COMPLETED BOARD ORDER AND AGR�k)�24
Before the Board of Supervisors in and for the
County of Monterey, State of California
Agreement No. A-09333
a. Approve the Amended and Restated
Agreement for Acute Rehabilitation Services
Agreement") between the County of
Monterey County"), on behalf of Natividad
Medical Center NMC"), and RehabCare
Group Management Services, Inc., to provide
management and rehabilitation services for the
NMC Acute Rehabilitation Unit ARU), for a
total amount not to exceed $4,088,525 for the
term July 1, 2010 through June 30, 2012.........
b. Authorize the NMC Purchasing Manager to
execute the Agreement for a total amount not
to exceed $4,088,525 for the term July 1, 2010
through June 30, 2012
Upon motion of Supervisor Potter, seconded by Supervisor Armenta, and carried by those
members present, the Board hereby;
a. Approved the Amended and Restated Agreement for Acute Rehabilitation
Services Agreement") between the County of Monterey County"), on behalf
of Natividad Medical Center NMC"), and RehabCare Group Management
Services, Inc to provide management and rehabilitation services for the NMC
Acute Rehabilitation Unit ARU), for a total amount not to exceed $4,088,525 for
the term July 1, 2010 through June 30, 2012.
b. Authorized the NMC Purchasing Manager to execute the Agreement for a total
amount not to exceed $4,088,525 for the term July 1, 2010 through June 30, 2012
PASSED AND ADOPTED on this 24`h day of May, 2011, by the following vote, to wit:
AYES: Supervisors Armenta, Calcagno, Salinas, Parker, and Potter
NOES: None
ABSENT: None
I, Gail'T. Borkowski, Clerk of the Board of Supervisors of the County of Monterey, State of California, hereby
certify that the foregoing is a true copy of an original order of said Board of Supervisors duly made and entered in the
minutes thereof of Minute Book 75 for the meeting on May 24, 2011.
Dated: May 26, 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 AGR�k)�AMENDED AND RESTATED AGREEMENT
FOR ACUTE REHABILITATION SERVICES
FOR THE COUNTY OF MONTEREY, NATIVIDAD MEDICAL CENTER
This AMENDED AND RESTATED AGREEMENT FOR ACUTE REHABILITATION
SERVICES Agreement") is made and entered into as of July 1, 2010 Effective Date") by and
between the COUNTY OF MONTEREY, a political subdivision of the State of California, for
Natividad Medical Center County"), on the one hand, and REHABCARE GROUP
MANAGEMENT SERVICES, INC., a Delaware corporation Contractor"), on the other hand.
County and Contractor are sometimes referred to herein collectively as the Parties" and individually
as a Party."
RECITALS
A. WHEREAS, County invited proposals through a Request for Proposal RFP #9678")
for providing acute rehabilitation services for the County of Monterey at Natividad Medical Center
the Hospital"), in accordance with the specifications set forth in this Agreement;
B. WHEREAS, Contractor submitted a responsive and responsible proposal to perform
such services;
C. WHEREAS, County and Contractor entered into that certain Agreement for Acute
Rehabilitation Services for the County of Monterey Natividad Medical Center, dated March 10, 2003
the Original Agreement"), relating to the distinct part Acute Rehabilitation Unit program
Program") at the Hospital;
D. WHEREAS, County and Contractor have executed a number of renewals and
amendments to the Original Agreement, including without limitation a) that certain Modification
Agreement dated April 23, 2003, that certain Extension and Modification Agreement, effective
1091663.2 1
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COMPLETED BOARD ORDER AND AGR�k)�September 1, 2005; b) that certain Renewal Amendment No. 2 for Professional Service Agreement
Between Master Plan and the County of Monterey, effective July 1, 2006, c) that certain Renewal
Amendment No. 3 for Professional Service Agreement Between Contractor Group Management
Services, Inc. and the County of Monterey for Management Services for ARU Services, effective
July 1, 2007; d) that certain Renewal Amendment No. 4 for Professional Service Agreement
Between Contractor Group Management Services Inc. and the County of Monterey for Acute
Rehabilitation unit Management Services, effective July 1, 2008; and e) that certain Renewal
Amendment #5 for Professional Service Agreement Between Contractor Group Management
Services, Inc. and the County of Monterey for Acute Rehabilitation Services, effective May 1, 2009
collectively with the Original Agreement, the Prior Agreements");
E. WHEREAS, the Parties desire to amend and restate the terms and conditions of their
agreement as of the Effective Date regarding the services provided by Contractor in connection with
the Program;
NOW, THEREFORE, in consideration of the covenants and conditions contained in this
Agreement, the Parties agree as follows:
AGREEMENT
ARTICLE I
PRELIMINARY MATTERS
1.1 Incorporation of Certain Documents. Any and all other contractual obligations,
including standard clauses, set forth in RFP #9678, and promises made by Contractor through
Contractor's bid in response to RFP #9678, must be honored and adhered to in order to complete the
tasks requested by County and promised by Contractor. To the extent of any conflict between the
terms and conditions of RFP #9678 and/or Contractor's bid and this Agreement, however, the terms
of this Agreement shall control.
