COMPLETED BOARD ORDER"�|E�N+�Before the Board of Supervisors in and for the
County of Monterey, State of California
Agreement No. A-11739
Authorize the Purchasing Manager for Natividad
Medical Center NMC) to execute the renewal
Professional Medical Services Agreement with
Michael Sepulveda MD to provide Internal Medicine
Services at NMC in an amount not to exceed $150,000
for the period July 1, 2011 to June 30, 2012
Upon motion of Supervisor Salinas, seconded by Supervisor Armenta, and carried
by those members present, the Board hereby;
31
Authorized the Purchasing Manager for Natividad Medical Center NMC) to
execute the renewal Professional Medical Services Agreement with Michael
Sepulveda MD to provide Internal Medicine Services at NMC in an amount not to
exceed $150,000 for the period July 1, 2011 to June 30, 2012.
PASSED AND ADOPTED on this 14t" day of June, 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 June 14, 2011.
Dated: June 17, 2011 Gail T. Borkowski, Clerk of the Board of Supervisors
County of Monterey, State of California
Deputy
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COMPLETED BOARD ORDER"�|E�N+�NMC-60-ARO-2011
PROFESSIONAL SERVICES AGREEMENT
by and between
NATIVIDAD MEDICAL CENTER Hospital")
and
MICHAEL SEPULVEDA, M.D. Contractor")
LA\2246414.3
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COMPLETED BOARD ORDER"�|E�N+�PROFESSIONAL SERVICES AGREEMENT
THIS PROFESSIONAL SERVICES AGREEMENT this Agreement") is
entered into as of July 1, 2011, by and between COUNTY OF MONTEREY County") on
behalf of NATIVIDAD MEDICAL CENTER Hospital"), and MICHAEL SEPULVEDA,
M.D., an individual Contractor"). County, Hospital and Contractor are sometimes referred to
in this Agreement as a Party" or, collectively, as the Parties."
RECITALS
A. County owns and operates Hospital, a general acute care teaching hospital facility
located in Salinas, California under its acute care license.
B. Contractor is duly licensed to practice medicine in the State of California the
State"). Contractor is board certified for the practice of medicine in the specialty of internal
medicine the Specialty").
C. Hospital must arrange for the provision of professional consultation and treatment
of patients who present to the emergency department ED") and/or who are admitted as
Hospital inpatients in need of medical care or treatment in the Specialty, collectively, the Non-
Clinic Patients"), without regard to any consideration other than medical condition.
D. Hospital has considered the following factors in determining the necessity and
amount of compensation payable to Contractor pursuant to this Agreement:
1. The nature of Contractor's duties as contemplated by this Agreement.
2. Contractor's qualifications.
AGREEMENT
THE PARTIES AGREE AS FOLLOWS:
ARTICLE I.
CONTRACTOR'S OBLIGATIONS
1.1 Professional Services.
a) Contractor shall provide the professional services described in
Exhibit 1.1(a) the Professional Services") to Non-Clinic Patients, upon the terms and subject
to the conditions set forth in this Agreement.
1.2 Teaching Services. Contractor shall provide to Hospital those teaching services
set forth in Exhibit 1.2 collectively, the Teaching Services"). Contractor shall not be
separately compensated for the provision of Teaching Services under this Agreement.
1.3 Additional Services. Contractor shall provide to Hospital those additional
services set forth in Exhibit 1.3 the Additional Services"), upon the terms and subject to the
LA\2246414.3
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COMPLETED BOARD ORDER"�|E�N+�conditions set forth in this Agreement. The Professional Services, Teaching Services and
Additional Services are sometimes referred to collectively in this Agreement as the Services."
1.4 Personal Services. This Agreement is entered into by Hospital in reliance on the
professional skills of Contractor. Contractor shall be solely responsible for performing the
Services and otherwise fulfilling the terms of this Agreement, except as specifically set forth in
this Agreement.
1.5 Time Commitment. Contractor shall allocate time among the Professional
Services, Teaching Services and Additional Services as reasonably requested by Hospital from
time to time.
1.6 Availability. Contractor shall be available to provide the Services on a twenty-
four 24) hour per day, seven 7) day per week basis. On or before the first 1st) day of each
month, Contractor shall inform Hospital of Contractor's schedule of availability to perform the
Services during the following month. Contractor shall use his or her best efforts to adjust such
schedule of availability if reasonably requested by Hospital in order to meet Hospital's needs for
the Services.
1.7 Absences. If Contractor is unable or reasonably expected to be unable to provide
the Services for any reason for a period of greater than thirty 30) consecutive days or sixty 60)
days in the aggregate over any three 3) month period, Contractor shall designate a qualified
replacement to provide the Services on behalf of Contractor, subject to the prior written approval
of Hospital. Contractor shall ensure that any such designated replacement meets any and all
obligations and requirements of Contractor under this Agreement. If the length of Contractor's
absence is anticipated to be or actually is longer than sixty 60) calendar days, the person who
provides the Services in Contractor's absence shall execute a written acknowledgment in form
and substance acceptable to Hospital agreeing to be bound by all terms of this Agreement.
Except in the event of absence due to illness or disability, Hospital shall have the right to
approve the length of Contractor's absence, and any unapproved absence shall constitute a
breach of this Agreement.
1.8 Time Reports. Contractor shall maintain and submit to Hospital monthly time
sheets that provide a true and accurate accounting of time spent on a daily basis providing the
Services. Such time sheets shall be on the then-current form provided by Hospital attached
hereto as Exhibit 1.8. Contractor shall submit all such time sheets to Hospital no later than the
tenth 10th) day of each month for Services provided by Contractor during the immediately
preceding month.
1.9 Medical Staff. Contractor shall be a member in good standing in the active
staff" category of Hospital's Medical Staff and have and maintain all clinical privileges at
Hospital necessary for the performance of Contractor's obligations under this Agreement. If, as
of the Effective Date as defined in Section 5.1), Contractor is not a member in good standing in
the active staff' category of the Medical Staff or does not hold all clinical privileges at Hospital
necessary for the performance of Contractor's obligations hereunder, Contractor shall have a
reasonable amount of time, which in no event shall exceed sixty 60) calendar days from the
Effective Date, to obtain such membership and/or clinical privileges; provided, however, that
2
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COMPLETED BOARD ORDER"�|E�N+�Hospital may immediately terminate this Agreement if Hospital determines that Contractor is not
diligently pursuing such membership and/or clinical privileges in accordance with the normal
procedures set forth in the Medical Staff bylaws. Contractor may obtain and maintain medical
staff privileges at any other hospital or health care facility at Contractor's sole expense.
1.10 Professional Qualifications. Contractor shall have and maintain an unrestricted
license to practice medicine in the State. Contractor shall be board certified in the Specialty by
the applicable medical specialty board approved by the American Board of Medical Specialties.
Contractor shall have and maintain a valid and unrestricted United States Drug Enforcement
Administration DEA") registration.
1.11 Review of Office of the Inspector General OIG") Medicare Compliance
Bulletins. The OIG from time to time issues Medicare compliance alert bulletins. To the extent
applicable to Contractor's performance under this Agreement, Contractor shall undertake to
review, be familiar with and comply with all applicable requirements of such OIG compliance
bulletins.
1.12 Performance Standards. Contractor shall comply with all bylaws, Medical Staff
policies, rules and regulations of Hospital and the Medical Staff collectively, the Hospital
Rules"), and all protocols applicable to the Services or the Hospital the Protocols").
1.13 Code of Conduct. Contractor hereby acknowledges receipt of Hospital's Code of
Conduct which is attached to this Agreement as Exhibit 1.13 the Code"), and agrees that
Contractor has been given ample opportunity to read, review and understand the Code. With
respect to Contractor's business dealings with Hospital and Contractor's performance of the
Services described in this Agreement, Contractor shall not act in any manner which conflicts
with or violates the Code, and shall not cause another person to act in any manner which
conflicts with or violates the Code. Contractor shall comply with the Code as it relates to
Contractor's business relationship with Hospital or any Affiliate, subsidiaries, employees, agents,
servants, officers, directors, contractors and suppliers of every kind.
1.14 Continuing Medical Education. Contractor shall participate in continuing
medical education as necessary to maintain licensure, professional competence and skills
commensurate with the standards of the medical community and as otherwise required by the
medical profession.
1.15 Use of Space. Contractor shall use Hospital's premises and space solely and
exclusively for the provision of the Services, except in an emergency or with Hospital's prior
written consent.
1.16 Notification of Certain Events. Contractor shall notify Hospital in writing
within twenty-four 24) hours after the occurrence of any one or more of the following events:
a) Contractor becomes the subject of, or materially involved in, any
investigation, proceeding, or disciplinary action by: Medicare and Medicaid programs or any
other Federal health care program, as defined at 42 U.S.C. Section 1320a-7b(f) collectively, the
Federal Health Care Programs") or state equivalent, any state's medical board, any agency
responsible for professional licensing, standards or behavior, or any medical staff;
3
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COMPLETED BOARD ORDER"�|E�N+�b) Contractor's medical staff membership or clinical privileges at any
hospital are denied, suspended, restricted, revoked or voluntarily relinquished, regardless of the
availability of civil or administrative hearing rights or judicial review with respect thereto;
c) Contractor becomes the subject of any suit, action or other legal
proceeding arising out of Contractor's professional services;
d) Contractor is required to pay damages or any other amount in any
malpractice action by way of judgment or settlement;
e) Contractor becomes the subject of any disciplinary proceeding or action
before any state's medical board or similar agency responsible for professional standards or
behavior;
f) Contractor becomes incapacitated or disabled from providing the Services,
or voluntarily or involuntarily retires from the practice of medicine;
g) Contractor's license to practice medicine in the State is restricted,
suspended or terminated, regardless of the availability of civil or administrative hearing rights or
judicial review with respect thereto;
h) Contractor is charged with or convicted of a criminal offense;
i)
any act of nature or any other event occurs which has a material adverse
effect on Contractor's ability to provide the Services; or
j) Contractor is debarred, suspended, excluded or otherwise ineligible to
participate in any federal or state health care program.
1.17 Representations and Warranties by Contractor. Contractor represents and
warrants that: a) Contractor's license to practice medicine in any state has never been
suspended, revoked or restricted; b) Contractor has never been reprimanded, sanctioned or
disciplined by any licensing board or medical specialty board; c) Contractor has never been
excluded or suspended from participation in, or sanctioned by, any Federal Health Care Program;
d) Contractor has never been denied membership and/or reappointment to the medical staff of
any hospital or health care facility; e) Contractor's medical staff membership or clinical
privileges at any hospital or health care facility have never been suspended, limited or revoked
for a medical disciplinary cause or reason; and f) Contractor has never been charged with or
convicted of a felony, a misdemeanor involving fraud, dishonesty, controlled substances, or
moral turpitude, or any crime relevant to the provision of medical services or the practice of
medicine.
1.18 Nondiscrimination. Contractor shall not differentiate or discriminate in
performing the Services on the basis of race, religion, creed, color, national origin, ancestry, sex,
physical disability, mental disability, medical condition, marital status, age, sexual orientation or
payor, or on any other basis prohibited by applicable law.
4
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COMPLETED BOARD ORDER"�|E�N+�1.19 Non-Exclusive Services. The Services provided by Contractor hereunder are
intended to be non-exclusive. Notwithstanding the above, during the term of this Agreement,
Contractor shall undertake to retain the service capacity necessary to provide those Services
described in this Agreement, to the extent necessary to serve the reasonably foreseeable patient
needs for medical care at Hospital and the administrative services hereunder.
1.20 Compliance with Grant Terms. If this Agreement has been or will be funded
with monies received by Hospital or County pursuant to a contract with the state or federal
government or private entity in which Hospital or County is the grantee, Contractor shall 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, Hospital shall deliver a copy of said
contract to Contractor at no cost to Contractor.
ARTICLE II.
COMPENSATION
2.1 Compensation. Hospital shall pay to Contractor the amount determined in
accordance with Exhibit 2.1 the Compensation"), upon the terms and conditions set forth
therein. The total amount payable by Hospital to Contractor under this Agreement shall not
exceed the sum of One Hundred Fifty Thousand Dollars $150,000.00).
2.2 Billing and Collection. Hospital shall have the sole and exclusive right to bill
and collect for any and all Professional Services rendered to Non-Clinic Patients by Contractor
under this Agreement the NMC Services"). Hospital shall have the sole and exclusive right,
title and interest in and to accounts receivable with respect to such NMC Services.
a) Assignment of Claims. Contractor hereby assigns or reassigns, as the
case may be) to Hospital all claims, demands and rights of Contractor for any and all NMC
Services rendered by Contractor pursuant to this Agreement. Contractor shall take such action
and execute such documents e.g., CMS Forms 855R and 8551), as may be reasonably necessary
or appropriate to effectuate the assignment or reassignment, as the case may be) to Hospital of
all claims, demands and rights of Contractor for any and all NMC Services rendered by
Contractor pursuant to this Agreement.
b) Fees and Rates. Hospital shall have the right to determine, after
consultation with Contractor, all rates and charges for NMC Services rendered by Contractor
pursuant to this Agreement, including fee-for-service rates.
c) Cooperation with Billing and Collections. Contractor shall cooperate
with Hospital in the billing and collection of fees with respect to NMC Services rendered by
Contractor. Without limiting the generality of the foregoing, Contractor shall cooperate with
Hospital in completing such claim forms with respect to NMC Services rendered by Contractor
pursuant to this Agreement as may be required by insurance carriers, health care service plans,
governmental agencies, or other third party payors.
d) Hospital as Exclusive Source for Compensation for NMC Services.
