiscally sound manner.
Lisa Soroka of the Marblehead Group LLC will dedicate approximately twenty hours per week to
help ensure that NMC meets the following strategic goals:
Enhance professional services billing processes and accounts receivable AR) management
to optimize collection and third party payor reimbursement
Refine and implement a productivity based physician compensation plan to track and manage
program growth
Negotiate and manage new contracts/placements with locums tenens temporary) companies
to better manage use and fiscal impact
Evaluate, model and implement strategic business opportunities and joint efforts among
NMC, the Department of Health and other community partners
Assist in development of physician/hospital delivery model
Develop new and improve existing business models for physician services including but not
limited to Cardiology; Orthopedics; Plastic Surgery; Nephrology; IP/Hospitalist; Anesthesia;
Oncology and Gyn/Oncology.
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 $340,000 and is included in the Fiscal Year 2010/11 Recommended
Budget. This action will not require any additional General Fund subsidy.
Prepared by:
Gary R. Gray, DO Harry Weis
Chief Medical Officer Chief Executive Officer
May 10, 2010
Attachments: Agreement, Amendments, Board Order
BIB]
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2011TO-U012
JUNE-U012
30,-U012
2012.-U012
SIGNED BOARD REPORT AND SUPPO
��23
Before the Board of Supervisors in and for the
County of Monterey, State of California
Agreement No: A 11277
Authorize the Purchasing Manager for Natividad Medical Center NMC) to execute
Amendment No. 4 to the Agreement with The Marblehead Group LLC for continued
Consultative Services at NMC in an amount not to exceed $1,230,500 an increase
of $340,000) for the period July 1, 2010 to June 30, 2011.
Upon motion of Supervisor Parker, 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 with The Marblehead Group LLC for continued
Consultative Services at NMC in an amount not to exceed $1,230,500 an increase of $340,000)
for the period July 1, 2010 to June 30, 2011.
PASSED AND ADOPTED this 291h day of June, 2010, by the following vote, to wit:
AYES: Supervisors Armenta, Calcagno, Salinas, Parker
NOES: None
ABSENT: Supervisor Potter
1, 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 June 29, 2010,
Dated: July 1, 2010 Gail T. Borkowski, Clerk of the Board of Supervisors
County of Monterey, State of California
By
I Deputy
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RUIZ-IGNACIOM-U10
6/17/2011-U011
AGREEMENT-U012
A-11277)-U012
MARBLEHEAD-U012
GROUP-U012
LLC,-U012
CONTINUED-U012
MEDICAL-U012
STAFF-U012
CONSULTATIVE-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$1,330,500-U012
AN-U012
INCREASE-U012
OF-U012
$100,000)-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011TO-U012
JUNE-U012
30,-U012
2012.-U012
SIGNED BOARD REPORT AND SUPPO
��Original Agreement No or PO# A-11277)
RENEWAL AMENDMENT NO. 4
FOR PROFESSIONAL SERVICE AGREEMENT
BETWEEN The Marblehead Group LLC AND
THE NATIVIDAD MEDICAL CENTER
FOR
Consulting SERVICES
The parties to Professional Service Agreement, dated June 1, 2008 between the County of Monterey, on
behalf of Natividad Medical Center NMC"), and The Marblehead Group LLC Contractor), hereby
agree to renew their Agreement No. A-11277) 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, A-11277).
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. A- 11277) shall not
exceed the total sum of $1,230,500 for the full term of the Agreement and $340,000 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. A-11277).
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
Printed Name yC 50 r0
Dated 1 t o
Title 1l 7 ACi' 116~-[
Dated 6
Purc sing Manager
Signature Dated J t
NMC CEO
Approved as to Legal Form:
Charles J. McKee, County�Counset
Stacy Saetta, I46puty
Attorneys for County and NMC
IY
nttaller
Co
pud~to of Mon~.ete~1
Coun~Y
Dated: 4/3' 2010
BIB]
40740-U01
SIGNED-U02
BOARD-U02
REPORT-U02
SUPPORTING-U02
DOCS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99967-U03
AI103220-U03
DO104199-U03
C10-U03
BOARD-U03
REPORTS-U03
7/15/2011-U04
MARCELLAC-U04
16742-U05
4-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
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CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
5-U07
TO-U07
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/17/2011-U011
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A-11277)-U012
MARBLEHEAD-U012
GROUP-U012
LLC,-U012
CONTINUED-U012
MEDICAL-U012
STAFF-U012
CONSULTATIVE-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$1,330,500-U012
AN-U012
INCREASE-U012
OF-U012
$100,000)-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011TO-U012
JUNE-U012
30,-U012
2012.-U012
SIGNED BOARD REPORT AND SUPPO
��Original Agreement No or PO#. A-11277)
RENEWAL AMENDMENT NO.3
FOR PROFESSIONAL SERVICE AGREEMENT
BETWEEN The Marblehead Group LLC AND
THE NATIVIDAD MEDICAL CENTER
FOR
Continued Consultative SERVICES
The parties to Professional Service Agreement, dated June 1, 2008 between the County of Monterey, on
behalf of Natividad Medical Center NMC"), and The Marblehead Group LLC Contractor), hereby
agree to renew their Agreement No. A-11277) on the following amended terms and conditions:
1. Contractor will provide NMC with the scope of service as stated in the attached Exhibit A.
2. This Renewal Amendment shall become effective on October 1, 2009 and shall continue in full
force and extending the term date until June 30, 2010.
3. The total amount payable by County to Contractor under Agreement No. A-11277) shall not
exceed the total sum of $890,500 for the full term of the Agreement and $450,500 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. A-11277).
