COMPLETED BOARD ORDER AND AME
��21
Before the Board of Supervisors in and for the
County of Monterey, State of California
Agreement No. A-10169
Authorize the Purchasing Manager for Natividad Medical
Center NMC) to execute Amendment No. 7 to the
Agreement No. A-10169 with HFS Consultants for Medical
Records Coding & Scanning, Critical Healthcare Strategic
Planning and Productivity & Operations Analysis Services
at NMC in an amount not to exceed $5,354,000 in the
aggregate and $1,020,000 for the period July 1, 2011 to
June 30, 2012....
Upon motion of Supervisor Salinas, seconded by Supervisor Calcagno, and carried by those
members present, the Board hereby;
Authorized the Purchasing Manager for Natividad Medical Center NMC) to
execute Amendment No. 7 to the Agreement No. A-10169 with HFS Consultants
for Medical Records Coding & Scanning, Critical Healthcare Strategic Planning
and Productivity & Operations Analysis Services at NMC in an amount not to
exceed $5,354,000 in the aggregate and $1,020,000 for the period July 1, 2011 to
June 30, 2012.
PASSED AND ADOPTED on this 2811 day of June, 2011, by the following vote, to wit:
AYES: Supervisors Calcagno, Salinas, and Parker
NOES: None
ABSENT: Supervisors Armenta and Potter
I, Gail T. Borkowski, Clerk of the Board of Supervisors of the County of Monterey, State of California, hereby
certify that the foregoing is a true copy of an original order of said Board of Supervisors duly made and entered in the
minutes thereof of Minute Book 75 for the meeting on June 28, 2011.
Dated: June 29, 2011 Gail T. Borkowski, Clerk of the Board of Supervisors
County of Monterey, State of California
By
Deputy
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COMPLETED BOARD ORDER AND AME
��Original Agreement No or PO#. A-10169)
RENEWAL AMENDMENT NO. 7
FOR PROFESSIONAL SERVICE AGREEMENT
BETWEEN Healthcare Financial Services HFS) Consultants AND
THE NATIVIDAD MEDICAL CENTER
FOR
Medical Record Scanning, Coding Abstracting, Productivity, Operations Analysis and Interim Staffing Services
The parties to Professional Service Agreement, dated July 1, 2005 between the County of Monterey, on
behalf of Natividad Medical Center NMC"), and Healthcare Financial Services HFS) Consultants
Contractor), hereby agree to renew their Agreement No. A-10169) on the following terms and
conditions:
1. Contractor will continue to provide NMC with the same scope of service as stated in the original
Agreement No. A-10169).
2. This Amendment shall become effective on July 1, 2011 and shall continue in full force until June
30, 2012.
3. The total amount payable by County to Contractor under Agreement No. A-10169) shall not
exceed the total sum of $5,354,000 for the full term of the Agreement and $1,020,000 for fiscal
year 2011-2012.
4. All other terms and conditions of the Agreement shall continue in full force and effect.
5. A copy of this Amendment shall be attached to the original Agreement No. A-10169).
IN WITNESS WHEREOF, the parties hereto are in agreement with this Amendment and
Professional Service Agreement on the basis set forth in this document and have executed this
amendment on the day and year set forth herein.
CONTRACTOR
Signature Dated A~2~rf: 2Z, ZO /
Printed Name 2 S oN Title /1e-
g~
z
NATIVIDAD MEDICAL CENTER
Signature
Signature
Dated
Purchasing Manager
Dated & I I t
NMC CEO
Approved as to Legal Form:
Charles J. McKee, County Counsel
By
Stcy Saetta, Depu
Attorneys for Coudt and NMC
V1Slot1S Dated: 3/3) 2011
dito controller
o f Monterey
Co~-nty
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SIGNED BOARD REPORT AND SUPPO
�*�MONTEREY COUNTY BOARD OF SUPERVISORS
MEETING: June 28, 2011 AGENDA NO.: i I
SUBJECT: Authorize the Purchasing Manager for Natividad Medical Center NMC)
to execute Amendment #7 to the Agreement A-10169) with HFS
Consultants for Medical Records Coding & Scanning, Critical Healthcare
Strategic Planning and Productivity & Operations Analysis Services at
NMC in an amount not to exceed $5,354,000 in the aggregate and
$1,020,000 for the period July 1, 2011 to June 30, 2012.
DEPARTMENT: Natividad Medical Center
RECOMMENDATION:
It is recommended that the Board of Supervisors authorize the Purchasing Manager for Natividad
Medical Center NMC) to execute Amendment #7 to the Agreement A-10169) with HFS
Consultants for the following services: Medical Records Coding & Scanning, Critical Healthcare
Strategic Planning and Productivity & Operations Analysis Services at NMC in an amount not to
exceed $5,354,000 in the aggregate and $1,020,000 for the period July 1, 2011 to June 30, 2012.
SUMMARYIDISCUSSION
HFS Consultants, HFS) provides a full complement of health care consulting services. HFS has 12
major practice areas and technical experience in other health care consulting fields. In the past, HFS
has provided NMC with a variety of Health Information Management services. The recommendation
is for HFS to provide services to NMC that can be categorized into the following three areas:
Medical Records Coding & Scanning, Critical Healthcare Strategic Planning and Productivity &
Operations Analysis.
Medical Records Coding & Scanning
HFS will provided NMC with offsite-coding services using scanner and web-enhanced technology
ensuring accurate code assignment for hospital services. HFS will provide OSHPD correction
services on a semiannual basis of inpatient data and quarterly correction of outpatient data. HFS
Consultants are compliant with all intermediary payment rules, government and professional
standards, as well as the Natividad Medical Center Compliance Plan and will provide evaluation and
management coding services for Professional Fee Billing. HFS is a coding industry leader and is also
skilled as an education provider in compliance principles and will provide onsite personnel as
required throughout the term of the contract. Medical Records contracting with HFS achieves two
goals: compliance in coding and streamlining the billing process.
Critical Healthcare Strategic Planning
HFS is currently assisting in the analysis and preparation of a comprehensive Business Plan with
NMC. HFS is providing a manager to assist in the planning as well as other hospital operations
analyses for critical healthcare strategies. The manager will assist in updating and expanding the
NMC 5 Year Plan to reflect current changes in health care reimbursement and safety net hospital
initiatives. The manager will work directly with NMC administration to complete the Business Plan.
Upon completion of the Business Plan HFS will assist NMC to evaluate potential business
opportunities and help mitigate potential business risks. HFS will investigate and document existing
systems and processes and develop and document plans to support future needs of Natividad. HFS
will also provide feasibility and debt capacity analysis, service line modeling and strategic
consulting to help position NMC to respond to health care reform and potential business
opportunities. HFS will provide quality management and clinical expertise to help NMC evaluate
BIB]
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SIGNED BOARD REPORT AND SUPPO
�*�and implement quality based pay for performance regulatory requirements in order to maximize
payments under the new quality based payment programs. HFS has technical expertise in evaluating
the acquisition of physician practices and regulatory requirements for structuring the potential new
entity to maximize reimbursement. NMC is anticipating a potential need for this technical expertise.
The tasks involved in this work are many but the major deliverables could include: Planning RHC
Alternatives, Facility Site Review and Fair Market Valuation, Prepare Rural Health Clinic
Application and Prepare Financial Proforma and Cost Report for PPS Rate Setting.
Productivity & Operations Analysis
HFS is currently reviewing and updating NMC's current productivity system. The scope of services
will be to review current NMC Revenue and Usage reports to determine accurate counts of
productive activity for all departments and identify those areas that may need to change to a more
appropriate unit of service measure. HFS will calculate a unit of productivity measure for each cost
center working with Managers and Administrators to get buy-in on the new metrics. HFS will
compare benchmarking results to known industry standards and calculate the financial impact of
meeting staffing targets for each cost center. NMC is requesting additional support to assist
department managers to help implement productivity measures for their departments.
Over the next year, the cost estimates for each area are as follows:
Medical Records Coding & Scanning 30%)
Critical Healthcare Strategic Planning 60%)
Productivity & Operations Analysis 10%)
OTHER AGENCY INVOLVEMENT:
The Amendment has been reviewed and approved by County Counsel, the Auditor/Controller's
office and the Natividad Medical Center Board of Trustees.
FINANCING:
The cost for this Amendment is $1,020,000 and is included in the 2011/2012 Fiscal Year
Recommended Budget. This action will not require any additional General Fund subsidy.
Prepared by:
Jim Fenstermaker, Interim IT Director 796-1647
April 13, 2011
Harry Weis
Chief Executive Officer
Attachments: Amendments #1, 2, 3, 4, 5, 6, Original Agreement, Board Order
Attachments are on file with the Clerk of the Board
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SIGNED BOARD REPORT AND SUPPO
�*�MONTEREY COUNTY BOARD OF SUPERVISORS
MEETING: September 14, 2010
AGENDA NO.:
SUBJECT: Authorize the Purchasing Manager for Natividad Medical Center NMC)
to execute Amendment #6 to the Agreement with Healthcare Financial
Services for Medical Record Scanning, Coding Abstracting, Productivity,
Operations Analysis and Interim Staffing Services at NMC in an amount
not to exceed $4,334,000 an increase of $410,000) for the period
September 1, 2010 to June 30, 2011.
DEPARTMENT: Natividad Medical Center
RECOMMENDATION:
It is recommended that the Board of Supervisors authorize the Purchasing Manager for Natividad
Medical Center NMC) to execute Amendment #6 to the Agreement with Healthcare Financial
Services for Medical Record Scanning, Coding Abstracting, Productivity, Operations Analysis and
Interim Staffing Services at NMC in an amount not to exceed $4,334,000 an increase of $410,000)
for the period September 1, 2010 to June 30, 2011.
SUMMARY/DISCUSSION:
Healthcare Financial Services, HFS) provides offsite-coding services using scanner and web-
enhanced technology ensuring accurate code assignment for hospital services. HFS provides
OSHPD correction services on a semi annual basis of inpatient data and quarterly correction of
outpatient data. HFS Consultants provides evaluation and management coding services for
Professional Fee Billing. HFS Consultants is compliant with all intermediary payment rules,
government and professional standards, as well as the Natividad Medical Center Compliance Plan.
Healthcare Financial Services is an industry leader in coding in a teaching setting and are also skilled
in compliance principles and provider education. HFS Consultants will provide onsite personnel as
required throughout the term of the contract. Contracting with HFS Consultants achieves two goals:
compliance in coding and streamlining the billing process. There is no change to the contract amount
for these services.
HFS also provides a wide variety of high quality healthcare consulting including interim staffing
services i.e. Chief Financial Services). As of March 5, 2010, NMC has been without a permanent
CFO as a result of a resignation; therefore NMC is requesting an increase of $185,000 to the existing
agreement to cover additional interim CFO services until an appropriate candidate can be recruited
into the Hospital CFO position The interim CFO has been responsible for various departments and/
oversight of hospital finances, but has limited signing authority and direct oversight by the CEO.
The recommendation is to increase the existing Agreement by $185,000 as it is expected there w- 1
be the need of and additional 4 and half months of interim coverage prior to the start of a Rill 7e
CFO. NMC is currently working with Quick Leonard Kiefer for the recruitment of the CFQ
position.
HFS will be providing a qualified Operations Manager to assist the CEO in other hospital operations
analyses for the CEO for critical healthcare strategies. The manager will investigate and document
existing systems and processes and develop and document plans to support future needs of Natividad
Medical Center. This person will report to the CEO and/or other administrators, as assigned by the
CEO. NMC is requesting an increase of S 135,000 for these services.
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SIGNED BOARD REPORT AND SUPPO
�*�MONTEREY COUNTY BOARD OF SUPERVISORS
MEETING: September 14, 2010 AGENDA NO.:
SUBJECT: Authorize the Purchasing Manager for Natividad Medical Center NMC)
to execute Amendment #6 to the Agreement with Healthcare Financial
Services for Medical Record Scanning, Coding Abstracting, Productivity,
Operations Analysis and Interim Staffing Services at NMC in an amount
not to exceed $4,334,000 an increase of $410,000) for the period
September 1, 2010 to June 30, 2011.
DEPARTMENT: Natividad Medical Center
RECOMMENDATION:
It is recommended that the Board of Supervisors authorize the Purchasing Manager for Natividad
Medical Center NMC) to execute Amendment #6 to the Agreement with Healthcare Financial
Services for Medical Record Scanning, Coding Abstracting, Productivity, Operations Analysis and
Interim Staffing Services at NMC in an amount not to exceed $4,334,000 an increase of $410,000)
for the period September 1, 2010 to June 30, 2011.