1091663.2 2
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COMPLETED BOARD ORDER AND AGR�k)�1.2 Medical Director Services. Except to the extent otherwise provided herein,
Contractor shall not be responsible for providing any Medical Director services associated with the
Program. County shall bear the responsibility for employing a qualified Medical Director or
otherwise arranging for the provision of such Medical Director services. County shall assure that the
Medical Director shall staff the Program as is required to comply with federal Medicare regulations
and other federal, state and local laws and regulations relating to the operation of a rehabilitation
facility. The Medical Director shall be available on a seven 7) day a week basis to coordinate with
patients' physicians in connection with admission of patients into and/or discharge of patients from
the Program. County shall consult with Contractor in selecting a Medical Director for the Program,
but County shall retain sole and absolute discretion in selecting, disciplining, and/or terminating any
such Medical Director.
ARTICLE II
CONTRACTOR'S RESPONSIBILITIES
2.1 Scope of Services. Contractor shall assume responsibility for implementing the
Program at the Hospital by providing the Acute Rehabilitation Unit services described in RFP #9678
and such services as are further provided herein related to operation of the Program, other than
Medical Director services collectively, the Services").
2.2 Contractor Recommendations. In providing the Services, Contractor will, from
time to time, be required to make recommendations to County regarding actions which County
and/or Hospital should take. County shall comply with Contractor's reasonable recommendations in
this regard.
2.3 Staffing and Performance Expectations. Contractor shall provide or arrange
staffing for the Program as described in Subsections 2.3(a) 2.3(c). The performance expectations
10916632 3
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COMPLETED BOARD ORDER AND AGR�k)�of the Contractor Personnel are outlined in the job descriptions located in the Hospital's Human
Resources Department.
a) Program Director. The Program Director will be Contractor's on-site
representative, responsible for day-to-day management of the Program. County, in consultation with
Contractor, shall designate a Hospital executive with whom the Program Director will maintain a
day-to-day reporting relationship. County shall consult with Contractor prior to changing the
reporting relationship of the Program Director.
b) Community Relations Coordinator. The Community Relations Coordinator
will develop and implement educational programs directed both at the County's medical staff, and
employees and members of the community in general.
c) Therapy Personnel. The following types of therapy personnel, sufficient to
provide patients with appropriate therapy care, consistent with applicable industry and accrediting
body standards:
i) Physical Therapist(s);
ii) Physical Therapy Assistant(s);
iii) Occupational Therapist(s);
iv) Certified Occupational Therapy Assistant(s);
v) Rehabilitation Tech(s);
vi) Speech Pathologist(s);
vii) Social Worker(s);
viii) Psychologist(s).
2.4 Contractor Personnel. Contractor shall be responsible for the payment of. a)
wages, employee benefits, workers' compensation insurance, liability. insurance, and other
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COMPLETED BOARD ORDER AND AGR�k)�compensation for its employees; and b) all fees of independent contractors, to the extent each is
engaged by Contractor to provide Services to County pursuant to this Section collectively, the
Contractor Personnel"). Contractor Personnel providing Services to County pursuant to this
Section will not be deemed employees of County. Pursuant to Section 3.8, all Contractor Personnel
will, however, be subject to County's customary post-offer/pre-employment and periodic health
screening procedures for staff, which County will conduct in a manner consistent with the manner in
which it conducts such procedures for County's own staff, at no charge or cost to Contractor.
2.5 Licensure and Credentialing. Contractor shall ensure that all Contractor Personnel
associated with the Program who are professionals, will be licensed as required by applicable federal
and state laws, and will meet applicable credentialing requirements of County as described in its
medical staff bylaws or other similar requirements on the date such individuals are assigned by
Contractor to provide Services at Hospital and thereafter for so long as such individuals provide
Services at Hospital. County agrees to assist Contractor Personnel to obtain appropriate privileges as
expeditiously as possible, provided the individual meets all applicable requirements.
2.6 Orientation; Staff Training. Contractor shall provide orientation regarding the
Program for the Directors of the Hospital's departments and training for the Hospital's nursing staff
assigned to the Program.
2.7 Policies and Procedures. Contractor shall propose for County's consideration
policies and procedures for the Program to be adopted by appropriate governing bodies within the
Hospital.