Contractor shall seek and obtain compensation for the performance of NMC Services only from
Hospital. Contractor shall not, bill, assess or charge any fee, assessment or charge of any type
5
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COMPLETED BOARD ORDER"�|E�N+�against any Hospital patient or any other person or entity for NMC Services rendered by
Contractor pursuant to this Agreement. Contractor shall promptly deliver to Hospital any and all
compensation, in whatever form, that is received by Contractor for NMC Services rendered by
Contractor pursuant to this Agreement, including any amount received from any Managed Care
Organization as defined below) for NMC Services rendered by Contractor pursuant to this
Agreement.
e) Indemnification for Billing Information. Contractor hereby agrees to
indemnify County, Hospital, its officers, supervisors, trustees, employees and agents, from and
against any and all liability, cost, loss, penalty or expense including, without limitation,
attorneys' fees and court costs) incurred by Hospital resulting from negligent acts or negligent
omissions of Contractor which result in inaccurate and/or improper billing information furnished
by Contractor and relied on by Hospital regarding Professional Services rendered by Contractor
to Non-Clinic Patients, to the extent such liability, cost, loss, penalty or expense exceeds the
amount of payment or reimbursement actually received by Hospital for such services.
2.3 Third Party Payor Arrangements.
a) Contractor shall cooperate in all reasonable respects necessary to facilitate
Hospital's entry into or maintenance of any third party payor arrangements for the provision of
services under Federal Health Care Programs or any other public or private health and/or hospital
care programs, including insurance programs, self-funded employer health programs, health care
service plans and preferred provider organizations.
b) To enable Hospital to participate in any third party payor arrangement,
Contractor shall, not more than ten 10) business days following Hospital's request:
i)
Initiate enrollment as a provider if required by the third party
payor), separate from Hospital, with any third party payor or
intermediate organization including any independent practice
association) each, a Managed Care Organization") designated
by Hospital for the provision of Professional Services to Hospital
patients covered by such Managed Care Organization;
ii) Complete any documents e.g., CAQH Universal Provider
Datasource form) as may be reasonably necessary or appropriate to
effectuate enrollment;
iii)
Enter into a written agreement with such Managed Care
Organization as may be necessary or appropriate for the provision
of Professional Services to Hospital patients covered by such
Managed Care Organization; and/or
iv) Enter into a written agreement with Hospital regarding global
billing, capitation or other payment arrangements as may be
necessary or appropriate for the provision of Professional Services
to Hospital patients covered by such Managed Care Organization.
6
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COMPLETED BOARD ORDER"�|E�N +�ARTICLE III.
INSURANCE AND INDEMNITY
3.1 Evidence of Coverage. Prior to commencement of this Agreement, the
Contractor shall provide a Certificate of Insurance" certifying that coverage as required herein
has been obtained. Individual endorsements executed by the insurance carrier shall accompany
the certificate. In addition, the Contractor upon request shall provide a certified copy of the
policy or policies. This verification of coverage shall be sent to Hospital's Medical Staff Office,
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 Hospital has approved such
insurance. This approval of insurance shall neither relieve nor decrease the liability of the
Contractor.
3.2 Qualifying Insurers. All coverages except surety, shall be issued by companies
which hold a current policy holder's alphabetic and financial size category rating of not less than
A-VII, according to the current Best's Key Rating Guide or a company of equal financial
stability that is approved by Hospital's Contracts/Purchasing Director.
3.3 Insurance Coverage Requirements. Without limiting Contractor's duty to
indemnify, Contractor shall maintain in effect throughout the term of this Agreement, at
Contractor's sole cost and expense, a policy or policies of insurance with the following minimum
limits of liability:
a) Professional liability insurance, covering Contractor with coverage of
not less than One-Million Dollars $1,000,000) per physician per occurrence and Three-Million
Dollars $3,000,000) per physician in the aggregate; or such other amount(s) of professional
liability insurance as may be required by Article 2.2-1 of Hospital's Medical Staff Bylaws from
time to time, to cover liability for malpractice and/or errors or omissions made in the course of
rendering services under this Agreement. If any professional liability insurance covering
Contractor is procured on a Claims Made" rather than Occurrence" basis, then Contractor shall
either continue such coverage or obtain extended reporting coverage Tail Coverage"), as
appropriate, upon the occurrence of any of the following: i) termination or expiration of this
Agreement; ii) change of coverage if such change shall result in a gap in coverage; or iii)
amendment, reduction or other material change in the then existing professional liability
coverage of Contractor if such amendment, reduction or other material change will result in a
gap in coverage. Any Tail Coverage shall have liability limits in the amount set forth above and
shall in all events continue in existence until the greater of: a) three 3) years or b) the longest
statute of limitations for professional and general liability for acts committed has expired. All
insurance required by this Agreement shall be with a company acceptable to County and issued
and executed by an admitted insurer authorized to transact insurance business in the State.
b) 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 One Million Dollars $1,000,000) per occurrence.
7
LA\2246414.3
BIB]
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COMPLETED BOARD ORDER"�|E�N
+�Exemption/Modification Justification attached; subject to approval).
c) 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
One Million Dollars $1,000,000) per occurrence.
Exemption/Modification Justification attached; subject to approval).
d) 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 One Million Dollars $1,000,000) each person,
One Million Dollars $1,000,000) each accident and One Million Dollars $1,000,000) each
disease.
Exemption/Modification Justification attached; subject to approval).
3.4 Other Insurance Requirements. All insurance required by this Agreement shall
be with a company acceptable to Hospital and issued and executed by an admitted insurer
authorized to transact insurance business in the State. 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 3) years following the date Contractor completes its performance of
services under this Agreement.
Each liability policy shall provide that Hospital shall be given notice in writing at
least thirty 30) days in advance of any endorsed reduction in coverage or limit, cancellation, or
intended non-renewal thereof. Each policy shall provide coverage for Contractor and additional
insured with respect to claims arising from each subcontractor, if any, performing work under
this Agreement, or be accompanied by a certificate of insurance from each subcontractor
showing each subcontractor has identical insurance coverage to the above requirements.
Commercial general liability and automobile liability policies shall provide an
endorsement naming the County ofMonterey, its officers, agents, and employees as Additional
Insureds with respect to liability arising out of the Contractor's work, including ongoing and
completed operations, and shall further provide that such insurance is primary insurance to any
insurance or self-insurance maintained by the County and that the insurance of the Additional
Insureds shall not be called upon to contribute to a loss covered by the Contractor's insurance.
The required endorsement from for Commercial General Liability Additional Insured is ISO
Form CG 20 10 11-85 or CG 20 10 10 01 in tandem with CG 20 37 10 01 2000). The required
endorsement from for Automobile Additional Insured Endorsement is ISO Form CA 20 48 02 99.
Prior to the execution of this Agreement by Hospital, Contractor shall file
certificates of insurance with Hospital's Medical Staff Office, showing that the Contractor has in
effect the insurance required by this Agreement. The Contractor shall file a new or amended
certificate of insurance within five 5) calendar days after any change is made in any insurance
policy, which would alter the information on the certificate then on file. Acceptance or approval
LA\22464143
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COMPLETED BOARD ORDER"�|E�N
+�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
Hospital, annual certificates to Hospital's Medical Staff Office. If the certificate is not received
by the expiration date, Hospital shall notify Contractor and Contractor shall have five 5)
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
Hospital, at its sole discretion, to terminate the Agreement immediately.
3.5 Right to Offset Insurance Costs. In the event that Contractor does not purchase
the liability insurance set forth in this Section, and without limiting any rights or remedies of
County, County may at its option and within its sole discretion provide the liability insurance
required by this Section and continue to pay the premiums therefor. If Contractor does not
promptly reimburse all such amounts, then County shall have the right to withhold and offset the
compensation due to Contractor under this Agreement, in addition to such other rights or
privileges as County may have at law or in equity.
3.6 Indemnification.
a) Indemnification by Contractor. Contractor shall indemnify, defend, and
hold harmless County, its officers, agents, and employees, from and against any and all claims,
liabilities, and losses whatsoever including damages to property and injuries to or death of
persons, court costs, and reasonable attorneys' fees) occurring or resulting to any and all persons,
firms or corporations furnishing or supplying work, services, materials, or supplies in connection
with the performance of this Agreement, and from any and all claims, liabilities, and losses
occurring or resulting to any person, firm, or corporation for damage, injury, or death arising out
of or connected with Contractor's performance of this Agreement, unless such claims, liabilities,
or losses arise out of the sole negligence or willful misconduct of County. Contractor's
performance" includes Contractor's acts or omissions and the acts or omissions of Contractor's
officers, employees, agents and subcontractors.
b) Indemnification by County. County agrees to defend, indemnify, and
hold harmless Contractor, to the extent permitted by applicable law, from and against any and all
claims and losses whatsoever accruing or resulting to any person, firm or corporation for
damages, injury or death arising out of or connected with any negligent act or omission or willful
misconduct of County or any of its agents or employees.
3.7 Indemnification for Timely Payment of Tax Contributions. It is expressly
agreed by the Parties hereto that no work, act, commission or omission of Contractor shall be
construed to make or render Contractor the agent, employee or servant of County. Contractor
agrees to indemnify, defend and hold harmless County and Hospital from and against any and all
liability, loss, costs or obligations including, without limitation, interest, penalties and attorney's
fees in defending against the same) against County or Hospital based upon any claim that
Contractor has failed to make proper and timely payment of any required tax contributions for
itself, its employees, or its purported agents or independent contractors.
9
LA\2246414.3
BIB]
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30,-U012
2012.-U012
COMPLETED BOARD ORDER"�|E�N
+�3.8 Hospital Services. Hospital shall retain professional and administrative
responsibility for the operation of the Hospital, as and to the extent required by Title 22,
California Code of Regulations, Section 70713. Hospital's retention of such responsibility is not
intended and shall not be construed to diminish, limit, alter or otherwise modify in any way the
obligations of Contractor under this Agreement, including, without limitation, the obligations
under the insurance and indemnification provisions set forth in this Article III.
3.9 Survival of Obligations. The Parties' obligations under this Article III shall
survive the expiration or termination of this Agreement for any reason.
ARTICLE IV.
RELATIONSHIP BETWEEN THE PARTIES
4.1 Independent Contractor.
a) Contractor is and shall at all times be an independent contractor with
respect to Hospital in the performance of Contractor's obligations under this Agreement.
Nothing in this Agreement shall be construed to create an employer/employee, joint venture,
partnership, lease or landlord/tenant relationship between Hospital and Contractor. Contractor
shall not hold himself or herself out as an officer, agent or employee of Hospital, and shall not
incur any contractual or financial obligation on behalf of Hospital without Hospital's prior
written consent.
b) If the Internal Revenue Service IRS") or any other governmental agency
should inquire about, question or challenge the independent contractor status of Contractor with
respect to County, the Parties hereto mutually agree that: i) each shall inform the other Party
hereto of such inquiry or challenge; and ii) County and Contractor shall each have the right to
participate in any discussion or negotiation occurring with the taxing agency, regardless of who
initiated such discussions or negotiations. In the event the taxing agency concludes that an
independent contractor relationship does not exist, County may terminate this Agreement
effective immediately upon written notice. In the event of such termination, the Parties remain
free to negotiate an employer/employee contract.
4.2 Limitation on Control. Hospital shall neither have nor exercise any control or
direction over Contractor's professional medical judgment or the methods by which Contractor
performs professional medical services; provided, however, that Contractor shall be subject to
and shall at all times comply with the Protocols and the bylaws, guidelines, policies and rules
applicable to other members of the Medical Staff.
4.3 Practice of Medicine. Contractor and Hospital acknowledge that Hospital is
neither authorized nor qualified to engage in any activity which may be construed or deemed to
constitute the practice of medicine. To the extent that any act or service required of, or reserved
to, Hospital in this Agreement is construed or deemed to constitute the practice of medicine, the
performance of such act or service by Hospital shall be deemed waived or unenforceable, unless
this Agreement can be amended to comply with the law, in which case the Parties shall make
such amendment.
10
LA\2246414.3
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COMPLETED BOARD ORDER"�|E�N
+�4.4 No Benefit Contributions. Hospital shall have no obligation under this
Agreement to compensate or pay applicable taxes for, or provide employee benefits of any kind
including contributions to government mandated, employment-related insurance and similar
programs) to, or on behalf of, Contractor or any other person employed or retained by
Contractor. Notwithstanding the foregoing, if Hospital determines or is advised that it is
required by law to compensate or pay applicable taxes for, or provide employee benefits of any
kind including contributions to government mandated, employment-related insurance and
similar programs) to, or on behalf of, Contractor or any other person employed or retained by
Contractor, Contractor shall reimburse Hospital for any such expenditure within thirty 30)
calendar days after being notified of such expenditure.
