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COMPLETED BOARD ORDER"�|E\�4�16
Before the Board of Supervisors in and for the
County of Monterey, State of California
Agreement No. A-12177
Authorize the Purchasing Manager for Natividad
Medical Center NMC) to execute the Professional
Services Agreement with Monterey Bay Oncology
Associates to provide Hematology Oncology and
Business Consulting Services at NMC in an amount not
to exceed $300,000 for the period February 1, 2012 to
January 31, 2013
Upon motion of Supervisor Parker, seconded by Supervisor Armenta, and carried by those
members present, effective February 7, 2012, the Board hereby;
Authorized the Purchasing Manager for Natividad Medical Center NMC) to
execute the Professional Services Agreement with Monterey Bay Oncology
Associates to provide Hematology Oncology and Business Consulting Services at
NMC in an amount not to exceed $300,000 for the period February 1, 2012 to
January 31, 2013.
PASSED AND ADOPTED on this 7th day of February, 2012, by the following vote, to-wit:
AYES: Supervisors Armenta, Supervisor Calcagno, Salinas, Potter and Parker
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 76 for the meeting on February 7, 2012.
Dated: February 9, 2012 Gail T. Borkowski, Clerk of the Board of Supervisors
County of Monterey, State of California
By
Lsd 2~~
Deputy
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COMPLETED BOARD ORDER"�|E\�4�NMC-85-ARO-2011
PROFESSIONAL AND CALL COVERAGE SERVICES AGREEMENT
by and between
NATIVIDAD MEDICAL CENTER Hospital")
and
MONTEREY BAY ONCOLOGY, A MEDICAL CORPORATION Contractor")
LA\2327151.6
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COMPLETED BOARD ORDER"�|E\�4�PROFESSIONAL AND CALL COVERAGE SERVICES AGREEMENT
THIS PROFESSIONAL AND CALL COVERAGE SERVICES AGREEMENT
this Agreement") is entered into as of February 1, 2012, by and between COUNTY OF
MONTEREY County") on behalf of NATIVIDAD MEDICAL CENTER Hospital"), and
MONTEREY BAY ONCOLOGY, A MEDICAL CORPORATION, a California professional
corporation 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 and various outpatient clinics collectively, the Clinic") under its
acute care license.
B. Contractor is a professional corporation organized under the laws of the State of
California the State"), consisting of employees and contractors collectively, Group
Physicians" and each, a Group Physician"), each of whom is a physician duly licensed and
qualified to practice medicine in the State. Each Group Physician is board certified for the
practice of medicine in the specialty of oncology 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, including inpatient and
outpatient procedures performed in Hospital's operating room collectively, the Non-Clinic
Patients"), and/or who present to Hospital's Clinic collectively, the Clinic Patients"), without
regard to any consideration other than medical condition. The Non-Clinic Patients and the Clinic
Patients shall be referred to in this Agreement as a Hospital Patient" or, collectively, as the
Hospital Patients."
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.
LA\2327151.6
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COMPLETED BOARD ORDER"�|E\�4�AGREEMENT
THE PARTIES AGREE AS FOLLOWS:
ARTICLE I.
CONTRACTOR'S OBLIGATIONS
1.1 Professional Services.
a) Contractor shall provide the professional services in the Specialty the
Professional Services") to Hospital Patients, upon the terms and subject to the conditions set
forth in this Agreement.
b) Contractor shall ensure that one 1) or more of its Group Physicians shall
be available on an on-call basis to provide Specialty medical care and treatment to Non-Clinic
Patients Coverage Services"), upon the terms and conditions set forth in this Agreement.
c) Group Physicians shall provide timely initial follow-up care for all
Hospital patients referred for care by the ED or attending physician. If a Group Physician is the
physician on-call at the time of the referral, Group Physician shall provide any necessary follow-
up care for such patients regardless of the patient's ability to pay for services at the time of the
first visit.
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 Director Services. Contractor shall provide to Hospital those medical director
services set forth in Exhibit 1.3 collectively, the Director Services").
1.4 Additional Services. Contractor shall provide to Hospital those additional
services set forth in Exhibit 1.4 the Additional Services"), upon the terms and subject to the
conditions set forth in this Agreement. The Professional Services, Teaching Services, Coverage
Services, Director Services, Administrative Consulting Services as defined in Exhibit 2.1) and
Additional Services are sometimes referred to collectively in this Agreement as the Services."
1.5 Time Commitment Contractor shall allocate time among the Professional
Services, Teaching Services, Coverage Services and Additional Services as reasonably requested
by Hospital from time to time.
1.6 Availability. Contractor shall ensure that one 1) or more of its Group Physicians
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
Group Physicians' schedule of availability to perform the Services during the following month.
Group Physicians shall use their best efforts to adjust such schedule of availability if reasonably
requested by Hospital in order to meet Hospital's needs for the Services.
2
LA\2327151.6
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COMPLETED BOARD ORDER"�|E\�4�1.7 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 1.7. Contractor shall submit all such time sheets to Hospital no later than the
tenth 10th) day of each month for Services provided during the immediately preceding month.
1.8 Medical Staff. Each Group Physician 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 Group Physician's obligations under this
Agreement. If, as of the Effective Date as defined in Section 5.1), any Group Physician 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 Group Physician's obligations
hereunder, such Group Physician 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 such Group Physician diligently pursues such
membership and/or clinical privileges in accordance with the normal procedures set forth in the
Medical Staff bylaws; and provided, however, that, at all times, Group Physician has been
granted privileges to perform the Services. Any Group Physician may obtain and maintain
medical staff privileges at any other hospital or health care facility at Group Physician's sole
expense.
1.9 Professional Qualifications. Each Group Physician shall have and maintain an
unrestricted license to practice medicine in the State. Each Group Physician shall be board
certified in the Specialty by the applicable medical specialty board approved by the American
Board of Medical Specialties. Each Group Physician shall have and maintain a valid and
unrestricted United States Drug Enforcement Administration DEA") registration.
1.10 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 and each Group
Physician shall undertake to review, be familiar with and comply with all applicable
requirements of such OIG compliance bulletins.
1.11 Performance Standards. Contractor and each Group Physician 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").
1.12 Code of Conduct. Contractor hereby acknowledges receipt of Hospital's Code of
Conduct which is attached to this Agreement as Exhibit 1.12 the Code"), and agrees that
Contractor and each Group Physician has been given ample opportunity to read, review and
understand the Code. With respect to Contractor's and the Group Physicians' business dealings
with Hospital and their performance of the Services described in this Agreement, neither
Contractor nor any Group Physician shall act in any manner which conflicts with or violates the
Code, nor cause another person to act in any manner which conflicts with or violates the Code.
Contractor and each Group Physician shall comply with the Code as it relates to their business
3
LA\2327151.6
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COMPLETED BOARD ORDER"�|E\�4�relationship with Hospital or any Affiliate, subsidiaries, employees, agents, servants, officers,
directors, contractors and suppliers of every kind.
1.13 Continuing Medical Education. Contractor shall ensure that each Group
Physician participates 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.
1.14 Use of Space. Contractor and each Group Physician 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.
1.15 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 or any Group Physician 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;
b) the medical staff membership or clinical privileges of any Group
Physician 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) any Group Physician becomes the subject of any suit, action or other legal
proceeding arising out of Contractor's professional services;
d) any Group Physician becomes incapacitated or disabled from providing
the Services, or voluntarily or involuntarily retires from the practice of medicine;
e) any Group Physician'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;
0
criminal offense;
Contractor or any Group Physician is charged with or convicted of a
g) Contractor changes the location of Contractor's office;
h) any act of nature or any other event occurs which has a material adverse
effect on Contractor's or any Group Physician's ability to provide the Services; or
i) Contractor or any Group Physician is debarred, suspended, excluded or
otherwise ineligible to participate in any Federal Health Care Program or state equivalent.
4
LA\2327151.6
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TO-U012
JANUARY-U012
31,-U012
2013.-U012
COMPLETED BOARD ORDER"�|E\�4�1.16 Representations and Warranties by Contractor. Contractor represents and
warrants that: a) no Group Physician's license to practice medicine in any state has ever been
suspended, revoked or restricted; b) neither Contractor nor any Group Physician has ever been
reprimanded, sanctioned or disciplined by any licensing board or medical specialty board; c)
neither Contractor nor Group Physician has ever been excluded or suspended from participation
in, or sanctioned by, any Federal Health Care Program; d) no Group Physician has ever been
denied membership and/or reappointment to the medical staff of any hospital or health care
facility; e) no Group Physician's medical staff membership or clinical privileges at any hospital
or health care facility have ever been suspended, limited or revoked for a medical disciplinary
cause or reason; and f) no Group Physician has ever 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.
1.17 Nondiscrimination. Neither Contractor nor any Group Physician shall
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.
1.18 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.
1.19 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 and Group
Physicians 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.
1.20 Coordination with Attending Physicians. Contractor shall ensure that each
Group Physician promptly reports the results of all professional services furnished to an ED
patient to such patient's attending physician(s) and any other physician(s) engaged in specialty
consultation or treatment for such patient.
1.21 Medical Records and Claims.
a) Contractor shall ensure that each Group Physician prepares complete,
timely, accurate and legible medical and other records with respect to the services and treatment
furnished to ED patients, in accordance with the Hospital Rules, federal and state laws and
regulations, and standards and recommendations of such nationally recognized accrediting
organization as Hospital designates from time to time. All such information and records relating
to any ED patient shall be: i) prepared on forms developed, provided or approved by Hospital;
ii) the sole property of Hospital; and iii) maintained at Hospital in accordance with the terms of
this Agreement and for so long as is required by applicable laws and regulations.
5
LA\23371 1.6
BIB]
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$300,000-U012
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1,-U012
2012-U012
TO-U012
JANUARY-U012
31,-U012
2013.-U012
COMPLETED BOARD ORDER"�|E\�4�b) Contractor shall maintain and upon request provide to ED patients,
Hospital, and state and federal agencies, all financial books and records and medical records and
charts as may be necessary for Contractor and/or Hospital to comply with applicable state,
federal, and local laws and regulations and with contracts between Hospital and third party
payors. Contractor shall cooperate with Hospital in completing such claim forms for ED patients
as may be required by insurance carriers, health care service plans, governmental agencies, or
other third party payors. Contractor shall retain all such records and information for at least ten
10) years following the expiration or termination of this Agreement. This Section 1.21(b) shall
survive the expiration or termination of this Agreement.