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 W. I 266
Printed Nam j~L Dkc Title~_,
NATIVIDAD A D CAL CENTER
Dated
Dated: / A 2009
BIB]
40740-U01
SIGNED-U02
BOARD-U02
REPORT-U02
SUPPORTING-U02
DOCS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99967-U03
AI103220-U03
DO104199-U03
C10-U03
BOARD-U03
REPORTS-U03
7/15/2011-U04
MARCELLAC-U04
16742-U05
4-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
5-U07
TO-U07
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/17/2011-U011
AGREEMENT-U012
A-11277)-U012
MARBLEHEAD-U012
GROUP-U012
LLC,-U012
CONTINUED-U012
MEDICAL-U012
STAFF-U012
CONSULTATIVE-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$1,330,500-U012
AN-U012
INCREASE-U012
OF-U012
$100,000)-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011TO-U012
JUNE-U012
30,-U012
2012.-U012
SIGNED BOARD REPORT AND SUPPO
��EXHIBIT A
SCOPE OF SERVICES
PAYMENT PROVISIONS
CONTRACTOR: The Marblehead Group, LLC
SCOPE OF SERVICES:
Provide assistance to the Natividad Medical Center Senior Management Team by
continuing-to design and implement improvement initiatives developed by the: Wellspring
Partners Physician Services Team. Improvement initiatives include:
Implementing professional services billing function and A/R management
Implementing'and managing a productivity based physician compensation plan
Installing and managing a-physician recruiting and retention program
Desighing and managing an,operational model' and organizational structure for
employed physicians
Continuing to implement and.ntanage'an organization and management model for.
a physician group consistent with NMC's strategic plan
Implementing and managing a new physician time reporting system
Designing, implementing and managing eleven new physician business
management processes and managing all activities related to physician business
matters, within the CMO's office
Finalizing the recruitment and training of the full time physician business
managementposition within NMC's Chief Medical Officer's office to help ensure
continued success with the implementation of improvement initiatives
recommended by the Wellspring Physician Services Team.
PAYMENT PROVISIONS:
$1700 per day
$850 per half day
Days per week-Average 4 days per week
Minimum contract period-90 days
Travel costs-To be reimbursed in accordance with Monterey County Travel Policy
Estimated travel costs $1600/week)
Will invoice consultant fees on the 15th and 30th of each month.
BIB]
40740-U01
SIGNED-U02
BOARD-U02
REPORT-U02
SUPPORTING-U02
DOCS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99967-U03
AI103220-U03
DO104199-U03
C10-U03
BOARD-U03
REPORTS-U03
7/15/2011-U04
MARCELLAC-U04
16742-U05
4-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
5-U07
TO-U07
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/17/2011-U011
AGREEMENT-U012
A-11277)-U012
MARBLEHEAD-U012
GROUP-U012
LLC,-U012
CONTINUED-U012
MEDICAL-U012
STAFF-U012
CONSULTATIVE-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$1,330,500-U012
AN-U012
INCREASE-U012
OF-U012
$100,000)-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011TO-U012
JUNE-U012
30,-U012
2012.-U012
SIGNED BOARD REPORT AND SUPPO
� �
OriglnalAgreen:entNo orPO#. A-11277)
RENEWAL AMENDMENT NO.2
FOR PRR(FESSTONAL SERVICE AGREEMENT
BETWEEN The Marblehead Group LLC AND
TILL NATIVIDAD MEDICAL CENTER
FOR
Continued Consultative SERVICES
agree to:renew theirAgreement No...(A.1.1277) on the following. amended terms;apd contj do s:,.
The parties to Professional Service Agreemeiit,'dated June. 1, 2008 between the-Couhty of.Monterey:on
behalf of Natividad Medical Center NMC" and The Marblehead Group LLC.(Contractor), hereby
and extending the term date until September 30, 2009.
The total amount payable by County to. Contractor under Agreement No. A=11277).;shall not
This Reriewal A- Iv iiiendment-shall become effective on July 1, 2009 and shall cdnt nue"i.~ full'fQrce
Agreement No. A-11277).
Contractor will continue to provide MC with the same scope of service as stated iri the original
exceed the total suni of $559,000-forthe full term of the Agreement and $119,000, for fiscalYear
2009-2010:':
All� other terms-and conditions ofthegreement shall continue in full force and effect.
A copy of this Amendment: shall. be attached to the original Agreement l~ o. A=1127.:`
IN WITNESS W.FI HEREOF, 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.
BIB]
40740-U01
SIGNED-U02
BOARD-U02
REPORT-U02
SUPPORTING-U02
DOCS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99967-U03
AI103220-U03
DO104199-U03
C10-U03
BOARD-U03
REPORTS-U03
7/15/2011-U04
MARCELLAC-U04
16742-U05
4-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
5-U07
TO-U07
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/17/2011-U011
AGREEMENT-U012
A-11277)-U012
MARBLEHEAD-U012
GROUP-U012
LLC,-U012
CONTINUED-U012
MEDICAL-U012
STAFF-U012
CONSULTATIVE-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$1,330,500-U012
AN-U012
INCREASE-U012
OF-U012
$100,000)-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011TO-U012
JUNE-U012
30,-U012
2012.-U012
SIGNED BOARD REPORT AND SUPPO
�
�OriginatAgreementN4. B960872384)
RENEWAL AMENDMENT NO. I
FOR PROFESSIONAL SERVICE AGREEMENT
BETWEEN:The Marblehead Group LLC AND
THE' COUNTY OF MONTEREY
FOR
Consnltin2 SERVICES'
agree to renew their Agreement No. 8940&72384)- onthe fol1QV iris amended terms. anal conditi:Qns:,
behalf of�Natividaad Medical Center hMC.'�), and- The Marbiehead' Group LLC Contractor.); hereby.
The parties- to Professional Service Agreement, dated:June.�l.! j~2008.-between the Cotusty;of Monterey;: on
The total amount. payable by County to Contractor:under Agreement Nq. 89608723 $4)sh 11 not
exceed the-total sump of $4,40,000 for-the full term of_the. Agreement, and $344,000 for;fiscal:year.
force and extending the term date until June 30, 2009
This Renewal At endrnent:shallb.ecome'effective'on September 1, 20.0.8 and shall continne,in;fizll
Agreement No. B960872384).
Contractor will continue to provide NMC with the same scope.-of service as stated-in tiie ozginal:.
2008-2009.
Allother�ter s and.conditions.ofthe Agreement shall; continue in full force aixd effect
amendment on the day and year set forth herein.