4.5 Referrals. Contractor shall be entitled to refer patients to any hospital or other
health care facility or provider deemed by Contractor best qualified to deliver medical services to
any particular patient; provided, however, that Contractor shall not refer any Hospital patient to
any provider of health care services which Contractor knows or should have known is excluded
or suspended from participation in, or sanctioned by, any state or Federal Health Care Program.
Nothing in this Agreement or in any other written or oral agreement between Hospital and
Contractor, nor any consideration offered or paid in connection with this Agreement,
contemplates or requires the admission or referral of any patients or business to Hospital or any
Affiliate. In the event that any governmental agency, any court or any other judicial body of
competent jurisdiction, as applicable, issues an opinion, ruling or decision that any payment, fee
or consideration provided for hereunder is made or given in return for patient referrals, either
Party may at its option terminate this Agreement with three 3) days' notice to the other Party.
Contractor's rights under this Agreement shall not be dependent in any way on the referral of
patients or business to Hospital or any Affiliate by Contractor or any person employed or
retained by Contractor.
4.6 Form 1099 or W-2. If required to do so under applicable law, Hospital shall
issue an Internal Revenue Service Form 1099 or Form W-2 to Contractor.
4.7 Contractor Compensation Arrangements. Contractor represents and warrants
to Hospital that the compensation paid or to be paid by Contractor to any physician is and will at
all times be fair market value for services and items actually provided by such physician, not
taking into account the value or volume of referrals or other business generated by such
physician for Hospital or any Affiliate. Contractor further represents and warrants to Hospital
that Contractor has and will at all times maintain a written agreement with each physician
receiving compensation from Contractor.
4.8 Cooperation.
a) The Parties recognize that, during the term of this Agreement and for an
undetermined time period thereafter, certain risk management issues, legal issues, claims or
actions may arise that involve or could potentially involve the Parties and their respective
employees and agents. The Parties further recognize the importance of cooperating with each
other in good faith when such issues, claims or actions arise, to the extent such cooperation does
not violate any applicable laws, cause the breach of any duties created by any policies of
insurance or programs of self-insurance, or otherwise compromise the confidentiality of
11
LA\2246414.3
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COMPLETED BOARD ORDER"�|E�N+�communications or information regarding the issues, claims or actions. As such, the Parties
hereby agree to cooperate in good faith, using their best efforts, to address such risk management
and legal issues, claims, or actions.
b) The Parties further agree that if a controversy, dispute, claim, action or
lawsuit each, an Action") arises with a third party wherein both the Parties are included as
defendants, each Party shall promptly disclose to the other Party in writing the existence and
continuing status of the Action and any negotiations relating thereto. Each Party shall make
every reasonable attempt to include the other Party in any settlement offer or negotiations. In the
event the other Party is not included in the settlement, the settling Party shall immediately
disclose to the other Party in writing the acceptance of any settlement and terms relating thereto,
if allowed by the settlement agreement.
c) Contractor shall cooperate with the individual designated by Hospital to
have principal responsibility for the administration and operation of the Hospital. Such
cooperation shall include supervision, selection, assignment, and evaluation of personnel;
management and direction of equipment maintenance; development of budgets; and oversight of
the acquisition of materials, supplies, and equipment.
d) Contractor shall assist Hospital, as reasonably requested by Hospital, in
Hospital's compliance with applicable laws and the standards, requirements, guidelines and
recommendations of any governing or advisory body having authority to set standards relating to
the operation of Hospital, or any nationally recognized accrediting organization that Hospital
designates from time to time.
4.9 Contractor's Performance. County or Hospital, at its option and within its sole
discretion, may seek evaluation of contractual performance by requesting input from Hospital's
Medical Director/Chief Medical Officer and from other professionals within Hospital.
4.10 Right of Inspection. Upon reasonable prior written notice, Hospital and County
officials and their designees may inspect the books and records of Contractor which are
necessary to determine that work performed by Contractor to patients hereunder is in accord with
the requirements of this Agreement. Such inspection shall be made in a manner so as not to
disrupt the operations of Hospital or Contractor.
4.11 Access to and Audit of Records. Hospital 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 of Ten
Thousand Dollars $10,000), the Parties may be subject, at the request of Hospital or as part of
any audit of Hospital, to the examination and audit of the State Auditor pertaining to matters
connected with the performance of this Agreement for a period of three 3) years after final
payment under the Agreement.
12
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BIB]
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COMPLETED BOARD ORDER"�|E�N+�ARTICLE V.
TERM AND TERMINATION
5.1 Term. This Agreement shall become effective on July 1, 2011 the Effective
Date"), and shall continue until June 30, 2012 the Expiration Date"), subject to the
termination provisions of this Agreement.
5.2 Termination by Hospital. Hospital shall have the right to terminate this
Agreement upon the occurrence of any one or more of the following events:
a) breach of this Agreement by Contractor where the breach is not cured
within thirty 30) calendar days after Hospital gives written notice of the breach to Contractor;
b) death or permanent disability of Contractor;
c) Contractor's voluntary retirement from the practice of medicine;
d) neglect of professional duty by Contractor in a manner that violates
Hospital's policies, rules or regulations;
e) Contractor is unable or reasonably expected to be unable to provide the
Services for any reason for a period in excess of thirty 30) consecutive days or sixty 60) days in
the aggregate over any three 3) month period;
f) Contractor's clinical privileges or medical staff membership at any
hospital are denied, suspended, terminated, restricted, revoked or relinquished for any reason,
whether voluntarily or involuntarily, temporarily or permanently, regardless of the availability of
civil or administrative hearing rights or judicial review with respect thereto;
g) Contractor's license to practice medicine in the State is restricted,
suspended or terminated, regardless of the availability of civil or administrative hearing rights or
judicial review with respect thereto;
h) Contractor for any reason is not a member in good standing in the active
staff" category of the Medical Staff or does not hold all clinical privileges at Hospital necessary
for Contractor's performance of the Services or Contractor is the subject of one or more
investigations, proceedings or peer review or other disciplinary actions by the Medical Staff;
i) Contractor is charged with or convicted of a criminal offense;
j) Contractor's performance of this Agreement, in the sole determination of
Hospital, jeopardizes the mental or physical health or well-being of patients of Hospital;
k) Contractor is debarred, suspended, excluded or otherwise ineligible to
participate in any state or Federal Health Care Program or state equivalent;
I) Contractor acts, or causes another person to act, in a manner which
conflicts with or violates the Code;
13
LA\22464143
BIB]
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COMPLETED BOARD ORDER"�|E�N+�Exhibit 6.4);
m) breach by Contractor of any HIPAA Obligation as defined in
n) Contractor makes an assignment for the benefit of creditors, admits in
writing the inability to pay his or her debts as they mature, applies to any court for the
appointment of a trustee or receiver over his or her assets, or upon commencement of any
voluntary or involuntary proceedings under any bankruptcy, reorganization, arrangement,
insolvency, readjustment of debt, dissolution liquidation or other similar law or any jurisdiction;
o) the insurance required to be maintained by Contractor under this
Agreement is terminated, reduced below the minimum coverage requirements set forth in this
Agreement, not renewed or cancelled whether by action of the insurance company or
Contractor) for any reason, and Contractor has not obtained replacement coverage as required by
this Agreement prior to the effective date of such termination, reduction, non-renewal or
cancellation;
p) Contractor is rendered unable to comply with the terms of this Agreement
for any reason; or
q) upon a sale of all or substantially all assets comprising Hospital's acute
care hospital facility, any change of control in Hospital's organization, or any change in control
of its day to day operations, whether through a membership change or by management contract.
Hospital shall notify Contractor in writing of such sale or change of control at least thirty 30)
days prior to the closing date of any such sale or the effective date of any such change of control.
5.3 Termination by Contractor. Contractor shall have the right to terminate this
Agreement upon breach of this Agreement by Hospital where the breach is not cured within
thirty 30) calendar days after Contractor gives written notice of the breach to Hospital.
5.4 Termination or Modification in the Event of Government Action.
a) If the Parties receive notice of any Government Action, the Parties shall
attempt to amend this Agreement in order to comply with the Government Action.
b) If the Parties, acting in good faith, are unable to make the amendments
necessary to comply with the Government Action, or, alternatively, if either Party determines in
good faith that compliance with the Government Action is impossible or infeasible, this
Agreement shall terminate ten 10) calendar days after one Party notices the other of such fact.
c) For the purposes of this Section, Government Action" shall mean any
legislation, regulation, rule or procedure passed, adopted or implemented by any federal, state or
local government or legislative body or any private agency, or any notice of a decision, finding,
interpretation or action by any governmental or private agency, court or other third party which,
in the opinion of counsel to Hospital, because of the arrangement between the Parties pursuant to
this Agreement, if or when implemented, would:
i)
revoke or jeopardize the status of any health facility license
granted to Hospital or any Affiliate of Hospital;
14
LA\2246414.3
BIB]
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COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
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30,-U012
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COMPLETED BOARD ORDER"�|E�N+�ii) revoke or jeopardize the federal, state or local tax-exempt status of
Hospital or any Affiliate of Hospital, or their respective tax-exempt
financial obligations;
iii) prevent Contractor from being able to access and use the facilities
of Hospital or any Affiliate of Hospital;
iv) constitute a violation of 42 U.S.C. Section 1395nn commonly
referred to as the Stark law) if Contractor referred patients to
Hospital or any Affiliate of Hospital;
v) prohibit Hospital or any Affiliate of Hospital from billing for
services provided to patients referred to by Contractor;
vi) subject Hospital or Contractor, or any Affiliate of Hospital, or any
of their respective employees or agents, to civil or criminal
prosecution including any excise tax penalty under Internal
Revenue Code Section 4958), on the basis of their participation in
executing this Agreement or performing their respective
obligations under this Agreement; or
vii) jeopardize Hospital's full accreditation with any accrediting
organization as Hospital designates from time to time.
d) For the purposes of this Agreement, Affiliate" shall mean any entity
which, directly or indirectly, controls, is controlled by or is under common control with Hospital.
5.5 Termination without Cause. Either Party may terminate this Agreement
without cause, expense or penalty, effective sixty 60) calendar days after written notice of
termination is given to the other Party.
5.6 Effect of Termination or Expiration. Upon any termination or expiration of
this Agreement:
a) All rights and obligations of the Parties shall cease except: i) those rights
and obligations that have accrued and remain unsatisfied prior to the termination or expiration of
this Agreement; ii) those rights and obligations which expressly survive termination or
expiration of this Agreement; and iii) Contractor's obligation to continue to provide services to
Hospital patients under Contractor's care at the time of expiration or termination of this
Agreement, until the patient's course of treatment is completed or the patient is transferred to the
care of another physician.
b) Contractor shall not do anything or cause any other person to do anything
that interferes with Hospital's efforts to engage any other person or entity for the provision of the
Services, or interfere in any way with any relationship between Hospital and any other person or
entity who may be engaged to provide the Services to Hospital.
15
LA\22464I43
BIB]
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COMPLETED-U02
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ORDER-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99893-U03
AI102883-U03
DO103527-U03
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6/28/2011-U04
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NATIVIDAD-U07
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NMC)-U07
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PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012.-U012
COMPLETED BOARD ORDER"�|E�N+�c) Contractor shall not have any right to a fair hearing" or any other similar
rights or procedures under the Medical Staff bylaws or otherwise.
d) This Section 5.6 shall survive the expiration or termination for any reason
of this Agreement.
5.7 Return of Property. Upon any termination or expiration of this Agreement,
Contractor shall immediately return to Hospital all of Hospital's property, including Hospital's
equipment, supplies, furniture, furnishings and patient records, which is in Contractor's
possession or under Contractor's control.
ARTICLE VI.
GENERAL PROVISIONS
6.1 Amendment. This Agreement may be modified or amended only by mutual
written agreement of the Parties. Any such modification or amendment must be in writing, dated
and signed by the Parties and attached to this Agreement.
6.2 Assignment. Except for assignment by Hospital to an entity owned, controlled
by, or under common control with Hospital, neither Party may assign any interest or obligation
under this Agreement without the other Party's prior written consent. Subject to the foregoing,
this Agreement shall be binding on and shall inure to the benefit of the Parties and their
respective successors and assigns.
6.3 Attorneys' Fees. If either Party brings an action for any relief or collection
against the other Party, declaratory or otherwise, arising out of the arrangement described in this
Agreement, the losing Party shall pay to the prevailing Party a reasonable sum for attorneys' fees
and costs actually incurred in bringing such action, including without limitation fees incurred in
arbitration, at trial, on appeal and on any review therefrom, all of which shall be deemed to have
accrued upon the commencement of such action and shall be paid whether or not such action is
prosecuted to judgment. Any judgment or order entered in such action shall contain a specific
provision providing for the recovery of attorneys' fees and costs incurred in enforcing such
judgment. For the purpose of this Section, attorneys' fees shall include fees incurred in
connection with discovery, post judgment motions, contempt proceedings, garnishment and levy.
6.4 Compliance with HIPAA. Contractor shall comply with the obligations under
the Health Insurance Portability and Accountability Act of 1996 42 U.S.C. 1320d et seq.), as
amended by the Health Information Technology for Economic and Clinical Health Act of 2009,
and all rules and regulations promulgated thereunder collectively, HIPAA," the obligations
collectively referred to herein as HIPAA Obligations"), as set forth in Exhibit 6.4. The
HIPAA Obligations shall survive the expiration or termination of this Agreement for any reason.