1.22 Records Available to Contractor. Both during and after the term of this
Agreement, Hospital shall permit Contractor and Contractor's agents to inspect and/or duplicate,
at Contractor's sole cost and expense, any medical chart and record to the extent necessary to
meet Contractor's professional responsibilities to patients, to assist in the defense of any
malpractice or similar claim to which such chart or record may be pertinent, and/or to fulfill
requirements pursuant to provider contracts to provide patient information; provided, however,
such inspection or duplication is permitted and conducted in accordance with applicable legal
requirements and pursuant to commonly accepted standards of patient confidentiality.
Contractor shall be solely responsible for maintaining patient confidentiality with respect to any
information which Contractor obtains pursuant to this Section.
1.23 Response Times. Contractor shall ensure that each Group Physician responds in
person to a request for an emergency evaluation by the attending physician or the ED physician
within a response time frame as required by the patient's medical condition and in accordance
with Hospital Rules. Contractor shall ensure that each Group Physician responds within forty
40) minutes by phone, if asked to respond by phone, to any request for an ED or patient phone
consultation and subsequent follow-up at Hospital.
1.24 Group Physicians.
a) Contractor shall employ, contract with, or otherwise engage Group
Physicians. Contractor has initially engaged those Group Physicians listed and identified by
NPI number) on Exhibit 1.24(a) to provide the Services, which Group Physicians are hereby
approved and accepted by Hospital.
b) Contractor may from time to time engage one 1) or more additional
Group Physicians including locum tenens physicians) to provide the Services under this
Agreement, subject to Hospital's prior written approval, which approval may be given, withheld
or conditioned by Hospital in its sole discretion. In the event Hospital withholds approval with
respect to any additional Group Physician, such Group Physician shall not be entitled to any
fair hearing" or any other hearing or appellate review under any provision of the Medical Staff
Bylaws, unless Hospital determines that the withholding of approval is reportable to any state's
medical board or other agency responsible for professional licensing, standards or behavior.
c) Contractor shall ensure that, during the term of this Agreement, any and
all Group Physicians including locum tenens physicians) providing the Services satisfy the
professional standards and qualifications set forth in this Article I of this Agreement.
6
LA\2327151.6
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$300,000-U012
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FEBRUARY-U012
1,-U012
2012-U012
TO-U012
JANUARY-U012
31,-U012
2013.-U012
COMPLETED BOARD ORDER"�|E\� 4�d) Contractor shall provide prompt written notice to Hospital in the event any
Group Physician resigns, is terminated by Contractor, or otherwise ceases to provide the
Services.
e) Contractor shall ensure that the Services are performed only on the
Hospital's premises by Group Physicians who have been approved and accepted by Hospital,
and have not been removed in accordance with this Agreement.
f) Contractor shall cause each Group Physician providing the Services to
comply with all obligations, prohibitions, covenants and conditions imposed on Contractor
pursuant to this Agreement. Contractor shall cause each Group Physician to execute and deliver
to Hospital a letter of acknowledgment in the form attached as Exhibit 1.24(f) prior to
providing any Services under this Agreement.
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 Three Hundred Thousand Dollars $300,000.00).
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 Hospital Patients by Contractor or
any Group Physician 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.
7
LA\2327151.6
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2012-U012
TO-U012
JANUARY-U012
31,-U012
2013.-U012
COMPLETED BOARD ORDER"�|E\�
4�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
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 or any Group Physician for NMC
Services rendered by Contractor or any Group Physician pursuant to this Agreement, including
any amount received from any Managed Care Organization as defined below) for NMC
Services rendered by Contractor or any Group Physician 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 Hospital 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 or the Clinic 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 and Clinic, 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;
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
8
LA\232715 L6
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31,-U012
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COMPLETED BOARD ORDER"�|E\�
4�necessary or appropriate for the provision of Professional Services
to Hospital patients covered by such Managed Care Organization.
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 or Group
Physician'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 and each Group
Physician 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 and Group Physician is procured on a Claims Made"
rather than Occurrence" basis, then Contractor and Group Physician 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
9
LA\2327151.6
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31,-U012
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COMPLETED BOARD ORDER"�|E\�
4�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.
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.
lJ 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 and Group Physicians
complete their 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, Group
Physicians, and additional insured with respect to claims arising from each subcontractor, if any,
performing work under this Agreement, or be accompanied by a certificate of insurance from
each subcontractor showing each subcontractor has identical insurance coverage to the above
requirements.
Commercial general liability and automobile liability policies shall provide an
endorsement naming the County of Monterey, its officers, agents, and employees as Additional
Insureds with respect to liability arising out of the Contractor's work, including ongoing and
completed operations, and shall further provide that such insurance is primary insurance to any
insurance or self-insurance maintained by the County and that the insurance of the Additional
Insureds shall not be called upon to contribute to a loss covered by the Contractor's insurance.
The 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 Forin CA 20 48 02 99.
10
LA\2327151.6
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HEMATOLOGY-U012
ONCOLOGY-U012
BUSINESS-U012
CONSULTING-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$300,000-U012
THE-U012
PERIOD-U012
FEBRUARY-U012
1,-U012
2012-U012
TO-U012
JANUARY-U012
31,-U012
2013.-U012
COMPLETED BOARD ORDER"�|E\�
4�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
of insurance shall in no way modify or change the indemnification clause in this Agreement,
which shall continue in full force and effect.
Contractor and each Group Physician 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 and each Group Physician
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 or Group Physicians' 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 and Group
Physicians' 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 and Group Physicians, 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.
11
LA\2327151.6
BIB]
40949-U01
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AS107866-U03
AI109019-U03
DO109576-U03
C15-U03
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2/10/2012-U04
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1-U06
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NMC)-U07
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960-NMC-U08
RUIZ-IGNACIO-U09
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1/30/2012-U011
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ASSOCIATES-U012
TO-U012
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AT-U012
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$300,000-U012
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1,-U012
2012-U012
TO-U012
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31,-U012
2013.-U012
COMPLETED BOARD ORDER"�|E\�4�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 or Group
Physician shall be construed to make or render Contractor or any Group Physician the agent,
employee or servant of County. Contractor and each Group Physician 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.
3.8 Hospital Services. Hospital shall retain professional and administrative
responsibility for the operation of the Hospital and/or Clinic, 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 and each Group Physician is and shall at all times be an
independent contractor with respect to Hospital in the performance of Contractor's and Group
Physician'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 or Hospital and any Group Physician. No Group Physician
shall 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 or
any Group Physician 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 with any Group
Physician.
12
LA\2327 1 51.6
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NMC)-U07
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COMPLETED BOARD ORDER"�|E\�4�4.2 Limitation on Control. Hospital shall neither have nor exercise any control or
direction over Contractor's or any Group Physician's professional medical judgment or the
methods by which Contractor or any Group Physician performs professional medical services;
provided, however, that Contractor and Group Physicians 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.
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 and the Group Physicians shall be entitled to refer patients
to any hospital or other health care facility or provider deemed by Contractor or the Group
Physicians best qualified to deliver medical services to any particular patient. Nothing in this
Agreement or in any other written or oral agreement between Hospital and Contractor or
Hospital and the Group Physicians, 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 and Group Physicians' 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, Group Physician 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
13
LA\2327151.6
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FO107838-U03
MG107839-U03
AS107865-U03
AS107866-U03
AI109019-U03
DO109576-U03
C15-U03
COMPLETED-U03
BOARD-U03
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2/10/2012-U04
HANCOCKD-U04
17691-U05
1-U06
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TO-U012
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CONSULTING-U012
SERVICES-U012
AT-U012
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EXCEED-U012
$300,000-U012
THE-U012
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FEBRUARY-U012
1,-U012
2012-U012
TO-U012
JANUARY-U012
31,-U012
2013.-U012
COMPLETED BOARD ORDER"�|E\�4�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
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 and/or Clinic.
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 or any Group Physician 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.
14
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COMPLETED BOARD ORDER"�|E\�4�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.
ARTICLE V.
TERM AND TERMINATION
5.1 Term. This Agreement shall become effective on February 1, 2012 the
Effective Date"), and shall continue until January 31, 2013 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 or any Group Physician where the
breach is not cured within thirty 30) calendar days after Hospital gives written notice of the
breach to Contractor;
b) neglect of professional duty by Contractor in a manner that poses an
imminent danger to the health or safety of any individual, or violates Hospital's policies, rules or
regulations;
c) there is a substantial change" in Contractor which has not received prior
written approval or subsequent ratification by Hospital. The retirement, withdrawal, termination,
or suspension of one 1) or more Group Physicians of Contractor at any time during the term of
this Agreement shall be considered to be a substantial change" in Contractor only if there is a
reduction in hours equivalent to in excess of one full-time Group Physician. Notwithstanding
anything in the foregoing to the contrary, the retirement, withdrawal, termination, or suspension
of any single Group Physician of Contractor shall not constitute a substantial change" in
Contractor as that term is used herein;
d) breach by Contractor or any Group Physician of any HIPAA Obligation
as defined in Exhibit 6.3);
e) Contractor makes an assignment for the benefit of creditors, admits in
writing the inability to pay its debts as they mature, applies to any court for the appointment of a
trustee or receiver over its 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;
f) 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
15
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COMPLETED BOARD ORDER"�|E\�4�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;
g) Contractor is rendered unable to comply with the terms of this Agreement
for any reason; or
h) 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;
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 or any Group Physician 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 or any Group Physician
referred patients to Hospital or any Affiliate of Hospital;
16
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COMPLETED BOARD ORDER"�|E\�4�v) prohibit Hospital or any Affiliate of Hospital from billing for
services provided to patients referred to by Contractor or any
Group Physician;
vi) subject Hospital or Contractor, any Group Physician, 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 and Group Physicians' 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) Neither Contractor nor any Group Physician shall 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.
c) Group Physicians 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 or any
Group Physician's possession or under Contractor's or any Group Physician's control.