IN WITNESS WHEREOF, the parties hereto are in agreement with this Amendment and
A copy of this Amendmentshall be attached to the original Agreement No. B900872.3.84);-:,
Professional Service Agreement on the basis set forth in this document and have executed this
Printe~INmne
COUNTY OF MONTEREY
Signature
Signature
Purchasing 14
ApprpVe s to Legal For
Ch des cKae, unty. unset
Vy
William L putt'
Attorneys for County, and_ NMC
P;apr
to
e
fist
Au orO
0ounty.01
Dated: 200,8
Dated
Datedm
Dated
ons'
i
n oll e r antereY
BIB]
40740-U01
SIGNED-U02
BOARD-U02
REPORT-U02
SUPPORTING-U02
DOCS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99967-U03
AI103220-U03
DO104199-U03
C10-U03
BOARD-U03
REPORTS-U03
7/15/2011-U04
MARCELLAC-U04
16742-U05
4-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
5-U07
TO-U07
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/17/2011-U011
AGREEMENT-U012
A-11277)-U012
MARBLEHEAD-U012
GROUP-U012
LLC,-U012
CONTINUED-U012
MEDICAL-U012
STAFF-U012
CONSULTATIVE-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$1,330,500-U012
AN-U012
INCREASE-U012
OF-U012
$100,000)-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011TO-U012
JUNE-U012
30,-U012
2012.-U012
SIGNED BOARD REPORT AND SUPPO
�
�COUNTY OF MONTEREY AGREEMENT FOR PROFESSIONAL SERVICES
foU.ows
In consideration of the mutual covenants and oondition5 Set' fo t11 in this Agreement,,.the parties agree,`as
c
Ti~f /yJ/~/lI3GEN d r`r2a C. hereinafter CONTRACTOR.
Monterey, which'. is a political subdivision of the State,._. of California and.
Medical Center NMC"), a general acute care teaching hospital wholly owned and operated by the County af,,
This" Professioiial Services- Agreernen~t, hereinafter Agreement") is made by and between. Nat t vidad
N O T TO E l D 1uu,000 t
to CONTRA:CTORund.er;this Agrgeinentsliallnot;exceedtlie sum ofd dbd
set forth in Exhibit A, subject to the limitations set fozth:inthis Agreement. The total amount payable byNlu1C
2. PAYMENTS EY NMC~ NMC� shall-pay the CONTRACTOR in accordance with the payment.provi
T a�m dy' F+~u a T4� r~ N[~ wwr a O o-B % a+ct PE r~ a~~~xo mn wr i P/,s iryy~ 1~6rL zyOC'-d
6y:�yvkxtSPAIell Cr c4rn,~Y4~, f~i5`!'�!',~~,a-,v c/`e+av~cs3.,�.:~es.F-m jai vir-r.C;,;;;.:
this Agreement. The services are generally described as follows: Provide
CONTRACTOR hereby agrees to pe�fbrmi, the services desoribed it~'Exhibit A in conform ty. with.the terms, of
1. SERVICES TO BE PROVIDED. NMC hereby engages CONTRACTOR to parforn%,and
RM OE AGREEMENT. The term of this Agreement is from 144V IfV;- to:
cj unless sooner terminated. pursuant to the terms of t�s Agreement. This r
Agreement is of no force or effect until signed by both CONTRACTOR and NMC and with NMC signing last,
and CONTRACTOR may not commence work before NMC signs.this Agreement.
4. ADDITIONAL PROVISIONS/EX BITS. The following attached exhibits are incorporated herein by.
reference and constitute a part of this Agreement:
ExhibitA Scope of Services/PaymeVt'Provisions
ExhibitB~iSI~tIr"zi'
P~RP ORMANCE STANDARDS
accordance with such hcensing:xequirements
Agreement.tat is 3'equi ed by law to.be performed oi'supervised by licensed personnelshalf,be: pexforrhed:.in:�,._:.
employees: of NMC, or immediate family of an employee'of NMI.
5,02, CONTRACTOR, its; agents, employees, and subcontractors, shall perform- all wont in a safe aid
skillful' manner�and in oomplzanoe with, all applicable laws and regulations, All workperfQ=ed a er;this
0 mployees, and,;
5,01. CONTRACTOR warrants. that CONTRACTOR and CONTRACTOR's agents.-
ubcontractors performing services under this Agreement are specially trained experienced, competent; and
appropriately licensed to.perforrn the work and deliver the services requited under this Agreement and are riot
Revised PSA Form $100,000 or Less
1 of 8 Contractor:
Not to Exceed Amount:
Requisition or PO #:
P
BIB]
40740-U01
SIGNED-U02
BOARD-U02
REPORT-U02
SUPPORTING-U02
DOCS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99967-U03
AI103220-U03
DO104199-U03
C10-U03
BOARD-U03
REPORTS-U03
7/15/2011-U04
MARCELLAC-U04
16742-U05
4-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
5-U07
TO-U07
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/17/2011-U011
AGREEMENT-U012
A-11277)-U012
MARBLEHEAD-U012
GROUP-U012
LLC,-U012
CONTINUED-U012
MEDICAL-U012
STAFF-U012
CONSULTATIVE-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$1,330,500-U012
AN-U012
INCREASE-U012
OF-U012
$100,000)-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011TO-U012
JUNE-U012
30,-U012
2012.-U012
SIGNED BOARD REPORT AND SUPPO
�
�5.03, CONTRACTOR shall furnish, at its own expense, all materials, equipment, and personnel.ne.cessary
to carry out the terms: of this. Agreement, except as otherwise specified in this Agreement. CONTRACTOR
6,02; COI'T'RA�CTOIt'sha11 not receive reimbursement fox: travel expenses unless set;' forth in:.this
30 days of receivigg the certified invoice
ounty. Audi'tdr-Controller for payment. The County Auditor-Controller-shall pay a mount:certified:withml
7, TERN.IINAITON:
amount payable under this Agreement shall be reduced in proportion to the services provided prior to the date of
termination.