16
LA\2246414.3
BIB]
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COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
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FO99828-U03
MG99866-U03
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AS99893-U03
AI102883-U03
DO103527-U03
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BOARD-U03
ORDERS-U03
6/28/2011-U04
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16653-U05
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MEDICAL-U07
960-NMC-U08
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RUIZ-IGNACIOM-U10
6/6/2011-U011
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MICHAEL-U012
SEPULVEDA-U012
MD-U012
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PROVIDE-U012
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JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012.-U012
COMPLETED BOARD ORDER"�|E�N+�6.5 Compliance with Laws and Accreditation. Contractor shall comply with all
applicable laws, ordinances, codes and regulations of federal, state and local governments,
including without limitation laws that require Contractor to disclose any economic interest or
relationship with Hospital. Contractor shall take actions necessary to ensure that the Hospital is
operated in accordance with: all requirements of a nationally recognized accrediting organization
that Hospital designates from time to time, all applicable licensing requirements, and all other
relevant requirements promulgated by any federal, state or local agency.
6.6 Compliance with Medicare Rules. To the extent required by law or regulation,
Contractor shall make available, upon written request from Hospital, the Secretary of Health and
Human Services, the Comptroller General of the United States, or any other duly authorized
agent or representative, this Agreement and Contractor's books, documents and records.
Contractor shall preserve and make available such books, documents and records for a period of
ten 10) years after the end of the term of this Agreement, or the length of time required by state
or federal law. If Contractor is requested to disclose books, documents or records pursuant to
this Section for any purpose, Contractor shall notify Hospital of the nature and scope of such
request, and Contractor shall make available, upon written request of Hospital, all such books,
documents or records. Contractor shall indemnify and hold harmless Hospital if any amount of
reimbursement is denied or disallowed because of Contractor's failure to comply with the
obligations set forth in this Section. Such indemnity shall include, but not be limited to, the
amount of reimbursement denied, plus any interest, penalties and legal costs. This Section shall
survive the expiration or termination for any reason of this Agreement.
6.7 Confidential Information.
a) During the term of this Agreement, Contractor may have access to and
become acquainted with Trade Secrets and Confidential Information of Hospital. Trade
Secrets" includes information and data relating to payor contracts and accounts, clients, patients,
patient groups, patient lists, billing practices and procedures, business techniques and methods,
strategic plans, operations and related data. Confidential Information" includes Trade Secrets
and any information related to the past, current or proposed operations, business or strategic
plans, financial statements or reports, technology or services of Hospital or any Affiliate that
Hospital discloses or otherwise makes available in any manner to Contractor, or to which
Contractor may gain access in the performance of the Services under this Agreement, or which
Contractor knows or has reason to know is confidential information of Hospital or any Affiliate;
whether such information is disclosed orally, visually or in writing, and whether or not bearing
any legend or marking indicating that such information or data is confidential. By way of
example, but not limitation, Confidential Information includes any and all know-how, processes,
manuals, confidential reports, procedures and methods of Hospital, any Hospital patient's
individually identifiable health information as defined under HIPAA), and any information,
records and proceedings of Hospital and/or Medical Staff committees, peer review bodies,
quality committees and other committees or bodies charged with the evaluation and
improvement of the quality of care. Confidential Information also includes proprietary or
confidential information of any third party that may be in Hospital's or any Affiliate's
possession.
17
LA\22464143
BIB]
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COMPLETED-U02
BOARD-U02
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LI21329-U03
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AS99893-U03
AI102883-U03
DO103527-U03
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16653-U05
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JULY-U012
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2011-U012
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JUNE-U012
30,-U012
2012.-U012
COMPLETED BOARD ORDER"�|E�N+�b) Confidential Information shall be and remain the sole property of
Hospital, and shall, as applicable, be proprietary information protected under the Uniform Trade
Secrets Act. Contractor shall not use any Confidential Information for any purpose not expressly
permitted by this Agreement, or disclose any Confidential Information to any person or entity,
without the prior written consent of Hospital. Contractor shall protect the Confidential
Information from unauthorized use, access, or disclosure in the same manner as Contractor
protects his or her own confidential or proprietary information of a similar nature and with no
less than reasonable care. All documents that Contractor prepares, or Confidential Information
that might be given to Contractor in the course of providing Services under this Agreement, are
the exclusive property of Hospital, and, without the prior written consent of Hospital, shall not be
removed from Hospital's premises.
c) Contractor shall return to Hospital all Confidential Information and all
copies thereof in Contractor's possession or control, and permanently erase all electronic copies
of such Confidential Information, promptly upon the written request of Hospital, or the
termination or expiration of this Agreement. Contractor shall not copy, duplicate or reproduce
any Confidential Information without the prior written consent of Hospital.
d) This Section shall survive the expiration or termination of this Agreement.
6.8 Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original, but all of which together shall constitute one
and the same instrument.
6.9 Disclosure of Interests. Contractor shall provide to Hospital, as requested by
Hospital from time to time, information sufficient to disclose any ownership, investment or
compensation interest or arrangement of Contractor, or any of Contractor's immediate family
members, in any entity providing designated health services" as such term is defined in the
Stark Law 42 U.S.C. Section 1395nn) and its regulations) or any other health care services.
This Section shall not impose on Hospital any disclosure or reporting requirements or obligations
imposed on Contractor under any governmental program or create an assumption of such
disclosure obligations by Hospital. Contractor shall have the sole responsibility to fulfill any
such federal and/or state reporting requirements or obligations.
6.10 Dispute Resolution. In the event of any dispute, controversy, claim or
disagreement arising out of or related to this Agreement or the acts or omissions of the Parties
with respect to this Agreement each, a Dispute"), the Parties shall resolve such Dispute as
follows:
a) Meet and Confer. The Parties shall, as soon as reasonably practicable,
but in no case more than ten 10) days after one Party gives written notice of a Dispute to the
other Party the Dispute Notice"), meet and confer in good faith regarding such Dispute at such
time and place as mutually agreed upon by the Parties the Meet and Confer"). The obligation
to conduct a Meet and Confer pursuant to this Section does not obligate either Party to agree to
any compromise or resolution of the Dispute that such Party does not determine, in its sole and
absolute discretion, to be a satisfactory resolution of the Dispute. The Meet and Confer shall be
considered a settlement negotiation for the purpose of all applicable Laws protecting statements,
18
LA\22464143
BIB]
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COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99893-U03
AI102883-U03
DO103527-U03
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HANCOCKD-U04
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AMOUNT-U012
TO-U012
EXCEED-U012
$150,000-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012.-U012
COMPLETED BOARD ORDER"�|E�N+�disclosures or conduct in such context, and any offer in compromise or other statements or
conduct made at or in connection with any Meet and Confer shall be protected under such Laws.
b) Arbitration. If any Dispute is not resolved to the mutual satisfaction of
the Parties within ten 10) business days after delivery of the Dispute Notice or such other
period as may be mutually agreed upon by the Parties in writing), the Parties shall submit such
Dispute to arbitration conducted by Judicial Arbitration and Mediation Services, Inc. JAMS"),
or other arbitration and/or mediation services company as agreed to by the Parties, in accordance
with the following rules and procedures:
i)
Each Party may commence arbitration by giving written notice to
the other Party demanding arbitration the Arbitration Notice").
The Arbitration Notice shall specify the Dispute, the particular
claims and/or causes of actions alleged by the Party demanding
arbitration, and the factual and legal basis in support of such claims
and/or causes of action.
ii) The arbitration shall be conducted in the County in which the
Hospital is located and in accordance with the commercial
arbitration rules and procedures of JAMS or other arbitration
company as mutually agreed to by the Parties) to the extent such
rules and procedures are not inconsistent with the provisions set
forth in this Section. In the event of a conflict between any rules
and/or procedures of JAMS or other arbitration company as
mutually agreed to by the Parties) and the rules and/or procedures
set forth in this Section, the rules and/or procedures set forth in this
Section shall govern.
iii)
The arbitration shall be conducted before a single impartial retired
member of the JAMS panel of arbitrators or panel of arbitrators
from such other arbitration company as mutually agreed to by the
Parties) covering the County in which the Hospital is located the
Panel"). The Parties shall use their good faith efforts to agree
upon a mutually acceptable arbitrator within thirty 30) days after
delivery of the Arbitration Notice. If the Parties are unable to
agree upon a mutually acceptable arbitrator within such time
period, then each Party shall select one arbitrator from the Panel,
and those arbitrators shall select a single impartial arbitrator from
the Panel to serve as arbitrator of the Dispute.
iv) The Parties expressly waive any right to any and all discovery in
connection with the arbitration; provided, however, that each Party
shall have the right to conduct no more than two 2) depositions
and submit one set of interrogatories with a maximum of forty 40)
questions, including subparts of such questions.
19
LA\2246414.3
BIB]
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COMPLETED-U02
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ORDER-U02
LI21329-U03
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AS99892-U03
AS99893-U03
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$150,000-U012
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PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012.-U012
COMPLETED BOARD ORDER"�|E�N+�v) The arbitration hearing shall commence within thirty 30) days
after appointment of the arbitrator. The substantive internal law
and not the conflict of laws) of the State shall be applied by the
arbitrator to the resolution of the Dispute, and the Evidence Code
of the State shall apply to all testimony and documents submitted
to the arbitrator. The arbitrator shall have no authority to amend or
modify the limitation on the discovery rights of the Parties or any
of the other rules and/or procedures set forth in this Section. As
soon as reasonably practicable, but not later than thirty 30) days
after the arbitration hearing is completed, the arbitrator shall arrive
at a final decision, which shall be reduced to writing, signed by the
arbitrator and mailed to each of the Parties and their respective
legal counsel.
vi) Any Party may apply to a court of competent jurisdiction for entry
and enforcement of judgment based on the arbitration award. The
award of the arbitrator shall be final and binding upon the Parties
without appeal or review except as permitted by the Arbitration
Act of the State.
vii) The fees and costs of JAMS or other arbitration company as
mutually agreed to by the Parties) and the arbitrator, including any
costs and expenses incurred by the arbitrator in connection with the
arbitration, shall be borne equally by the Parties, unless otherwise
agreed to by the Parties.
viii) Except as set forth in Section 6. 1 0(b)(vii), each Party shall be
responsible for the costs and expenses incurred by such Party in
connection with the arbitration, including its own attorneys' fees
and costs; provided, however, that the arbitrator shall require one
Party to pay the costs and expenses of the prevailing Party,
including attorneys' fees and costs and the fees and costs of
experts and consultants, incurred in connection with the arbitration
if the arbitrator determines that the claims and/or position of a
Party were frivolous and without reasonable foundation.
c) Waiver of Injunctive or Similar Relief. The Parties hereby waive the
right to seek specific performance or any other form of injunctive or equitable relief or remedy
arising out of any Dispute, except that such remedies may be utilized for purposes of enforcing
this Section and sections governing Confidential Information, Compliance with HIPAA,
Compliance with Laws and Accreditation and Compliance with Medicare Rules of this
Agreement. Except as expressly provided herein, upon any determination by a court or by an
arbitrator that a Party has breached this Agreement or improperly terminated this Agreement, the
other Party shall accept monetary damages, if any, as full and complete relief and remedy, to the
exclusion of specific performance or any other form of injunctive or equitable relief or remedy.
20
LA\2246414.3
BIB]
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COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99893-U03
AI102883-U03
DO103527-U03
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ORDERS-U03
6/28/2011-U04
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16653-U05
10-U06
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MANAGER-U07
NATIVIDAD-U07
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CENTER-U07
NMC)-U07
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RENEWAL-U07
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MEDICAL-U07
960-NMC-U08
RUIZ-IGNACIO-U09
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RUIZ-IGNACIOM-U10
6/6/2011-U011
SERVICES-U012
AGREEMENT-U012
MICHAEL-U012
SEPULVEDA-U012
MD-U012
TO-U012
PROVIDE-U012
INTERNAL-U012
MEDICINE-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$150,000-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012.-U012
COMPLETED BOARD ORDER"�|E�N+�d) Injunctive or Similar Relief. Notwithstanding anything to the contrary
in this Section, the Parties reserve the right to seek specific performance or any other form of
injunctive relief or remedy in any state or federal court located within the County in which the
Hospital is located for purposes of enforcing this Section and sections governing Confidential
Information, Compliance with HIPAA, Compliance with Laws and Accreditation and
Compliance with Medicare Rules of this Agreement. Contractor hereby consents to the
jurisdiction of any such court and to venue therein, waives.any and all rights under the Laws of
any other state to object to jurisdiction within the State, and consents to the service of process in
any such action or proceeding, in addition to any other manner permitted by applicable Law, by
compliance with the notices provision of this Agreement. The non-prevailing Party in any such
action or proceeding shall pay to the prevailing Party reasonable fees and costs incurred in such
action or proceeding, including attorneys' fees and costs and the fees and costs of experts and
consultants. The prevailing Party shall be the Party who is entitled to recover its costs of suit as
determined by the court of competent jurisdiction), whether or not the action or proceeding
proceeds to final judgment or award.