17
LA\2327151.6
BIB]
40949-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO107762-U03
FO107838-U03
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AS107865-U03
AS107866-U03
AI109019-U03
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C15-U03
COMPLETED-U03
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2/10/2012-U04
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17691-U05
1-U06
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MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
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EXECUTE-U07
THE-U07
PROFESSIONAL-U07
SERVICES-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
1/30/2012-U011
AGREEMENT-U012
MONTEREY-U012
BAY-U012
ONCOLOGY-U012
ASSOCIATES-U012
TO-U012
PROVIDE-U012
HEMATOLOGY-U012
ONCOLOGY-U012
BUSINESS-U012
CONSULTING-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$300,000-U012
THE-U012
PERIOD-U012
FEBRUARY-U012
1,-U012
2012-U012
TO-U012
JANUARY-U012
31,-U012
2013.-U012
COMPLETED BOARD ORDER"�|E\�4�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. This Agreement is entered into by Hospital in reliance on the
professional and administrative skills of Contractor. Contractor shall be solely responsible for
providing the Services and otherwise fulfilling the terms of this Agreement, except as
specifically set forth in this Agreement. 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 Compliance with HIPAA. Contractor and Group Physicians 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 6.3. The HIPAA Obligations shall survive the expiration or termination of this
Agreement for any reason.
6.4 Compliance with Laws and Accreditation. Contractor and Group Physicians
shall comply with all applicable laws, ordinances, codes and regulations of federal, state and
local governments collectively, Laws") applicable to Contractor and Group Physicians, the
provision of the Services, or the obligations of Contractor and Group Physicians under this
Agreement, including without limitation laws that require Contractor or any Group Physician to
disclose any economic interest or relationship with Hospital, the Emergency Medical Treatment
and Active Labor Act and the rules and regulations thereunder EMTALA"), and California
Health and Safety Code Section 1317 and the rules and regulations thereunder Health and
Safety Code 1317"). Contractor shall perform and handle all patient transfers and reports in
accordance with applicable laws, including EMTALA, and Health and Safety Code 13 17.
Contractor and Group Physicians shall take actions necessary to ensure that the Hospital and/or
Clinic 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.
6.5 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
18
LA\2327151.6
BIB]
40949-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO107762-U03
FO107838-U03
MG107839-U03
AS107865-U03
AS107866-U03
AI109019-U03
DO109576-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
2/10/2012-U04
HANCOCKD-U04
17691-U05
1-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
THE-U07
PROFESSIONAL-U07
SERVICES-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
1/30/2012-U011
AGREEMENT-U012
MONTEREY-U012
BAY-U012
ONCOLOGY-U012
ASSOCIATES-U012
TO-U012
PROVIDE-U012
HEMATOLOGY-U012
ONCOLOGY-U012
BUSINESS-U012
CONSULTING-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$300,000-U012
THE-U012
PERIOD-U012
FEBRUARY-U012
1,-U012
2012-U012
TO-U012
JANUARY-U012
31,-U012
2013.-U012
COMPLETED BOARD ORDER"�|E\�4�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.
If Contractor carries out any of the duties of the contract through a subcontract, with a
value or cost of Ten Thousand Dollars $10,000) or more over a twelve 12) month period, with
a related organization, such subcontract shall contain a clause to the effect that until the
expiration of ten 10) years after the furnishing of such Services pursuant to such subcontract, the
related organization shall make available, upon written request by the Secretary, or upon request
by the Comptroller General, or any of their duly authorized representatives, the subcontract and
books, documents and records of such organization that are necessary to verify the nature and
extent of such costs.
6.6 Confidential Information.
a) During the term of this Agreement, Contractor and Group Physicians 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 Group Physicians, or to which Contractor or Group Physicians may gain
access in the performance of the Services under this Agreement, or which Contractor or any
Group Physician 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.
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. Neither Contractor nor any Group Physician shall 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
and Group Physicians shall protect the Confidential Information from unauthorized use, access,
or disclosure in the same manner as Contractor and any Group Physician protects his, her, or its
19
LA\2327151.6
BIB]
40949-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO107762-U03
FO107838-U03
MG107839-U03
AS107865-U03
AS107866-U03
AI109019-U03
DO109576-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
2/10/2012-U04
HANCOCKD-U04
17691-U05
1-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
THE-U07
PROFESSIONAL-U07
SERVICES-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
1/30/2012-U011
AGREEMENT-U012
MONTEREY-U012
BAY-U012
ONCOLOGY-U012
ASSOCIATES-U012
TO-U012
PROVIDE-U012
HEMATOLOGY-U012
ONCOLOGY-U012
BUSINESS-U012
CONSULTING-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$300,000-U012
THE-U012
PERIOD-U012
FEBRUARY-U012
1,-U012
2012-U012
TO-U012
JANUARY-U012
31,-U012
2013.-U012
COMPLETED BOARD ORDER"�|E\�4�own confidential or proprietary information of a similar nature and with no less than reasonable
care. All documents that Contractor and Group Physicians prepare, 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 and Group Physicians shall return to Hospital all Confidential
Information and all copies thereof in Contractor's and Group Physicians' 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. Neither
Contractor nor any Group Physician shall 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.
6.7 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.
6.8 Disclosure of Interests. Contractor or any Group Physician 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 or any Group Physician'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 or any Group Physician under any governmental program or create an assumption of
such disclosure obligations by Hospital. Contractor and Group Physicians shall have the sole
responsibility to fulfill any such federal and/or state reporting requirements or obligations.
6.9 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,
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.
20
LA\232715 L6
BIB]
40949-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO107762-U03
FO107838-U03
MG107839-U03
AS107865-U03
AS107866-U03
AI109019-U03
DO109576-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
2/10/2012-U04
HANCOCKD-U04
17691-U05
1-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
THE-U07
PROFESSIONAL-U07
SERVICES-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
1/30/2012-U011
AGREEMENT-U012
MONTEREY-U012
BAY-U012
ONCOLOGY-U012
ASSOCIATES-U012
TO-U012
PROVIDE-U012
HEMATOLOGY-U012
ONCOLOGY-U012
BUSINESS-U012
CONSULTING-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$300,000-U012
THE-U012
PERIOD-U012
FEBRUARY-U012
1,-U012
2012-U012
TO-U012
JANUARY-U012
31,-U012
2013.-U012
COMPLETED BOARD ORDER"�|E\�4�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.
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
21
LA\23271 1.6
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40949-U01
COMPLETED-U02
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FO107838-U03
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AS107865-U03
AS107866-U03
AI109019-U03
DO109576-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
2/10/2012-U04
HANCOCKD-U04
17691-U05
1-U06
AUTHORIZE-U07
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MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
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THE-U07
PROFESSIONAL-U07
SERVICES-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
1/30/2012-U011
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MONTEREY-U012
BAY-U012
ONCOLOGY-U012
ASSOCIATES-U012
TO-U012
PROVIDE-U012
HEMATOLOGY-U012
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BUSINESS-U012
CONSULTING-U012
SERVICES-U012
AT-U012
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EXCEED-U012
$300,000-U012
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1,-U012
2012-U012
TO-U012
JANUARY-U012
31,-U012
2013.-U012
COMPLETED BOARD ORDER"�|E\�4�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 6.9(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.
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
22
LA\2327151.6
BIB]
40949-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO107762-U03
FO107838-U03
MG107839-U03
AS107865-U03
AS107866-U03
AI109019-U03
DO109576-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
2/10/2012-U04
HANCOCKD-U04
17691-U05
1-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
THE-U07
PROFESSIONAL-U07
SERVICES-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
1/30/2012-U011
AGREEMENT-U012
MONTEREY-U012
BAY-U012
ONCOLOGY-U012
ASSOCIATES-U012
TO-U012
PROVIDE-U012
HEMATOLOGY-U012
ONCOLOGY-U012
BUSINESS-U012
CONSULTING-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$300,000-U012
THE-U012
PERIOD-U012
FEBRUARY-U012
1,-U012
2012-U012
TO-U012
JANUARY-U012
31,-U012
2013.-U012
COMPLETED BOARD ORDER"�|E\�4�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
6.10 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.
6.11 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.
6.12 Force Maieure. 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.
6.13 Governing Law. This Agreement shall be construed in accordance with and
governed by the laws of the State.
6.14 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.
6.15 Litigation Consultation. Contractor shall ensure that no Group Physician
accepts 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
23
LA\2327151.6
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FO107838-U03
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AS107865-U03
AS107866-U03
AI109019-U03
DO109576-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
2/10/2012-U04
HANCOCKD-U04
17691-U05
1-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
THE-U07
PROFESSIONAL-U07
SERVICES-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
1/30/2012-U011
AGREEMENT-U012
MONTEREY-U012
BAY-U012
ONCOLOGY-U012
ASSOCIATES-U012
TO-U012
PROVIDE-U012
HEMATOLOGY-U012
ONCOLOGY-U012
BUSINESS-U012
CONSULTING-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$300,000-U012
THE-U012
PERIOD-U012
FEBRUARY-U012
1,-U012
2012-U012
TO-U012
JANUARY-U012
31,-U012
2013.-U012
COMPLETED BOARD ORDER"�|E\�4�shall ensure that no Group Physician accepts 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 a Group Physician served as a
treating physician.
6.16 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.
6.17 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.
6.18 New Group Physicians. Each new Group Physician shall agree in writing to be
bound by the terms of and conditions of this Agreement.
6.19 No Conflicting Obligations. Contractor represents and warrants that the
execution and delivery of this Agreement and the performance of its 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.