2.8 Equipment. Contractor shall provide specialized therapy equipment for use in the
Program during the Term of this Agreement. as described in Exhibit B attached hereto. In addition,
to the extent requested by County, Contractor shall advise the County with respect to the selection of
1091663.2 5
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COMPLETED BOARD ORDER AND AGR�k)�additional equipment for the Program. Upon termination of this Agreement for any reason, County
shall have the option, exercisable in its sole discretion, to purchase any or all such items of
equipment for the lower of the book or fair market value of such equipment, as of the effective date
of such termination.
2.9 Accreditation.
a) Hospital Accreditation. Contractor shall assist County in County's
preparation of materials relating to the Program in connection with the accreditation of the Hospital
by the Joint Commission or a similar accreditation organization.
b) Program Accreditation. If requested by County, Contractor shall assist the
County in the County's preparation of materials required so that County is able to obtain and/or
maintain accreditation of the Program by the Commission on Accreditation of Rehabilitation
Facilities CARF") or a similar accreditation organization.
2.10 Space Planning. If requested by County, Contractor shall provide space planning
advice to County with respect to efficient and effective use of the Program space.
2.11 Outcome Monitoring. Contractor shall implement and operate Contractor Group,
Inc.'s proprietary program evaluation system to monitor, measure, and report to County clinical and
operational Program outcomes.
2.12 Quality Improvement. Contractor shall provide continuous quality improvement
systems with respect to therapy service provided in the Program.
2.13 Medical Director Documentation. County shall arrange for copies of the Medical
Director's time sheets documenting the services provided by Medical Director to be submitted to
Contractor on a monthly basis. Contractor shall review such timesheets in order to ensure that the
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COMPLETED BOARD ORDER AND AGR�k)�amount and nature of Medical Director services are consistent with all Medicare requirements and
the requirements of all other applicable federal, state and local law and regulations.
2.14 Additional Responsibilities. Contractor shall provide the related Services described
in Exhibit A attached hereto and set forth under the heading, Contractor Responsibilities."
ARTICLE III
COUNTY'S RESPONSIBILITIES
3.1 Space, Equipment, and Materials. County shall provide and maintain the space,
equipment, and other materials and supplies required to operate the Program. The Program space
will comply with all applicable federal, state and local requirements for operation of the Program
and will be sufficient to support both the patient care and the management / administrative
requirements of. the Program. The Program equipment, materials, and supplies will include, at a
minimum, those items listed in Exhibit C attached hereto. So long as economically feasible, County
shall configure the Program space consistent with Contractor's recommendations in order to
maximize the efficient and effective use of such space.
3.2 Quarterly Management Meetings. At least once per calendar quarter, Hospital's
senior management team e.g., CEO, CFO, COO) shall meet with Contractor's local Program
Director and members of Contractor's senior management team e.g., President, Regional Vice
President) to discuss the Program and strategies for improving the Services provided through the
Program.
3.3 General Hospital Services. County shall provide linen, laundry, dietary, medical
records, pastoral care, and other general services with respect to Program patients in accordance with
Hospital's general standards for such activities. County shall provide diagnostic and ancillary
services to Program patients as directed by each patient's attending physician.
10916612 7
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COMPLETED BOARD ORDER AND AGR�k )�a) County shall provide the Program with dedicated full-time or part-time)
nursing personnel sufficient to staff a twenty 20) bed Program. The level of nurse staffing and the
manner in which County nursing personnel perform and document the nursing care they provide
shall be consistent with applicable industry and accreditation standards.
b) County shall ensure that all professional personnel who are required to hold
state licenses and/or professional certifications have such conditions met in full at the time and.
throughout the duration of their assignment to the Program.
c) County shall also provide clerical support for both Contractor Personnel and
County personnel providing Services related to the Program.
3.4 County Personnel. County personnel, including without limitation the Medical
Director and nursing and clerical personnel assigned to the Program, will not be deemed employees
of Contractor. County shall be responsible for the compensation including benefits. workers'
compensation insurance, and liability insurance) for such personnel.
3.5 Distinct Part Status. County shall use commercially reasonable efforts and perform
all acts necessary to maintain the Program as a distinct-part, Diagnosis Related Group DRG")-
exempt rehabilitation unit under applicable federal law.
3.6 No Competing Services. During the Term of this Agreement, County shall not
develop, own, manage. operate, or participate, directly or indirectly, in the development, ownership,
management, or operation of any intensive inpatient physical rehabilitation service, other than the
Program.
3.7 Admissions; Billing. County shall admit patients to the Program in accordance with
County's standard admission policies and in accordance with treatment protocols appropriate for the
Program. County shall invoice Program patients in County's name for Services rendered through the
1091663.2 8
BIB]
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COMPLETED BOARD ORDER AND AGR�k
)�Program, as well as for any ancillary or miscellaneous services, at established billing rates, except
for professional service fees, which are billed directly as appropriate. County shall set daily County
service rates to be charged for Program Services, after consultation with Contractor.