SUMMARY/DISCUSSION:
Healthcare Financial Services, HFS) provides offsite-coding services using scanner and web-
enhanced technology ensuring accurate code assignment for hospital services. HFS provides
OSHPD correction services on a semi annual basis of inpatient data and quarterly correction of
outpatient data. HFS Consultants provides evaluation and management coding services for
Professional Fee Billing. HFS Consultants is compliant with all intermediary payment rules,
government and professional standards, as well as the Natividad Medical Center Compliance Plan.
Healthcare Financial Services is an industry leader in coding in a teaching setting and are also skilled
in compliance principles and provider education. HFS Consultants will provide onsite personnel as
required throughout the term of the contract. Contracting with HFS Consultants achieves two goals:
compliance in coding and streamlining the billing process. There is no change to the contract amount
for these services.
HFS also provides a wide variety of high quality healthcare consulting including interim staffing
services i.e. Chief Financial Services). As of March 5, 2010, NMC has been without a permanent
CFO as a result of a resignation; therefore NMC is requesting an increase of $185,000 to the existing
agreement to cover additional interim CFO services until an appropriate candidate can be recruited
into the Hospital CFO position The interim CFO has been responsible for various departments and
oversight of hospital finances, but has limited signing authority and direct oversight by the CEO.
The recommendation is to increase the existing Agreement by $185,000 as it is expected there will
be the need of and additional 4 and half months of interim coverage prior to the start of a full time
CFO. NMC is currently working with Quick Leonard Kiefer for the recruitment of the CFO
position.
I-IFS will be providing a qualified Operations Manager to assist the CEO in other hospital operations
analyses for the CEO for critical healthcare strategies. The manager will investigate and document
existing systems and processes and develop and document plans to support future needs of Natividad
Medical Center. This person will report to the CEO and/or other administrators, as assigned by the
CEO. NMC is requesting an increase of $135,000 for these services.
BIB]
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EXCEED-U012
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IN-U012
THE-U012
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THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012.-U012
SIGNED BOARD REPORT AND SUPPO
�*�HFS has technical expertise in evaluating the acquisition of physician practices and regulatory
requirements for structuring the new entity to maximize reimbursement. NMC has a potential need
for this technical expertise, for an analysis and potential change of ownership of a physician-owned
Rural Health Clinic from the physician to NMC. The tasks involved in this work are many, but the
major deliverables may include: Planning RHC Alternatives, Facility Site Review and Fair Market
Valuation, Prepare Rural Health Clinic Application and Prepare Financial Profonna and Cost Report
for PPS Rate Setting. NMC is requesting an increase of $25,000 for these services, if needed.
HFS will review and update the current productivity system. The scope of services will be to review
current Revenue and Usage reports to determine accurate counts of productive activity for all
departments and identify those areas that may need to change to a more appropriate unit of service
measure. They will they calculate a unit of productivity measure for each cost center working with
Managers and Administrators to get buy-in on the new metrics. They will compare benchmarking
results to know industry standards and calculate the financial impact of meeting staffing targets for
each cost center. NMC is requesting an increase of $65,000 for these services
OTHER AGENCY INVOLVEMENT:
The Amendment has been reviewed and approved by County Counsel, the Auditor/Controller's
office and the Natividad Medical Center Board of Trustees.
FINANCING:
The cost for this Amendment is $410,000 and is included in the 2010/201.1 FY Approved Budget.
This action will not require any additional General Fund subsidy.
Prepared by:
Harry Weis, Chief Executive Officer Harry Weis
August 17, 2010 Chief Executive Officer
Attachments: Amendments #1 #6, Agreement, Board Order
BIB]
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MG99940-U03
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AS99967-U03
AI103216-U03
DO104206-U03
C10-U03
BOARD-U03
REPORTS-U03
7/15/2011-U04
MARCELLAC-U04
16741-U05
5-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
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CENTER-U07
NMC)-U07
TO-U07
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AMENDMENT-U07
NO.-U07
7-U07
TO-U07
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/17/2011-U011
AGREEMENT-U012
A-10169)-U012
HFS-U012
CONSULTANTS-U012
MEDICAL-U012
RECORDS-U012
CODING-U012
&-U012
SCANNING,-U012
CRITICAL-U012
HEALTHCARE-U012
STRATEGIC-U012
PLANNING-U012
PRODUCTIVITY-U012
&-U012
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ANALYSIS-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$5,354,000-U012
IN-U012
THE-U012
AGGREGATE-U012
$1,020,000-U012
THE-U012
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JULY-U012
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SIGNED BOARD REPORT AND SUPPO
�*�27
Before the Board of Supervisors in and for the
County of Monterey, State of California
Agreement No: A 10169
Authorize the Purchasing Manager for Natividad Medical Center NMC) to execute
Amendment No. 6 to the Agreement with Healthcare Financial Services for
Medical Record Scanning, Coding Abstracting, Productivity, Operations Analysis
and Interim Staffing Services at NMC in an amount not to exceed $4,334,000 an
increase of $410,000) for the period September 1, 2010 to June 30, 2011.
Upon motion of Supervisor Potter, seconded by Supervisor Armenta, and carried by those
members present, the Board hereby:
Authorized the Purchasing Manager for Natividad Medical Center NMC) to execute
Amendment No. 6 to the Agreement with Healthcare Financial Services for Medical Record
Scanning, Coding Abstracting, Productivity, Operations Analysis and Interim Staffing Services
at NMC in'an amount not to exceed $4,334,000 an increase of $410,000) for the period
September 1, 2010 to June 30, 2011.
PASSED AND ADOPTED this 146' day of September, 2010, by the following vote, to wit:
AYES: Supervisors Armenta, Calcagno, Salinas, Parker, Potter
NOES: None
ABSENT: None
I, Gail T. Borkowski., Clerk of the Board of Supervisors of the County of Monterey, State of California, hereby
certify that the foregoing is a true copy of an original order of said Board of Supervisors duly made and entered in
the minutes thereof of Minute Book 75 for the meeting on September 14, 2010.
Dated: September 16,20 10 Gail T. Borkowski, Clerk of the Board of Supervisors
County of Monterey, State of California
By 2- /~ 1
Deputy
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SIGNED BOARD REPORT AND SUPPO
�*�Original Agreement No or PO#. A-10169)
AMENDMENT NO. 6
FOR PROFESSIONAL SERVICE AGREEMENT
BETWEEN Healthcare Financial Services HFS) Consultants AND
THE NATIVIDAD MEDICAL CENTER
FOR
Medical Record Scanning. Coding Abstracting, Productivity. Operations Analysis and Interim Staffing SERVICES
The parties to Professional Service Agreement, dated July 1, 2005 between the County of Monterey, on
behalf of Natividad Medical Center NMC"), and Healthcare Financial Services HFS) Consultants
Contractor), hereby agree to amend their Agreement No. A-10169) on the following terms and
conditions:
1. Contractor will continue to provide NMC with the same scope of service as stated in the original
Agreement No. A-10169). Additionally, the contractor will provide the services described on
Attachment A attached to this Amendment #6.
2. This Renewal Amendment shall become effective on August 1, 2010 and shall continue in full
force until June 30, 2011.
3. The total amount payable by County to Contractor under Agreement No. A-10169) shall not
exceed the total sum of $4,334,000 for the full term of the Agreement and $1,014,000 for fiscal
year 2010-2011.
4. All other terms and conditions of the Agreement shall continue in full force and effect.
5. A copy of this Amendment shall be attached to the original Agreement No. A-10169).
IN WITNESS WHEREOF, the parties hereto are in agreement with this Amendment and
Professional Service Agreement on the basis set forth in this document and have executed this
amendment on the day and year set forth herein.
CONTRAC OR
Signature
Printed Na LSD 1PF44j=F
Dated S 3 p
Title \ir
NATIVIDAD ICAL CENTER
Signaturii~- Dated
Purchasing Manager
Signature Owvt-A nayN W el(, NMC-CEO
Approved as to Legal Form:
Charles J. McKee, County Counsel
sy l / n A rvto~vollS
Stacy Saetta, Dep ty kn
Dated
w
Attorneys For County and NMC e( alk 1 M\1 Dated: U/ t 2010
ReNe
udi~oC
Mon~etey
coun
11
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AI103216-U03
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HFS-U012
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MEDICAL-U012
RECORDS-U012
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STRATEGIC-U012
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ANALYSIS-U012
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AT-U012
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SIGNED BOARD REPORT AND SUPPO
�*�t<~?: 7:.-x:. ii, +.,T:.~~<.:~. r'�r3~~`-s iGa a,.~._5;'.
Attachment A
Agreement # A-10169
Amendment #6
Interim Chief Financial Officer Services:
HFS Consultants HFS) will continue to fill the interim Chief Financial Officer position as
specified in Amendment #5 to this agreement. An additional $185,000 will be added for this
purpose while NMC continues to recruit for this position. All other terms of Amendment #5 are
unchanged.
Productivity Services:
HFS will review and update the current productivity system established by Huron/Wellspring.
The scope of services is as follows:
Review current Revenue and Usage reports to determine accurate counts of productive
activity for all departments and identify those areas that may need to change to a more
appropriate unit of service measure.
Calculate a unit of productivity measure for each cost center using updated counts for
units of service and/or changes in units of service used.
Meet with Managers and Administrators to review findings from review of Revenue and
Usage reports and to get buy-in on new metrics.
Compare benchmark) departments with known industry standards using recently
completed OSHPD benchmarking results where applicable. For nursing services,
benchmarks will reflect State of California nurse / patient staffing ratios.
Calculate the financial impact of meeting staffing targets for each cost center, and also
hospital wide based on revised productivity standards.
Summary of recommended metrics by department:
o Most Appropriate Unit of Service to both measure productivity and to be utilized
in a Productivity Monitoring System
o Accurate Count of Units of Service
o Current Productivity
o Target Productivity
o Potential Opportunity if Target Productivity met/exceeded
HFS will charge NMC professional fees at a 10% discount from HFS's standard rates, plus out-
of-pocket expenses. A total of $65,000 will be added to the agreement to cover professional fees
and expenses.
BIB]
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MG99940-U03
AS99966-U03
AS99967-U03
AI103216-U03
DO104206-U03
C10-U03
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REPORTS-U03
7/15/2011-U04
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16741-U05
5-U06
AUTHORIZE-U07
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MANAGER-U07
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MEDICAL-U012
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&-U012
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HEALTHCARE-U012
STRATEGIC-U012
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&-U012
OPERATIONS-U012
ANALYSIS-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
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IN-U012
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SIGNED BOARD REPORT AND SUPPO
� *�Attachment A
Agreement # A-10169
Amendment #6
Page 2
Operations Manager Services:
HFS will provide a qualified Operations Manager to assist with a feasibility review and analysis
of transitioning business services e.g., fiscal, payroll, etc.) from the current operations to an
alternate hospital authority model. This person will provide other hospital operations analyses
for the CEO for critical healthcare strategies. The manager will investigate and document
existing systems and processes and develop and document plans to support future needs of
Natividad Medical Center. This person will report to the CEO and/or other administrators, as
assigned by the CEO.
HFS will charge NMC a fixed fee of $39,000 per month to be prorated based on the number of
days worked in a month, inclusive of expenses, for the Operations Manager. The schedule is
expected to vary based during the duration of the project. A not to exceed total of $135,000
will be added to the agreement for these services.
This agreement is not intended to provide temporary-to-permanent" personnel. If the
Operations Manager or any other personnel provided by HFS becomes an employee of, or an
independent contractor to, NMC or any affiliated entity from the date of this agreement until one
year after the termination of the engagement, NMC will pay HFS a referral fee of $35,000 or
40% of the first year annual gross salary or professional fees NMC pays, whichever is greater.
The Operations Manager shall have no authority to bind NMC or to sign contracts on behalf of
NMC or the County of Monterey. The Operations Manager shall have no authority to hire, train,
terminate or otherwise discipline NMC personnel.