24
LA\2327151.6
BIB]
40949-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO107762-U03
FO107838-U03
MG107839-U03
AS107865-U03
AS107866-U03
AI109019-U03
DO109576-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
2/10/2012-U04
HANCOCKD-U04
17691-U05
1-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
THE-U07
PROFESSIONAL-U07
SERVICES-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
1/30/2012-U011
AGREEMENT-U012
MONTEREY-U012
BAY-U012
ONCOLOGY-U012
ASSOCIATES-U012
TO-U012
PROVIDE-U012
HEMATOLOGY-U012
ONCOLOGY-U012
BUSINESS-U012
CONSULTING-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$300,000-U012
THE-U012
PERIOD-U012
FEBRUARY-U012
1,-U012
2012-U012
TO-U012
JANUARY-U012
31,-U012
2013.-U012
COMPLETED BOARD ORDER"�|E\�4�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:
If to Hospital, addressed to:
NATIVIDAD MEDICAL CENTER
1441 Constitution Blvd., Bldg. 300
Salinas, California 93906
Attention:
If to Contractor, addressed to:
MONTEREY BAY ONCOLOGY, A MEDICAL
CORPORATION
5 Harris Court #T2
Monterey, CA 93940
6.22 Participation in Federal Health Care Programs. Contractor hereby represents
that neither it nor any Group Physician is debarred, suspended, excluded or otherwise ineligible
to participate in any Federal 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.
25
LA\2327151.6
BIB]
40949-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO107762-U03
FO107838-U03
MG107839-U03
AS107865-U03
AS107866-U03
AI109019-U03
DO109576-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
2/10/2012-U04
HANCOCKD-U04
17691-U05
1-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
THE-U07
PROFESSIONAL-U07
SERVICES-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
1/30/2012-U011
AGREEMENT-U012
MONTEREY-U012
BAY-U012
ONCOLOGY-U012
ASSOCIATES-U012
TO-U012
PROVIDE-U012
HEMATOLOGY-U012
ONCOLOGY-U012
BUSINESS-U012
CONSULTING-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$300,000-U012
THE-U012
PERIOD-U012
FEBRUARY-U012
1,-U012
2012-U012
TO-U012
JANUARY-U012
31,-U012
2013.-U012
COMPLETED BOARD ORDER"�|E\� 4�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 follows]
26
LA\2327151.6
BIB]
40949-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO107762-U03
FO107838-U03
MG107839-U03
AS107865-U03
AS107866-U03
AI109019-U03
DO109576-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
2/10/2012-U04
HANCOCKD-U04
17691-U05
1-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
THE-U07
PROFESSIONAL-U07
SERVICES-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
1/30/2012-U011
AGREEMENT-U012
MONTEREY-U012
BAY-U012
ONCOLOGY-U012
ASSOCIATES-U012
TO-U012
PROVIDE-U012
HEMATOLOGY-U012
ONCOLOGY-U012
BUSINESS-U012
CONSULTING-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$300,000-U012
THE-U012
PERIOD-U012
FEBRUARY-U012
1,-U012
2012-U012
TO-U012
JANUARY-U012
31,-U012
2013.-U012
COMPLETED BOARD ORDER"�|E\� 4�The Parties have executed this Agreement on the date first above written, and signify
their agreement with duly authorized signatures.
CONTRACTOR
MONTEREY BAY ONCOLOGY, A Date: ck,WL~V-O I
MEDICAL CORPORATION, a California
professional corporation
I,. cl i *j W' u'yU2J&, A
By akVVI
Its i S ViU ORES i O&1J't
Tax I. D. No. C1 t 3 rr~-Tt.
COUNTY OF MONTEREY
Purchase Order Number
By: Date: 120
Contracts /Purchasing Manager
By: V_~ Date: I 20
Natividad Medical Center Representative
APPROVED AS TO LEGAL FORM:
CHARLES J. McKEE, County Counsel
Stacy Saetta, DelMlty County Counsel
Date: JA/ I,20(~-?
Auditor- ontroller i
County o Monterey
27
LA\2327151.6
BIB]
40949-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO107762-U03
FO107838-U03
MG107839-U03
AS107865-U03
AS107866-U03
AI109019-U03
DO109576-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
2/10/2012-U04
HANCOCKD-U04
17691-U05
1-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
THE-U07
PROFESSIONAL-U07
SERVICES-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
1/30/2012-U011
AGREEMENT-U012
MONTEREY-U012
BAY-U012
ONCOLOGY-U012
ASSOCIATES-U012
TO-U012
PROVIDE-U012
HEMATOLOGY-U012
ONCOLOGY-U012
BUSINESS-U012
CONSULTING-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$300,000-U012
THE-U012
PERIOD-U012
FEBRUARY-U012
1,-U012
2012-U012
TO-U012
JANUARY-U012
31,-U012
2013.-U012
COMPLETED BOARD ORDER"�|E\� 4�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\2327151.6
BIB]
40949-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO107762-U03
FO107838-U03
MG107839-U03
AS107865-U03
AS107866-U03
AI109019-U03
DO109576-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
2/10/2012-U04
HANCOCKD-U04
17691-U05
1-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
THE-U07
PROFESSIONAL-U07
SERVICES-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
1/30/2012-U011
AGREEMENT-U012
MONTEREY-U012
BAY-U012
ONCOLOGY-U012
ASSOCIATES-U012
TO-U012
PROVIDE-U012
HEMATOLOGY-U012
ONCOLOGY-U012
BUSINESS-U012
CONSULTING-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$300,000-U012
THE-U012
PERIOD-U012
FEBRUARY-U012
1,-U012
2012-U012
TO-U012
JANUARY-U012
31,-U012
2013.-U012
COMPLETED BOARD ORDER"�|E\� 4�Exhibit 1.3
DIRECTOR SERVICES
Practitioner shall:
1. provide general administration of the day-to-day operations of the Department;
2. advise and assist in the development of protocols and policies for the Department;
3. ensure physician coverage of the Department;
4. schedule, coordinate and supervise the provision of medical and ancillary services
within the Department;
5. ensure the maintenance of consistently high quality service, and advise Hospital
in the development and implementation of an appropriate quality assurance program with respect
to the Department;
6. coordinate and consult with Hospital and medical staff regarding the efficiency
and effectiveness of the department, and make recommendations and analyses as needed for
Hospital to improve services provided in the Department and reduce costs;
7. develop, review, and provide training programs for Medical Staff and Hospital
personnel;
8. prepare such reports and records as may be required by this Agreement, Hospital
or the Medical Staff;
9. participate in Hospital and Medical Staff committees upon request by Hospital;
10. participate in continuing medical education, research and teaching activities upon
request by Hospital;
11. participate in utilization review programs, as reasonably requested by Hospital;
12. participate in risk management and quality assurance programs, as reasonably
requested by Hospital; and
13. assist Hospital management with preparation for, and conduct of, any inspections
and on-site surveys of Hospital or the Department conducted by governmental agencies,
accrediting organizations, or payors contracting with Hospital.
Exhibit 1.3-1
LA\2327151.6
BIB]
40949-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO107762-U03
FO107838-U03
MG107839-U03
AS107865-U03
AS107866-U03
AI109019-U03
DO109576-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
2/10/2012-U04
HANCOCKD-U04
17691-U05
1-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
THE-U07
PROFESSIONAL-U07
SERVICES-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
1/30/2012-U011
AGREEMENT-U012
MONTEREY-U012
BAY-U012
ONCOLOGY-U012
ASSOCIATES-U012
TO-U012
PROVIDE-U012
HEMATOLOGY-U012
ONCOLOGY-U012
BUSINESS-U012
CONSULTING-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$300,000-U012
THE-U012
PERIOD-U012
FEBRUARY-U012
1,-U012
2012-U012
TO-U012
JANUARY-U012
31,-U012
2013.-U012
COMPLETED BOARD ORDER"�|E\� 4�Exhibit 1.4
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 or Clinic 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 1.4-1
LA\2327151.6
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40949-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO107762-U03
FO107838-U03
MG107839-U03
AS107865-U03
AS107866-U03
AI109019-U03
DO109576-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
2/10/2012-U04
HANCOCKD-U04
17691-U05
1-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
THE-U07
PROFESSIONAL-U07
SERVICES-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
1/30/2012-U011
AGREEMENT-U012
MONTEREY-U012
BAY-U012
ONCOLOGY-U012
ASSOCIATES-U012
TO-U012
PROVIDE-U012
HEMATOLOGY-U012
ONCOLOGY-U012
BUSINESS-U012
CONSULTING-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$300,000-U012
THE-U012
PERIOD-U012
FEBRUARY-U012
1,-U012
2012-U012
TO-U012
JANUARY-U012
31,-U012
2013.-U012
COMPLETED BOARD ORDER"�|E\�!4�Exhibit 1.7
CONTRACTOR'S MONTHLY TIME REPORT
See attached.)
Exhibit 1.7-1
LA\2327151.6
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COMPLETED-U02
BOARD-U02
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LI21329-U03
FO96183-U03
FO107762-U03
FO107838-U03
MG107839-U03
AS107865-U03
AS107866-U03
AI109019-U03
DO109576-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
2/10/2012-U04
HANCOCKD-U04
17691-U05
1-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
THE-U07
PROFESSIONAL-U07
SERVICES-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
1/30/2012-U011
AGREEMENT-U012
MONTEREY-U012
BAY-U012
ONCOLOGY-U012
ASSOCIATES-U012
TO-U012
PROVIDE-U012
HEMATOLOGY-U012
ONCOLOGY-U012
BUSINESS-U012
CONSULTING-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$300,000-U012
THE-U012
PERIOD-U012
FEBRUARY-U012
1,-U012
2012-U012
TO-U012
JANUARY-U012
31,-U012
2013.-U012
COMPLETED BOARD ORDER"�|E\�"4�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.
1%W MEDICAICENTER
ff Direct Hospital Administrat ions and Teaching Services Other Admin Non-billab le Activities Total
00001 00002 00003 00004 00005 00006 00007 00008 00009 00010 00011 00012
Name:
E
l Direct Patient Utilization Teaching Non-Productive Hrs
mp
oyee Care Services Supervi- Review Qualit Su
er- Teach- & Su
er- C
f
Dept Name:
Sched.