3.8 Contractor Personnel Screening. County shall provide all Contractor Personnel
with the same customary post-offer/pre-employment and periodic health screening procedures that
County provides to its own staff, in a manner consistent with the manner in which it conducts such
procedures for its own staff and at no charge or cost to Contractor.
3.9 Additional Responsibilities. County shall provide the related Services described in
Exhibit A attached hereto and set forth under the heading County Responsibilities."
ARTICLE IV
TEMPORARY THERAPY SERVICES
4.1 Temporary Therapy Services. In addition to the regular Services that Contractor
provides to County in connection with the Program, each Party shall provide therapy services on a
temporary basis Temporary Therapy Services") to the other Party, through social workers, speech
language pathologists, occupational therapists, physical therapists, physical therapy assistants,
certified occupational therapy assistants, and rehabilitation technicians collectively, Temporary
Therapy Personnel") at such times as the other Party may reasonably request and to the extent of the
availability of the Temporary Therapy Personnel during such requested times. The Parties shall
mutually agree as to the scheduling for the provision of the Temporary Therapy Services.
4.2 Equipment and Supplies. County shall provide all equipment and supplies that are
required with respect to the provision of the Temporary Therapy Services.
4.3 Physical Examinations and Screenings. To the extent County requires a physical
examination or other test of the Temporary Therapy Personnel, County shall bear all costs of such
tests.
1091663,2 9
BIB]
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COMPLETED BOARD ORDER AND AGR�k
)�4.4 Compensation for Temporary Therapy Services. Temporary Therapy Services
shall be compensated separately from the other Services provided under this Agreement. The
Temporary Therapy Services shall be provided and billed at the following hourly rates: a) Forty Six
Dollars $46.00) per hour for Social Workers, Physical Therapy Assistants, and Certified
Occupational Therapy Assistants; b) Sixty Six Dollars $66.00) per hour for Physical Therapists,
Occupational Therapists, and Speech Language Pathologists; and c) negotiated rates with prior
County approval by County's Department Director or Administrator) not to exceed Seventy Five
Dollars $75.00) per hour on an as-needed basis for Travelers in the event regular staff is not
available. County shall provide thirty 30) days' prior written notice to Contractor in the event any
Traveler is no longer needed. Failure to provide such notice may result in additional associated fees.
4.5 Invoices; Payment. Contractor shall submit to the Contract Administrator an invoice
for the fees payable for Temporary Therapy Services 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 thirty 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/her designee shall certify the invoice within thirty 30)
days of the date of the invoice, either in the requested amount or in such other amount 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 thirty 30) days of the date of such certification the Due Date"). Based on the foregoing
deadlines, the Due Date will never be later than sixty 60) days after the date of the invoice.
1091663.2 10
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COMPLETED BOARD ORDER AND AGR�k
)�ARTICLE V
FINANCIAL ARRANGEMENTS
5.1 Compensation for Services.
a) Compensation for any unbilled or unpaid Inpatient Rehabilitation Services
provided before the Effective Date shall be calculated, billed and due and payable in accordance
with the terms and provisions set forth in the Original Agreement. Beginning on the Effective Date,
for all of the Inpatient Rehabilitation Services, except Temporary Therapy Services, County shall
pay Contractor Group. Inc., as agent for Contractor, a service fee each month for Services provided
by Contractor pursuant to this Agreement the Service Fee"). Such Service Fee shall be $52,641
per month, which Service Fee shall cover all Services provided by Contractor excluding Temporary
Therapy Services) plus a Therapy Staffing Fee based on the table below:
MONTHLY THERAPY STAFFING FEE
IRF ADC
Therapy Staffing Fee Required Therapy Staffing
FTE Range
0.00-5.99 $35,295 1.25 4.25 FTE
6.00-7.99 $48,741 3.00 5.50 FTE
8.00- 9.99 $62,187 4.00 6.75 FTE
10.00 11.99 $75,632 5.00 8.00 FTE
12.00 13.99 $89,078 5.75 9.25 FTE
14.00 15.99 $102,524 6.75 10.25 FTE
16.00 17.99 $115,969 7.75-11.50 FTE
18.00 20.00 $129,415 8.75 13.00 FTE
b) Any amounts which have been paid by the County to Contractor for services
rendered by Contractor on or after the Effective Date, which are in excess of the amounts set forth in
1091663.2 11
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COMPLETED BOARD ORDER AND AGR�k
)�Paragraph 5.1 a) above, shall be repaid in full by Contractor to County within thirty 30) days of the
date of execution of this Agreement.
c) Outpatient Services. County shall pay Contractor a fee of $8.85 per
procedure and $932.44 per month for rehabilitation services provided in the Outpatient program.
This payment under Section 5.1(b) shall conclude September 30, 2010.