Rural Health Clinic Services:
HFS will assist with the change of ownership of a physician-owned Rural Health Clinic from the
physician to NMC. The tasks involved in this work are many, but the major phases are as
follows:
PHASE I Planning RHC Alternatives as needed)
PHASE II Determine Eligibility Requirements
Medically Underserved Area iMUA") or Health Professional Shortage Area
HPSA")
BIB]
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SIGNED BOARD REPORT AND SUPPO
�
*�Attachment A
Agreement # A-10169
Amendment #6
Page 3
Non-urbanized" rural) area
PHASE III Facility Site Review and Fair Market Valuation
PHASE IV Prepare Rural Health Clinic Application
PHASE V Prepare Completed Federal Application Requirements
PHASE VI Prepare Additional Applications as Necessary
PHASE VII Licensing and Certification
PHASE VIE Prepare Financial Proforma and Cost Report for PPS Rate Setting
During the course of the engagement, we will inform management as to our progress and have
meetings at the conclusion of major milestones. We would also be available to discuss our
progress at management or board meetings and by phone.
HFS will bill professional fees at a blended, discounted rate of $250 per hour, plus out-of-pocket
expenses at our cost. An additional $25,000 will be added to the agreement for these services.
BIB]
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SIGNED BOARD REPORT AND SUPPO
�
*�MONTEREY COUNTY BOARD OF SUPERVISORS
MEETING: March AGENDA NO.:
SUBJECT: Atftlro-ri the Purchasing Manager for Natividad Medical Center NMC)
to execute Amendment #5 to the Agreement A-10169) with Healthcare
Financial Services HFS) Consultants for Medical Record Scanning,
Coding, Abstracting, Healthcare Consulting and Interim Staffing Services
at NMC in an amount not to exceed $3,924,000 an increase of $904,000)
for the period March 1, 2010 and extending the term date to June 30,
2011.
DEPARTMENT: Natividad Medical Center
RECOMMENDATION:
It is recommended that the Board of Supervisors authorize the Purchasing Manager for Natividad
Medical Center NMC) to execute Amendment #5 to the Agreement A-10169) with Healthcare
Financial Services HFS) Consultants for Medical Record Scanning, Coding, Abstracting,
Healthcare Consulting and Interim Staffing Services at NMC in an amount not to exceed $3,924,000
an increase of $904,000) for the period March 1, 2010 and extending the term date to June 30, 2011.
SUMMARY/DISCUSSION:
Healthcare Financial Services, HFS) provides offsite-coding services using scanner and web-
enhanced technology ensuring accurate code assignment for hospital services. HFS provides
OSHPD correction services on a semi annual basis of inpatient data and quarterly correction of
outpatient data. HFS Consultants provides evaluation and management coding services for
Professional Fee Billing. HITS Consultants is compliant with all intermediary payment rules,
government and professional standards, as well as the Natividad Medical Center Compliance Plan.
Healthcare Financial Services is an industry leader in coding in a teaching setting and are also skilled
in compliance principles and provider education. HITS Consultants will provide onsite personnel as
required throughout the term of the contract. Contracting with IBS Consultants achieves two goals:
compliance in coding and streamlining the billing process. The recommendation is to approve the
Amendment and extend the term of the original Agreement through fiscal year 2010/2011 at the
previous annual amount of $604,000.
HFS also provides a wide variety of high quality healthcare consulting including interim staffing
services i.e. Chief Financial Services). As of March 5, 2010, NMC would be without a CFO as a
result of a resignation; therefore NMC is requesting an increase of $300,000 to the existing
agreement to cover the added interim CFO services until an appropriate candidate can be recruited
into the Hospital CFO position HFS has worked with NMC in the past to provide such services and
has assisted in the recruitment efforts as well. The interim CFO will be responsible for various
departments and oversight of hospital finances, but will have limited signing authority and direct
oversight by the CEO. The recommendation is to increase the existing Agreement by $300,000 as
NMC uses HFS for a variety of services, it is expected there will be the need of 6 months or roughly
$240,000 prior to hiring a full time CFO, leaving NMC 60K for other ad hoc work that might be
needed from HFS.
NMC is currently working with Quick Leonard Kiefer and has reopened the recruitment for the CFO
position.
OTHER AGENCY INVOLVEMENT:
The Amendment has been reviewed and approved by County Counsel, the Auditor/Controller's
office and the Natividad Medical Center Board of Trustees.
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SIGNED BOARD REPORT AND SUPPO
�
*�FINANCING:
The cost for this Amendment is $904,000: $300,000 is included in the approved FY 2009-10 Budget
and $604,000 will be included in the 2010-2011 Recommended Budget. The $300,000 for interim
staffing will be in majority offset by the Salary Wage and Benefit Savings of the permanent Hospital
Chief Financial Officer. This action will not require any additional Genepl Fund subsidy.
Prepared by:
Sid Cato, Management Analyst/Contracts
February 24, 2009
Attachments: Agreement, Amendment #5, Board Order
Harry Weis
Chief Executive Officer
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SIGNED BOARD REPORT AND SUPPO
�
*�17
Before the Board of Supervisors in and for the
County of Monterey, State of California
Agreement No: A 10169
Authorize the Purchasing Manager for Natividad Medical Center to execute
Amendment No 5 to the Agreement A-10169) with Healthcare Financial
Services HFS) Consultants for Medical Record Scanning, Coding, Abstracting,
Healthcare Consulting and Interim Staffing Services at NMC in an amount not to
exceed $3,924,000 an increase of $904,000) for the period March 1, 2010 and
extending the term date to June 30, 2011.
Upon motion of Supervisor Potter, seconded by Supervisor Parker, and carried by those
members present, the Board hereby:
Authorized the Purchasing Manager for Natividad Medical Center to execute Amendment No. 5
to the Agreement A-10169) with Healthcare Financial Services HFS) Consultants for Medical
Record Scanning, Coding, Abstracting, Healthcare Consulting and Interim Staffing Services at
NMC in an amount not to exceed $3,924,000 an increase of $904,000) for the period March 1,
2,010 and extending the term date to June 30, 2011.
PASSED AND ADOPTED this 6th day of April, 2010, by the following vote, to wit:
AXES: Supervisors Armenta, Calcagno, Salinas, Parker, Potter
NOES: None
ABSENT: None
1, Gail T. Borkowski, Clerk of the Board of Supervisors of the County of Monterey, State of California, hereby
certify that the foregoing is a true copy of an original order of said Board of Supervisors duly made and entered in
the minutes thereof of Minute Book 75 for the meeting on April 6, 2010.
Dated: April 6, 2010 Gail T. Borkowski, Clerk of the Board of Supervisors
County of Monterey, State of California
By 7.,, r
I Deputy
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SIGNED BOARD REPORT AND SUPPO
�*�Original Agreement No or PO#. A-10169)
RENEWAL AMENDMENT NO. 5
FOR PROFESSIONAL SERVICE AGREEMENT
BETWEEN Healthcare Financial Services HFS) Consultants AND
THE NATIVIDAD MEDICAL CENTER
FOR
Medical Record Scanning, Coding Abstracting, and Interim Staffing SERVICES
The parties to Professional Service Agreement, dated July 1, 2005 between the County of Monterey, on
behalf of Natividad Medical Center NMC"), and Healthcare Financial Services HFS) Consultants
Contractor), hereby agree to renew their Agreement No. A-10169) on the following amended terms
and conditions:
1. Contractor will continue to provide NMC with the same scope of service as stated in the original
Agreement No. A-10169). Additionally, the contractor will provide the services described on
Attachment A attached to this Amendment 45.
2. This Renewal Amendment shall become effective on March 1, 2010 and shall continue in full
force and extending the term date until June 30, 2011.
3. The total amount payable by County to Contractor under Agreement No. A-10169) shall not
exceed the total sum of $3,924,000 for the full tern of the Agreement and-$904,000--for fiscal year
2009-2010.
4. All other terms and conditions of the Agreement shall continue in full force and effect.
5. A copy of this Amendment shall be attached to the original Agreement No. A-10169).
IN WITNESS WHEREOF, the parties hereto are in agreement with this Amendment and
Professional Service Agreement on the basis set forth in this document and have executed this
amendment on the day and year set forth herein.
CONTRACTOR
Signature
Printed
NATIVIDAnr_AH AL CENTER
/ Purchas
g Manager
Signature Qi Cu
NMC CEO
Approved as to Legal Form:
Charles J. McKee, County Counsel
By
C'
E~
Sta y Saetta,17epu
Attorneys for County and NMC
Dated M4- 3 9, 24f A
Title VI/ PP5 &r
Dated
Dated l l tl f
$ions Dated: 3/1.~ 2010
Au itor-G rover s,6
County of onterey
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�*�505 1 urt t?nth Street, i iftl; fl nr krkiaeir}, CA 94E12 j 1 s 1 G.7f U.;7Uf n F 51C.768.OO4+4 t~nM~,#tfsczansufi r, cn n
Attachment A
Interim Chief Financial Officer Services
Agreement # A-10169
Amendment #5
i.iat:(5 a sru~tc ii IN It'a'chrvr
HFS Consultants HFS) will provide the services of Nancy Arata, Manager, an employee of
HFS, to fill the position of Interim Chief Financial Officer at Natividad Medical Center NMC).
Ms. Arata will assume the position beginning March 1, 2010. She will work under the direction
and supervision of NNIC's Chief Executive Officer who will provide the quality control and
oversight of her work. HFS will charge NMC a fixed fee of $39,000 per month.
This agreement is not intended to provide temporary-to-permanent" personnel. If Ms. Arata or
any other personnel provided by HFS becomes an employee of, or an independent contractor to,
NMC or any affiliated entity from the date of this agreement until one year after the termination
of the engagement, NMC will pay HFS a referral fee of $35,000 or 40% of the first year annual
gross salary or professional fees NMC pays, whichever is greater.
The Interim Chief Financial Officer shall have no authority to bind NMC or to sign contracts on
behalf of NMC or the County of Monterey. The Interim Chief Financial Officer shall have no
authority to hire, train, terminate or otherwise discipline NMC personnel.
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SIGNED BOARD REPORT AND SUPPO
�*�Original Agreement No or PO#. A-10169)
RENEWAL AMENDMENT NO. 4
FOR PROFESSIONAL SERVICE AGREEMENT
BETWEEN Healthcare Financial Services HFS) Consultants AND
THE NATIVIDAD MEDICAL CENTER
FOR
Medical Record Scanning, Coding Abstracting SERVICES
The parties to Professional Service Agreement, dated July 1, 2005 between the County of Monterey, on
behalf of Natividad Medical Center NMC"), and HFS Consultants Contractor), hereby agree to renew
their Agreement No. A-10169) on the following amended terms and conditions:
1. Contractor will provide NMC with the scope of service as stated in Attachment A of this
Amendment #4.
2. This Renewal Amendment shall become effective on July 1, 2009 and shall continue in full force
and extending the term date until June 30, 2010.
3. The total amount payable by County to Contractor under Agreement No. A-10169) shall not
exceed the total sum of $3,020,000 for the full term of the Agreement and 604,000 for fiscal year
2009-2010.
4. All other terms and conditions of the Agreement shall continue in full force and effect.
5. A copy of this Amendment shall be attached to the original Agreement No. A-10169).
IN WITNESS WHEREOF, the parties hereto are in agreement with this Amendment and
Professional Service Agreement on the basis set forth in this document and have executed this
amendment on the day and year set forth herein.
CON
Signature
Printed Name
NATIVIDAIl IE-"L CENTER
Purchasing Manager
Signature
NMC CEO
1 Form:
illiam Litt
i
Attorneys for County and NMC
A AS to
evie"
Dated
Dated
Dated: y // 2009
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EXHIBIT A
REVISED 3-27-09
HFS Consultants
Coding and Consulting Services from 7-1-2009 6-30-2011
Contractor agrees to provide the following services to Natividad Medical Center County of
Monterey:
A.1 Hospital HIM Coding Services
A. 1,a HIM Coding with Scanning
The workload includes inpatient discharges, outpatient surgeries, and ED visits.
Inpatient Discharges Coding ICD-9-CM diagnosis and procedure coding and abstracting
elements $23/record
Outpatient Surgery ICD-9-CM diagnosis coding, CPT surgical coding and abstracting
$12/per surgical patient
ER ICD-9-CM diagnosis coding and CPT surgical coding and OSHPD abstracting
$7.50/per visit
A.1.b HIM Coding without Scanning
The workload includes inpatient discharges, outpatient surgeries, and ED visits.