In
sion &
and Other y
Control, p
vision of
ing of p
vision of
Other on
er-
ences
Paid Time Other
Non-
Cost Center: IP/ OP House Training of Comm- Medical Interns Interns Allied HIth Administ- and Off Sick/ Billable
Period Ending: Care On-Call Off-Site Nurses & ittee Review, and Res- & Res- Profess- ative CME Training Vacation) Holiday Re- Activities TOTAL
PR) PR) Call PR) Techs, etc. Meetings Autopsy idents dents ionals specify) PR) PR) PR)
PR) search
specify)
HOURS
I Date: A Hospital & NMC Clinic Time
B. Non-Hosp & Non-NMC Clinic Time
2 Date: A Hospital & NMC Clinic Time
B. Non-Hosp & Non-NMC Clinic Time
3 Date: A Hospital & NMC Clinic Time
B. Non-Hosp & Non-NMC Clinic Time
4 Date: A Hospital & NMC Clinic Time
B.
B. Non-Hosp & Non-NMC Clinic Time
5 Date: A Hospital & NMC Clinic Time
B. Non-Hosp & Non-NMC Clinic Time
6 Date: A Hospital & NMC Clinic Time
B. Non-Hosp & Non-NMC Clinic Time
7 Date: A Hospital & NMC Clinic Time
B. Non-Hosp & Non-NMC Clinic Time
8 Date: A Hospital & NMC Clinic Time
B. Non-Hosp & Non-NMC Clinic Time
9 Date: A Hospital & NMC Clinic Time
B. Non-Hosp & Non-NMC Clinic Time
10 Date: A Hospital & NMC Clinic Time
B. Non-Hosp & Non-NMC Clinic Time
11 Date: A Hospital & NMC Clinic Time
B. Non-Hosp & Non-NMC Clinic Time
12 Date: A Hospital & NMC Clinic Time
B. Non-Hosp & Non-NMC Clinic Time
13 Date: A Hospital & NMC Clinic Time
B.
Non-Hosp & Non-NMC Clinic Time
14 Date:
A Hospital & NMC Clinic Time
B. Non-Hosp & Non-NMC Clinic Time
SIGN IN BLUE INK SIGN IN BLUE IN K
I certify that the above information is a true and accurate statement of the hours and locations indicated.
Provider:
Telephone Number: 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:
Telephone Number: Date:
REV. 4/20/2011
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40949-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO107762-U03
FO107838-U03
MG107839-U03
AS107865-U03
AS107866-U03
AI109019-U03
DO109576-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
2/10/2012-U04
HANCOCKD-U04
17691-U05
1-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
THE-U07
PROFESSIONAL-U07
SERVICES-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
1/30/2012-U011
AGREEMENT-U012
MONTEREY-U012
BAY-U012
ONCOLOGY-U012
ASSOCIATES-U012
TO-U012
PROVIDE-U012
HEMATOLOGY-U012
ONCOLOGY-U012
BUSINESS-U012
CONSULTING-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$300,000-U012
THE-U012
PERIOD-U012
FEBRUARY-U012
1,-U012
2012-U012
TO-U012
JANUARY-U012
31,-U012
2013.-U012
COMPLETED BOARD ORDER"�|E\�#4�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 clinics Hospital, NMG, NIDO & Specialty 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. 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 I 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 I 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. Attendance at lectures or similar educational forums, including continuing medical education classes and workshops to maintain active licensure status if done during
compensation time. Identify CME vs. Conference and Training time.
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.
Off-Site Call: Any time when physician is being reimbursed for call time but is not present at hospital.
REV. 4/20/2011
BIB]
40949-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO107762-U03
FO107838-U03
MG107839-U03
AS107865-U03
AS107866-U03
AI109019-U03
DO109576-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
2/10/2012-U04
HANCOCKD-U04
17691-U05
1-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
THE-U07
PROFESSIONAL-U07
SERVICES-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
1/30/2012-U011
AGREEMENT-U012
MONTEREY-U012
BAY-U012
ONCOLOGY-U012
ASSOCIATES-U012
TO-U012
PROVIDE-U012
HEMATOLOGY-U012
ONCOLOGY-U012
BUSINESS-U012
CONSULTING-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$300,000-U012
THE-U012
PERIOD-U012
FEBRUARY-U012
1,-U012
2012-U012
TO-U012
JANUARY-U012
31,-U012
2013.-U012
COMPLETED BOARD ORDER"�|E\�$4�Exhibit 1.12
A, *4 Natividad MEDICAL CENTER
MEDICAL STAFF POLICY
Title: Practitioner Code of Conduct Effective: 05/09
Reviewed/Revised: 08/11
Standard: MSP004-2 Approved: MEC 08/11
BOT 09/11
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.
Exhibit 1.12-1
LA\23271 i 1.6
BIB]
40949-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO107762-U03
FO107838-U03
MG107839-U03
AS107865-U03
AS107866-U03
AI109019-U03
DO109576-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
2/10/2012-U04
HANCOCKD-U04
17691-U05
1-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
THE-U07
PROFESSIONAL-U07
SERVICES-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
1/30/2012-U011
AGREEMENT-U012
MONTEREY-U012
BAY-U012
ONCOLOGY-U012
ASSOCIATES-U012
TO-U012
PROVIDE-U012
HEMATOLOGY-U012
ONCOLOGY-U012
BUSINESS-U012
CONSULTING-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$300,000-U012
THE-U012
PERIOD-U012
FEBRUARY-U012
1,-U012
2012-U012
TO-U012
JANUARY-U012
31,-U012
2013.-U012
COMPLETED BOARD ORDER"�|E\�%4�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,
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.
8. Conduct one's practice at NMC in a manner that will facilitate timely commencement of
medical/surgical procedures at NMC, including but not limited to, timely arrival at the
hospital, pre-ordering all needed special equipment and/or supplies, and timely
notification of required staff.
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.
Exhibit 1.12-2
LA\2327151.6
BIB]
40949-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO107762-U03
FO107838-U03
MG107839-U03
AS107865-U03
AS107866-U03
AI109019-U03
DO109576-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
2/10/2012-U04
HANCOCKD-U04
17691-U05
1-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
THE-U07
PROFESSIONAL-U07
SERVICES-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
1/30/2012-U011
AGREEMENT-U012
MONTEREY-U012
BAY-U012
ONCOLOGY-U012
ASSOCIATES-U012
TO-U012
PROVIDE-U012
HEMATOLOGY-U012
ONCOLOGY-U012
BUSINESS-U012
CONSULTING-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$300,000-U012
THE-U012
PERIOD-U012
FEBRUARY-U012
1,-U012
2012-U012
TO-U012
JANUARY-U012
31,-U012
2013.-U012
COMPLETED BOARD ORDER"�|E\�&4�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.
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
a. 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.
b. 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, from the viewpoint of
the recipient, including touching, obscene or intimidating gestures, or throwing of
objects;
Exhibit 1.12-3
LA\2327151.6
BIB]
40949-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO107762-U03
FO107838-U03
MG107839-U03
AS107865-U03
AS107866-U03
AI109019-U03
DO109576-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
2/10/2012-U04
HANCOCKD-U04
17691-U05
1-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
THE-U07
PROFESSIONAL-U07
SERVICES-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
1/30/2012-U011
AGREEMENT-U012
MONTEREY-U012
BAY-U012
ONCOLOGY-U012
ASSOCIATES-U012
TO-U012
PROVIDE-U012
HEMATOLOGY-U012
ONCOLOGY-U012
BUSINESS-U012
CONSULTING-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$300,000-U012
THE-U012
PERIOD-U012
FEBRUARY-U012
1,-U012
2012-U012
TO-U012
JANUARY-U012
31,-U012
2013.-U012
COMPLETED BOARD ORDER"�|E\�'4�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.
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.
Printed name: C IY\aV1 i- L jh 1)16rt. do
Signature.! Date: 1 1
Exhibit 1.12-4
LA\2327151.6
BIB]
40949-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO107762-U03
FO107838-U03
MG107839-U03
AS107865-U03
AS107866-U03
AI109019-U03
DO109576-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
2/10/2012-U04
HANCOCKD-U04
17691-U05
1-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
THE-U07
PROFESSIONAL-U07
SERVICES-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
1/30/2012-U011
AGREEMENT-U012
MONTEREY-U012
BAY-U012
ONCOLOGY-U012
ASSOCIATES-U012
TO-U012
PROVIDE-U012
HEMATOLOGY-U012
ONCOLOGY-U012
BUSINESS-U012
CONSULTING-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$300,000-U012
THE-U012
PERIOD-U012
FEBRUARY-U012
1,-U012
2012-U012
TO-U012
JANUARY-U012
31,-U012
2013.-U012
COMPLETED BOARD ORDER"�|E\�(4�Exhibit 1.24(a)
GROUP PHYSICIANS/GROUP PROVIDERS
List Approved Group Physicians Below]
Group Physician NPI Number
L.cwro Stai'Yti eX61, s 159~01658IO
e d r i Z, rvko 9 S-73,~2, LIf 0
C'1C Vay-MO, O 17 0 g 7 7
4-lyta ii La LAhccr
j j
Exhibit 1.24(a)-1
1,A\2327151.6
BIB]
40949-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO107762-U03
FO107838-U03
MG107839-U03
AS107865-U03
AS107866-U03
AI109019-U03
DO109576-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
2/10/2012-U04
HANCOCKD-U04
17691-U05
1-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
THE-U07
PROFESSIONAL-U07
SERVICES-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
1/30/2012-U011
AGREEMENT-U012
MONTEREY-U012
BAY-U012
ONCOLOGY-U012
ASSOCIATES-U012
TO-U012
PROVIDE-U012
HEMATOLOGY-U012
ONCOLOGY-U012
BUSINESS-U012
CONSULTING-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$300,000-U012
THE-U012
PERIOD-U012
FEBRUARY-U012
1,-U012
2012-U012
TO-U012
JANUARY-U012
31,-U012
2013.-U012
COMPLETED BOARD ORDER"�|E\�)4�Exhibit 1.24(f)
LETTER OF ACKNOWLEDGEMENT
Gary Gray, DO, CMO
NATIVIDAD MEDICAL CENTER
1441 Constitution Blvd., Bldg. 300
Salinas, California 93906
Ladies and Gentlemen:
I acknowledge that NATIVIDAD MEDICAL CENTER Hospital") and MONTEREY
BAY ONCOLOGY, A MEDICAL CORPORATION Contractor") have entered into a
Professional Services Agreement Agreement") under which Contractor shall perform specified
Services as defined in the Agreement), and that I have been engaged by Contractor to provide
Professional Services as a Group Physician" as defined in the Agreement). In consideration
of Hospital's approval of me as a Group Physician eligible to furnish the Services, I expressly:
I Acknowledge that I have read the Agreement, and agree to abide by and comply
with all of the requirements of the Agreement applicable to Group Physicians;
2. Acknowledge that I have read the Code, and agree to abide by and comply with
the Code as they relate to my business relationship with Hospital or any Affiliates, subsidiaries,
employees, agents, servants, officers, directors, contractors and suppliers of every kind;
3. Acknowledge that I have no employment, independent contractor or other
contractual relationship with Hospital, that my right to practice at Hospital as a Group Physician
is derived solely through my employment or contractual relationship with Contractor;
4. Acknowledge that, with regard to all of the foregoing, I will not be entitled to any
fair hearing" or any other hearing or appellate review under any provision of the Medical Staff
Bylaws, unless Hospital determines that my removal, or the termination of my right to provide
Professional Services, as applicable, is reportable to any state's medical board or other agency
responsible for professional licensing, standards or behavior, and hereby waive any right to
demand or otherwise initiate any such hearing or appellate review under any provision of the
Medical Staff Bylaws.