5.2 Invoices; Payment. Contractor shall submit to the Contract Administrator an invoice
for the fees payable by County pursuant to Section 5.1. If not otherwise specified, the Contractor
may submit such invoice periodically or at the completion of services, but in any event, not later than
thirty 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/her designee shall certify the invoice within thirty 30) days of the date of the
invoice, either in the requested amount or in such other amount 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 thirty
30) days of the date of such certification the Due Date"). Based on the foregoing deadlines, the
Due Date will never be later than sixty 60) days after the date of the invoice.
5.3 Right of Offset. Notwithstanding any other provision of this Agreement, to the
extent that County has made or makes any payments to Contractor under this Agreement in excess of
amounts owed to Contractor hereunder, County shall have the right to offset subsequent payments
due to Contractor under this Agreement to the extent of such overpayments. If County exercises
such right of offset. County shall inform Contractor in writing of the amount of overpayments
1091663.2 12
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COMPLETED BOARD ORDER AND AGR�k)�County has determined, as well as the amount of offset County is exercising with respect to each
invoice submitted to County by Contractor.
5.4 Medicare Denials Management. To the extent Contractor provides Services to a
Medicare patient hereunder, and Medicare denies payment to County for such services, based solely
or in part on incorrect or untimely documentation by Contractor, as defined by regulations or
instructions of Medicare hereinafter a Denied Claim"), then County shall notify Contractor in
writing of such Denied Claim a Denial Notice") within ten 10) days of County's receipt of a
notice of denial from Medicare.
5.5 Appeals of Denied Claims. As soon as practicable following Contractor's receipt of
a Denial Notice from County, Contractor shall, at its cost, appeal the Denied Claim in accordance
with applicable Medicare regulations through the Administrative law Judge level of appeal. County
shall cooperate fully with Contractor, including providing timely access to necessary medical records
and personnel. as well as timely completion of all appeal forms, and by notifying Contractor within
10 days of any communication received by County related to the Denied Claim or the appeal
process. If such Denied Claims are reserved through the aforementioned appeals processes,
Contractor shall keep all service fees paid as set forth above. If, however, Contractor does not prevail
in the appeals processes, through the Administrative Law Judge level of appeal unsuccessfully
appealed claim"). Contractor will refund to County $4,800.00 per unsuccessfully appealed claim. If
County experiences a significant increase in unsuccessfully appealed Denied Claims, the parties
agree to readdress appeals processes and reimbursement arrangement for Denied Claims.
R)9166,2 13
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COMPLETED BOARD ORDER AND AGR�k)�ARTICLE VI
TERM
6.1 Term. This term of this Agreement commenced on February 25, 2003, and shall
continue until June 30, 2012 the Term") unless sooner terminated in accordance with the
provisions of this ARTICLE VI.
6.2 Termination. This Agreement may be terminated as described below:
a) Mutual Agreement. This Agreement may be terminated upon the mutual
agreement of the Parties to terminate this Agreement.
b) Written Notice. Either Party may terminate this Agreement for any reason,
or for no reason, by giving written notice of such termination to the other Party at least one hundred
eighty 180) days prior to the effective date of termination. Such notice shall set forth the effective
date of termination.
c) Termination for Breach. Either Party may terminate this Agreement
effective thirty 30) days after giving written notice of termination to the other Party if the Party to
whom such notice is given is in breach of any material covenant or other provision of this
Agreement, including without limitation the failure to pay any compensation required to be paid
hereunder. The Party giving such notice of termination shall set forth in the notice the facts
underlying its claim that the other Party is in breach of this Agreement. Notwithstanding the
foregoing, this Agreement shall not terminate in the event that the breaching party cures the breach,
to the satisfaction of the non-breaching Party, prior to the effective date of the termination.
d) Immediate Termination. Either Party my terminate this Agreement
immediately if the other Party:
i) makes, negotiates, or commences negotiations for partial or complete
assignment of its assets for the benefit of creditors, pursuant to statutory or common law:
10916632 14
BIB]
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COMPLETED BOARD ORDER AND AGR�k)�ii) suffers an appointment of a receiver, custodian, examiner, or a trustee
for any of its property or assets;
iii) terminates, liquidates, or dissolves, or files for bankruptcy;
iv) is suspended, excluded, or otherwise becomes ineligible to participate
in the Medicare, Medi-Cal, or any other government-sponsored health program;
v) has its state license, certification as a Medicare provider, or applicable
accreditation suspended, revoked, or otherwise lost, in whole or in part.