Inpatient Discharges Coding ICD-9-CM diagnosis and procedure coding and abstracting
elements $19/patient
Outpatient Surgery ICD-9-CM diagnosis coding, CPT surgical coding and abstracting
$11 /per s urgi cal patient
ER ICD-9-CM diagnosis coding, CPT surgical coding and OSHPD abstracting $6.50/per
visit
A.1.c HIM Consulting Hourly Rate See A-3)*
Proposed Hourly Rate for Consulting and/or Education would be 20% discount of standard
billing rates for HFS excluding out-of-pocket/travel expenses.
On-site Documentation Imaging Technician to scan records to be coded for the off-site coding
program. Coding turn-around will be 48 72 hours with a 95% accuracy rate.
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�*�A.2 Professional Service Coding
A.2. a Professional Service Coding
1. 10% minimum sample may be increased by Natividad Medical Center leadership
based on findings) of already scanned inpatient and OP Surgery records for physician
professional services of those physicians identified by NMC. A spreadsheet will be
submitted to NMC monthly. The charge will be $6.60 per service line coded and/or
verified, plus additional line including up to 4 diagnosis codes. See
Definitions/Procedures exhibit on page 4.)
a. All service lines coded and/or verified
b. ICD-9-CM codes
2. HFS will be available for consultation related to Professional Service coding.
Initially it is estimated there will be 2 6 hours per month spent in defining the
sample, the list of physicians for the sample, follow-up questions and results of
review sample. There is estimated to be at least one to two hours per month at 20%
discount of standard billing rates for HFS for feedback and communication between
NMC professional coding service staff and HFS.
A.2.b Professional Service Retrospective Audit
Retrospective audit of professional service encounters as requested by Natividad Medical
Center at $135 per hour.
a. Sample based on encounters or CMS 1500 forms submitted for a designated time
period and designated number of physicians
b. Full F/M & ICD-9-CM review
c. Compare with CMS 1500 and Remittance Advice
d. Prepare a report of findings
e. Present graphs and financial impact
f. Prepare material and conduct an educational session*
Natividad Medical Center 2
3-27-09
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�*�A.3 HFS Consulting Service
Perform consulting services in one of the following service areas provided by HFS Consultants.*
The cost would be 20% discount of standard billing rates for HFS,
Our areas of demonstrated expertise in the health care industry include:
1. Health Information Management/Medical Records Services
2. Charge Description Master CD.M) Services
3. Performance Improvement Services
4. Clinical Operations Assessments
5. Compliance Assessment and Planning
6. Quality Improvement Services using CMS and JCAHO standards
7. Merger, Acquisition, and Financing Transactions
8. Acute Care Facility Financing
9. Accounting and Financial Statement Preparation
10. Cost Control & Productivity Management
11. Reimbursement Services
12. Managed Care and Rate Analysis
13. DSH Reimbursement Analysis
14. Revenue Cycle Analysis
15. Healthcare Materials Management Consulting including Non-Labor Expense
Reduction Programs
16. Strategic Business Planning including Board Education Programs
17. Interim Staffing
18. Executive Recruiting
19. Market and Financial Feasibility Studies
20. New Product Development and CCRC and RCFE Licensing Assistance
21. Senior Living Industries including IL, ALF, Skilled Nursing Facility, and CCRC
Analysis
22. Rural Health Clinic and FQHC Studies
23. HPSA/MUA Designation Research and Preparation
24. Medical Group Services Including Practice and Due Diligence Evaluations
25. Rehabilitation Management Services
*On-site to include travel costs consistent with County of Monterey Policy.
Natividad Medical Center 3
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�*�Definitions/Procedures
Procedure for completing the 10% coding sample.
1. Contact NMC Professional service staff to define the 10% sample of inpatient and
outpatient surgery cases monthly from scanned inpatient records, The sample
will be selected on a mutually agreed to plan.
2. A service line coded or verified is a complete review of a physician service to
determine if an E/M code or other physician CPT service code can be applied and
the level of the E/M service or other physician CPT service as appropriate based
upon the documentation.
3. The HFS professional service coding staff will complete a spreadsheet with a
mutually agreed identification information, E/M code assigned or not, other CPT
codes as appropriate and diagnosis codes to link,
4, HIPS professional service coding staff will submit the spreadsheet to NMC
professional service staff.
5. A conference call about any identified differences will take place within one week
of submission of the spreadsheet.
6. Billing will occur once per month and is based on the spreadsheet including E/M
codes applied other CPT codes and up to 4 diagnosis codes per line item,
Natividad Medical Center 4
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7-U07
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THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/17/2011-U011
AGREEMENT-U012
A-10169)-U012
HFS-U012
CONSULTANTS-U012
MEDICAL-U012
RECORDS-U012
CODING-U012
&-U012
SCANNING,-U012
CRITICAL-U012
HEALTHCARE-U012
STRATEGIC-U012
PLANNING-U012
PRODUCTIVITY-U012
&-U012
OPERATIONS-U012
ANALYSIS-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$5,354,000-U012
IN-U012
THE-U012
AGGREGATE-U012
$1,020,000-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012.-U012
SIGNED BOARD REPORT AND SUPPO
�*�Complete Solutions for Healthcare Management
e, 0S Fourte nfl'i Street, Fifth Flonr I' Oakland, CA 94612 I T 510.76a.OOF6 1 F 510.7t55J)044 hfstoiisultanfs.com
March 24, 2010
Mr. Harry Weis
Chief Executive Officer
Natividad Medical Center
1441 Constitution Boulevard
Salinas, CA 93912
RE: PROPOSAL TO PROVIDE PRODUCTIVITY BENCHMARKING CONSULTING SERVICES
Dear Harry,
Thank you for giving HFS Consultants HFS" or Company") this opportunity to
continue to provide consulting services for Natividad Medical Center NMC"). This
engagement letter is the result of discussions with you regarding the need to develop
labor benchmarks for the key remaining departments at NMC that were not covered
under the original project scope. We will conduct work, as identified under the prior
agreement, to cover the remaining major departments at NMC as, follows:
o Surgery and Recovery
o Cardiology Services
o Cardiac Cath Lab
o Laboratory-Clinical
o Laboratory-Pathology
o Radiology-Diagnostic/CT/MRI/Nuclear Medicine
o Ultrasound
o Physical Therapy
o Occupational Therapy
o Speech Therapy
o Respiratory Therapy
o Dietary Services
o Laundry & Linen
o Medical Records
o Nursing Administration
o Security and Grounds
1
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SIGNED BOARD REPORT AND SUPPO
�*�Mr. Harry Weis
Chief Executive Officer
March 24, 2010
Page 2 of 6
In addition, there may be a number of smaller departments not identified in the above list
that we will benchmark also. The results will be a complete analysis of productive hours
per unit of service for all departments, with several being viewed using multiple units of
counts e.g. square footage vs. adjusted patient days). The team will continue to consist
of David Kim and Rich Parsons, supported by Nancy Arata and Carroll Hope.
PROFESSIONAL FEES AND EXPENSES
We will bill for professional fees based on hourly rates for a mix of HFS personnel. For
this program, our 2009/2010 billing rate structure is as follows:
Staff Level Hourly Rate
Principal $325
Manager $225
Senior Consultant $175
Consultant $150
Administrative $100
Since it is difficult to anticipate the actual time needed, we cannot quote a fixed fee for
this engagement. The most important variables are the ultimate scope of the program,
our ability to utilize less expensive personnel depending on the complexity of services
being sought, the pace of the project related to scheduling and communications, and our
ability to access appropriate data in a timely manner.
However, given what we know, we have estimated the cost of this program to be
$52,100. This is an approximation only, and we will bill for actual time spent working
on the engagement either on or offsite, To help the client manage total expense, we will
make every effort to communicate what we are doing so that you can assess your needs
and avoid unnecessary fees.
Estimated Hours and Professional Fees
LABOR PRODUCTIVITY BENCHMARKING PROGRAM PART II
Principal Manager Sr. Consultant Consultant Admin. Total
Hourly rate $325 $225 $175 $150 $100
Hours 32 180 0 0 12
Fees $10,400 $40,500 $0 $0 $1,200 $52,100
BIB]
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SIGNED BOARD REPORT AND SUPPO
�*�Mr. Harry Weis
Chief Executive Officer
March 24, 2010
Page 3 of 6
Please note that we will continue to honor the 10% discount of our hourly fees from the
listed rates above. The discount will be taken at time of invoicing. Under this special
arraignment, we expect total fees of approximately $46,890.
In addition to professional fees, we will bill for out-of-pocket expenses we incur such as
travel, meals, hotel, car mileage, postage, copies, and faxes. Mileage will be billed at the
current rate established by the Internal Revenue Service, which for 2010 is $0.50 per
mile. Travel time will be billed at 50% of hourly professional fees. Our invoices will be
submitted monthly for the hours worked and travel expenses incurred on the engagement.
We are prepared to initiate this engagement without delay. In order to begin the program,
it is necessary that you sign this engagement letter. Upon your approval of our proposal
and the execution of agreement, we will begin this program immediately upon
notification to proceed.
Assuming we can begin this program in March 2010, we estimate that the greater part of
this program will be completed by the end of May 2010.
We intend to honor the fees, timelines, terms and conditions of this proposal for a period
of not more than 45 days from the date of this agreement.
1. STANDARD TERMS AND CONDITIONS
1. Independent Contractor. HPS shall be deemed at all times to be an independent
contractor. Nothing in this agreement shall be construed as creating an employment
relationship between the client and HFS. Any terms in this agreement referring to
direction from the client shall be construed as providing for direction as to policy and the
result of HFS' work only, and not to the means by which such a result is obtained.
2. At Alift. The client and HFS shall each have the option to terminate this agreement at
any time without cause given 30 days advance notice. Either party may exercise this
option by giving the other party written notice of termination by US mail, facsimile or
overnight delivery service. The notice shall specify the data on which termination shall
become effective with a minimum of 30 calendar days after receipt of the notice of
termination.
BIB]
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AT-U012
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IN-U012
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TO-U012
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SIGNED BOARD REPORT AND SUPPO
�*�Mr. Harry Weis
Chief Executive Officer
March 24, 2010
Page 4 of 6
3. Collection Costs. The client shall be responsible for any expenses including
attorneys' fees and court costs) incurred by HFS in collecting its fees or expenses billed
pursuant to this contract, whether or not legal action is instituted.
4. Arbitration. The parties agree that any dispute arising in connection with this
Agreement shall be resolved by arbitration conducted in Alameda County, California in
accordance with the commercial arbitration rules of the American Arbitration
Association. The prevailing party in such arbitration shall be entitled to an award of
reasonable attorneys' fees and costs of arbitration.
5. Hiring of IIFS Personnel. If any personnel provided by HFS becomes an employee
of, or an independent contractor to the client or any affiliated entity from the date of this
letter until one year after the termination of the engagement, the client will pay HFS a
referral fee of $35,000 or 40% of the first year annual gross salary or professional fees
the client pays, whichever is greater.
6. Interest. Bills for professional fees and expenses are payable within 30 days of receipt
by the client. All amounts unpaid after 90 days shall accrue interest at the rate of 1.5%
per month 18% per year) from the date of the invoice.
7. Indemnification from Costs of Subpoenas. Any services we perform at the client's
request or are compelled to perform relating to any subpoena, summons or other legally-
binding demand e.g., serving as a witness or providing documents in an investigation)
will be billed at our standard hourly rates plus expenses including, where applicable, any
attorney fees and expenses.
8. HIPAA. F1FS shall abide by all laws, regulations and directives of the Health
Insurance Portability and Accountability Act of 1996 HIPAA) as it pertains to services
performed by HFS and information received by HFS from the client pursuant to this
agreement. Since UPS may, in the course of performing services under this agreement,
receive protected health information from client, BPS will be deemed a Business
Associate of the client. HFS will sign and execute a Business Associate agreement with
the client and will conform thereto.
BIB]
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THE-U012
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SIGNED BOARD REPORT AND SUPPO
�*�Mr. Harry Weis
Chief Executive Officer
March 24, 2010
Page 5 of 6
9. Intellectual Property. Any and all forms, reports, designs, training presentations and
other materials prepared by IFS Consultants for the client shall be used by the client
only for its own internal uses and shall not be divulged to any other party without written
consent of HFS. HFS reserves all other rights and interests in these materials.
10, General Provisions. This Agreement constitutes the entire understanding of the
parties with regard to the subject matter hereof, and supersedes all prior and
contemporaneous agreements and understandings. This Agreement may only be
amended by a written agreement signed by both parties. This Agreement shall be binding
on, and inure to the benefit of, the parties and their successors and assignees, This
Agreement may be executed in counterparts, by signatures transmitted by telecopier, each
of which shall be deemed an original, and which together shall constitute one and the
same agreement. California law without regard to conflicts of law) shall govern the
interpretation and enforcement of the Agreement. This Agreement has been approved by
the client's governing body, and is signed by a duly authorized officer.