Agreement.
e) Survival. This Section shall survive the expiration or termination of this
6.11 Entire Agreement. This Agreement is the entire understanding and agreement of
the Parties regarding its subject matter, and supersedes any prior oral or written agreements,
representations, understandings or discussions between the Parties. No other understanding
between the Parties shall be binding on them unless set forth in writing, signed and attached to
this Agreement.
6.12 Exhibits. The attached exhibits, together with all documents incorporated by
reference in the exhibits, form an integral part of this Agreement and are incorporated into this
Agreement wherever reference is made to them to the same extent as if they were set out in full
at the point at which such reference is made.
6.13 Force Majeure. Neither Party shall be liable for nonperformance or defective or
late performance of any of its obligations under this Agreement to the extent and for such periods
of time as such nonperformance, defective performance or late performance is due to reasons
outside such Party's control, including acts of God, war declared or undeclared), terrorism,
action of any governmental authority, civil disturbances, riots, revolutions, vandalism, accidents,
fire, floods, explosions, sabotage, nuclear incidents, lightning, weather, earthquakes, storms,
sinkholes, epidemics, failure of transportation infrastructure, disruption of public utilities, supply
chain interruptions, information systems interruptions or failures, breakdown of machinery or
strikes or similar nonperformance, defective performance or late performance of employees,
suppliers or subcontractors); provided, however, that in any such event, each Party shall use its
good faith efforts to perform its duties and obligations under this Agreement.
6.14 Governing Law. This Agreement shall be construed in accordance with and
governed by the laws of the State.
6.15 Headings. The headings in this Agreement are intended solely for convenience
of reference and shall be given no effect in the construction or interpretation of this Agreement.
21
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COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99893-U03
AI102883-U03
DO103527-U03
C11-U03
BOARD-U03
ORDERS-U03
6/28/2011-U04
HANCOCKD-U04
16653-U05
10-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
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EXECUTE-U07
THE-U07
RENEWAL-U07
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MEDICAL-U07
960-NMC-U08
RUIZ-IGNACIO-U09
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RUIZ-IGNACIOM-U10
6/6/2011-U011
SERVICES-U012
AGREEMENT-U012
MICHAEL-U012
SEPULVEDA-U012
MD-U012
TO-U012
PROVIDE-U012
INTERNAL-U012
MEDICINE-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$150,000-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012.-U012
COMPLETED BOARD ORDER"�|E�N+�6.16 Litigation Consultation. Contractor shall not accept consulting assignments or
otherwise contract, agree, or enter into any arrangement to provide expert testimony or
evaluation on behalf of a plaintiff in connection with any claim against Hospital or any Affiliate
named, or expected to be named as a defendant. Contractor shall not accept similar consulting
assignments if a) the defendants or anticipated defendants include a member of the medical staff
of Hospital or any Affiliate, and b) the matter relates to events that occurred at Hospital or any
Affiliate; provided, however, the provisions of this Section shall not apply to situations in which
Contractor served as a treating physician.
6.17 Master List. The Parties acknowledge and agree that this Agreement, together
with any other contracts between Hospital and Contractor, will be included on the master list of
physician contracts maintained by Hospital.
6.18 Meaning of Certain Words. Wherever the context may require, any pronouns
used in this Agreement shall include the corresponding masculine, feminine, or neuter forms, and
the singular form of nouns shall include the plural and vice versa. Unless otherwise specified: i)
days" shall be considered calendar days;" ii) months" shall be considered calendar months;"
and iii) including" means including, without limitation" in this Agreement and its exhibits and
attachments.
6.19 No Conflicting Obligations. Contractor represents and warrants that the
execution and delivery of this Agreement and the performance of his or her obligations
hereunder do not and will not: a) present a conflict of interest or materially interfere with the
performance of Contractor's duties under any other agreement or arrangement; or b) violate,
conflict with, or result in a breach of any provision of, or constitute a default or an event which,
with notice and/or lapse of time, would constitute a default) under, terminate, accelerate the
performance required by, or result in a right of termination or acceleration under any of the
terms, conditions or provisions of any other agreement, indebtedness, note, bond, indenture,
security or pledge agreement, license, franchise, permit, or other instrument or obligation to
which Contractor is a party or by which Contractor is bound. Contractor shall immediately
inform Hospital of any other agreements to which Contractor is a party that may present a
conflict of interest or materially interfere with performance of Contractor's duties under this
Agreement.
6.20 No Third Party Beneficiary Rights. The Parties do not intend to confer and this
Agreement shall not be construed to confer any rights or benefits to any person, firm, group,
corporation or entity other than the Parties.
6.21 Notices. All notices or communications required or permitted under this
Agreement shall be given in writing and delivered personally or sent by United States registered
or certified mail with postage prepaid and return receipt requested or by overnight delivery
service e.g., Federal Express, DHL). Notice shall be deemed given when sent, if sent as
specified in this Section, or otherwise deemed given when received. In each case, notice shall be
delivered or sent to:
22
LA\2246414.3
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COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99893-U03
AI102883-U03
DO103527-U03
C11-U03
BOARD-U03
ORDERS-U03
6/28/2011-U04
HANCOCKD-U04
16653-U05
10-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
THE-U07
RENEWAL-U07
PROFESSIONAL-U07
MEDICAL-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/6/2011-U011
SERVICES-U012
AGREEMENT-U012
MICHAEL-U012
SEPULVEDA-U012
MD-U012
TO-U012
PROVIDE-U012
INTERNAL-U012
MEDICINE-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$150,000-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012.-U012
COMPLETED BOARD ORDER"�|E�N+�If to Hospital, addressed to:
NATIVIDAD MEDICAL CENTER
1441 Constitution Blvd., Bldg. 300
Salinas, California 93906
Attention: Gary Gray D.O.
Chief Medical Officer
If to Contractor, addressed to:
MICHAEL SEPULVEDA, M.D.
7285 LaHinch Court
Gilroy, CA 95020
6.22 Participation in Federal and State Programs. Contractor hereby represents
that he is not debarred, suspended, excluded or otherwise ineligible to participate in any federal
or state health care program.
6.23 Representations. Each Party represents with respect to itself that: a) no
representation or promise not expressly contained in this Agreement has been made by any other
Party or by any Parties' agents, employees, representatives or attorneys; b) this Agreement is
not being entered into on the basis of, or in reliance on, any promise or representation, expressed
or implied, other than such as are set forth expressly in this Agreement; and c) Party has been
represented by legal counsel of Party's own choice or has elected not to be represented by legal
counsel in this matter.
6.24 Severability. If any provision of this Agreement is determined to be illegal or
unenforceable, that provision shall be severed from this Agreement, and such severance shall
have no effect upon the enforceability of the remainder of this Agreement.
6.25 Statutes and Regulations. Any reference in this Agreement to any statute,
regulation, ruling, or administrative order or decree shall include, and be a reference to any
successor statute, regulation, ruling, or administrative order or decree.
6.26 Waiver. No delay or failure to require performance of any provision of this
Agreement shall constitute a waiver of that provision as to that or any other instance. Any
waiver granted by a Party must be in writing to be effective, and shall apply solely to the specific
instance expressly stated.
signature page follotiti~s]
23
LA\2246414.3
BIB]
40723-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99893-U03
AI102883-U03
DO103527-U03
C11-U03
BOARD-U03
ORDERS-U03
6/28/2011-U04
HANCOCKD-U04
16653-U05
10-U06
AUTHORIZE-U07
THE-U07
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MANAGER-U07
NATIVIDAD-U07
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NMC)-U07
TO-U07
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960-NMC-U08
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MICHAEL-U012
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MD-U012
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30,-U012
2012.-U012
COMPLETED BOARD ORDER"�|E�N+�The Parties have executed this Agreement on the date first above written, and signify
their agreement with duly authorized signatures.
CONTRACTOR
MICHAEL SEPULVEDA, M.D., an Date: 20
individu
7L' 1l' 3
Tax I.D. No.
COUNTY OF MONTEREY
Purchase Order Number
By: Date: 20
Contracts /Purchasing Manager
By: r- Date: 2011
Natividad Medical Center Representative
APPROVED AS TO LEGAL FORM:
CHARLESSJ. McKEE, Cpunty Counsel
Date: L0, 2011
u(~lt nlro~leC
n
Coun of Monterey p(
24
LA\2246414.3
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COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
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FO99828-U03
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AS99892-U03
AS99893-U03
AI102883-U03
DO103527-U03
C11-U03
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16653-U05
10-U06
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NATIVIDAD-U07
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MICHAEL-U012
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THE-U012
PERIOD-U012
JULY-U012
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2011-U012
TO-U012
JUNE-U012
30,-U012
2012.-U012
COMPLETED BOARD ORDER"�|E�N+�Exhibit 1.1(a)
PROFESSIONAL SERVICES TO BE PROVIDED BY CONTRACTOR
Contractor shall round on and provide Specialty services to Hospital inpatients on Hospital's
general internal medicine floors and intensive care unit ICU"). Hospital recognizes that
hospitalized patients who need and can benefit from Contractor include: i) unassigned
inpatients or inpatients whose community-based physicians believe it is more appropriate to have
their patients evaluated and managed by hospital-based physicians who are available and
dedicated to caring for urgent assessment and treatment of certain inpatients, and/or ii) patients
who need assessment and may require additional testing in the ED.
Exhibit 1.1(a)-1
LA\2246414.3
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COMPLETED-U02
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AS99893-U03
AI102883-U03
DO103527-U03
C11-U03
BOARD-U03
ORDERS-U03
6/28/2011-U04
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16653-U05
10-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
THE-U07
RENEWAL-U07
PROFESSIONAL-U07
MEDICAL-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/6/2011-U011
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AGREEMENT-U012
MICHAEL-U012
SEPULVEDA-U012
MD-U012
TO-U012
PROVIDE-U012
INTERNAL-U012
MEDICINE-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$150,000-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012.-U012
COMPLETED BOARD ORDER"�|E�N +�Exhibit 1.2
TEACHING SERVICES TO BE PROVIDED BY CONTRACTOR
Contractor shall:
1. supervise patient care in a constructive and supportive way;
2. demonstrate effective interviewing, physical examination, procedures, use of
diagnostic and therapeutic interventions, and medical records documentation;
3. create a professional role model; and
4. evaluate resident performance in a meaningful, objective fashion.
Exhibit 1.2-1
LA\2246414.3
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COMPLETED-U02
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AI102883-U03
DO103527-U03
C11-U03
BOARD-U03
ORDERS-U03
6/28/2011-U04
HANCOCKD-U04
16653-U05
10-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
THE-U07
RENEWAL-U07
PROFESSIONAL-U07
MEDICAL-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/6/2011-U011
SERVICES-U012
AGREEMENT-U012
MICHAEL-U012
SEPULVEDA-U012
MD-U012
TO-U012
PROVIDE-U012
INTERNAL-U012
MEDICINE-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$150,000-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012.-U012
COMPLETED BOARD ORDER"�|E�N +�Exhibit 1.3
ADDITIONAL SERVICES TO BE PROVIDED BY CONTRACTOR
Contractor shall:
1.
Hospital; provide teaching, educational or training services, as reasonably requested by
2. participate in utilization review programs, as reasonably requested by Hospital;
3. participate in risk management, quality assurance and peer review programs, as
reasonably requested by Hospital;
4. accept third party insured patients and referrals of patients which are made by
members of the Medical Staff, subject only to the limitations of scheduling and Contractor's
professional qualifications;
5. assist Hospital in monitoring and reviewing the clinical performance of health
care professionals who provide services to Hospital's patients; including reviewing incident
reports and patient satisfaction studies relevant to the Specialty, and assisting Hospital in
implementing any necessary corrective actions to address any issues identified during the course
of such review;
6. assist in monitoring the performance of those professionals who are not meeting
Hospital quality and/or performance standards, including, without limitation, direct observation
of the provision of care by such professionals, and in disciplining any professionals who
continue poor performance, recognizing that the Hospital Board of Directors is ultimately
responsible for maintaining the standards of care provided to patients;
7. assist Hospital management with all preparation for, and conduct of, any
inspections and on-site surveys of Hospital conducted by governmental agencies or accrediting
organizations;
8. cooperate with Hospital in all litigation matters affecting Contractor or Hospital,
consistent with advice from Contractor's legal counsel;
9. cooperate and comply with Hospital's policies and procedures which are pertinent
to patient relations, quality assurance, scheduling, billing, collections and other administrative
matters and cooperate with Hospital's efforts to bill and collect fees for services rendered to
Hospital's patients. All business transactions related to the Services provided by Contractor,
such as enrollment, verification and billings, shall be conducted by and in the name of Hospital;
and
10. assist Hospital in developing, implementing and monitoring a program by which
quality measures are reportable to Hospital with respect to the Specialty.
Exhibit 1.3-1
LA\2246414.3
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AI102883-U03
DO103527-U03
C11-U03
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ORDERS-U03
6/28/2011-U04
HANCOCKD-U04
16653-U05
10-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
THE-U07
RENEWAL-U07
PROFESSIONAL-U07
MEDICAL-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/6/2011-U011
SERVICES-U012
AGREEMENT-U012
MICHAEL-U012
SEPULVEDA-U012
MD-U012
TO-U012
PROVIDE-U012
INTERNAL-U012
MEDICINE-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$150,000-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012.-U012
COMPLETED BOARD ORDER"�|E�N +�Exhibit 1.8
CONTRACTOR'S MONTHLY TIME REPORT
See attached.)