e) Legal Event. Notwithstanding any other provision of this Agreement, if the
governmental agencies that administer the Medicare, Medicaid, or other federally funded programs
or their representatives or agents), or any other federal, state, or local governmental or
nongovernmental agency, or any court or administrative tribunal, pass, issue, or promulgate any law,
rule. regulation, standard, interpretation, order, decision, or judgment, including but not limited to
those relating to any regulations pursuant to state or federal anti-kickback or physician self-referral
statutes collectively or individually, Legal Event"), which, in the good-faith judgment of one
Party the Noticing Party"), materially and adversely affects either Party's licensure, accreditation,
certification, or ability to refer, to accept any referral, to bill, to claim, to present a bill or claim, or to
receive payment or reimbursement from any federal, state, or local governmental or
nongovernmental payor, or which subjects the Noticing Party to a risk of prosecution or civil
monetary penalty, or if in the good faith opinion of counsel to either Party any term or provision of
this Agreement could trigger a Legal Event, then the Noticing Party may give the other Party written
notice of intent to amend or terminate this Agreement. In the event of such notice, the Parties shall
have sixty 60) days from the giving of such notice the Renegotiation Period") within which to
attempt to amend this Agreement. If this Agreement is not amended within the Renegotiation
1091663.2 15
BIB]
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COMPLETED BOARD ORDER AND AGR�k)�Period, this Agreement shall terminate as of midnight on the sixtieth 60th) day after said notice was
given. Except as otherwise required by Applicable Laws, any amounts owing to either Party
hereunder shall be paid, or a pro rata basis, up to the date of such termination, and any obligation
hereunder that is to continue beyond expiration or termination of this Agreement shall so continue
pursuant to its terms.
6.3 Effect of Termination. Termination of this Agreement will not affect the rights and
obligations of the parties arising out of any services performed under this Agreement prior to the
effective date of such termination. Upon any termination of this Agreement for any reason
whatsoever, and subject to Section 6.4, Contractor shall be entitled to cancel any order then
outstanding and to seek payment from County for reasonable cancellation charges incurred by
Contractor.
6.4 Obligations Upon Termination. Upon expiration or termination of this Agreement,
neither Party shall have any further obligation hereunder except for 1) obligations due and owing
which arose prior to the termination or expiration of the Agreement; 2) obligations or covenants
contained herein which expressly extend beyond the Term of this Agreement; and 3) Contractor's
obligation to continue rendering any of the services provided under this Agreement underway at the
time of expiration or termination until such services are completed or transferred to another services
provider. Contractor shall reasonably participate in an orderly transition of the services provided
hereunder to any new services provider with whom County contracts. It is County's sole duty to
arrange to provide, after the termination of this Agreement, any and all products and services need to
replace the products and services provided by Contractor under this Agreement.
6.5 Outstanding Balances. Within thirty 30) days following the expiration or
termination of this Agreement, at a time and place to be mutually agreed. County and Contractor will
10916632 16
BIB]
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COMPLETED BOARD ORDER AND AGR�k)�meet to resolve any outstanding balances due to Contractor and other issues with respect to
termination. All amounts payable to Contractor from County under this Agreement or otherwise
shall be due and payable to Contractor thirty 30) days following the termination or expiration of this
Agreement.
ARTICLE VII
BACKGROUND CHECKS
7.1 Proof of Identification. Contractor and Contractor's employees shall be required to
display their identification badge at all times while working in Hospital.
7.2 Fingerprinting and Background Checks. All Contractor Personnel working at the
Hospital must be fingerprinted and must have a background check completed by County prior to
beginning employment at the Hospital. Contractor shall have Contractor Personnel fingerprinted at
the Monterey County Sheriff's Public Safety Building, 1414 Natividad Road, Salinas, CA, to initiate
background checks. County shall be responsible for all costs of fingerprinting and background
checks during this Agreement for new or replacement personnel hired after the Effective Date.
ARTICLE VIII
INTENTIONALLY DELETED
ARTICLE IX
CONFIDENTIALITY
9.1 Confidential Information. For purposes of this Agreement, Confidential
Information" shall include all information, documentation, data, know-how, devices, designs, trade
secrets and teclnnology, whether obtained before or after the execution of this Agreement, without
regard to medium of storage or method of transmission of such information, including without
limitation all notes, minutes, and other summaries of planning meetings between representatives of
the Parties which are not legitimately in the public domain, including, but not limited to, the
following:
1091663.2 17
BIB]
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COMPLETED BOARD ORDER AND AGR�k)�a) With respect to Contractor: i) all proprietary documents, including but not
limited to all business plans, bids, proposals, financial data, memoranda, manuals, handbooks,
production books and audio or visual recordings excluding written materials distributed to Program
patients); ii) all computer software developed or provided by Contractor including all
documentation relating thereto); iii) all proprietary methods, techniques, policies, management
strategies and procedures utilized by Contractor or provided by Contractor for County to use in
providing treatment services to Program patients; iv) all marketing strategies, demographics, and
other related materials; v) all aggregated patient data or information; and vi) all material bearing a
Confidential Information" designation.
b) With respect to County: i) all pricing or business strategies created by
County; ii) charge data; iii) financial information, including without limitation, costs and expenses,
and wages; iv)all marketing strategies, demographics, and other related materials; and v) all
material bearing a Confidential Information" designation.