Mr. Weis, please sign your approval below in the designated space. Return one copy to
HFS Consultants and keep one for your records, We appreciate this opportunity to serve
your needs, and look forward to working with you on this important and challenging
assignment.
Sincerely,
HFS CONSULTANTS
ichard J. Parsdns
Vice President / Principal
Management and Operations Group
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SIGNED BOARD REPORT AND SUPPO
�*�Mr. Harry Weis
Chief Executive Officer
March 24, 2010
Page 6 of 6
Accepted for Natividad Medical Center:
Name:
Mr. Harry Weis
Date: a I LLri
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SIGNED BOARD REPORT AND SUPPO
�*�Original Agreement No. 10169)
RENEWAL AMENDMENT NO. 3
FOR PROFESSIONAL SERVICE AGREEMENT
BETWEEN HFS Consultants AND
THE COUNTY OF MONTEREY
FOR
Medical Record Scanning, Coding, Abastacting and OSHPD Correction SERVICES
The parties to Professional Service Agreement, dated September 20, 2005 between the County of
Monterey, on behalf of Natividad Medical Center NMC"), and HFS Consultants Contractor), hereby
agree to renew their Agreement No. 10169) on the following amended terms and conditions:
1. Contractor will continue to provide NMC with the same scope of service as stated in the original
Agreement No. 10169).
2. This Renewal Amendment shall become effective on July 1, 2008 and shall continue in full force
and extending the term date until June 30, 2009.
3. The total amount payable by County to Contractor under Agreement No. 10169) shall not exceed
the total sum of $2,416,000 for the full term of the Agreement; and $604,000 for fiscal year 2008-
2009.
4. All other terms and conditions of the Agreement shall continue in full force and effect.
5. A copy of this Amendment shall be attached to the original Agreement No. 10169).
IN WITNESS WHEREOF, the parties hereto are in agreement with this Amendment and
Professional Service Agreement on the basis set forth in this document and have executed this
amendment on the day and year set forth herein.
Y OF MONT
Dated
Dated
Dated
v/
tfe,r~idtive~ D~ aty /GL /~j" Q
Attorneys for County and NMC Dated: 200/9
497
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&-U012
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STRATEGIC-U012
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&-U012
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SERVICES-U012
AT-U012
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THE-U012
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1,-U012
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SIGNED BOARD REPORT AND SUPPO
� *�Original Agreement No. 10169)
RENEWAL AMENDMENT NO. 2
FOR PROFESSIONAL SERVICE AGREEMENT
BETWEEN HEALTHCARE FINANCIAL SERVICES HFS) CONSULTANTS
AND THE COUNTY OF MONTEREY
FOR
MEDICAL RECORD SCANNING, CODING, ABSTRACTING AND OSHPD CORRECTION SERVICES
The parties to Professional Service Agreement, dated September 20, 2005 between the County of
Monterey, on behalf of Natividad Medical Center NMC"), and HFS Contractor), hereby agree to
renew their Agreement No. 10169 on the following amended terms and conditions:
1. Contractor will continue to provide NMC with the same scope of service as stated in the original
Agreement No. 10169. This Renewal Amendment shall become effective on July 1, 2007, and
shall continue in full force and effect until June 30, 2008.
4. The total amount payable by County to Contractor under Agreement No.10169 shall not exceed
the total sum of $1,812,000.
5. All other terms and conditions of the Agreement shall continue in full force and effect.
6. A copy of this Amendment shall be attached to the original Agreement No.10169
IN WITNESS WHEREOF, the parties hereto are in agreement with this Amendment and
Professional Service Agreement on the basis set forth in this document and have executed this
amendment on the day and year set forth herein.
CONTRACTOR
Signature
Printed Name
s to f
Dated
Title dAr_, p
77
Approved as to Legal Form:
Cha les J. McKee, County Counsel
By
0 jurtq
W. Allen Bidwell, Deputy
Attorneys for County and NMC
Dated
Dated:.,farre'ti Z-(
200"'
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PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
7-U07
TO-U07
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/17/2011-U011
AGREEMENT-U012
A-10169)-U012
HFS-U012
CONSULTANTS-U012
MEDICAL-U012
RECORDS-U012
CODING-U012
&-U012
SCANNING,-U012
CRITICAL-U012
HEALTHCARE-U012
STRATEGIC-U012
PLANNING-U012
PRODUCTIVITY-U012
&-U012
OPERATIONS-U012
ANALYSIS-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$5,354,000-U012
IN-U012
THE-U012
AGGREGATE-U012
$1,020,000-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012.-U012
SIGNED BOARD REPORT AND SUPPO
� *�I
0125.000
Before the Board of Supervisors in and for the
County of Monterey, State of California
Agreement No. A-10169
a. Authorize the Purchasing Manager for Monterey
County to execute Amendment No.1 with Healthcare
Financial Services Consultants, extending the original
Agreement No. 10169) for the period of July 1, 2006
through June 30, 2007 in an amount not to exceed
$1,208,000 for Natividad Medical Center medical
record scanning, coding, abstracting and Office of
Statewide Health Planning and Development OSHPD)
correction services.
b. Authorize the Purchasing Manager to issue a Purchase
Order in an amount not to exceed $604,000 to
Healthcare Financial Services Consultants for FY
2006-07
Upon motion of Supervisor Calca ng~o seconded by Supervisor Lindley and carried by those
members present, effective July 18, 2006, the Board hereby:
a. Authorizes the Purchasing Manager for Monterey County to execute Amendment No. I with
Healthcare Financial Services Consultants, extending the original Agreement No. 10169) for
the period of July 1, 2006 through June 30, 2007 in an amount not to exceed $1,208,000 for
Natividad Medical Center medical record scanning, coding, abstracting and Office of
Statewide Health Planning and Development OSHPD) correction services.
b. Authorizes the Purchasing Manager to issue a Purchase Order in an amount not to exceed
$604,000 to Healthcare Financial Services Consultants for FY 2006-07.
PASSED AND ADOPTED on this 18th day of July 2006, by the following vote, to wit:
AYES: Supervisors Calcagno, Lindley, and Smith
NOES: None
ABSENT: Supervisors Armenta and Potter
1, Lew C. Bauman, 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 Minute Book 73 on July 18, 2006
Dated: July 21, 2006
Lew C. Bauman, Cleric of the Board of Supervisors,
County of Monterey, State of California
By
BIB]
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SIGNED-U02
BOARD-U02
REPORT-U02
SUPPORTING-U02
DOCS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
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DO104206-U03
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16741-U05
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THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/17/2011-U011
AGREEMENT-U012
A-10169)-U012
HFS-U012
CONSULTANTS-U012
MEDICAL-U012
RECORDS-U012
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HEALTHCARE-U012
STRATEGIC-U012
PLANNING-U012
PRODUCTIVITY-U012
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OPERATIONS-U012
ANALYSIS-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
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IN-U012
THE-U012
AGGREGATE-U012
$1,020,000-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012.-U012
SIGNED BOARD REPORT AND SUPPO
� *�Agreement No. 10169
Before the Board.of Supervisors in and for the
County of Monterey, State of California
Approved and authorized the Purchasing Manager for
Monterey County to sign an agreement with'
Healthcare Financial Services Consultants for
Natividad Medical Center medical record scanning,
coding and abstracting and OSHPD correction services
for $604,000 through fiscal year 2005-06
Upon motion of. Supervisor Arnenta seconded by Supervisor caicagno
and carried by those members present, effective June 7, 2005 the Board hereby approved and
authorize the Purchasing Manager for Monterey County to sign an agreement with Healthcare
Financial. Services Consultants for Natividad Medical Center medical record scanning, coding
and abstracting and OSHPD correction services for $604,000 through fiscal year 2005-06.
PASSED AND ADOPTED this 7th day of June 2005, by the following vote, to wit:
AYES: Supervisors Armenta, Calcagno, Lindley, Potter
NOES: None
ABSENT: Supervisor Smith
I, Lew C. Bauman, 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 at page of the Minute Book
72 1 on June 7 2005.
Dated; June 16, 2005
Lew C. Bauman, Clerk of the Board of Supervisors,
County of Monterey, State of California.
By
Deputy
BIB]
40740-U01
SIGNED-U02
BOARD-U02
REPORT-U02
SUPPORTING-U02
DOCS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99967-U03
AI103216-U03
DO104206-U03
C10-U03
BOARD-U03
REPORTS-U03
7/15/2011-U04
MARCELLAC-U04
16741-U05
5-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
7-U07
TO-U07
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/17/2011-U011
AGREEMENT-U012
A-10169)-U012
HFS-U012
CONSULTANTS-U012
MEDICAL-U012
RECORDS-U012
CODING-U012
&-U012
SCANNING,-U012
CRITICAL-U012
HEALTHCARE-U012
STRATEGIC-U012
PLANNING-U012
PRODUCTIVITY-U012
&-U012
OPERATIONS-U012
ANALYSIS-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$5,354,000-U012
IN-U012
THE-U012
AGGREGATE-U012
$1,020,000-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012.-U012
SIGNED BOARD REPORT AND SUPPO
� *�Ortgtnal Agreenserst No, X 0T 69)
RENEWAL AM +NDMENT NO. I
FOR. PItO VESSIONAL SERVICE AGREEMENT
BETWEEN RRALTPICARY, FINANCIAL SERVICES CONSULTANTS &FS)
AND LBE COUNTY OF MONTEREY
FOR
YMDTCAL 12]3 COXXD�SCA=Q, CODING, ABSTRACTING AND 09H1'D CORRECTION S]LRVICLS
The parties to Professional Service Agreement, dated September 20, 2005 between the County of
Monterey, on behalf of Natividad Medical Center NMC"), and HFS Contractor), hereby agree to
renew their Agreement No. 10169 on the following amended terms and oonditions,
1. Contractor will continue to provide NMC with the same scope of service as stated in the original
Agreement No, 10169. This Renewal Amendment shall become effective on July 1, 2006, and
shall continue in full force and' effect until Juno 30, 2007,
4. The total amount payable by County to Contractor under Agreement No, 10169 shall not exceed
the total sum of $604,000.
5, All other terms and conditions of the Agreement shall continue in full force and effect,
6. A copy of this Amendment shall be attached to the original Agreement No,10169
IN WITNESS WHEREOF, the parties hereto Are in agreement with this Amendment and
Professional Service Agreement on the basis set forth in this document and have executed this
ameiidment on the day and year set forth herein,
CtYNW ACTOR
SigrtetuE'e
Prdnted Ncrn Zr l EpWQ
COUNTY-OF MONTEREY
baked 2
stgnaFure Dated
Purchasing Manager
Siglsature
NMC-CEO
Approvedas to Legal Form:
Chad
Y
W, Allen sidwoll, Deputy
Attorneys for County and NMC
Dated
Dated: June 2 0, 2006
BIB]
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SIGNED-U02
BOARD-U02
REPORT-U02
SUPPORTING-U02
DOCS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99967-U03
AI103216-U03
DO104206-U03
C10-U03
BOARD-U03
REPORTS-U03
7/15/2011-U04
MARCELLAC-U04
16741-U05
5-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
7-U07
TO-U07
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/17/2011-U011
AGREEMENT-U012
A-10169)-U012
HFS-U012
CONSULTANTS-U012
MEDICAL-U012
RECORDS-U012
CODING-U012
&-U012
SCANNING,-U012
CRITICAL-U012
HEALTHCARE-U012
STRATEGIC-U012
PLANNING-U012
PRODUCTIVITY-U012
&-U012
OPERATIONS-U012
ANALYSIS-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$5,354,000-U012
IN-U012
THE-U012
AGGREGATE-U012
$1,020,000-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012.-U012
SIGNED BOARD REPORT AND SUPPO
� *�COUNTY OF MONTERE7 AGREEMENT 1+OR PROFESSIONAL SERVICES
MORE THAN $25,000)
This Professional Services Agreement Agreement") is made by and between the County of Monterey, a
political subdivision of the State of California hereinafter County") and HFS Consultants
hereinafter CONTRACTOR").