7.01; During the term of this Agreement; NMd d-may terminate the: Agreement for any reason by givi
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
broadest possible coverage for-, The Contractor shalt reim1ith.'s NMC for' all costs;. attorneys'. fees,:
misconduct of personnel einplo'yed by'NMC.�lt,is.the intent of the; parties.to th sAgre.ement to pxoyide�the
8. INDEMNIFICA'T'ION. Contractor shall indemnify, defend, and hold harmless NMC and the County of
Monterey hereinafter County"), its officers, agentsand employees from any claim; liability, loss, injury or damage arising but of, nr in connection with, performance of this Agreement by Contractor aid/or its agents
employees or sub-contractors, excepting only loss, injury' or damage caused y the negligence or willful
sum due the CONTRACTOR under this Agreement.
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
7.02. NMC may cancel and terminate this Agreement for good cause effective immediately upon written.
expenses and habmues incurred with respect to any litigation in wmcr
defend and hold harmless. NMC and the.County under this Agreement.
Insurance" certifying that coverage as required herein has been obtained, Individual,-endorsements
Prior to comixienceinent of this Agreement, the Contractor shall provide a Ceitificate,�of
Evidence of Coverage:
9. INSURANCE,
o o ee m DLnt.
Revised PSA Farm $100;000 or Less of 8 Contractor:
Ntt V- A
Requisition br PO #:
shall not use WC premises; property including equipment, instruments, or supplies), or.persoi1tiel; for any
purpose other than in the performance of its obligations under this Agreement.
6. PAYMENT' CONDITXONS
set forth the amounts claimed.by. CONTRACTOR for the previous period, together with an.iternized b.asis.for
completion of services;, but in' any, event,- not later than 30 days after. completion or eivzces, Ilie- nlvoi.ce. shall,
6,01,' CONTRACTOR shall. submit to the Contract Administrator an invoice Qn,a form acceptable to.
NMC,... If not. otherwise specified, the CONTRACTOR may submit such invoice periodically. or at the
Administrator'or his:or her designee shall certify the invoice, either in the requested amount. or`in' such;. other'.
amount- as NMC approves zn confonu ty with this Agreement, and shall promptly.subrrazt such zzavozce:to the:::
I
I
BIB]
40740-U01
SIGNED-U02
BOARD-U02
REPORT-U02
SUPPORTING-U02
DOCS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99967-U03
AI103220-U03
DO104199-U03
C10-U03
BOARD-U03
REPORTS-U03
7/15/2011-U04
MARCELLAC-U04
16742-U05
4-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
5-U07
TO-U07
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/17/2011-U011
AGREEMENT-U012
A-11277)-U012
MARBLEHEAD-U012
GROUP-U012
LLC,-U012
CONTINUED-U012
MEDICAL-U012
STAFF-U012
CONSULTATIVE-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$1,330,500-U012
AN-U012
INCREASE-U012
OF-U012
$100,000)-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011TO-U012
JUNE-U012
30,-U012
2012.-U012
SIGNED BOARD REPORT AND SUPPO
�
�J
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 verioation�bf coverage shall be sent to NMC's Contracts/Purchasing Department, unless;
otherwise directed. The Contractor shall not receive a Notice to Proceed".with the. work under.
this Agreement until it has obtained all insurance required and NMC has approved such insurance;:
This approval of insurance shall neither relieve nor decrease the liability of the Contractor.
9,02' Oualifyina Insurers:
All coverage's, except surety, shall be issued by companies which hold a current�.pblicy holder's
alphabetic and financial size category rating of not less than A- VII, accorduig to. the current.
Best's Keys lZ.at g--Giiide or a company of equal fZZZancial stability that is approved by
Contractsurchasin;
9,03' Insurance Coverage Requirements; Without;; lin rung CONTRACTOR's duty. to, inde unjfy,f
CONTRACTOR shall maintain in effect throughout the term of this Agreement a policy: or
policies of insurance: rith� the following. nin1miuxi limits of liability:
Commercial general liability insurance. including- but not limited to premises-andoperations;
including coverage fox. Bodily Injury and:�'xoper�ty.Damage, Personal Injury, Contractual Liability
Broad form Property.Damage, Independent Contractors, Products and Cornpleted;Operations, with.
a cornbinedl'siiigle'limit'fox Bbdily Injury aud'Property Damage of not less`than $1,000,000� per.;
occurrence,
Exemption/Modification Justification attached; subject to approval),
Business automobile liability insurance, covering all motor vehicles, including owned, leased,
non-owned, and hired vehicles, used in providing services under this Agreement, tivith a combined
single limit for Bodily Injury and Property Damage of not less than $500,000 per occurrence.
O Exemption/Modification Justifioatiozi ettacired; subject to approval).
Workers' Compensation Insurance;: if CONTRACTOR employs others 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
0 ExemptionftvIodification.(Justification, attached;: subject to approval).
Professional liability: insurance, if. required f'or� the professional services being provided, e,g.
ltaose persons,':autlhorizec1- by: a license: tg.�engage� in.abusuzess or profession.regulated;.bg. th
and.$2;000,000.in-the aggregate,,to;.gover�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 iermiuation of-this Agreement; obtain extended reporting q yerage. tail,,
coverage" with the same liability. limits, Any. such tail coverage shall continue foi�at�.least three:,;;:
years following the expiration or earlier termination of this Agreement.