Exhibit 1.8-1
LA\2246414.3
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AMOUNT-U012
TO-U012
EXCEED-U012
$150,000-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012.-U012
COMPLETED BOARD ORDER"�|E�N +�Natividad
Accurately document all time in quarter hour 25 hour) increments. Do not exceed 24 hours in a single day.
Directions and examples are located on back of timesheet.
\\\ MEDICAL CENTER Direct Hospital Administrat ions and Teachin g Services Other Admin Non-billable Activities Total
00001 00002 00003 00004 00005 00006 00007 00008 00009 00010 00011 00012
Name:
Em
l
# Direct Patient Supervi- Utilization Teaching Non-Productive Hrs
p
oyee
Care Services sion & Review Quality Super- Teach- & Su
er- Confer- Other
Dept Name: Sched. In Training of and Other Control, vision of ing of p
vision of Other ences Paid Time Non-
Cost Center: IP/ OP House Off-Site Nurses & Comm- Medical Interns Interns Allied Hlth Administ- and Off Sick/ Billable
Care On-Call Call Techs, ittee Review, and Res- & Res- Profess- ative CME Training Vacation) Holiday Re- Activities TOTAL
Period Ending: PR) PR) PR) etc. Meetings Autopsy idents dents ionals specify) PR) PR) PR) PR) search specify) HOURS
1 Date: A. Hosp-Based Time
B. Non-Hosp Clinic) Time
2 Date: A. Hosp-Based Time
B. Non-Hosp Clinic) Time
3 Date: A. Hosp-Based Time
B. Non-Hosp Clinic) Time
4 Date: A. Hosp-Based Time
B. Non-Hosp Clinic) Time
5 Date: A. Hosp-Based Time
B. Non-Hosp Clinic) Time
6 Date: A. Hosp-Based Time
B. Non-Hosp Clinic) Time
7 Date: A. Hosp-Based Time
B. Non-Hosp Clinic) Time
8 Date: A. Hosp-Based Time
B. Non-Hosp Clinic) Time
9 Date: A. Hosp-Based Time
1
B. Non-Hosp Clinic) Time
10 Date: A. Hosp-Based Time
B. Non-Hosp Clinic) Time
11 Date: A. Hosp-Based Time
B. Non-Hosp Clinic) Time
12 Date: A. Hosp-Based Time
B. Non-Hosp Clinic) Time
13 Date:
1 A. Hosp-Based Time
6. Non-Hosp Clinic) Time
14 Date: A. Hosp-Based Time
B. Non-Hosp Clinic) Time
SIGN IN BL UE IN K SIG N IN BLUE IN K
I certify that the above information is a true and accurate statement of the hours and locations indicated.
Provider: Date:
I certify that the hours and types of service shown below are correct and that the employee
performed satisfactorily, meeting all requirements.
Service Director: Date:
REV. 3/2011
BIB]
40723-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99893-U03
AI102883-U03
DO103527-U03
C11-U03
BOARD-U03
ORDERS-U03
6/28/2011-U04
HANCOCKD-U04
16653-U05
10-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
THE-U07
RENEWAL-U07
PROFESSIONAL-U07
MEDICAL-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/6/2011-U011
SERVICES-U012
AGREEMENT-U012
MICHAEL-U012
SEPULVEDA-U012
MD-U012
TO-U012
PROVIDE-U012
INTERNAL-U012
MEDICINE-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$150,000-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012.-U012
COMPLETED BOARD ORDER"�|E�N +�Definitions & Examples
PR) Payroll Category
A. Hospital Based Time: This category includes all time worked at Natividad Medical Center NMC) hospital or hospital based outpatient clinic.
B. Non-Hospital Based Time: This category includes time spent working on behalf of NMC, for which NMC is reimbursing you and/or billing on your behalf. Example: SNF, prison, Department of Health clinics, off site
practice, etc.
Activity / Object Code 00001 Direct Patient Care Services: Use this code when performing duties for those services directly related to patient care that would be billable to a specific patient. Activities include
diagnosis, treatment, therapeutic, rehabilitative, medical, psychiatric, etc., that may occur in a teaching or non-teaching setting.
Activity / Object Code 00002 Supervision and Training of Nurses, Technicians, etc.: Use this code when performing duties related to the supervision or training of nurses, technicians, etc. in a setting that does
not involve any of the approved medical education programs. Activities include: Supervision of nursing staff, technicians, and other hospital staff, review of care related to a specific patient, and hospital or departmental
administration involving the supervision of hospital employees. Example: Staff Meetings on Nursing Floors, including specific education with nursing staff but does not including team rounds.
Activity / Object Code 00003 Utilization Review and Other Committee Meetings: Use this code when performing utilization review, participating on committees, or attending meetings. Activities include: meeting
preparation and attendance for hospital, medical staff, tumor boards, peer review, and departmental meetings. Example: Service Director Meetings, Medical Staff Mtgs, Service Improvement Committees.
Activity / Object Code 00004 Quality Control, Medical Review, and Autopsies: Use this code when performing quality control reviews or quality control investigations, or autopsies. Activities include: Participating
individually or as a panel or board member in quality assurance functions, informal and formal investigations, and medical review functions related to quality improvement. Also, autopsies performed at a physician's
request, to advance the knowledge base regarding deceased patient conditions. Examples: QRC Committees, Med Usage/Infection Control Committee, Pt Safety/Quality Council.
Activity / Object Code 00005 Supervision of Interns and Residents: Use this code when performing duties related to the direct supervision of Interns / Residents. Activities include: Providing teaching and guidance
during rounds, reviews with Interns / Residents regarding individual patient care, time spent managing, planning, and evaluating work of Interns / Residents. Supervision of Interns/Residents would not include direct
patient care.
Activity / Object Code 00006 Teaching of Interns and Residents: Use this code when performing duties related to the teaching of Interns / Residents. Activities include: Teaching in an approved educational
program in a classroom, lecture hall, formal or subject appropriate setting, time sent preparing materials and subject matter for presentation. Example: Teaching in Classroom unit or residency office conference room,
morning report, noon conference. This category excludes teaching on patient rounds.
Activity / Object Code 00007 Teaching and Supervision of Allied Health Professionals: Use this code when performing duties related to the teaching and/or Supervision of Allied Health Professionals. Activities
include: Teaching in an approved educational program in a classroom, lecture hall, formal or subject appropriate setting, time sent preparing materials and subject matter for presentation, and supervision of Allied
Health Professionals performing procedures related to specific patients.
Activity / Object Code 00008 Other Administrative: Use this code to include other time spent as appropriate related to other administrative. Activities must be fully described and explained.
Activity / Object Code 00009 Conferences, Lectures and Training: Use this code when attending conferences and lectures, or similar educational forums including continuing medical education classes. Activities
include: travel and atttendance either as a presenter or attendee. If a presenter, including planning and preparation of materials, and presentation. Attendance at lectures or similar educational forums, including
continuing medical education classes and workshops to maintain active licensure status if done during compensation time. Example: CME, grand rounds.
Activity / Object Code 00010 Non-Productive Hours: Use this code for paid sick leave, paid vacation, paid family leave, etc.
Activity / Object Code 00011 Research: Use this code for non-patient related activities which include: Research performed for scientific knowledge, planning, preparation of research materials and reports. Research
involving a systematic, extensive study directed at better scientific knowledge of the science and diagnosis, treatment, cure, or prevention of mental or physical disease.
Activity / Object Code 00012 Other Non-Billable Activities: Use this code for activities that are compensated by Natividad Medical Center, are not specified above, are not related to patient care, and would not
ordinarily permit or generate a bill for patient care services, e.g., consulting or medical review that is not chargeable to NMC.
Tracking of On-Call Time:
In House On-Call: Fall: Any time during a call shift when the provider is on hospital grounds, including 24 hour in-house OBGYN call shifts. Includes direct patient care during call shifts.
Out of House on Call: Any time when physician is being reimbursed for call time but is not present at hospital.
REV. 3/2011
BIB]
40723-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99893-U03
AI102883-U03
DO103527-U03
C11-U03
BOARD-U03
ORDERS-U03
6/28/2011-U04
HANCOCKD-U04
16653-U05
10-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
THE-U07
RENEWAL-U07
PROFESSIONAL-U07
MEDICAL-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/6/2011-U011
SERVICES-U012
AGREEMENT-U012
MICHAEL-U012
SEPULVEDA-U012
MD-U012
TO-U012
PROVIDE-U012
INTERNAL-U012
MEDICINE-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$150,000-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012.-U012
COMPLETED BOARD ORDER"�|E�N!+�Exhibit 1.13
I4A Natividad MEDICAL CENTER
MEDICAL STAFF POLICY
Title: Practitioner Code of Conduct Effective: 05/01/09
Revised:
Standard: MSP004-2 Approved: MEC 04/14/09
BOT 05/01/09
As a member of the Medical Staff or an Allied Health Professional AHP) of Natividad Medical
Center NMC) collectively Practitioners), I acknowledge that the ability of Practitioners and
NMC employees to jointly deliver high quality health care depends significantly upon their
ability to communicate well, collaborate effectively, and work as a team. I recognize that
patients, family members, visitors, colleagues and NMC staff members must be treated in a
dignified and respectful manner at all times.
POLICY
In keeping with the accepted standards of the health care profession as evidenced by the
Hippocratic Oath, the Code of Ethics of the American Medical Association AMA) and other
professional societies, and the values of NMC, Practitioners are leaders in maintaining
professional standards of behavior. In keeping with this responsibility to maintain professional
standards of behavior at NMC, Practitioners:
1. Facilitate effective patient care by consistent, active, and cooperative participation as
members of the NMC health care team.
2. Recognize the individual and independent responsibilities of all other members of the
NMC health care team and their right to independently advocate on behalf of the patient.
3. Maintain respect for the dignity and sensitivities of patients and families, as well as
colleagues, NMC employees, and all other health care professionals.
4. Participate in the Medical Staff quality assessment and peer review activities, and in
organizational performance improvement activities.
5. Contribute to the overall educational mission of NMC.
6. Reflect positively upon the reputation of the health care profession, the Medical Staff,
and NMC in their language, action, attitude, and behavior.
Behaviors of Practitioners which do not meet the professional behavior standards established in
this Code of Conduct Code) shall be referred to as Disruptive or Unprofessional Behavior.
Disruptive or Unprofessional Behavior by Practitioners exhibited on the premises of NMC,
Exhibit 1.13-1
1.AV2246414.3
BIB]
40723-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99893-U03
AI102883-U03
DO103527-U03
C11-U03
BOARD-U03
ORDERS-U03
6/28/2011-U04
HANCOCKD-U04
16653-U05
10-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
THE-U07
RENEWAL-U07
PROFESSIONAL-U07
MEDICAL-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/6/2011-U011
SERVICES-U012
AGREEMENT-U012
MICHAEL-U012
SEPULVEDA-U012
MD-U012
TO-U012
PROVIDE-U012
INTERNAL-U012
MEDICINE-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$150,000-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012.-U012
COMPLETED BOARD ORDER"�|E�N"+�whether or not the Practitioner is on duty or functioning in his/her professional capacity, are
subject to this Code.
EXAMPLES OF PROFESSIONAL BEHAVIOR
Practitioners are expected to exhibit professional behavior at NMC, consistent with this Code, as
follows:
1. Be consistently available with cooperative and timely responsiveness to appropriate
requests from physicians, nurses, and all other members of the NMC health care team in
patient care and other professional responsibilities.
2. Provide for and communicate alternate coverage arrangements to assure the continuity
and quality of care.
3. Demonstrate language, action, attitude and behavior which consistently convey to
patients, families, colleagues, and all other members of the NMC health care team a sense
of compassion and respect for human dignity.
4. Understand and accept individual cultural differences.
5. Maintain appropriate, timely, and legible medical record entries which enable all NMC
professionals to understand and effectively participate in a cohesive plan of management
to assure continuity, quality, and efficiency of care and effective post-discharge planning
and follow-up.
6. Respect the right of patients, families or other designated surrogates to participate in an
informed manner in decisions pertaining to patient care.
7. Treat patients and all persons functioning in any capacity within NMC with courtesy,
respect, and human dignity.
EXAMPLES OF DISRUPTIVE OR UNPROFESSIONAL BEHAVIOR
Disruptive or Unprofessional Behavior, as characterized in this Code, includes but is not limited
to:
1. Misappropriation or unauthorized removal or possession of NMC owned property.
2. Falsification of medical records, including timekeeping records and other NMC
documents.
3. Working under the influence of alcohol or illegal drugs.
4. Working under the influence of prescription or over-the-counter medications when use of
such medications significantly affects the practitioner's level of cognitive functioning.
5. Possession, distribution, purchase, sale, transfer, transport or use of illegal drugs in the
workplace.
Exhibit 1.13-2
LA\2246414.3
BIB]
40723-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99893-U03
AI102883-U03
DO103527-U03
C11-U03
BOARD-U03
ORDERS-U03
6/28/2011-U04
HANCOCKD-U04
16653-U05
10-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
THE-U07
RENEWAL-U07
PROFESSIONAL-U07
MEDICAL-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/6/2011-U011
SERVICES-U012
AGREEMENT-U012
MICHAEL-U012
SEPULVEDA-U012
MD-U012
TO-U012
PROVIDE-U012
INTERNAL-U012
MEDICINE-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$150,000-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012.-U012
COMPLETED BOARD ORDER"�|E�N#+�6. Possession of dangerous or unauthorized materials such as explosives, firearms, or other
weapons in the workplace.