In consideration of the mutual covenants and conditions set forth In this Agreement, the parties agree as
follows:
1. SERVICES TO BE PROVIDED. The County hereby engages CONTRACTOR to perform, and
CONTRACTOR hereby agrees to perform, the services described in ExhibitA In conformity with the terms of
this Agreement. The services are generally described as follows:
Provide' Medical Records coding, scanning and abstracting and OSHI'I) correction services
2. PAYMENTS BY COUNTY. County shall pay the CONTRACTOR in accordance with the payment
provisions set forth in Exhibit A, subject to the limitations set forth in this Agreement, The total amount
payable by County to CONTRACTOR under this Agreement shall not exceed the sum off 604,000.00
3. TERM OF AGREEM NT. The term of this Agreement is from July 1, 2005 to
rune 30, 2006 unless sooner terminated pursuant to the terms of this Agreement. This
Agreement is of no force or effect mtll signed by both CONTRACTOR and County and with County signing
last, and CONTRACTOR may not commence work before County signs this Agreement.
4. ADDITIONAL PROVISIONS/F,=ITS, The following attached exhibits are incorporated herein by
reference and constitute a part of this Agreement:
Exhibit A Scope of Services/Payment Provisions
jUlS1 SS bGIG~~
SLI(r1 2 c- C.a-~
5. PERFORMANCE STANDARDS.
5,01. CONTRACTOR wa;Tarats that CONTRACTOR and CONTRACTOR's agents, employees, and
subcontractors performing services under this Agreement are specially trained, experienced, competent, and
appropriately-licensed to per-Corm-the work_anc~delixe ha sersi e stpder this Ab eement,
5.02, CONTRA.CTOSR, its agents, employees, and subcontractors shall perform all work in a safe and
skillful manner and in compliance with all applicable laws and regulations. All work performed under this
Agreement that is required by law to be performed or supervised by licensed personnel shall be performed in
accordance with such licensing requirements.
5,03. CONTRACTOR shall furnish, at its own expense, all materials, equipment, and personnel necessary
to carry out the terms of this Agreement, except as otherwise specified in this Agreement. CONTRACTOR
03-CIP650 05/04 1 of7 ProlectTb
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SIGNED-U02
BOARD-U02
REPORT-U02
SUPPORTING-U02
DOCS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99967-U03
AI103216-U03
DO104206-U03
C10-U03
BOARD-U03
REPORTS-U03
7/15/2011-U04
MARCELLAC-U04
16741-U05
5-U06
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MAEGAN-U09
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A-10169)-U012
HFS-U012
CONSULTANTS-U012
MEDICAL-U012
RECORDS-U012
CODING-U012
&-U012
SCANNING,-U012
CRITICAL-U012
HEALTHCARE-U012
STRATEGIC-U012
PLANNING-U012
PRODUCTIVITY-U012
&-U012
OPERATIONS-U012
ANALYSIS-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$5,354,000-U012
IN-U012
THE-U012
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$1,020,000-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
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SIGNED BOARD REPORT AND SUPPO
�!*�1
shall not use County premises, property including equipment, instruments, or supplies) or personnel for any
purpose) other than in the performance of its obligations under this Agreement.
6. PAYMENT CONDITIONS.
6.01. CONTRACTOR shall submit to the Contract Administrator an invoice on a form acceptable to
County. If not otherwise specified, the CONTRACTOR may submit such invoice periodically or at the
completion of services, but in any event, not later than 30 days after completion of services. The Invoice shall
set forth the amounts claimed by CONTRACTOR for the previous period, together with an itemized basis for
the amounts claimed, and such other information pertinent to the invoice as the County may require), The
Contract Administrator or his or her designee shall certify the invoice, either in the requested amount or in such
other emount as the County approves in conformity with this Agreement, and shall promptly submit such
invoice to the County Auditor-Controller for payment. The County Auditor-Controller shall pay the amount
certified within 30 days of receiving the certif'ied invoice,
6.62. CONTRACTOR shall not receive reimbursement for travel expenses unless set forth in this
Agreement,
7. TERMIN-ATION.
7.01. During the term of this Agreement, the County may terminate the Agreement for any reason by
giving written notice of termination to the CONTRACTOR at least thirty 30) days prior to the effective. date of
tennination, Such notice shall set forth the effective date of termination. In the event of such terxnixidttoni;the
amount payable under this Agreement shall be reduced in proportion to the services provided prior to the data of
termination.
7.02. The County may cancel and terminate this Agreement for good cause effective inunedietely upon
written notice to CONTRACTOR, Good cause" includes the failure of CONTRACTOR to perform, the
required services at the time and in the manner provided under this Agreement. If County terminates this
Agreement for good cause, the County may be relieved of the payment of any consideration to
CONTRACTOR, and the County may proceed With the work In any manner which County deems proper. The
cost to the County shall be deducted from any sum due the CONTRACTOR under this Agreement.
8. INDEMXtFTCATION. CONTRACTOR shall Indemnify, defend, and hold harmless the 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 tb any person, firm, or corporation for damage, Injury, br death
arising out.of or ccunected with the CONTRACTQR's performance of this Agreement, unless such claims,
liabilities, or losses arise out of the sole negligence or willful misconduct of the County. CONTRACTOR's
performance" includes CONTRACTOR's action or inaction acrd the action or inaction of CONTRACTOR's
o' eers a Imes; agents-and-subeontraotors
9. INSURANCE.
9.01. Insurance Coverage Requirements; Without limiting CONTRACTOR's duty to indemnity,
CONTRACTOR shall Maintain in effect throughout the term of this Agreement a policy or policies of insurahee
with the following minimum limits of liability:
GS-C/P650 05/04 2of7 proJectD
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40740-U01
SIGNED-U02
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FO96183-U03
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DO104206-U03
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MEDICAL-U012
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CODING-U012
&-U012
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STRATEGIC-U012
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&-U012
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ANALYSIS-U012
SERVICES-U012
AT-U012
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IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$5,354,000-U012
IN-U012
THE-U012
AGGREGATE-U012
$1,020,000-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
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JUNE-U012
30,-U012
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SIGNED BOARD REPORT AND SUPPO
�"*�Commercial general liability insurance including but riot limited to premises and operations, including
coverage for Bodily Injury and Property Damage, Personal Injury, Contractual Liability, Broadfor n Property
Damage, Independent Contractors, Products and Completed Operations, with a oomi fined single limit for Bodily
Injury and Property Damage of not less than $1,D00,000 per occurrence.
Exemption/Modifoatlon Justification attached; subject to approval).
Business automobile liability insurance, covering all motor vehicles, including owned, leased, non-owned, and
hired vehicles, used in providing services under this Agreement, with a combined single limit for Bodily Injury
and Property Damage of not less than $1,000,000 per occurrence.
Exemption/Modi$cation Justification attached; subject to approval).
Workers' Compensation Insurance, if CONTRACTORR employs others in the performance of this Agreement, in
accordance with California Labor Code section 3700 and with Employer's Liability limits not less than
$1,000,000 each person, $1,000,000 each accident and $1,000,00D each disease,
Exemption/Modification Justification attached; subject to approval).
Professional liability insurance, if required for the professional services being provided, in the amount of not
less than $1,000,000 per claim and $2,000,000 in the aggregate, to cover liability for malpractice or errors or
omissions made in the course of rendering professional services, If professional liability insurance is written on
a claims-made" basis rather than an occurrence basis, the CONTRACTOR shall, upon the expiration or earlier
termination of this Agreement, obtain extended reporting coverage tail coverage") with the same liability
limits,,. ny such tail coverage shall continue for at least hree years foil GVPg the' e piration or earlier
on of this Agreement,
ExemptiohlModification Justification attached; subject to approval).
i
9,02. per Insurance Requirements, All insurance required by this-Agreement shall ba with a company
acceptable to the County and issued and executed by an admitted insurer authorized to transact Insurance
business in the State of California. Unless otherwise sliecifgd by this Agreement, all such insurance shall be
written on an occurrence basis, or, if the policy is not written on an occurrence basis, such policy with the
coverage required herein shall continue in effect for a period of three years following the date CONTRACTOR
completes its performance of services under this Agreement.
Each liability policy shall provide that the County shall be given notice in writing at least thirty days in
advance of any endorsed reduction in coverage or limit, cancellation, or intended non-renewal thereof. Each
policy shall provide coverage for Contractor and additional insureds with respect to claims arising from each
subcontractor, if any, performing work under this Agreement, or be accompanied by a certifloate 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
ounty_ of Monterey, its officers, agents, and employees as Additional Insureds and shall further provide that
such insurance is primary insurance to any insurance or self-in i'at a raintained by ixae Goynty and that tha-
insurance of the Additional Insureds shall not be called upon to contribute to a loss covered by the
CONTRACTOR's insurance.
Prior to the execution of this Agreement by the County, CONTRACTOR shall file certificates of insurance
with the County's contract administrator and County's Contragts/Purohasing Division, showing that the
CONTRACTOR has In effect the insurance required by this Agreement, The CONTRACTOR shall file a now
or amended certificate of insurance within five, calendar days after any change is made in any insurance policy
which would alter the informatiqp op the certificate then on file, Acceptance or approval of insurance shall in
GS-C/P650 05/04 3 of 7 Project ID
BIB]
40740-U01
SIGNED-U02
BOARD-U02
REPORT-U02
SUPPORTING-U02
DOCS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99967-U03
AI103216-U03
DO104206-U03
C10-U03
BOARD-U03
REPORTS-U03
7/15/2011-U04
MARCELLAC-U04
16741-U05
5-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
7-U07
TO-U07
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/17/2011-U011
AGREEMENT-U012
A-10169)-U012
HFS-U012
CONSULTANTS-U012
MEDICAL-U012
RECORDS-U012
CODING-U012
&-U012
SCANNING,-U012
CRITICAL-U012
HEALTHCARE-U012
STRATEGIC-U012
PLANNING-U012
PRODUCTIVITY-U012
&-U012
OPERATIONS-U012
ANALYSIS-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$5,354,000-U012
IN-U012
THE-U012
AGGREGATE-U012
$1,020,000-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012.-U012
SIGNED BOARD REPORT AND SUPPO
�#*�no way modify or change the indemnification clause in this Agreement, which shall continue in full force and
effect.
CONTRACTOR shall at all times during the term. of this Agreement maintain in force the insurance
coverage required under this Agreement and shall send, without demand by County, annual certificates to
County's Contract Administtttor and County's Contracts/Puroliasing Division. If the certificate.is not received
by the expiration date, County shall notify CONTRACTOR and CONTRACTOR shall have five calendar days
to send in the certificate, evidencing no lapse in coverage during the interim. Failure by CONTRACTOR to
maintain such insurance is a default of this Agreement which entitles County, at its sole discretion, to terminate
this Agreement immediately.
10. RECORDS AND CON}W 1NTtALITY.
10.01. Confidentiality. CONTRACTOR and its officers, employees, agents, and subcontractors shall
comply with and and all federal, state, and local laws which provide for the confidentiality of records and other
information, CONTRACTOR shall not disclose' any confidential records or other confidential information
received from the County or prepared, In connection with the performance of this Agreement, unless County
specifically permits CONTRACTOR to-disclose such records or information. CONTRACTOR shall promptly
transmit to County any and all requests for disclosure of any such confidential records or information,
CONTRACTOR shall not use any confidential information gained by CONTRACTOR in the performance of
this Agreement except for the sole purpose of carrying out CONTRACTOR'S obligations under this Agreement,
10,02. Coun Records, When this Agreement expires or terminates, CONTRACTOR shall return to
County Oily County records which CONTRACTOR used or received from County to perform services under
this Agreement.
10,03, Maintenance ofRecords. CONTRACTOR shall prepare, maintain, and preserve all reports and
records that may be required by federal, state, and County rules and regulations related to services performed
under this Agreement, CONTRACTOR shall maintain such records for a period of at least three years after
receipt of final payment under this Agreement. If any litigation, claim, negotiation, audit exception, or other
action relating to this Agreement is pending at the and of the three year period, then CONTRACTOR shall
retain said records until such action is resolved,
10.04, Access to and Audit of Records. The County 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 $10,000, the parties to this Agreement may be subject, at the request of
the County or as part of any audit of the County, to the examination and audit of th.e State Auditor pertaining to
matters connected with the performance of this Agreement for a period of three years after final payment under
the Agreement.
10-05 T oyalties-and_Inventicns-, County shall have a royalty-free, exclusive and irrevocable license to
reproduce, publish, and use, and authorize others to do so, all original computer programs, writings, so n
recordings, pictorial reproductions, drawings, and other works of similar nature produced in the course of or
under this Agreement, CONTRACTOR shall not publish any such material without the prior written approval of
County.