0 Exemption/:Mddi cation Justification attached;,subjectto approval).
Revised PSA Farm $100,000 or Less
3 of.8 Contractor:
Not to Exceed Amount:
Requisition or PO #:
BIB]
40740-U01
SIGNED-U02
BOARD-U02
REPORT-U02
SUPPORTING-U02
DOCS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99967-U03
AI103220-U03
DO104199-U03
C10-U03
BOARD-U03
REPORTS-U03
7/15/2011-U04
MARCELLAC-U04
16742-U05
4-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
5-U07
TO-U07
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/17/2011-U011
AGREEMENT-U012
A-11277)-U012
MARBLEHEAD-U012
GROUP-U012
LLC,-U012
CONTINUED-U012
MEDICAL-U012
STAFF-U012
CONSULTATIVE-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$1,330,500-U012
AN-U012
INCREASE-U012
OF-U012
$100,000)-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011TO-U012
JUNE-U012
30,-U012
2012.-U012
SIGNED BOARD REPORT AND SUPPO
��9.04, Other Insurance Requirements:
All insurance required by this Agreement shall be with a company acceptable to NMC,and. issued atid
executed by an admitted insurer authorized to transact Insurance business in the State of California, Unless
arising out of the CONTRACTOR'S work, including on n. and completed operations, and shall further
Cbunty ofMonterev,y its"officexsag�ents, and employees. as Additional Insureds.w.ith: kespect.fa liability.,:
Commercial general liability and automobile liability policies shall provide an endorsement naming the
above requirements,
insurance frOn each'subcontractor showing each subcontractor has identical insurance coverage.to;.:the;
subcontractor, if any, performing work under this Agreement, or be accomnpanied by a certificate ef;
shall-provide coverage:for Contractor and;additioiial insureds- with respect to clainxs,.arising rpm�each;,
of any endorsed reduction.in coverage or limit; cancellation, or intended non-renewal thereof Each policy;
Eacla.~liability poliey'sha1lprowide that NMC shall'be.given notice r' Mwriting at least thirty days in:adva??ce;,;,:
effect for a period of three years following the date CONTRACTOR completes its performance of services
under this. Agreement.
otherwise specified by this Agreement, all such insurance shall be Written on an occuurence basis,- or if the
policy is not w'riitten'on a ii occurrence basis, such policy with the coverage required, herein. shall continue in
provide that such insurance is primary insurance to and insurance or self-insurance. maintained b the
01 2000). The required endorsement form for Automobile Additional Insured endorsement is ISO Form
CA 20 48 02 99.
covered by-thP' CON7'RAlccTOk'S insurance.: The required endorserrtent.for& for CoriRmercial:General.
County and,tlurt-the insurance ofthe Additional. Insureds shall not be called.upon'to:contribute.to-aloss.;;,
LiabilityAdditionalInsured is ISO Form CG 20 10-1145 or CG.201010 01 in tirszdeni with CG.-j0 3710
within five"calendar days after any change is made in any insurance polipy,"wh,oh would alter the
information: ozi the Oertifieate than on file. Acceptance or approval of insurance shall iii no way modify or
change the indemnification clause in this Agreement, which shall continue in full force and effect.
Prior to the execution of this Agreement by NMC, CONTRACTOR shall file certificates of insurance with
NMC's Contraots/Purchasing Department, showing that the CONTRACTOR has in effect the insurance
required by this. Agreement. The: CONTRACTOR shall file a new or amended;. certiidcate of insurance
NMC's' Contracts/Purchasing Department. If the. certificate is not received by the expiration- dated NMC�,�
shall'notify CONTRACTOR and CONTRACTOR shall have five calendar days tosend, n_the,
evidencing no. lapse in coverage, during the interim. Failure by CONTRACTOR to maintain such uzsuran, ce,
is:a.--default of this Agieeineh% which entitles NMC at its sole cliseretioto tenpin tethis: Agzeemni t.:;,:
coverage required under this Agreement and shall send, without demand byNMC,� annual oertificates to
iuimeii7ately. c
1'0: RECORDS AND' CONR1DENTIALITY.
information receiVed from'NMC. or prepared in co=ecti.on with the performance oft1Zis;Agreement;.,:unless
complywith any.land.all-federal; state, and local Iaws;:i?vhioh.provide for the confidentiality-of records. and
10.01,4< Confidentiality: CONTRACTOR and its ofcers,'eixiployees, agents, and.subcontractors,shall
other, infotlnatiozi;'.CONTRAC-TOR shall-not disclose any confidential records: or other.col dential;',
promptly transmit to, NMC any and all requiests, for disclosure of any such ognf dential:. Xecords or.
iV1Y1L, specltipallypeimzts. UN' IKAC'1'OR tb disclose such records- or information:.:'.CONTRACTOR-:sh
Revised PSAForm $100,000 ovLess 4 of 8 Contractor:
Not to Exceed Amount:
Requisition or PO #:
i
BIB]
40740-U01
SIGNED-U02
BOARD-U02
REPORT-U02
SUPPORTING-U02
DOCS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99967-U03
AI103220-U03
DO104199-U03
C10-U03
BOARD-U03
REPORTS-U03
7/15/2011-U04
MARCELLAC-U04
16742-U05
4-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
5-U07
TO-U07
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/17/2011-U011
AGREEMENT-U012
A-11277)-U012
MARBLEHEAD-U012
GROUP-U012
LLC,-U012
CONTINUED-U012
MEDICAL-U012
STAFF-U012
CONSULTATIVE-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$1,330,500-U012
AN-U012
INCREASE-U012
OF-U012
$100,000)-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011TO-U012
JUNE-U012
30,-U012
2012.-U012
SIGNED BOARD REPORT AND SUPPO
��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
NMC any. NMC records w iah�CONTRACTOOR used or received from NMC to perform. services under finis
10.02. NMC Records. When-this. Agreement expires or terminates, CONTRACTOR shall return to
under this Agreement.
Agreement.
al payment under the Agreement
pertaining o matters: connected with the;perfornance.o
this Agreemen
three years aver t
for a perio
o
t
f
d
f
I
at the request of NMC or as part of. any audit of NMC, to the examination and audit o� the State Auditor,
involves the expenditure ofpublic funds in excess. of $10,000, the parties to this Agreement�may, be_subject,
services: provided under this Agreement Pursuant to Government Code section 8546;7, if this Agreement;
10,04, Access to and Audit of Records, NMC shall have the right to, exarnin,. nonitox and audit. all
records; documents,. conditions, and activities of the CONTRACTOR and its subcontractors related to
CONTRACTOR shall retain said records until such action is resolved.
ecepticn, or other action relating to this Agreementis pending at the, end of;the three year period,,tben
years after, receipt of: final payment under thi.s:;�Agreement.-. If any litigation, claim, negotiation, audit;
performed under this Agreement. CONTRACTOR shall maintain,.such records for.-a. period of at least three.,.:
records. that may be required by federal; state,. and; County plea and regulations, related, to services
10,03, Maintenance of Records. CONTRACTOR shall prepare, maintain, and.preservea11 reports and
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.
reproduce, publish, and use, and authorize others to do so, all original computer programs, writings, sound
10:05. Royalties and Inventions. NMC shall have a royalty-free, exclusive and irrevocable license to
11NON 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 o'
services to recipients...CONTRA�CTOR�shall ensure that.the evaluation and treatment of its employees and.
applicants for employment aril all persons receiving and requesting services are free of such discrimination.
federal, state, and local laws, and regulations. which prohibit discrizxzinatlon,,.The:.provision.of services...;.