7. Writing derogatory and/or accusatory notes in the medical record which are not necessary
for the provision of quality patient care services. Concerns regarding the performance of
other Practitioners or NMC employees should be reported on a NMC Quality Review
Report form and submitted pursuant to NMC policy and should not be entered into the
patient's medical record.
8. Harassment
Harassment is verbal or physical contact that denigrates or shows hostility or aversion
toward an individual based on race, religion, color, national origin, ancestry, age,
disability, marital status, gender, sexual orientation, or any other basis protected by
federal, state, or local law or ordinance, and that:
1. Has the purpose or effect of creating an intimidating, hostile, or offensive
working environment, or;
2. Has the purpose or effect of unreasonably interfering with an individual's
work performance, or;
3. Otherwise aversely affects an individual's employment opportunity.
Harassing conduct includes, but is not limited to:
1. Epithets, slurs, negative stereotyping, threatening, intimidating, or hostile
acts that relate to race, religion, color, national origin, ancestry, age,
disability, marital status, gender, or sexual orientation.
2. Written material or illustrations that denigrate or show hostility or
aversion toward an individual or group because of race, religion, color,
national origin, ancestry, age, disability, marital status, gender, or sexual
orientation, and is placed on walls; bulletin boards, or elsewhere on
NMC's premises or circulated in the workplace.
9. Physical behavior that is harassing, intimidating, or threatening, such as unwanted
touching, obscene gestures or throwing of objects;
10. Passive behaviors, such as refusing to perform assigned tasks or to answer questions,
return phone calls, or pages;
11. Language that is a reasonable adult would consider to be foul, abusive, degrading,
demeaning, or threatening, such as crude comments, degrading jokes or comments,
yelling or shouting at a person, or threatening violence or retribution;
12. Single incident of egregious behavior, such as an assault or other criminal act.
Exhibit 1.13-3
LA\22464143
BIB]
40723-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99893-U03
AI102883-U03
DO103527-U03
C11-U03
BOARD-U03
ORDERS-U03
6/28/2011-U04
HANCOCKD-U04
16653-U05
10-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
THE-U07
RENEWAL-U07
PROFESSIONAL-U07
MEDICAL-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/6/2011-U011
SERVICES-U012
AGREEMENT-U012
MICHAEL-U012
SEPULVEDA-U012
MD-U012
TO-U012
PROVIDE-U012
INTERNAL-U012
MEDICINE-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$150,000-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012.-U012
COMPLETED BOARD ORDER"�|E�N$+�13. Criticism of NMC staff in front of patients, families, or other staff.
PROCEDURE
Any person who functions in any capacity at NMC who observes Practitioner language,
action, attitude, or behavior which may be unprofessional, harassing, or disruptive to the
provision of quality patient care services should document the incident on a NMC
Quality Review Report form.
2. Identified incidents involving Practitioners shall be reviewed pursuant to the current
Road Map for Handling Reports of Disruptive or Unprofessional Behavior or the County
Sexual Harassment Policy, as determined by the nature of the behavior and the person
who exhibits it.
I acknowledge that I have received and read this Practitioner Code of Conduct. I acknowledge
that hospitals are required to define and address disruptive and inappropriate conduct to comply
with The Joint Commission standards for accreditation. I agree to adhere to the guidelines in this
Code and conduct myself in a professional manner. I further understand that failure to behave in
a professional fashion may result in disciplinary actions set forth in the RoadMap for Handling
Reports of Disruptive or Unprofessional Behavior or as determined by the Medical Executive
Committee pursuant to the Medical Staff Bylaws.
Signature:
Date: t~ 0
Exhibit 1.13-4
LA\2246414.3
BIB]
40723-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99893-U03
AI102883-U03
DO103527-U03
C11-U03
BOARD-U03
ORDERS-U03
6/28/2011-U04
HANCOCKD-U04
16653-U05
10-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
THE-U07
RENEWAL-U07
PROFESSIONAL-U07
MEDICAL-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/6/2011-U011
SERVICES-U012
AGREEMENT-U012
MICHAEL-U012
SEPULVEDA-U012
MD-U012
TO-U012
PROVIDE-U012
INTERNAL-U012
MEDICINE-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$150,000-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012.-U012
COMPLETED BOARD ORDER"�|E�N%+�Exhibit 2.1
COMPENSATION
1. Professional Services. During each month of this Agreement, Hospital shall pay
to Contractor an amount equal to:
a. One Thousand Dollars $1,000.00) per day for rounding on the general
medicine floor, which shall include up to eight 8) hours of direct patient care and One Hundred
and Twenty Five Dollars $125.00) per hour for each additional hour after the first eight 8)
hours as scheduled by Hospital and agreed to by Contractor;
b. One Thousand One Hundred Dollars $1,100.00) per day for rounding in
the ICU, which shall include a minimum of eight 8) hours of direct patient care and back-up
coverage services. In the event that Contractor is required to be physically present in the ICU
while on back-up call, Hospital shall pay Contractor an amount equal to Two Hundred Fifty
Dollars $250) per call back the Response Payment") and One Hundred Twenty-Five Dollars
$125) per hour after the first two 2) hours during the same call back.
2. Professional Liability Reimbursement. In the event that Contractor does not
purchase the professional liability insurance set forth in Article III of the Agreement, Hospital
will deduct three dollars $3) per hour worked by Contractor to compensate for Hospital's
payment of professional liability insurance premiums on behalf of Contractor. By way of
example, for each twelve 12) hour shift, Hospital will deduct thirty-six dollars $36) from
Contractor's compensation for professional liability insurance payments.
3. Timing. Hospital shall pay the compensation due for Professional Services
performed by Contractor after Contractor's submission of the monthly invoice of preceding
month's activity and time report in accordance with this Agreement; provided, however, that if
Contractor does not submit an invoice and time sheet within sixty 60) days of the end of the
month during which Professional Services were performed, Hospital shall not be obligated to pay
Contractor for Professional Services performed during that month. The County of Monterey
Standard Payment Terms for contracts/PSAs and paying invoices is 30 days after receipt of the
certified invoice in the Auditor-Controller's Office".
4. Incentive Compensation. Contractor shall be eligible for additional
compensation of up to six percent 6%) per year of the total professional
services compensation payable to the Contractor under this Agreement set
forth in Section 2.1 collectively, Incentive Compensation"). Such
Incentive Compensation shall be based on the aggregate medical surgical
unit performance and paid semiannually, beginning on the date that is six
6) months from the Execution Date each such payment occurring on the
Payment Date"), and shall be calculated as follows for the six 6)
months preceding each Payment Date using Hospital's Core Measure data
and data collected by Professional Research Consultants, Inc. PRC):
Exhibit 2.1-1
LA\2246414.3
BIB]
40723-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99893-U03
AI102883-U03
DO103527-U03
C11-U03
BOARD-U03
ORDERS-U03
6/28/2011-U04
HANCOCKD-U04
16653-U05
10-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
THE-U07
RENEWAL-U07
PROFESSIONAL-U07
MEDICAL-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/6/2011-U011
SERVICES-U012
AGREEMENT-U012
MICHAEL-U012
SEPULVEDA-U012
MD-U012
TO-U012
PROVIDE-U012
INTERNAL-U012
MEDICINE-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$150,000-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012.-U012
COMPLETED BOARD ORDER"�|E�N&+� Threshold Target Target Maximum Maximum
Patient Performance Incentive Performance Incentive Performance Incentive
Satisfaction Threshold Amount Goal Amount Goal Amount
Doctor's 70% 0.5% 2:80% 0.75% 90% 1.0%
Commuinication/ Excellent/ Excellent/ Excellent/
Keeping Patient Very Good Very Good Very Good
Informed
Doctor's 2:70% 0.5% 80% 0.75% 90% 1.0%
Instructions/ Excellent/ Excellent/ Excellent/
Explanations of Very Good Very Good Very Good
Treatment/Tests
Overall 70% 0.5% 80% 0.75% 90% 1.0%
Teamwork Excellent/ Excellent/ Excellent/
between Doctors, Very Good Very Good Very Good
Nurses and Staff
Doctor's 70% 0.5% 80% 0.75% 90% 1.0%
Courtesy and Excellent/ Excellent/ Excellent/
Friendliness Very Good Very Good Very Good
Threshold Target Target
Performance Incentive Performance Incentive
Core Measure Threshold Amount Goal Amount
CHF-Discharge 90% 0.5% 100% 1.0%
Instructions
CHF-Perfect 90% 0.50% 100% 1.0%
Care
Exhibit 2.1-2
LA\2246414.3
BIB]
40723-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99893-U03
AI102883-U03
DO103527-U03
C11-U03
BOARD-U03
ORDERS-U03
6/28/2011-U04
HANCOCKD-U04
16653-U05
10-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
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PROFESSIONAL-U07
MEDICAL-U07
960-NMC-U08
RUIZ-IGNACIO-U09
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RUIZ-IGNACIOM-U10
6/6/2011-U011
SERVICES-U012
AGREEMENT-U012
MICHAEL-U012
SEPULVEDA-U012
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TO-U012
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MEDICINE-U012
SERVICES-U012
AT-U012
NMC-U012
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AMOUNT-U012
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$150,000-U012
THE-U012
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2011-U012
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30,-U012
2012.-U012
COMPLETED BOARD ORDER"�|E�N'+�Exhibit 6.4
BUSINESS ASSOCIATE AGREEMENT
THIS BUSINESS ASSOCIATE AGREEMENT Exhibit") supplements and is made a part of
this Agreement by and between Hospital Covered Entity" or CE") and Contractor
Business Associate" or BA").
A) Unless otherwise specified in this Exhibit, all capitalized terms used in this Exhibit shall
have the meanings established for purposes of HIPAA or HITECH, as applicable.
Specific statutory or regulatory citations used in this Exhibit shall mean such citations as
amended and in effect from time to time.
1. Compliance Date" shall mean, with respect to any applicable provision in this
Exhibit, the later of the date by which compliance with such provision is required
under HITECH and the effective date of this Agreement.
2. Electronic Protected Health Information" shall mean Protected Health Information
that is transmitted or maintained in electronic media.
3. HIPAA" shall mean the Health Insurance Portability and Accountability Act, 42
U.S.C. 1320d through 1320d-8, as amended from time to time, and all
associated existing and future implementing regulations, when effective and as
amended from time to time.
4. HITECH" shall mean Subtitle D of the Health Information Technology for
Economic and Clinical Health Act provisions of the American Recovery and
Reinvestment Act of 2009, 42 U.S.C. 17921-17954, as amended from time to
time, and all associated existing and future implementing regulations, when
effective and as amended from time to time.
5. Protected Health Information" shall mean the term as defined in 45 C.F.R.
160.103, and is limited to the Protected Health Information received from, or
received or created on behalf of, the CE by BA pursuant to performance of the
Services.
6. Privacy Rule" shall mean the federal privacy regulations issued pursuant to
HIPAA, as amended from time to time, codified at 45 C.F.R. Part 164 Subparts A
and E).
7. Security Rule" shall mean the federal security regulations issued pursuant to
HIPAA, as amended from time to time, codified at 45 C.F.R. Part 164 Subparts A
and C).
8. Services" shall mean the Professional Services, the Teaching Services and the
Additional Services, collectively, as defined in the Agreement.
Exhibit 6.4-1
LA\2246414.3
BIB]
40723-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99893-U03
AI102883-U03
DO103527-U03
C11-U03
BOARD-U03
ORDERS-U03
6/28/2011-U04
HANCOCKD-U04
16653-U05
10-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
THE-U07
RENEWAL-U07
PROFESSIONAL-U07
MEDICAL-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/6/2011-U011
SERVICES-U012
AGREEMENT-U012
MICHAEL-U012
SEPULVEDA-U012
MD-U012
TO-U012
PROVIDE-U012
INTERNAL-U012
MEDICINE-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$150,000-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012.-U012
COMPLETED BOARD ORDER"�|E�N(+�9. Unsecured Protected Health Information" shall mean Protected Health Information
that is not rendered unusable, unreadable, or indecipherable to unauthorized
individuals through the use of a technology or methodology specified by the
Secretary in the regulations or guidance issued pursuant to 42 U.S.C. 17932(h)(2).
B) With regard to BA's use and disclosure of Protected Health Information:
BA may use and disclose Protected Health Information as reasonably required or
contemplated in connection with the performance of the Services, excluding the
use or further disclosure of Protected Health Information in a manner that would
violate the requirements of the Privacy Rule, if done by the CE. Notwithstanding
the foregoing, BA may use and disclose Protected Health Information for the
proper management and administration of BA as provided in 45 C.F.R.
164.504(e)(4).
2. BA will not use or further disclose Protected Health Information other than as
permitted or required by this Exhibit, and in compliance with each applicable
requirement of 45 C.F.R. 164.504(e), or as otherwise Required by Law.
