Title
a. Authorize the Interim Chief Executive Officer for Natividad Medical Center (NMC) or a designee to execute a nonstandard Novation Agreement, effective Date Last Signed (Effective Date), with Corepoint Health, LLC (Corepoint), a Delaware limited liability company, and InterOperability Bidco, Inc., a Delaware corporation, doing business as Rhapsody (Rhapsody), whereby Corepoint agrees to assign, and Rhapsody agrees to assume, all obligations and liabilities under the Software License and Services Agreement dated March 5, 2016, as amended and renewed (Contract No. 974) (Original Agreement) between the County of Monterey and Corepoint; and
b. Authorize the Auditor-Controller to pay Rhapsody outstanding invoices due and owing in the total amount of $118,537 for services rendered under the Original Agreement and as specified in the Novation Agreement; and
c. Authorize the Interim Chief Executive Officer for Natividad Medical Center (NMC) or a designee to execute renewal and amendment No. 5 to the Original Agreement with Rhapsody as assignee to that agreement, for software product and support services, extending the agreement an additional one (1) year period (retroactive March 5, 2026 through March 4, 2027) for a revised full agreement term of March 5, 2016 through March 4, 2027, and adding $80,405 for a revised total agreement amount not to exceed $728,742.
Report
RECOMMENDATION:
It is recommended the Board of Supervisors:
a. Authorize the Interim Chief Executive Officer for Natividad Medical Center (NMC) or a designee a. Authorize the Interim Chief Executive Officer for Natividad Medical Center (NMC) or a designee to execute a nonstandard Novation Agreement, effective Date Last Signed (Effective Date), with Corepoint Health, LLC (Corepoint), a Delaware limited liability company, and InterOperability Bidco, Inc., a Delaware corporation, doing business as Rhapsody (Rhapsody), whereby Corepoint agrees to assign, and Rhapsody agrees to assume, all obligations and liabilities under the Software License and Services Agreement dated March 5, 2016, as amended and renewed (Contract No. 974) (Original Agreement) between the County of Monterey and Corepoint; and
b. Authorize the Auditor-Controller to pay Rhapsody outstanding invoices due and owing in the total amount of $118,537 for services rendered under the Original Agreement and as specified in the Novation Agreement; and
c. Authorize the Interim Chief Executive Officer for Natividad Medical Center (NMC) or a designee to execute renewal and amendment No. 5 to the Original Agreement with Rhapsody as assignee to that agreement, for software product and support services, extending the agreement an additional one (1) year period (retroactive March 5, 2026 through March 4, 2027) for a revised full agreement term of March 5, 2016 through March 4, 2027, and adding $80,405 for a revised total agreement amount not to exceed $728,742.
SUMMARY:
In March 2016, the County of Monterey, on behalf of Natividad Medical Center entered into an agreement (“Original Agreement”) with Corepoint for a software and services at Natividad. Corepoint wishes to assign, and Rhapsody wishes to assume, all obligations and liabilities under the Original Agreement, as amended and renewed, between the County and Corepoint. Certain outstanding invoices specifically identified in the proposed Novation Agreement between the County, Corepoint, and Rhapsody remain due and owing under the Original Agreement now expired. Pursuant to the Novation Agreement, the County, Corepoint, and Rhapsody agree that these remaining invoices should be paid to Rhapsody, which assumed without interruption the provision of services from Corepoint.
DISCUSSION
Corepoint seeks County’s consent to Corepoint’s assignment of its obligations and liabilities under the Original Agreement to Rhapsody, Certain outstanding invoices for services rendered under the Original Agreement remain to be paid. If approved, the novation agreement would permit the County to pay Rhapsody for these remaining invoices, with the original contractor Corepoint’s consent, even though the Original Agreement has expired. Board authority is sought for the CEO NMC’s execution of the novation agreement and for Auditor-Controller’s payment of the invoices set forth in the novation agreement in a legally appropriate manner.
Natividad and Rhapsody wish to revive and extend the term of the Original Agreement, as amended and renewed, and, to achieve this, seek approval of a renewal and amendment no. 5 to that agreement. Rhapsody has continued to provide the services without interruption under this agreement, and Natividad wishes for those services to continue and to pay for those services.
OTHER AGENCY INVOLVEMENT:
The Office of County Counsel has reviewed and approved this novation agreement and this renewal and amendment no. 5 to form, and the Auditor-Controller has reviewed and approved as to payment provisions. The novation agreement and renewal and amendment no. 5 has also been reviewed and approved by NMC’s Finance Committee and by its Board of Trustees on June 5, 2026.
FINANCING:
The cost for this novation agreement and related invoices is $118,537 which is included in the FY 2024-2025 Adopted Budget. The cost for this renewal and amendment no. 5 is $80,405 which is included in the FY 2025-2026 Adopted Budget. There is no impact on the General Fund with this action.
BOARD OF SUPERVISORS STRATEGIC PLAN GOALS SECTION:
This item meets the Board’s strategic plan goal.
__ Well-Being and Quality of Life
__ Sustainable Infrastructure for Present and Future
__ Safe and Resilient Communities
__Diverse and Thriving Economy
X Administrative
Prepared by: Stacy Saetta, Chief Deputy County Counsel, 234-1270
Approved by: Nancy Buscher, Interim Chief Executive Officer, 783-2560
Attachment(s):
Board Report
Novation Agreement
Invoices# INV72158, INV72372, INV72160, and INV75663
InterOperability Bidco, Inc.d/b/a Rhapsody Renewal and Amendment No. 5
Software License and Services Agreement dated March 5, 2016, as amended and renewed (Contract No. 974) (“Original Agreement”)
Attachments on file with the Clerk of the Board