CONTRACTOR and any subcontractor shall; in the performance of-this Agreementi-fully comply with all.
primarily or. exclusively'to-such target pdptilatioi~ as m'at' be designated.-in.this:Agreementairall not be
deeined to be.prohibited- disorizniiiation,
121:COMPLIANCE WITH TERMS-OF STATE OR FEDERAL GRANT. If this Agreement-has been-ot
will be-funded with monies received by NMC pursuant toa cozit'act with the. state bi' federal'gdvdr ffent in
which NMC is the grantee, CONTRACTOR will comply with all the provisions. of�.said�contract, to, the.
extent applicable to CONTRACTOR as a iubgrantee under'said contract;'-and said�:piovisi:ons shall be'
deeuled a part of this Agreement; as though-fully set'forehhei'e Upon request;'NMC: will. delivez a� copy of
sane contract to CONTRACTOR;-' t no cost to' GONTRA:CTOR.:
RGiised FSA Form$l 00,000 or Less.
5 of 8 Contractor:
Not to Exceed Amount:
Requisition or PO #,
BIB]
40740-U01
SIGNED-U02
BOARD-U02
REPORT-U02
SUPPORTING-U02
DOCS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99967-U03
AI103220-U03
DO104199-U03
C10-U03
BOARD-U03
REPORTS-U03
7/15/2011-U04
MARCELLAC-U04
16742-U05
4-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
5-U07
TO-U07
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/17/2011-U011
AGREEMENT-U012
A-11277)-U012
MARBLEHEAD-U012
GROUP-U012
LLC,-U012
CONTINUED-U012
MEDICAL-U012
STAFF-U012
CONSULTATIVE-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$1,330,500-U012
AN-U012
INCREASE-U012
OF-U012
$100,000)-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011TO-U012
JUNE-U012
30,-U012
2012.-U012
SIGNED BOARD REPORT AND SUPPO
��13. INDEPENDENT CONTRACTOR In the performance of work, duties, and obligations tinder this
Maine. an.d.Title�-
1Constitutiorz:Blvd: Salinas, CA:;.939.06:i
Address
County-6f Mpnterey. laarrnless fxo'm. any and�::all Iiability; which NMC may' fr G r because of
CONTIZA.CTOR'.s*fa.ih ire.;to pay such taxes:
Agreeinent,.:Tn connection. therewith.;'.CONTRACTOR shall defend, indemnify, and. hold�.NMC and.,the.
federal and state income taxes. and social. security, arising out of CONTRACTOR's:�performance. of-this","
CONTRACTOR. shall be: solely liable for and.-obligated to pay directly all applicable. te es including,:;
vacation, retirement benefits;.-: workers?eompezlsation coverage, insurance or' disability' benefits;'
this Agreement to reoerve frarnNMC any form of
employee benefits including but'not'limited.to sielt leave,::`
Agreement, CONTRACTOR-is-at all times acting and:performi.ng as an independent contractor and not as
an employee of NMC, No offer or obligation% of:perzuanent employment with NMC or:particttlar County
department or agency is intended in anymanzier, and CONTRACTOR shall not become'entitled by virtue
pre paid mail to NMC and, CONTRA CT.OR' contract administrators at the addresses
44, NOTIG S., Notices requir~d.under this, Agreement-shall delivered personally or by rst-Oiads;, postage
FOR NATIVIDAD:MBDICAL� CENTER!- I::;'�;:. FOR CONTRACTOR;
831.755.4111
Phone
15. MISCELLANEOUS PROVISIONS::
by`�NMC and the CONTRACTOR; A:waiver of ary of the terms and conditions of'tl greema
15.01 Conflict of Interest. CONTRACTOR represents that-it presently has no interest and agrees not to
acquire any interest�duriilg.the term' of this�Agreezuent, which would directly, or indirectly oontlic in
required to be renderedunder tlzis'= greement z<<::.:,.
any. iab r or'to any'degi'ee dt.h the full an coriiplete-perfor.mane of the pxofsssidzzel se viCeS
by'NMC andt e CONTRACTOR:.'.
15,02 Amendment, This-'Agreement may- be amended- or modified only by an'ins
15,03 Waiver. Any waiver of any terms and conditions, of this Agreement mu's't be'�iia ititig and. signed
shall not-be coilstrtied as a:'i aiver of any Ether tennis or conditions in this Agreemennt.`:
15.04 Cbiitractor:' The term CONTI ACTOR"- as izsed- in this Agreement:includes CQNT:RACTORis"'>
officefs, agent`, and employees acting an CONTRACTOR's� behalf in' the performance of thin
Yn
15.05' Disputes; CONTRACTOR shall continue to perform under this Agreement during:.azi:'disute:
Reyised PSA Farris $100,000' orLess 6. 0f 8 Contractor:.
Not to Exceed Alxzount:
Requisition or PO #:
BIB]
40740-U01
SIGNED-U02
BOARD-U02
REPORT-U02
SUPPORTING-U02
DOCS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99967-U03
AI103220-U03
DO104199-U03
C10-U03
BOARD-U03
REPORTS-U03
7/15/2011-U04
MARCELLAC-U04
16742-U05
4-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
5-U07
TO-U07
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/17/2011-U011
AGREEMENT-U012
A-11277)-U012
MARBLEHEAD-U012
GROUP-U012
LLC,-U012
CONTINUED-U012
MEDICAL-U012
STAFF-U012
CONSULTATIVE-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$1,330,500-U012
AN-U012
INCREASE-U012
OF-U012
$100,000)-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011TO-U012
JUNE-U012
30,-U012
2012.-U012
SIGNED BOARD REPORT AND SUPPO
��15.06 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 to
services covered by`this Agreement shall be subcontracted without.the prior written approval gf:
NMC: Notwithstanding any such subcontract, CONTRACTOR shall continue to be' liable ox;. the
performarice of allrequirexdents-ofthis Agreement:
7A
local laws acid'regulations' in performing this Agreement's:.