It, NON-l7XS CRZ/ffNATION. During the performance of this Agreement, CONTRACTOR shall not
unlawfully discriminate against any person because of race, color, religion, sex, national origin, ancestry,
physical disability, medical condition, marital status, age over 40), or sexual preference, either in
CONTRACTOR's employment practices or in the furnishing q ge vices to,recipients. CONTRACTOR shall
QS-,C/P650 05104 4 of 7 Project ID
BIB]
40740-U01
SIGNED-U02
BOARD-U02
REPORT-U02
SUPPORTING-U02
DOCS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99967-U03
AI103216-U03
DO104206-U03
C10-U03
BOARD-U03
REPORTS-U03
7/15/2011-U04
MARCELLAC-U04
16741-U05
5-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
7-U07
TO-U07
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/17/2011-U011
AGREEMENT-U012
A-10169)-U012
HFS-U012
CONSULTANTS-U012
MEDICAL-U012
RECORDS-U012
CODING-U012
&-U012
SCANNING,-U012
CRITICAL-U012
HEALTHCARE-U012
STRATEGIC-U012
PLANNING-U012
PRODUCTIVITY-U012
&-U012
OPERATIONS-U012
ANALYSIS-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$5,354,000-U012
IN-U012
THE-U012
AGGREGATE-U012
$1,020,000-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012.-U012
SIGNED BOARD REPORT AND SUPPO
�$*�ensure that the evaluation and treatment of its employees and applicants for employment and all persons
receiving and requesting services are free of such discrimination. CONTRACTOR and any subcontractor shall,
in the performance of this Agreement, fully comply with all federal, state, and local laws and regulations which
prohibit discrimination. The provision of services primarily or exclusively to such target population as may be
designated in this Agreement shall not be deemed to be prohibited discrimination,
12. COl\tPLTANC WITH TIi;RMS OF STATE OR FEDERAL GRANT, If this Agreement has been or
will be funded with' monies received by the County pursuant to a contractwith the state or federal government
in which the County is the grantee,. CONTRACTOR will comply with all the provisions of said contract, to the
extent applicable to CONTRACTOR as a subgrantee under said contract, and said provisions shall be deemed a
part of this Agreement, as though fully set forth herein, Upon request, County will deliver a copy of said
contract to CONTRACTOR, at no cast to CONTRACTOR.
13. ThDEPDNDENT CONTRACTOR. In the performance of work, duties, and obligations under this
Agreement, CONTRACTOR is at all times acting and perforthing as an independdnt contractor and not as an
employee of the County. No offer or obligation of permanent employment with the County or particular County
department or agency is intended in any manner, and CONTRACTOR shall not become entitled by virtue of
this Agreement to receive from County any form of employee benefits including but not limited to sick leave,
vacation, retirement benefits, workers' compensation coverage, insurance or disability benefits,
CONTRACTOR shall be solely liabie for and obligated to pay directly all applicable taxes, including federal
and state income taxes and social security, arising out of CONTRACTOR's performance of this Agreement. In
connection therewith, CONTRACTOR shall defend, indemnify, and hold County harmless from any and all
liability which County may incur because of CONTRACTOR's failure to pay such taxes.
14. NOTICES. Notices required under this Agreement shall be delivered personally or by first-class, postage
pre�pald mail to the County's and CONTRACTOR'S contract administrators at the addresses listed below;
FOR COUNTY:
Natividad Medical Center
Name and Title
1441 Constitution Blvd.
Salinas, CA 93906
Address
831-755-4194 Fax: 831.755-4138
Phone
FOR CONTRACTOR:
HF5 00ti,6 04 /UV-5'
Name and Title
JO5 bd1r 4CY1T~ CJ dp,
Address
Oafc(s CA 17
fp 6
${~ t? 00
Phone
1l-M:ISG~I Z,UA1 O US- RO-V SIOl 5.-
15.01. Conflict of Interest. CONTRACTOR represents that it presently has no interest and agrees not to
acquire any interest during the term of this Agreement which would directly or indirectly conflict in any manner
or to any degree with the full and complete performance of the professional services required to be rendered
under this Agreement.
15.02. Amendment, This Agreement may be amended or modified only by an instrument in writing signed
by the County and the CONTRACTOR,
GS-CIP650 05/04 5 of 7 Project ID
BIB]
40740-U01
SIGNED-U02
BOARD-U02
REPORT-U02
SUPPORTING-U02
DOCS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99967-U03
AI103216-U03
DO104206-U03
C10-U03
BOARD-U03
REPORTS-U03
7/15/2011-U04
MARCELLAC-U04
16741-U05
5-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
7-U07
TO-U07
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/17/2011-U011
AGREEMENT-U012
A-10169)-U012
HFS-U012
CONSULTANTS-U012
MEDICAL-U012
RECORDS-U012
CODING-U012
&-U012
SCANNING,-U012
CRITICAL-U012
HEALTHCARE-U012
STRATEGIC-U012
PLANNING-U012
PRODUCTIVITY-U012
&-U012
OPERATIONS-U012
ANALYSIS-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$5,354,000-U012
IN-U012
THE-U012
AGGREGATE-U012
$1,020,000-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012.-U012
SIGNED BOARD REPORT AND SUPPO
�%*�15,03. Waiver. Any waiver of any terms and conditions of this Agreement must be In writing and signed
by the County and the CONTRACTOR. A waiver of any df the terms and conditions of this Agreement shall
not be construed as a waiver of any other terms or conditions in this Agreement.
15.,04. Contractor, The term CONTRACTOR" as used in this Agreement includes CONTRACTOR's
officers, agents, and employees acting on CONTRACTOR's behalf in the performance of this Agreement,
1 5.05, i utes, CONTRACTOR shall continue to perform under this Agreement during any dispute,
15,06. Asst niment and Subcontracting The CONTRACTOR shall not assign, sell, or otherwise
transfer its interest or obligations in this Agreement without the prior written consent of the County, None of the
services covered by this Agreement shall be subcontracted-without the prior written approval of the County,
Notwithstanding any such subcontract, CONTRACTOR shall continue to be liable for the performance of all
requirements of this Agreement.
15,07. Successors and Assigns. This Agreement and the rights, privileges, duties, and obligations of the
County and CONTRACTOR under this Agreement, to the extent assignable or delegable, shall be binding upon
and inure to the bdnefit of the parties and their respective successors, permitted assigns, and heirs.
15,08, Compliance with Applicable Law. The parties shall comply with all applicable federal, state, and
local laws and regulations in performing this Agreement.'
15.09, Headings. The headings are for convenience only and shall not be used to interpret the terms of this
Agreement,
15.10, Time is of the Essence. Time is of the essence in each'and all of the provisions of this Agreement.
15.11. Governing Law, This Agreement shall be governed by and interpreted under the laws of the State of
California.
15.12. Non,-exclusive Agreement. This Agreement is non-exclusive and both County and CONTRACTOR
expressly reserve the right to contract with other entities for the same or similar services,
15.13, Construction of Agreement, The County and CONTRACTOR agree that each patty has fully
participated in the review and revision of this Agreement and that any rule of construction to the effect that
ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement
or any amendment to this Agreement,
X5,14: Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be
deemed an.original, but all of which together shall constitute one and the same Agreement,
1 rls.- uthorlt Any individual executing this Agreement on behalf of the County or the
CONTRACTOR represents and warrants hereby that he or s eZi~he requisite aittho3'1ry,ta-enter-into this
Agreement on behalf of such party and bind the party to the terms and conditions of this Agreement.
15.16. Integration. This Agreement, including the exhibits, represent the entire Agreement between the
County and the CONTRACTOR with respect to the subject matter of this Agreement and shall supersede all
prior negotiations, representations, or agreements, either written or oral, between the County and the
CONTRACTOR as of the effective date of this Agreement, which is the date that. the County signs the
Agreement.
GS-C1P 650 05/04 6 of 7 Projoot lD
BIB]
40740-U01
SIGNED-U02
BOARD-U02
REPORT-U02
SUPPORTING-U02
DOCS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99967-U03
AI103216-U03
DO104206-U03
C10-U03
BOARD-U03
REPORTS-U03
7/15/2011-U04
MARCELLAC-U04
16741-U05
5-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
7-U07
TO-U07
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/17/2011-U011
AGREEMENT-U012
A-10169)-U012
HFS-U012
CONSULTANTS-U012
MEDICAL-U012
RECORDS-U012
CODING-U012
&-U012
SCANNING,-U012
CRITICAL-U012
HEALTHCARE-U012
STRATEGIC-U012
PLANNING-U012
PRODUCTIVITY-U012
&-U012
OPERATIONS-U012
ANALYSIS-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$5,354,000-U012
IN-U012
THE-U012
AGGREGATE-U012
$1,020,000-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012.-U012
SIGNED BOARD REPORT AND SUPPO
�&*�15,17. Interpretation of Conflicting Provisions. In the even� of any conflict or inconsistency between the
provisions of this Agreement and the Provisions of any exhibit or other attachment to this Agreement, the
provisions of this Agreement shall prevail and control.
IN WITNESS WHBRBOF, County and CONTRACTOR have executed this Agreement as of the day,and
year written below.
By:
Board of Supervisbrs if applicable)
Date:
Coiiiractor's Busines's Name*
ature of Chair, President, or Vice,
ei e.
G and Title
Date:
Approved as to Form
By: Ll~ b
County Counsel
Date: tI)
Approved as to Fiscal Pr
By: 1
Audito gntroller
Date: RISK MAN GEM'
COUNTY OF MONTEREY
g NITYI
APPROVED AS
Pu
AppTcVO
Hy:
By:
Date:
Name and Title
County Hoard of Supervisors' Agreement Number:
*INSTRUCTIONS: If CONTRACTOR is a corporation, including limited liability and non-profit oorporztions,
the full legal name o e corporation shall be set itsPtir aEsov~ together with the signatures o two-specified
olicers, If CONTRACTOR is a partnership, the name of the pa.-tnership shall be set forth above together with.
the signature of a partner who has authority to execute this Agreement on behalf of the partnership. If
CONTRACTOR is contracting in an individual capacity, the individual shall set forth the name of the business,
if any, and shall personally sign the Agreement.
CONTRACTOR
H cons.74a o
Signature of asst. Secretary,
CFO, or Asst, Treasurer)*
Approval by Risk'tvfanagement is necessary only if changes are-made in paragraph-8 or 9,
GS-C/P650 05/04 7 of 7 Project iD
BIB]
40740-U01
SIGNED-U02
BOARD-U02
REPORT-U02
SUPPORTING-U02
DOCS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99967-U03
AI103216-U03
DO104206-U03
C10-U03
BOARD-U03
REPORTS-U03
7/15/2011-U04
MARCELLAC-U04
16741-U05
5-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
7-U07
TO-U07
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/17/2011-U011
AGREEMENT-U012
A-10169)-U012
HFS-U012
CONSULTANTS-U012
MEDICAL-U012
RECORDS-U012
CODING-U012
&-U012
SCANNING,-U012
CRITICAL-U012
HEALTHCARE-U012
STRATEGIC-U012
PLANNING-U012
PRODUCTIVITY-U012
&-U012
OPERATIONS-U012
ANALYSIS-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$5,354,000-U012
IN-U012
THE-U012
AGGREGATE-U012
$1,020,000-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012.-U012
SIGNED BOARD REPORT AND SUPPO
�'*�J
BUSINESS ASSOCIATE AGREEMENT
This Agreement, hereinafter referred to as Agreement", is made effective July 1, 2009 by and between
the County of Monterey, a political subdivision of the State of California, on behalf of Natividad Medical
Center, hereinafter referred to as Covered Entity", and HJ S Consultants hereinafter referred to as Business
Associate", individually, a Party" and collectively, the Parties").
WITNESSETH:
WHEREAS, Sections 261 through 264 of the federal Health Insurance Portability and Accountability
Act of 1996, Public Law 104-191, known as the Administrative Simplification provisions," direct the
Department of Health and Human Services to develop standards to protect the security, confidentiality and
integrity of health information; and
WHEREAS, pursuant to the Administrative Simplification provisions, the Secretary of Health and
Human Services has issued regulations modifying 45 CFR Parts 160 and 164 the HIPAA Privacy Rule"); and
WHEREAS, the State of California has enacted statutes designed to safeguard patient privacy including,
without limitation, the Confidentiality of Medical Information Act CMIA"), California Civil Code 56 et seq.,.