Sincerely,
%:~ Ina f) 4 3 ltu}1
Print Physician Name
Exhibit 1.24(f)-I
LA\232715 L6
BIB]
40949-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO107762-U03
FO107838-U03
MG107839-U03
AS107865-U03
AS107866-U03
AI109019-U03
DO109576-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
2/10/2012-U04
HANCOCKD-U04
17691-U05
1-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
THE-U07
PROFESSIONAL-U07
SERVICES-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
1/30/2012-U011
AGREEMENT-U012
MONTEREY-U012
BAY-U012
ONCOLOGY-U012
ASSOCIATES-U012
TO-U012
PROVIDE-U012
HEMATOLOGY-U012
ONCOLOGY-U012
BUSINESS-U012
CONSULTING-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$300,000-U012
THE-U012
PERIOD-U012
FEBRUARY-U012
1,-U012
2012-U012
TO-U012
JANUARY-U012
31,-U012
2013.-U012
COMPLETED BOARD ORDER"�|E\�*4�Exhibit 2.1
COMPENSATION
1. Coverage Stipend. Hospital shall pay to Contractor an amount equal to Three
Hundred Fifty Dollars $350) per diem for Coverage Services provided pursuant to this
Agreement the Stipend Compensation").
2. Clinic Services. Hospital shall pay to Contractor the amount of one thousand
dollars $1,000) per Half Day Clinic for those Professional Services provided by Contractor to
Clinic Patients Clinic Services") under this Agreement the Clinic Compensation");
provided, however, that Contractor is in compliance with the terms and conditions of this
Agreement. For purposes of this Agreement, a Half-Day Clinic" shall mean a minimum of
four 4) hours per day in the Clinic providing Clinic Services.
3. Incentive Compensation for Clinic Services. In addition to the Clinic
Compensation, Contractor shall be eligible for an incentive bonus of up to Ten Thousand Dollars
$10,000) per Contract Year the Incentive Compensation"). Such Incentive Compensation
shall be based on the aggregate patient satisfaction performance of Clinic Services performed by
Contractor during any Contract Year. Hospital shall pay Contractor the Incentive Compensation
on a semiannual basis, commencing on the date that is six 6) months from the Effective 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):
6 Months Goal 12 months Goal
Patient Satisfaction Target Performance Target Incentive Maximum Maximum
Amount Performance Incentive
Amount
Doctor checked to
be sure patient 60% Usually/Always $2,500 60% Usually/Always $5,000
understood
everything.
Doctor encouraged
patient to ask 70% Usually/Always $5,000 70% Usually/Always $10,000
questions.
Doctor talked about
specific things
patient could do to
manage his/her
condition.
Doctor was as
thorough as patient
thought he/she
needed.
Exhibit 2.1-1
LA\2327151.6
BIB]
40949-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO107762-U03
FO107838-U03
MG107839-U03
AS107865-U03
AS107866-U03
AI109019-U03
DO109576-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
2/10/2012-U04
HANCOCKD-U04
17691-U05
1-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
THE-U07
PROFESSIONAL-U07
SERVICES-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
1/30/2012-U011
AGREEMENT-U012
MONTEREY-U012
BAY-U012
ONCOLOGY-U012
ASSOCIATES-U012
TO-U012
PROVIDE-U012
HEMATOLOGY-U012
ONCOLOGY-U012
BUSINESS-U012
CONSULTING-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$300,000-U012
THE-U012
PERIOD-U012
FEBRUARY-U012
1,-U012
2012-U012
TO-U012
JANUARY-U012
31,-U012
2013.-U012
COMPLETED BOARD ORDER"�|E\�+4�For purposes of this Agreement, Contract Year" shall mean each consecutive twelve 12)
month period beginning on the Effective Date during the term of this Agreement.
4. Non-Clinic Services.
a) Hospital shall pay to Contractor for Professional Services provided by
Contractor to Non-Clinic Patients Non-Clinic Services") an amount equal to ninety-five
percent 95%) of the actual reimbursement received by Hospital for such services the Non-
Clinic Compensation"). Hospital shall calculate the Non-Clinic Compensation on a monthly
basis and be subject to bi-annual reconciliation in accordance with this Section 3.
b) Monthly Advances. Hospital shall advance to Contractor, each month
during the term of this Agreement, an amount equal the estimated amount of the Non-Clinic
Compensation payable to Contractor, as determined in good faith by the Hospital the
Advance(s)").
c) Monthly Reconciliation. Within thirty 30) days after the end of each
month during the term of the Agreement each, a Compensation Period"), Hospital shall
compare the aggregate Advances during such Compensation Period to the aggregate Non-Clinic
Compensation for such Compensation Period. In the event the aggregate Advances during such
Compensation Period exceed the aggregate Non-Clinic Compensation for such Compensation
Period, Hospital shall withhold from each of the next Advance(s) otherwise payable to
Contractor an amount equal to the difference between the aggregate Advances during such
Compensation Period and the aggregate Non-Clinic Compensation for such Compensation
Period. In the event the aggregate Non-Clinic Compensation during any such Compensation
Period exceeds the aggregate Advances during such Compensation Period, Hospital shall pay to
Contractor, in addition to the next Advance payable to Contractor, an amount equal to the
difference between the aggregate Non-Clinic Compensation for such Compensation Period and
the aggregate Advances during such Compensation Period. Hospital shall conduct the first
reconciliation pursuant to this Section 3(c) ninety 90) days after the Effective Date. Hospital
shall conduct the last reconciliation pursuant to this Section 3(c) twelve 12) months after the
effective date of the termination or expiration of this Agreement.
d) Non-Clinic Compensation Reports. Hospital shall provide Contractor
with a monthly report each, a Report") that demonstrates the calculation of the Non-Clinic
Compensation payable under this Agreement. If Contractor disagrees with any aspect of any
such Report, Contractor shall, thirty 30) days after receipt of such Report, prepare and deliver
to Hospital a written statement setting forth in reasonable detail Contractor's objections to the
times stated in the Report. If Hospital does not receive such a written statement within such
thirty 30) day period, Contractor shall be deemed to have agreed with each and every aspect of
such Report.
5. Non-Clinic Uninsured/MIA Services. Hospital shall pay to Contractor an
amount equal to then-current as of the date of service), hospital-based, Medicare Physician Fee
Schedule for the service or procedure the Uninsured/MIA Compensation"). The
Uninsured/MIA Compensation shall be Contractor's sole and exclusive compensation for
Uninsured/MIA Services defined below) provided by any Group Physician pursuant to this
Exhibit 2.1-2
LA\2327151.6
BIB]
40949-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO107762-U03
FO107838-U03
MG107839-U03
AS107865-U03
AS107866-U03
AI109019-U03
DO109576-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
2/10/2012-U04
HANCOCKD-U04
17691-U05
1-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
THE-U07
PROFESSIONAL-U07
SERVICES-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
1/30/2012-U011
AGREEMENT-U012
MONTEREY-U012
BAY-U012
ONCOLOGY-U012
ASSOCIATES-U012
TO-U012
PROVIDE-U012
HEMATOLOGY-U012
ONCOLOGY-U012
BUSINESS-U012
CONSULTING-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$300,000-U012
THE-U012
PERIOD-U012
FEBRUARY-U012
1,-U012
2012-U012
TO-U012
JANUARY-U012
31,-U012
2013.-U012
COMPLETED BOARD ORDER"�|E\�,4�Agreement and Contractor shall not seek further compensation from any other source.
Contractor shall be paid on the CPT codes submitted and verified by Hospital professional
billing office coders.
a) For purposes of this Agreement, Uninsured/MIA Services" shall mean
medically necessary professional medical services that are rendered to patients at Hospital, other
than Clinic Patients, who: i) have been identified by Hospital as patients who are designated as
Medically Indigent Adults MIA"); or ii) are not insured for medical care by any third-party
payor collectively, the Uninsured/MIA Patients").
b) Procedures with the following modifiers will be reimbursed at the
Medicare allowable rate using the current established Medicare guidelines for reimbursement
when using the modifier:
i) Procedures that are or could be billed with the modifier 22
unusual procedural services) will not be considered for additional reimbursement to be paid to
Contractor; rather the procedure will be reimbursed at the Medicare allowable and if other
modifiers are used, the procedure will be paid at the current established Medicare reimbursement
rate applying Medicare guidelines for those modifiers.
ii) If modifier 52 reduced services) and/or 53 discontinued services)
is/are needed for billing, the percentage of the Medicare allowable to be paid to Contractor will
be determined by the Hospital physician billing manager and the Hospital Chief Medical Officer
CMO).
iii) Unless a code is specifically designated as an add-on code, the
Medicare rules for multiple procedure guidelines shall apply i.e., the main procedure will be
paid at 100% and subsequent procedures will be paid at 50%), consistent with Medicare
reimbursement guidelines for modifiers.
c) The Parties intend that Hospital will pay for Uninsured/MIA Services only
if the Uninsured/MIA Patient has no means of paying for those services e.g., independent
wealth, third-party payor, etc.). If it is later determined that an Uninsured/MIA Patient or a third-
party payor will pay for the Uninsured/MIA Services the following shall apply:
i) Hospital shall have the sole and exclusive right to bill, collect and
own any and all fees that might be collected for Uninsured/MIA Services provided by any
Group Physician pursuant to this Agreement. Contractor hereby grants Hospital the right to
retain any and all collections received by Hospital for Contractor's Uninsured/MIA Services.