15;08 Compliance--with Applicable Law. The parties shall comply with all applicable: federal;, state.�au�
heirs:
upon and inure. to- the, benefit of the parties. and,their respective successors, pernutted assigiis~. and
and CONTRACTOR under this Agreement; to the extent assignable or delegable,�shall lie binding:;.
45.07 Successors and Assi hs. This Agreement-and the rights, privileges, duties,-and obligations of NMC-
15.09 Headings. The headings are for convenience. only and shall. not be used to interpret the:terms' of this;:;
15.10 Time is'of the- Time is of the essence in each and all of the provisions of this Agreement
15';11 Governing Law:
California:...
15.14 Counterparts.' This Agreement may be executed in two or more counterparts, each of which shall. be
deemed an original, but all of which together shall constitute one and the same Agreement.
Agreement or any amendment to this Agreement.
expressly reserve the right to contract with other entities for the seine or similar services,
15,13 Construction of Agreement. NMC and CONTRACTOR agree that each party has fully participated
in the review and revision of this Agreement and that any rule of construction to the effect that
ambiguities are to be resolved against the drafting party shall not apply in the interpretation.of this
15.12 Non-exclusive'Aareement. This Agreement is non-exclt:sive and both NMC and: CONTRACTOR-::.:
15; 5' Authori Aiiy individual exeeutirig thisAgreement;on:behalf of NMC=.or:the CON RACTOR;
represents and warrants hereby that he or she has the requisite authority to enter into.:this Agreement
on'behalf of such party and bind the party to the terms and conditions of this Agreement;
Agreement.-
CONTRACTOR' as of the-. effective.date of this- Agreement, which is, the date that. NMC. sign the'
and the CONTRACTOR with respect to the subject matter of this Agreement and sWl:supezsede:.all-,
prior negotiations,-.representations, nor agreements, eithex~;vrritten Or o al;.;between N.MC and the
15.16� hitagiation, This-Agreement, including the exhibits, represent the entire Agreement tptw_een-Ni1d0
5,1.7, Iinteipretation"of Coriflicting.Prdvisions:-,In the, event olpnyooniot or inconsistent be vi!een;tlze,:;
provisions of thus Agreemeut'.;and� the.; Provisions of any exhibit or other attachment to tins-'
Agreement, the provisions of thus Agrees
Revised PSA Form $100,000 or Less:.'
This Agreement shall be governed by and interpreted under.-the laws, of the State of:'.:
7 of 8 Contractor:
Not to Exceed Amount:
Requisition or PO #:
BIB]
40740-U01
SIGNED-U02
BOARD-U02
REPORT-U02
SUPPORTING-U02
DOCS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99967-U03
AI103220-U03
DO104199-U03
C10-U03
BOARD-U03
REPORTS-U03
7/15/2011-U04
MARCELLAC-U04
16742-U05
4-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
5-U07
TO-U07
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/17/2011-U011
AGREEMENT-U012
A-11277)-U012
MARBLEHEAD-U012
GROUP-U012
LLC,-U012
CONTINUED-U012
MEDICAL-U012
STAFF-U012
CONSULTATIVE-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$1,330,500-U012
AN-U012
INCREASE-U012
OF-U012
$100,000)-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011TO-U012
JUNE-U012
30,-U012
2012.-U012
SIGNED BOARD REPORT AND SUPPO
��aFpag
Name and Title
*INSTR[ICTIOTTSr Ii GDNTR-ACTOR is a cozpozation; incluc~iing'liziiited liabilit} znd box-profit,corpdrations; the ulZ;tegal name of
the corporation shall beset i'orth a1hove together With the signatdi es'of two'speozfied officers, it C NTRAG7 ORis. a parnersnip, 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 an individual capacity, the individual shall set forth. the name. of the
business,- if any, end shall, pjrsonaIly sign the Agreeurtent.
Approval by Risk Management is necessary only if changes are invade in paragraph 8 or 9
Approval by Auditor/Controller is necessary only if changes are made in paragraph 6 or if changes are xnde, in paragraph 2 by.
amendment.
Revised FSA Form $100;b00 orLess
8 of 8 Contractor;
Not to Exceed Amount;
Requisitioivor PO #:
IN WITNESS WMREOP, County and CONTRACTOR have executed this Agreement.as of the day and
near written below.
Date:
Ap~aroyed as to F
Approved as to Fiscal Pro-visions
By:
Auditor/Cons
Date:
Ibabla
RISK MANAGEMENT
01 l T1' MONTE2REY
Approved as A
t~ff
Ag'M I DEMNJTY/
li~5URANCE- LANGUAGE::.
CONTRACT-OR
Signature of Chair,, President; or'
Vice-President)*.
L/Sff so2o~9` nlErrnee7z.:
Name and Title
Signature of Secretary, Asst. Sec
Treasurer or Asst, Treasurer)*l
I
BIB]
40740-U01
SIGNED-U02
BOARD-U02
REPORT-U02
SUPPORTING-U02
DOCS-U02
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7/15/2011-U04
MARCELLAC-U04
16742-U05
4-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
5-U07
TO-U07
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/17/2011-U011
AGREEMENT-U012
A-11277)-U012
MARBLEHEAD-U012
GROUP-U012
LLC,-U012
CONTINUED-U012
MEDICAL-U012
STAFF-U012
CONSULTATIVE-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$1,330,500-U012
AN-U012
INCREASE-U012
OF-U012
$100,000)-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011TO-U012
JUNE-U012
30,-U012
2012.-U012
SIGNED BOARD REPORT AND SUPPO
��
CONTRACTOR: The Marblehead Oroun, LLC
SCOPE Olt SER'VXO.ES:
Provide assistance to Natividad Medical Center NMC) interim senior managementteaxn,
Chief Medical Officer(CMO), Chief xecutive Officer-(CEO), and Chief Financial
Officer CFO)) by facilitating knowledge transfer of improvement initiatives~developed.
by the Wellspring Partners, Physician Services Team to.NMC.