9.2 Exclusions. Confidential Information of Contractor shall not include information
which County can prove was in its possession legitimately prior to the initiation of the negotiation of
the Original Agreement, or is information generally available within the healthcare, rehabilitation, or
long-term care industries, or is information rightfully obtained by it through third-party sources.
9.3 Efforts to Secure Confidential Information. Confidential Information disclosed
pursuant to this Agreement is disclosed in confidence and with the understanding that it constitutes
valuable information developed at great expenditure of time, effort, and money. Each Party shall
secure and protect the other Party's Confidential Information using all commercially reasonable
means, but in no event shall such means be less than those used by each Party to secure its own
Confidential Information. If any person seeks to compel a Party to disclose the other Party's
1091663.2 18
BIB]
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COMPLETED BOARD ORDER AND AGR�k)�Confidential Information, the disclosing Party shall promptly notify the other Party so that the other
Party has the opportunity to seek an appropriate protective order.
9.4 Copies; Return of Confidential Information. Any disclosure of Confidential
Information by a Party is done in reliance upon the other Party's representations and covenants in
this Agreement. Each Party agrees not to use, duplicate, or make any copies of the other Party's
Confidential Information except as necessary to carry out its responsibilities under this Agreement.
Upon termination of this Agreement for any reason, each Party shall promptly return to the other
Party all material constituting or containing Confidential Information. Neither Party shall thereafter
use, appropriate, reproduce, or disclose such information to any third party, except to the extent such
disclosures are required by law, pursuant to subpoena or other legal process.
9.5 Confidential Health Information and Records. Contractor and Contractor
Personnel shall comply with all legal requirements regarding the confidentiality and security of
patient records and patient identifiable information, including without limitation the Health
Insurance Portability and Accountability Act of 1996 and all rules and regulations promulgated
thereunder, as may be amended HIPAA"), the California Medical Information Act CMIA"),
contained in the California Civil Code Section 56 et seq. the California Patient Access To Medical
Records Act PAMRA"), contained in the California Health and Safety Code, Section 123100 et
seq., California Health and Safety Code Section 1280.15 and other California patient privacy laws
collectively, Health Information Privacy Laws").
9.6 Remedies. Violation or breach of this Section may result in grievous and irreparable
harm to the Parties. which harm may be difficult to quantify, and a Party whose Confidential
Information is disclosed will not have an adequate remedy at law for breach of this Section.
Therefore, each Party shall waive any defense that the other Party has an adequate remedy at law in
1091663.2 19
BIB]
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COMPLETED BOARD ORDER AND AGR�k)�the event of such breach, and the other Party may enforce its rights in equity by injunctive or other
equitable relief, in addition to whatever other remedies may exist. The Parties waive any
requirement for the securing or posting of any bond in connection with obtaining any such injunctive
or other equitable relief.
9.7 Survival. The provisions of this ARTICLE IX shall survive the termination of this
Agreement.
ARTICLE X
EMPLOYEE RECRUITMENT
10.1 Solicitation of Contractor Personnel. County acknowledges that Contractor has
expended and will continue to expend substantial time, effort, and money in training staff in the
management and operation of the Program and the delivery of therapy services. Contractor
Personnel who provide services to County will have access to and possess Confidential Information
of Contractor. For County to employ or contract with Contractor Personnel or former Contractor
Personnel likely would result in the use by County of Contractor Confidential Information in
violation of ARTICLE IX. Therefore, without Contractor's prior written consent, County shall not
i) directly through its efforts; or ii) indirectly through the efforts of person(s) acting by or on behalf
of County during the Term of this Agreement and during an additional one 1) year thereafter.
employ, solicit the employment of, or in any way retain the services of any Contractor Personnel
employed or retained by Contractor at any time during the immediately preceding one 1) year to
provide services to the Program. This restriction will not apply to any Contractor Personnel who
were employed by County prior to their becoming employed or retained by Contractor to provide
Services under this Agreement.
10.2 Solicitation of County Personnel. Without County's prior written consent.
Contractor shall not i) directly through its efforts; or ii) indirectly through the efforts of person(s)
1091663.2 20
BIB]
40718-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
AGREEMENT-U02
LI21329-U03
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6/24/2011-U04
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COMPLETED BOARD ORDER AND AGR�k)�acting by or on behalf of Contractor during the Term of this Agreement and during an additional one
1) year thereafter, employ, solicit the employment of, or in any way retain the services of any
employee, former employee, or independent contractor of County, if such individual was employed
or retained by County at any time during the immediately preceding one 1) year to provide services
in connection with the Program. This restriction will not apply to any County Personnel who were
employed or retained by Contractor prior to their becoming employed or retained by County.