In the event that Contractor or any Group Physician receives any payment from third-party
payors for Uninsured/MIA Services that Contractor or Group Physician furnishes pursuant to
this Agreement, Contractor shall promptly turn over such payments to Hospital. Contractor
shall designate Hospital as Contractor's attorney-in-fact for billing for Uninsured/MIA Services
provided by Contractor and each Group Physician pursuant to this Agreement.
ii) For any procedure without an established RVU value and/or not
listed procedure e.g., x stop), Hospital will reimburse Contractor based upon Hospital's
Exhibit 2.1-3
LA\23271 1.6
BIB]
40949-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO107762-U03
FO107838-U03
MG107839-U03
AS107865-U03
AS107866-U03
AI109019-U03
DO109576-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
2/10/2012-U04
HANCOCKD-U04
17691-U05
1-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
THE-U07
PROFESSIONAL-U07
SERVICES-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
1/30/2012-U011
AGREEMENT-U012
MONTEREY-U012
BAY-U012
ONCOLOGY-U012
ASSOCIATES-U012
TO-U012
PROVIDE-U012
HEMATOLOGY-U012
ONCOLOGY-U012
BUSINESS-U012
CONSULTING-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$300,000-U012
THE-U012
PERIOD-U012
FEBRUARY-U012
1,-U012
2012-U012
TO-U012
JANUARY-U012
31,-U012
2013.-U012
COMPLETED BOARD ORDER"�|E\�-4�reimbursement from a payor if Hospital has received payment from a payor. In the event no
payment is received from a payor, no reimbursement will be made to Contractor.
iii) The Parties agree to resolve any and all billing, collection and
reimbursement disputes as expeditiously as possible, up to and including the dispute resolution
procedure outlined in this Section 4. If a claim is disputed by a payor, Contractor will make
every effort to assist the Hospital billing manager to resolve the claim, If the claim is denied by
the payor, and no payment is received within twelve 12) months of the service date, the
amount of the disputed claim will be adjusted recouped) from future payments due to
Contractor after the twelve 12) month period.
iv) Hospital will adjust future invoices if Hospital is unable to recover
payment for surgery/treatment due to a procedure being classified by a payor as non payable
e.g., it is considered experimental, represents non-covered services, is categorized as medically
unnecessary, or is otherwise excluded from coverage), or if Contractor is found to have
breached a necessary reimbursement procedure e.g., scheduling a procedure from its office and
not obtaining the authorization for the procedure to be performed at Hospital). No payment will
be allowed to Contractor in these circumstances. At its discretion and at its sole cost and
expense, Contractor may appeal to the payor any determination that a procedure is non-payable.
6. Encounter Submissions. For Non-Clinic Services and Uninsured/MIA Services,
Hospital shall pay to Contractor the Monthly Advances and Uninsured/MIA Compensation,
respectively, so long as Contractor submits information relating to its patient encounters as
follows:
a) Group Physicians will complete an encounter charge form at the time a
service is provided, or within twenty-four 24) hours of that service.
b) After a Group Physician completes an encounter charge form, the
Physician will keep one copy to submit to Contractor's Practice Manager, and deposit a copy of
the encounter charge form in a Hospital charge collection box.
c) Hospital physician billing staff will pick up encounter charge forms daily
Monday Friday) from the Hospital charge collection box.
d) Hospital will check both the diagnosis and the documentation to verify
coding on encounter forms for one hundred percent 100%) of encounters. This review will
require Group Physicians to dictate patient visit notes into the Hospital dictation system within
twenty-four 24) hours of completion of an encounter so that documentation available is for
review of the encounter charge form. Any encounter charge form for which there is not an
accompanying dictated patient visit note shall not be reviewed by Hospital until the patient visit
note is submitted to the Hospital Physician Billing Manager. The sole exception to the dictation
requirement shall be when a Group Physician is using CPT code 99024 for post operative visits
and is not expecting payment for the visit, in which case the Contractor physician can hand write
the visit note.
Exhibit 2.1-4
LA\2327151.6
BIB]
40949-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO107762-U03
FO107838-U03
MG107839-U03
AS107865-U03
AS107866-U03
AI109019-U03
DO109576-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
2/10/2012-U04
HANCOCKD-U04
17691-U05
1-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
THE-U07
PROFESSIONAL-U07
SERVICES-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
1/30/2012-U011
AGREEMENT-U012
MONTEREY-U012
BAY-U012
ONCOLOGY-U012
ASSOCIATES-U012
TO-U012
PROVIDE-U012
HEMATOLOGY-U012
ONCOLOGY-U012
BUSINESS-U012
CONSULTING-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$300,000-U012
THE-U012
PERIOD-U012
FEBRUARY-U012
1,-U012
2012-U012
TO-U012
JANUARY-U012
31,-U012
2013.-U012
COMPLETED BOARD ORDER"�|E\�.4�e) Hospital will sign off on clean" coded charges and forward for data entry.
f) Hospital's Physician Billing Manager will notify Contractor's Practice
Manager of disputed coding within five 5) business days of the daily pick-up of the encounter
charge form, and will work with Contractor to resolve the dispute so that the claim may be filed
within the filing deadlines established by the applicable payor. Hospital's Physician Billing
Manager will also notify Contractor's Practice Manager of any encounter charge forms for which
there is no correlating dictated note within two 2) business days of the daily pick-up of the
encounter charge form.
g) Contractor's Practice Manager will return corrected charges within five
5) business days of receipt from Hospital's Physician Billing Manger.
h) For undisputed charges, charges will be entered by Hospital within five 5)
business days. Hospital will make every effort during the last week of the month to get as many
charges as possible entered into the system for that month's invoice. Contractor will be notified
if an issue arises which prevents timely entry of charges. Disputed charges will be entered within
five 5) business days of the final date of dispute resolution between Contractor and Hospital,
and paid only after entry of the charges following resolution of the dispute.
i) In the event of a dispute regarding the appropriateness of a code or
modifier, or similar technical billing issue, which cannot be resolved informally by the parties,
the parties shall jointly designate an independent third party billing expert to review and make a
recommendation regarding the issue. The cost of such expert shall be shared equally by the
parties, Hospital shall give such recommendation great weight but, as the billing entity, shall
have ultimate discretion in resolving such issue.
j) Charges entered through the last day of the month will be the charges
considered for payment for that month's invoice. Charges appearing on a given month's invoice
may be for dates of service provided in a different month.
k) Hospital's Physician Services staff will generate the encounter report
necessary to create the invoice. The encounter report will be based on the Hospital information
system currently MediTech) generated date/stamp for all charges entered by the Hospital
physician billing staff as of the last day of the prior month, in accordance with Section 6(j) of
this Exhibit.
1) The Hospital Physician Services staff will create and send the following
documents to the Contractor's practice manager on or before the twelfth 12th) day of the month:
i) an Encounter Summary Sheet" detailing worked performed by each individual Group
Physician for the previous month, and ii) a single invoice for all the work performed by all
Group Physicians during that month.
Exhibit 2.1-5
LA\2327151.6
BIB]
40949-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO107762-U03
FO107838-U03
MG107839-U03
AS107865-U03
AS107866-U03
AI109019-U03
DO109576-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
2/10/2012-U04
HANCOCKD-U04
17691-U05
1-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
THE-U07
PROFESSIONAL-U07
SERVICES-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
1/30/2012-U011
AGREEMENT-U012
MONTEREY-U012
BAY-U012
ONCOLOGY-U012
ASSOCIATES-U012
TO-U012
PROVIDE-U012
HEMATOLOGY-U012
ONCOLOGY-U012
BUSINESS-U012
CONSULTING-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$300,000-U012
THE-U012
PERIOD-U012
FEBRUARY-U012
1,-U012
2012-U012
TO-U012
JANUARY-U012
31,-U012
2013.-U012
COMPLETED BOARD ORDER"�|E\�/4�m) Within three 3) business days of receiving it, Contractor's Practice
Manager will review the encounter report and invoice, discuss any disputes with the Hospital
Physician Billing Manager and/or the Hospital Physician Services, accept and sign off on the
invoice and return all documents to the Hospital Physician Services.
n) Upon receipt of the accepted and signed invoice, the Hospital Physician
Services will review the encounter charge forms and invoices, approve them, and initiate routing
process to be completed within fifteen 15) days.
o) Once Contractor approves the monthly invoice and submits it to Hospital,
Hospital will have forty-five 45) days to pay the invoice, resulting in a maximum of fifteen 15)
days from submission of the invoice by Contractor to Hospital for Hospital to submit a certified
invoice to the County Auditor Controller's office for payment; the Auditor Controller shall issue
payment within thirty 30) days upon receipt in the Auditor Controller's Office.
7. Director Services. Hospital shall pay to Contractor the amount of One Hundred
Seventy-Five Dollars $175) per hour for those Director Services rendered by Contractor under
this Agreement.
8. Administrative Consulting. Hospital shall pay to Contractor the amount of One
Hundred Seventy-Five Dollars $175) per hour for those Administrative Consulting Services
rendered by Contractor under this Agreement. For purposes of this Agreement,
Administrative Consulting Services" shall mean: a) assisting Hospital staff in the
development and implementation of high quality Specialty services at Hospital; and b)
coordinating and consulting with Hospital staff regarding the efficiency and effectiveness of the
Department.
9. Timing. Hospital shall pay the compensation due for 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
Services were performed, Hospital shall not be obligated to pay Contractor for 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".