Senate Bill 541, enacted September 30, 2008, and Assembly Bill 211, enacted September 30, 2008; and
WHEREAS, the parties acknowledge that California law may include provisions more stringent and
more protective of the confidentiality of health information than the provisions of HIPAA; and
WHEREAS, the Parties wish to enter into or have entered into an arrangement whereby Business
Associate will provide certain services to Covered Entity, hereby referred to as the Service Agreement" and,
pursuant to such arrangement, Business Associate may be considered a businness associate" of Covered Entity as
defined in the HIPAA Privacy Rule and under California law; and
WHEREAS, Business Associate may have access to Protected Health Information as defined below) in
fulfilling its responsibilities under such arrangement;
THEREFORE, in consideration of the Parties' continuing obligations under the Service Agreement,
compliance with the HIPAA Privacy Rule, compliance with California law, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to the provisions of
this Agreement in order to address the requirements of the HIPAA Privacy Rule and California law and to protect
the interests of both Parties.
740 NS
Except as otherwise defined herein, any and all capitalized terms in this Section shall have the definitions set forth
in the HIPAA Privacy Rule. In the event of an inconsistency between the provisions of this Agreement and
mandatory provisions of the HIPAA Privacy Rule, as amended, the HIPAA Privacy Rule shall control. In the
event of an inconsistency between the provisions of this Agreement and mandatory provisions of CMIA or other
California law, California law shall control. Where provisions of this Agreement are different than those
mandated in the HIPAA Privacy Rule and California law, but nonetheless are permitted by the HIPAA Privacy
Rule and California law, the provisions of this Agreement shall control.
The t~a~n-`Rrotected Iealth Inform. ati_on"ineans_indiudduall idecrtifiablelnealthsnfornnation including, without
limitation, all information, data, documentation, and materials, including without limitation, demographic,
Revised 12-26-08
BIB]
40740-U01
SIGNED-U02
BOARD-U02
REPORT-U02
SUPPORTING-U02
DOCS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99967-U03
AI103216-U03
DO104206-U03
C10-U03
BOARD-U03
REPORTS-U03
7/15/2011-U04
MARCELLAC-U04
16741-U05
5-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
7-U07
TO-U07
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/17/2011-U011
AGREEMENT-U012
A-10169)-U012
HFS-U012
CONSULTANTS-U012
MEDICAL-U012
RECORDS-U012
CODING-U012
&-U012
SCANNING,-U012
CRITICAL-U012
HEALTHCARE-U012
STRATEGIC-U012
PLANNING-U012
PRODUCTIVITY-U012
&-U012
OPERATIONS-U012
ANALYSIS-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$5,354,000-U012
IN-U012
THE-U012
AGGREGATE-U012
$1,020,000-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012.-U012
SIGNED BOARD REPORT AND SUPPO
�(*�medical and financial information, that relates to the past, present, or future physical or mental health or condition
of an individual; the provision of health care to an individual; or the past, present, or future payment for the
provision of health care to an individual; and that identifies the individual or with respect to which there is a
reasonable basis to believe the information can be used to identify the individual.
Business Associate acknowledges and agrees that all Protected Health Information that is created or received by
Covered Entity and disclosed or made available in any form, including paper record, oral communication, audio
recording, and electronic display by Covered Entity or its operating units to Business Associate or is created or
received by Business Associate on Covered Entity's behalf shall be subject to this Agreement.
II.
CONFIDENTIALITY REQUIREMENTS
a) Business Associate agrees:
i) to access, use, or disclose any Protected Health Information solely: 1) for meeting its
obligations as set forth in any agreements between the Parties evidencing their business relationship or 2)
as required by applicable law, rule or regulation, or by accrediting or credentialing organization to whom
Covered Entity is required to disclose such information or as otherwise permitted under this Agreement,
the Service Agreement if consistent with this Agreement the HIPAA Privacy Rule, and California law),
the HIPAA Privacy Rule, or California law and 3) as would be permitted by the HIPAA Privacy Rule
and California law if such use or disclosure were made by Covered Entity;
ii) at termination of this Agreement, the Service Agreement or any similar documentation
of the business relationship of the Parties), or upon request of Covered Entity, whichever occurs first, if
feasible, Business Associate will return or destroy all Protected Health Information received from or
created or received by Business Associate on behalf of Covered Entity that Business Associate still
maintains in any form and retain no copies of such information, or if such return or destruction is not
feasible, Business Associate will extend the protections of this Agreement to the information and limit
further access, uses, and disclosures to those purposes that make the return or destruction of the
information not feasible; and
iii) to ensure that its agents, including a subcontractor, to whom it provides Protected Health
Information received from or created by Business Associate on behalf of Covered. Entity, agrees to the
same restrictions and conditions that apply to Business Associate with respect to such information. In
addition, Business Associate agrees to take reasonable steps to ensure that its employees' actions or
omissions do not cause Business Associate to breach the terms of this Agreement.
b) Notwithstanding the prohibitions set forth in this Agreement, Business Associate may use and
disclose Protected Health Information as follows:
i) if necessary, for the proper management and administration of Business Associate or to
carry out the legal responsibilities of Business Associate, provided that as to any such disclosure, the
following requirements are met:
A) the-disclosure i required by law; or
B) Business Associate obtains reasonable assurances from the person to whom the
information is disclosed that it will be held confidentially and accessed, used, or further disclosed
only as required by law or for the purpose for which it was disclosed to the person, and the person
notifies Business Associate of any instances of which it is aware in which the confidentiality of
the information has been breached, within five calendar days of discovering said breach of
confidentiality;
ii) for data aggregation services, if to be provided by Business Associate for the health care
operations of Covered Entity pursuant to any agreements between the Parties evidencing their business
relationship, For purposes of this Agreement, data aggregation services means the combining of
Pr-eteato IIeaft-h-Infbrinatio-n b}~Business Associate wish the protected li.ealth_infoasllatiotn~eceiv~~itiy
Revised 12-26-08
BIB]
40740-U01
SIGNED-U02
BOARD-U02
REPORT-U02
SUPPORTING-U02
DOCS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99967-U03
AI103216-U03
DO104206-U03
C10-U03
BOARD-U03
REPORTS-U03
7/15/2011-U04
MARCELLAC-U04
16741-U05
5-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
7-U07
TO-U07
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/17/2011-U011
AGREEMENT-U012
A-10169)-U012
HFS-U012
CONSULTANTS-U012
MEDICAL-U012
RECORDS-U012
CODING-U012
&-U012
SCANNING,-U012
CRITICAL-U012
HEALTHCARE-U012
STRATEGIC-U012
PLANNING-U012
PRODUCTIVITY-U012
&-U012
OPERATIONS-U012
ANALYSIS-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
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EXCEED-U012
$5,354,000-U012
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THE-U012
AGGREGATE-U012
$1,020,000-U012
THE-U012
PERIOD-U012
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1,-U012
2011-U012
TO-U012
JUNE-U012
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2012.-U012
SIGNED BOARD REPORT AND SUPPO
�)*�Business Associate in its capacity as a business associate of another covered entity, to permit data
analyses that relate to the health care operations of the respective covered entities.
c) Business Associate will implement appropriate safeguards to prevent access to, use of, or
disclosure of Protected Health Information other than as permitted in this Agreement. The Secretary of
Health and Human Services shall have the right to audit Business Associate's records and practices
related to use and disclosure of Protected Health Information to ensure Covered Entity's compliance with
the terms of the HIPAA Privacy Rule. Business Associate shall report to Covered Entity any access, use,
or disclosure of Protected Health Information which is not in compliance with the terms of this
Agreement of which it becomes aware within five calendar days of discovering such improper access,
use, or disclosure. In addition, Business Associate agrees to mitigate, to the extent practicable, any
harmful effect that is known to Business Associate of a use, disclosure, or access of Protected Health
Information by Business Associate in violation of the requirements of this Agreement.
M. AVAILABILITY OF PHI
Business Associate agrees to make available Protected Health Information to the extent and in the manner
required by Section 164.524 of the HIPAA Privacy Rule. Business Associate agrees to make Protected Health
Information available for amendment and incorporate any amendments to Protected Health Information in
accordance with the requirements of Section 164.526 of the HIPAA Privacy Rule. In addition, Business
Associate agrees to make Protected Health Information available for purposes of accounting of disclosures, as
required by Section 164.528 of the HIPAA Privacy Rule.
IV. TERMINATION
Notwithstanding anything in this Agreement to the contrary, Covered Entity shall have the right to terminate this
Agreement and the Service Agreement immediately if Covered Entity determines that Business Associate has
violated any material term of this Agreement. If Covered Entity reasonably believes that Business Associate will
violate a material term of this Agreement and, where practicable, Covered Entity gives written notice to Business
Associate of such belief within a reasonable time after forming such belief, and Business Associate fails to
provide adequate written assurances to Covered Entity that it will not breach the cited term of this Agreement
within a reasonable period of time given the specific circumstances, but in any event, before the threatened breach
is to occur, then Covered Entity shall have the right to terminate this Agreement and the Service Agreement
immediately, and seek injunctive and/or declaratory relief in a court of law having jurisdiction over Business
Associate.
V. MISCELLANEOUS
Except-as-expressly-stated-1Terein-in-the HIPAA-Privacy-Rule; or-under-C lifor-nia-law,-t]ig-parties-to--this
Agreement do not intend to create any rights in any third parties. The obligations of Business Associate under this
Section shall survive the expiration, termination, or cancellation of this Agreement, the Service Agreement and/or
the business relationship of the parties, and shall continue to bind Business Associate, its agents, employees,
contractors, successors, and assigns as set forth herein.
This Agreement may be amended or modified only in a writing signed by the Parties. No Party may assign its
respective rights and obligations under this Agreement without the prior written consent of the other Party. None
of the provisions of this Agreement are intended to create, nor will they be deemed to create any relationship
between the Parties other than that of independent parties contracting with each other solely for the purposes of
ffeetitrg tl7e provisions of=tEnis~gree3narit acid ail3~other-afireeznents_-bdtween-the-P-ai--ties-euidencir.g_tlneir-business
relationship. This Agreement will be governed by the laws of the State of California, No change,.waiver or
Revised 12-26-08
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SIGNED BOARD REPORT AND SUPPO
�**�discharge of any liability or obligation hereunder on any one or more occasions shall be deemed a waiver of
performance of any continuing or other obligation, or shall prohibit enforcement of any obligation, on any other
occasion.
The parties agree that, in the event that any documentation of the parties, pursuant to which Business Associate
provides services to Covered Entity contains provisions relating to the use or disclosure of Protected Health
Information which are more restrictive than the provisions of this Agreement, the provisions of the more
restrictive documentation will control. The provisions of this Agreement are intended to establish the minimum
requirements regarding Business Associate's use and disclosure of Protected Health Information.
In the event that any provision of this Agreement is held by a court of competent jurisdiction to be invalid or
unenforceable, the remainder of the provisions of this Agreement will remain in full force and effect. In addition,
in the event a party believes in good faith that any provision of this Agreement fails to comply with the then-
current requirements of the HIPAA Privacy Rule or California law, such party shall notify the other party in
writing. For a period of up to thirty days, the parties shall attempt in good faith to address such concern and
amend the terms of this Agreement, if necessary to bring it into compliance. If, at the conclusion of such thirty-
day period, a party believes in good NO that the Agreement still fails to comply with the HIPAA Privacy Rule or
California law, then either party has the right to terminate this Agreement and the, Service Agreement upon
written notice to the other party, Neither party may terminate this Agreement without simultaneously terminating
the Service Agreement, unless the parties mutually agree in writing to modify this Agreement or immediately
replace it with a new Business Associate Agreement that fully complies with the HIPAA Privacy Rule. and
California law.
Business Associate acknowledges that Natividad Medical Center NMC) has established a Corporate Compliance
Program, and under this program NMC has developed a Code of Conduct Manual to provide guidance in the
ethical and legal performance of our professional services. Business Associate further agrees to abide by all
principles stated in the Code of Conduct while conducting business with Natividad Medical Center. A copy of the
Code of Conduct & Principles of Compliance is available upon request.
above.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year written
COVERED ENTITY: BUSINESS ASSOCIATE:
By:
Revlsed 12-26-08
BIB]
40740-U01
SIGNED-U02
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FO96183-U03
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THE-U012
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THE-U012
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2011-U012
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