3. BA will implement and use appropriate administrative, physical, and technical
safeguards to 1) prevent use or disclosure of Protected Health Information other
than as permitted or required by this Exhibit; 2) reasonably and appropriately
protect the confidentiality, integrity, and availability of the Electronic Protected
Health Information that BA creates, receives, maintains, or transmits on behalf of
the CE; and 3) as of the Compliance Date of 42 U.S.C. 17931, comply with the
Security Rule requirements set forth in 45 C.F.R. 164.308, 164.3 10, 164.312,
and 164.316.
4. BA will, without unreasonable delay, report to the CE 1) any use or disclosure of
Protected Health Information not provided for by this Exhibit of which it becomes
aware in accordance with 45 C.F.R. 164.504(e)(2)(ii)(C); and/or 2) any
Security Incident affecting Electronic Protected Health Information of which BA
becomes aware in accordance with 45 C.F.R. 164.314(a)(2)(C).
5. BA will, without unreasonable delay, and in any event no later than sixty 60)
calendar days after Discovery, notify the CE of any Breach of Unsecured
Protected Health Information. The notification shall include, to the extent
possible and subsequently as the information becomes available), the
identification of all individuals whose Unsecured Protected Health Information is
reasonably believed by BA to have been Breached along with any other available
information that is required to be included in the notification to the Individual, the
Secretary, and/or the media, all in accordance with the data breach notification
requirements set forth in 42 U.S.C. 17932 and 45 C.F.R. Parts 160 and 164
Subparts A, D, and E), as of their respective Compliance Dates.
6. BA will ensure that any subcontractors or agents to whom BA provides Protected
Health Information agree to the same restrictions and conditions that apply to BA
Exhibit 6.4-2
LA\2246414.3
BIB]
40723-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99893-U03
AI102883-U03
DO103527-U03
C11-U03
BOARD-U03
ORDERS-U03
6/28/2011-U04
HANCOCKD-U04
16653-U05
10-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
THE-U07
RENEWAL-U07
PROFESSIONAL-U07
MEDICAL-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/6/2011-U011
SERVICES-U012
AGREEMENT-U012
MICHAEL-U012
SEPULVEDA-U012
MD-U012
TO-U012
PROVIDE-U012
INTERNAL-U012
MEDICINE-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$150,000-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012.-U012
COMPLETED BOARD ORDER"�|E�N)+�with respect to such Protected Health Information. To the extent that BA
provides Electronic Protected Health Information to a subcontractor or agent, it
will require the subcontractor or agent to implement reasonable and appropriate
safeguards to protect the Electronic Protected Health Information consistent with
the requirements of this Exhibit.
7. BA will, to the extent that Protected Health Information in BA's possession
constitutes a Designated Record Set, make available such Protected Health
Information in accordance with 45 C.F.R. 164.524.
8. In the event that BA, in connection with the Services, uses or maintains an
Electronic Health Record of Protected Health Information of or about an
Individual, BA will provide an electronic copy of such Protected Health
Information in accordance with 42 U.S.C. 17935(e) as of its Compliance Date.
9. BA will, to the extent that Protected Health Information in BA's possession
constitutes a Designated Record Set, make available such Protected Health
Information for amendment and incorporate any amendments to such information
as directed by the CE, all in accordance with 45 C.F.R. 164.526.
10. BA will document and make available the information required to provide an
accounting of disclosures of Protected Health Information, in accordance with 45
C.F.R. 164.528.
11. In the event that BA, in connection with the Services, uses or maintains an
Electronic Health Record of Protected Health Information of or about an
Individual, BA will make an accounting of disclosures of such Protected Health
Information in accordance with the requirements for accounting of disclosures
made through an Electronic Health Record in 42 U.S.C. 17935(c), as of its
Compliance Date.
12. BA will make its internal practices, books, and records relating to the use and
disclosure of Protected Health Information available to the Secretary for purposes
of determining the CE's compliance with the Privacy Rule.
13. BA will, as of the Compliance Date of 42 U.S.C. 17935(b), limit any request,
use, or disclosure by BA of Protected Health Information, to the extent
practicable, to the Limited Data Set of such Protected Health Information as
defined in 45 C.F.R. 164.5 14(e)(2)), or, if the request, use, or disclosure by BA
of Protected Health Information, not in a Limited Data Set, is necessary for BA's
performance of the Services, BA will limit the amount of such Protected Health
Information requested, used, or disclosed by BA to the minimum necessary to
accomplish the intended purpose of such request, use, or disclosure, respectively;
provided, however, that the requirements set forth above in this subsection 13)
shall be superseded and replaced by the requirements of the minimum
necessary" regulations or guidance to be issued by the Secretary pursuant to 42
U.S.C. 17935(b)(1)(B)) on and after its Compliance Date.
Exhibit 6.4-3
LA\22464 14.3
BIB]
40723-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99893-U03
AI102883-U03
DO103527-U03
C11-U03
BOARD-U03
ORDERS-U03
6/28/2011-U04
HANCOCKD-U04
16653-U05
10-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
THE-U07
RENEWAL-U07
PROFESSIONAL-U07
MEDICAL-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/6/2011-U011
SERVICES-U012
AGREEMENT-U012
MICHAEL-U012
SEPULVEDA-U012
MD-U012
TO-U012
PROVIDE-U012
INTERNAL-U012
MEDICINE-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$150,000-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012.-U012
COMPLETED BOARD ORDER"�|E�N*+�14. BA will not directly or indirectly receive remuneration in exchange for any
Protected Health Information as prohibited by 42 U.S.C. 17935(d) as of its
Compliance Date.
15. BA will not make or cause to be made any communication about a product or
service that is prohibited by 42 U.S.C. 17936(a) as of its Compliance Date.
16. BA will not make or cause to be made any written fundraising communication
that is prohibited by 42 U.S.C. 17936(b) as of its Compliance Date.
C) In addition to any other obligation set forth in this Agreement, including this Exhibit, the
CE agrees that it will: 1) not make any disclosure of Protected Health Information to BA
if such disclosure would violate HIPAA, HITECH, or any applicable federal or state law
or regulation; 2) not request BA to use or make any disclosure of Protected Health
Information in any manner that would not be permissible under HIPAA, HITECH, or any
applicable federal or state law or regulation if such use or disclosure were done by the
CE; and 3) limit any disclosure of Protected Health Information to BA, to the extent
practicable, to the Limited Data Set of such Protected Health Information, or, if the
disclosure of Protected Health Information that is not in a Limited Data Set is necessary
for BA's performance of the Services, to limit the disclosure of such Protected Health
Information to the minimum necessary to accomplish the intended purpose of such
disclosure, provided, however, that the requirements set forth above in this part 3) shall
be superseded and replaced by the requirements of the minimum necessary" regulations
or guidance to be issued by the Secretary pursuant to 42 U.S.C. 17935(b)(1)(B)) on
and after its Compliance Date.
D) If either the CE or BA knows of either a violation of a material term of this Exhibit by the
other party or a pattern of activity or practice of the other party that constitutes a material
breach or violation of this Exhibit, the non-breaching party will provide written notice of
the breach or violation to the other party that specifies the nature of the breach or
violation. In the event that the breaching party does not cure the breach or end the
violation on or before thirty 30) days after receipt of the written notice, the non-
breaching party may do the following:
i) if feasible, terminate this Agreement; or
ii) if termination of this Agreement is infeasible, report the issue to the Secretary.
E) BA will, at termination of this Agreement, if feasible, return or destroy all Protected
Health Information that BA still maintains in any form and retain no copies of Protected
Health Information or, if such return or destruction is not feasible such as in the event
that the retention of Protected Health Information is required for archival purposes to
evidence the Services), BA may retain such Protected Health Information and shall
thereupon extend the protections of this Exhibit to such Protected Health Information and
limit further uses and disclosures to those purposes that make the return or destruction of
such Protected Health Information infeasible.
Exhibit 6.4-4
LA\2246414.3
BIB]
40723-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99893-U03
AI102883-U03
DO103527-U03
C11-U03
BOARD-U03
ORDERS-U03
6/28/2011-U04
HANCOCKD-U04
16653-U05
10-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
THE-U07
RENEWAL-U07
PROFESSIONAL-U07
MEDICAL-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/6/2011-U011
SERVICES-U012
AGREEMENT-U012
MICHAEL-U012
SEPULVEDA-U012
MD-U012
TO-U012
PROVIDE-U012
INTERNAL-U012
MEDICINE-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$150,000-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012.-U012
COMPLETED BOARD ORDER"�|E�N++�F) Any other provision of this Agreement that is directly contradictory to one or more terms
of this Exhibit shall be superseded by the terms of this Exhibit to the extent and only to
the extent of the contradiction and only for the purpose of the CE's and BA's compliance
with HIPAA and HITECH. The terms of this Exhibit, to the extent they are unclear, shall
be construed to allow for compliance by the CE and BA with HIPAA and HITECH.
G) Indemnification. Each party, CE and BA, will indemnify, hold harmless and defend the
other party to this Exhibit from and against any and all claims, losses, liabilities, costs,
and other expenses incurred as a result or arising directly or indirectly out of or in
connection with a) any misrepresentation, active or passive negligence, breach of
warranty or non-fulfillment of any undertaking on the part of the party under this Exhibit;
and b) any claims, demands, awards, judgments, actions and proceedings made by any
person or organization, arising out of or in any way connected with the party's
performance under this Exhibit.
In addition, the CE agrees to compensate BA for any time and expenses that BA may incur in
responding to requests for documents or information under HIPAA, HITECH, or any regulations
promulgated under HIPAA or HITECH.
Nothing contained in this Exhibit is intended to confer upon any person other than the parties
hereto) any rights, benefits, or remedies of any kind or character whatsoever, whether in contract,
statute, tort such as negligence), or otherwise, and no person shall be deemed a third party
beneficiary under or by reason of this Exhibit.
CWreAcTI_R
Hotal
Signature:
w Date:
Exhibit 6.4-5
LA\2246414.3
BIB]
40723-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99893-U03
AI102883-U03
DO103527-U03
C11-U03
BOARD-U03
ORDERS-U03
6/28/2011-U04
HANCOCKD-U04
16653-U05
10-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
THE-U07
RENEWAL-U07
PROFESSIONAL-U07
MEDICAL-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/6/2011-U011
SERVICES-U012
AGREEMENT-U012
MICHAEL-U012
SEPULVEDA-U012
MD-U012
TO-U012
PROVIDE-U012
INTERNAL-U012
MEDICINE-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$150,000-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012.-U012
SIGNED BOARD REPORT"�|E�L�MONTEREY COUNTY BOARD OF SUPERVISORS
MEETING: June 14, 2011 AGENDA NO.: 31
SUBJECT: Authorize the Purchasing Manager for Natividad Medical Center NMC)
to execute the renewal Professional Medical Services Agreement with
Michael Sepulveda MD to provide Internal Medicine Services at NMC in
an amount not to exceed $150,000 for the period July 1, 2011 to June 30,
2012.
DEPARTMENT: Natividad Medical Center
RECOMMENDATION:
Authorize the Purchasing Manager for Natividad Medical Center NMC) to execute the renewal
Professional Medical Services Agreement with Michael Sepulveda MD to provide Internal Medicine
Services at NMC in an amount not to exceed $150,000 for the period July 1, 2011 to June 30, 2012.
SUMMARY/DISCUSSION:
NMC operates two medical surgical units 35 beds) and one intensive care unit 10 beds) that provide 24
hours, 7 days a week direct patient care to acutely ill hospitalized patients. In order to efficiently staff
these units and 24/7 patient care, it requires a total of six full time equivalent FTE) hospitalists and
critical care providers made up of full-time employee and part-time independent contractor physicians.
Michael Sepulveda MD is licensed to practice medicine in the state of California and currently has an
agreement with NMC to provide internal medicine services on the medical surgical and intensive care
units. NMC wishes to renew its agreement with Dr. Sepulveda in order to continue to provide medical
services to hospitalized patients on these units without interruption.
The maximum liability of this agreement is equal to the current compensation times the projected
number of shifts that Dr. Sepulveda will provide services in fiscal year 2012.
OTHER AGENCY INVOLVEMENT:
The Agreement has been reviewed and approved by County Counsel, the Auditor/Controller's office
and the Natividad Medical Center Board of Trustees.
FINANCING:
The total cost of this Agreement is $150,000 and is included in the fiscal year 2012 budget. This
action will not require any additional General Fund subsidy.
Prepared by:
Jeanne-Ann Balza
Management Analyst
May 11, 2011
755.4194
Harry Weis, Chief Executive Officer
Attachments:
Board Order and Agreement
Attachments on File with the Clerk of the Board
BIB]
40723-U01
SIGNED-U02
BOARD-U02
REPORT-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99893-U03
AI102883-U03
DO103528-U03
C10-U03
BOARD-U03
REPORTS-U03
6/28/2011-U04
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16653-U05
10-U06
AUTHORIZE-U07
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NMC)-U07
TO-U07
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THE-U07
RENEWAL-U07
PROFESSIONAL-U07
MEDICAL-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/6/2011-U011
SERVICES-U012
AGREEMENT-U012
MICHAEL-U012
SEPULVEDA-U012
MD-U012
TO-U012
PROVIDE-U012
INTERNAL-U012
MEDICINE-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$150,000-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012.-U012