PAYMENT PRO ISMONS
$1700 per day
$850.per half day
Days per week Average 3 days per week
Minimum contract period 90 days
Travel costs To be reimbursed in accordance with Monterey County Travel Policy
Estimated travel costs $1600/week)
Will invoice consultant fees on the 15"- and 30" of each month.
11
BIB]
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SIGNED BOARD REPORT AND SUPPO
��ACOROI,. CERTIFICATE OF LIABILITY INSURANCE
1 DATE
03-11-2010
PRODUCER
BUSINESS OWNER'S INS AGENCY/PHS
165793 P: 866)467-8730 F: 877)905-0457 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
PO BOX 33015
SAN ANTONIO TX 78265 INSURERS AFFORDING COVERAGE
INSURED INSURER A: Hartford Casualty Ins Co
INSURER B:
THE MARBLEHEAD GROUP LLC INSURER C:
701 S BROADWAY INSURER D:
REDONDO BEACH CA 9 0 2 7 7 INSURER E:
COVERAGES
THE PdLICIES OF INSURANCE LISTED BELOW IIAVE 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR PO ICY
TYPE OF INSURANCE POLICY NUMBER
LTR DATE IMMFDDYYE
LIMITS
PDATE MM/DD YION
GENERAL LIABILITY EACH OCCURRENCE $1,000, 000
A COMMERCIAL GENERAL LIABILITY 72 SBA TU5 74 7 05/22/10 05/22/11 FIRE DAMAGE Any one fire) s300,000
CLAIMS MADE X] OCCUR MED EXP Any one person) $10, 000
X General Liab PERSONAL & ADV INJURY $1 0 0 0 0 0 0
GENERAL AGGREGATE s2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS COMP/OP AGO s2,000,000
POLICY J R1 ECT X LOC
AUT OMOBILE LIABILITY COMBINED SINGLE LIMIT
E $1, 000, 000
A I ANYAUTO 72 SBA TU5747 05/22/10 aaccident)
05/22/11 I
ALL OWNED AUTOS
BODILY INJURY
SCHEDULED AUTOS
Per person) $
X HIRED AUTOS
BODILY INJURY
X
NON-OWNED AUTOS
Per accident, $
PROPERTY DAMAGE
$
Per accident)
GARAGE LIABILITY AUTO ONLY EA ACCIDENT $
ANY AUTO OTHER THAN EA ACC $
AUTO ONLY: AGO $
EXCESS LIABILITY EACH OCCURRENCE $
OCCUR CLAIMS MADE AGGREGATE $
DEDUCTIBLE $
RETENTION $ $
WORKERS COMPENSATION AND WC STATUS OTH-
TORY LIMITS ER
EMPLOYERS' LIABILITY
E.L. EACH ACCIDENT $
E.L. DISEASE EA EMPLOYEE $
E.L. DISEASE POLICY LIMIT $
OTHER
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS
Those usual to the Insured's Operations.Certificate holder is an Additional
Insured per the Business Liability Coverage Form SS0008, attached to this
CERTIFICATE HOLDER
CANCELLATION
SHOULD ANY OF LHE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL
30 DAYS WRITTEN NOTICE 10 DAYS FOR NON-PAYMENT) TO THE CERTIFICATE
HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO
OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
REPRESENTATIVES.
ADDITIONAL INSURED; INSURER LETTER:
County of Monterey, Its Officers,
Agents, & Employees
1441 CONSTITUTION BLVD
SALINAS,CA,93906
SENTATiVE 7 t
ACORD 25-S 7/97) ACORD CORPORATION 1988
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40740-U01
SIGNED-U02
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DOCS-U02
LI21329-U03
FO96183-U03
FO96184-U03
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7/15/2011-U04
MARCELLAC-U04
16742-U05
4-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
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CENTER-U07
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960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/17/2011-U011
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AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$1,330,500-U012
AN-U012
INCREASE-U012
OF-U012
$100,000)-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011TO-U012
JUNE-U012
30,-U012
2012.-U012
SIGNED BOARD REPORT AND SUPPO
��POLICY NUMBER: 72 SBA TU5747
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED PERSON-ORGANIZATION
COUNTY OF MONTEREY, ITS OFFICERS, AGENTS, & EMPLOYEES
1.441. CONSTITUTION BLVD.
SALINAS, CA 93906
THE COUNTY OF MONTERY, ITS AGENTS, OFFICERS, AND EMPLOYEES AS WITH
RESPECT ARISING OUT OF THE CONTRACTOR'S WORK INCLUDING ONGOING AND
COMPLETED OPERATIONS
855 E LAUREL DRIVE, BLDG C
SALINAS, CA 93905
IT IS UNDERSTOOD AND AGREED THAT THIS INSURANCE IS PRIMARY AND ANY
INSURANCE MAINTAINED BY THE ADDITIONAL INSURED SHELL BE EXCESS ONLY,
NOT CONTRIBUTORY WITH THIS INSURANCE.
Form IH 12 00 11 85 T SEQ. NO. 003 Printed in U.S.A. Page 001
Process Date: 03/11/09 Expiration Date: 05/22/10
UW COPY
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40740-U01
SIGNED-U02
BOARD-U02
REPORT-U02
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LI21329-U03
FO96183-U03
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THE-U012
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2011TO-U012
JUNE-U012
30,-U012
2012.-U012
SIGNED BOARD REPORT AND SUPPO
��Exhibit B
Business J'ustifIcafion7Modt cation.
For Usa Soroita ABA The Marblehead Group LLC
Workers' CorntiensafionIn nraneeRegiiirernenfs
Rnsiness'J estiticatsoix
The vendor' is a single inember LLC see attaohed'WW-9) aticl has nq employees at this
time. Hov,>eve in the event tl~ e vendor hire's an-eiriployee(s), vendor agrees to obtain.
Worlcers`.CbmpensationInstirance coveragepursuap to this Agreement.
Fair William Foley
Chief Executive Officer
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