Exhibit 2.1-6
LA\23271 X1.6
BIB]
40949-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO107762-U03
FO107838-U03
MG107839-U03
AS107865-U03
AS107866-U03
AI109019-U03
DO109576-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
2/10/2012-U04
HANCOCKD-U04
17691-U05
1-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
THE-U07
PROFESSIONAL-U07
SERVICES-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
1/30/2012-U011
AGREEMENT-U012
MONTEREY-U012
BAY-U012
ONCOLOGY-U012
ASSOCIATES-U012
TO-U012
PROVIDE-U012
HEMATOLOGY-U012
ONCOLOGY-U012
BUSINESS-U012
CONSULTING-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$300,000-U012
THE-U012
PERIOD-U012
FEBRUARY-U012
1,-U012
2012-U012
TO-U012
JANUARY-U012
31,-U012
2013.-U012
COMPLETED BOARD ORDER"�|E\�04�Exhibit 6.3
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 Q.
8. Services" shall mean the Professional Services, Teaching Services, Coverage
Services, Director Services, Administrative Consulting Services and Additional
Services, collectively, as defined in the Agreement.
Exhibit 6.3-1
LA\2327151.6
BIB]
40949-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO107762-U03
FO107838-U03
MG107839-U03
AS107865-U03
AS107866-U03
AI109019-U03
DO109576-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
2/10/2012-U04
HANCOCKD-U04
17691-U05
1-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
THE-U07
PROFESSIONAL-U07
SERVICES-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
1/30/2012-U011
AGREEMENT-U012
MONTEREY-U012
BAY-U012
ONCOLOGY-U012
ASSOCIATES-U012
TO-U012
PROVIDE-U012
HEMATOLOGY-U012
ONCOLOGY-U012
BUSINESS-U012
CONSULTING-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$300,000-U012
THE-U012
PERIOD-U012
FEBRUARY-U012
1,-U012
2012-U012
TO-U012
JANUARY-U012
31,-U012
2013.-U012
COMPLETED BOARD ORDER"�|E\�14�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:
1. 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, 164.310, 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.
Exhibit 6.3-2
LA\2327151.6
BIB]
40949-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO107762-U03
FO107838-U03
MG107839-U03
AS107865-U03
AS107866-U03
AI109019-U03
DO109576-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
2/10/2012-U04
HANCOCKD-U04
17691-U05
1-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
THE-U07
PROFESSIONAL-U07
SERVICES-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
1/30/2012-U011
AGREEMENT-U012
MONTEREY-U012
BAY-U012
ONCOLOGY-U012
ASSOCIATES-U012
TO-U012
PROVIDE-U012
HEMATOLOGY-U012
ONCOLOGY-U012
BUSINESS-U012
CONSULTING-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$300,000-U012
THE-U012
PERIOD-U012
FEBRUARY-U012
1,-U012
2012-U012
TO-U012
JANUARY-U012
31,-U012
2013.-U012
COMPLETED BOARD ORDER"�|E\�24�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
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. 164.514(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
Exhibit 6.3-3
LA\2327151.6
BIB]
40949-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO107762-U03
FO107838-U03
MG107839-U03
AS107865-U03
AS107866-U03
AI109019-U03
DO109576-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
2/10/2012-U04
HANCOCKD-U04
17691-U05
1-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
THE-U07
PROFESSIONAL-U07
SERVICES-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
1/30/2012-U011
AGREEMENT-U012
MONTEREY-U012
BAY-U012
ONCOLOGY-U012
ASSOCIATES-U012
TO-U012
PROVIDE-U012
HEMATOLOGY-U012
ONCOLOGY-U012
BUSINESS-U012
CONSULTING-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$300,000-U012
THE-U012
PERIOD-U012
FEBRUARY-U012
1,-U012
2012-U012
TO-U012
JANUARY-U012
31,-U012
2013.-U012
COMPLETED BOARD ORDER"�|E\�34�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.
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
Exhibit 6.3-4
LA\2327151.6
BIB]
40949-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO107762-U03
FO107838-U03
MG107839-U03
AS107865-U03
AS107866-U03
AI109019-U03
DO109576-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
2/10/2012-U04
HANCOCKD-U04
17691-U05
1-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
THE-U07
PROFESSIONAL-U07
SERVICES-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
1/30/2012-U011
AGREEMENT-U012
MONTEREY-U012
BAY-U012
ONCOLOGY-U012
ASSOCIATES-U012
TO-U012
PROVIDE-U012
HEMATOLOGY-U012
ONCOLOGY-U012
BUSINESS-U012
CONSULTING-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$300,000-U012
THE-U012
PERIOD-U012
FEBRUARY-U012
1,-U012
2012-U012
TO-U012
JANUARY-U012
31,-U012
2013.-U012
COMPLETED BOARD ORDER"�|E\�44�limit further uses and disclosures to those purposes that make the return or destruction of
such Protected Health Information infeasible.
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.
Hospital
Signature:
Date: I l 2
Contractor
Signature:
Date: I o-q- t
Signatur�
Date: it
Exhibit 6.3-5
LA\2327151.6
BIB]
40949-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO107762-U03
FO107838-U03
MG107839-U03
AS107865-U03
AS107866-U03
AI109019-U03
DO109576-U03
C15-U03
COMPLETED-U03
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ORDER-U03
2/10/2012-U04
HANCOCKD-U04
17691-U05
1-U06
AUTHORIZE-U07
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MANAGER-U07
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CENTER-U07
NMC)-U07
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THE-U07
PROFESSIONAL-U07
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960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
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1/30/2012-U011
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BAY-U012
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ASSOCIATES-U012
TO-U012
PROVIDE-U012
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ONCOLOGY-U012
BUSINESS-U012
CONSULTING-U012
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AT-U012
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EXCEED-U012
$300,000-U012
THE-U012
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1,-U012
2012-U012
TO-U012
JANUARY-U012
31,-U012
2013.-U012
SIGNED BOARD REPORT"�|E\��MONTEREY COUNTY BOARD OF SUPERVISORS
MEETING: February 7, 2012
AGENDA NO.:
SUBJECT: Authorize the Purchasing Manager for Natividad Medical Center NMC) to
execute the Professional Services Agreement with Monterey Bay Oncology
Associates to provide Hematology Oncology and Business Consulting
Services at NMC in an amount not to exceed $300,000 for the period
February 1, 2012 to January 31, 2013.
DEPARTMENT: Natividad Medical Center
RECOMMENDATION:
It is recommended that the Board of Supervisors authorize the Purchasing Manager for Natividad
Medical Center NMC) to execute the Professional Services Agreement with Monterey Bay
Oncology Associates to provide Hematology Oncology and Business Consulting Services at
NMC in an amount not to exceed $300,000 for the period February 1, 2012 to January 31, 2013.
SUMMARY/DISCUSSION:
NMC currently does not provide full service outpatient and inpatient) hematology oncology
services. NMC desires to offer full service hematology oncology services, first by offering
outpatient specialty clinic services including non-chemotherapy infusion services), call
coverage, inpatient rounding, consultation outpatient and inpatient), medical director services
and business consulting services, subsequently followed by chemotherapy infusion services
both for outpatients and inpatients).
The agreement is for outpatient specialty clinic services including non-chemotherapy infusion
services), call coverage, inpatient rounding, medical consultation, medical director including
resident education) services and business consulting services. NMC will amend the agreement
when it desires to add chemotherapy infusion services
The amount of this agreement for the period February 1, 2012 to January 31, 2013 is $300,000
and is equal to the compensation times the maximum number of projected outpatient clinic
sessions, call coverage days, inpatient rounding hours, medical consultations, medical director
services hours, business consulting services hours that will all be provided during the one year
period, and the maximum allowable incentive compensation for patient satisfaction. NMC has
obtained an independent opinion of fair market value supporting the payment terms of this
Agreement.
OTHER AGENCY INVOLVEMENT:
County Counsel has reviewed and approved this Agreement as to legal form and risk provisions.
Auditor-Controller has reviewed and approved this Agreement as to fiscal provisions. The
Agreement has also been reviewed and approved by Natividad Medical Center's Board of
Trustees.
BIB]
40949-U01
SIGNED-U02
BOARD-U02
REPORT-U02
LI21329-U03
FO96183-U03
FO107762-U03
FO107838-U03
MG107839-U03
AS107865-U03
AS107866-U03
AI109019-U03
DO109577-U03
C10-U03
BOARD-U03
REPORTS-U03
2/10/2012-U04
HANCOCKD-U04
17691-U05
1-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
THE-U07
PROFESSIONAL-U07
SERVICES-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
1/30/2012-U011
AGREEMENT-U012
MONTEREY-U012
BAY-U012
ONCOLOGY-U012
ASSOCIATES-U012
TO-U012
PROVIDE-U012
HEMATOLOGY-U012
ONCOLOGY-U012
BUSINESS-U012
CONSULTING-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$300,000-U012
THE-U012
PERIOD-U012
FEBRUARY-U012
1,-U012
2012-U012
TO-U012
JANUARY-U012
31,-U012
2013.-U012
SIGNED BOARD REPORT"�|E\��FINANCING:
The total cost of this Agreement is not to exceed $300,000, $125,000 is included in the fiscal
year 2012 budget and the remaining balance of $175,000 will be budgeted for subsequent fiscal
years. There is no impact to the General Fund.
Prepared by:
Jeanne-Ann Balza
Management Analyst Harry Weis
December 13, 2011 Chief Executive Officer
Attachments:
Board Report, Board Order, Agreement
Attachments on File with the Clerk of the Board
BIB]
40949-U01
SIGNED-U02
BOARD-U02
REPORT-U02
LI21329-U03
FO96183-U03
FO107762-U03
FO107838-U03
MG107839-U03
AS107865-U03
AS107866-U03
AI109019-U03
DO109577-U03
C10-U03
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17691-U05
1-U06
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EXECUTE-U07
THE-U07
PROFESSIONAL-U07
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960-NMC-U08
RUIZ-IGNACIO-U09
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1/30/2012-U011
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MONTEREY-U012
BAY-U012
ONCOLOGY-U012
ASSOCIATES-U012
TO-U012
PROVIDE-U012
HEMATOLOGY-U012
ONCOLOGY-U012
BUSINESS-U012
CONSULTING-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$300,000-U012
THE-U012
PERIOD-U012
FEBRUARY-U012
1,-U012
2012-U012
TO-U012
JANUARY-U012
31,-U012
2013.-U012