ARTICLE XI
INTELLECTUAL PROPERTY
11.1 Service Mark. Contractor is a registered service mark belonging exclusively to
Contractor. This Agreement transfers no right, title, or interest in or to Contractor or any other mark
to County. County shall not cause any documents to be printed or copied bearing a service mark of
Contractor or a Contractor affiliate without an accompanying legend indicating that such service
mark is the registered service mark of Contractor or its affiliate, as applicable. County shall not
provide any goods or services under Contractor's service mark unless a separate written service
mark license agreement, specifically authorizing the use of such service mark, is entered into by the
Parties.
11.2 Survival. The provisions of this ARTICLE XI shall survive termination of this
Agreement.
ARTICLE XII
COMPLIANCE
12.1 Compliance Programs.
a) County represents and warrants to Contractor that County has in effect a
compliance program that promotes the prevention, detection, and resolution of instances of conduct
that do not conform to federal and state laws and that such compliance program will extend to the
1091663.2 21
BIB]
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COMPLETED-U02
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ORDER-U02
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AS99818-U03
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6/24/2011-U04
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COMPLETED BOARD ORDER AND AGR�k)�Program, including without limitation: i) the documentation of services provided through the
Program by County personnel; and ii) County's billing of Program services. As part of County's
compliance efforts, County shall monitor the operation of the Program with the same level of
frequency and intensity as that with which County monitors County's operations generally, but in no
event shall County review the Program less frequently than once each twelve 12) months. County's
obligation to monitor the program will supplement, but not supersede, Contractor's obligation to
monitor the performance of those individuals serving the Program in the capacity of Contractor
Personnel, as described in Section 12.1(b). If County receives any complaints that the Program does
not operate in compliance with applicable federal and state laws and regulations or if, through
County's internal monitoring of the Program, County identifies an area of potential noncompliance
related to the Program. County shall notify Contractor's compliance officer in a timely manner.
County shall cooperate and assist Contractor in any investigation that Contractor may elect to
conduct in follow-up to information disclosed by County, and shall work with Contractor in good
faith in the development of a plan to correct deficiencies, if any, and to prevent recurrences.
Contractor shall cooperate and assist County in any investigation that County may elect to conduct
pursuant to County's compliance program and shall work with County in good faith in the
development of a plan to correct deficiencies, if any, and to prevent recurrences.
b) Contractor represents and warrants to County that Contractor has in effect a
compliance program that promotes the prevention, detection, and resolution of instances of conduct
that do not conform to federal and state laws and that such compliance program extends to the
documentation of service provided by individuals in their capacity as Contractor Personnel. As part
of Contractor's compliance efforts, Contractor shall monitor the performance of Contractor
Personnel assigned to provide services through the Program with the same level of frequency and
1091663.2 22
BIB]
40718-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
AGREEMENT-U02
LI21329-U03
FO96183-U03
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AS99818-U03
AI102092-U03
DO103404-U03
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COMPLETED-U03
BOARD-U03
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6/24/2011-U04
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6-U06
A.-U07
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960-NMC-U08
RUIZ-IGNACIO-U09
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COMPLETED BOARD ORDER AND AGR�k)�intensity as that with which Contractor monitors Contractor Personnel assigned to comparable
programs across the United States, but in no event shall Contractor review the performance of
Contractor Personnel less frequently than once each twelve 12) months. Contractor's obligations to
monitor those individuals serving as Contractor Personnel will supplement, but not supersede,
County's obligation to monitor the Program, as described in Section 12.1(a). If Contractor receives
any complaints that the Program does not operate in compliance with applicable federal and state
laws and regulations or if, through Contractor's internal monitoring of the Contractor Personnel,
Contractor identifies an area of potential noncompliance related to the Program, Contractor shall
notify County's compliance officer in a timely manner. Contractor shall cooperate and assist County
in any investigation that County may elect to conduct in follow-up to information disclosed by
Contractor, and shall work with County in good faith in the development of a plan to correct
deficiencies, if any, and to prevent recurrences. County shall cooperate and assist Contractor in any
investigation that Contractor may elect to conduct pursuant to Contractor's compliance program and
shall work with Contractor in good faith in the development of a plan to correct deficiencies, if any,
and to prevent recurrences.
12.2 Compliance With General Laws. Each Party shall perform its obligations under
this Agreement in compliance with all applicable laws, ordinances, codes and regulations of federal,
state and local governments, including, laws that require the application of the laws of any other
jurisdiction.
12.3 Compliance With Healthcare Laws. Without limiting the generality of the
foregoing Section, each Party shall fulfill its obligations under this Agreement in accordance with
any and all applicable laws, rules, guidelines and requirements of governmental, accrediting,
reimbursement. payment and other agencies having jurisdiction over the services provided
1091663.2 23
BIB]
40718-U01
COMPLETED-U02
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ORDER-U02
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6/24/2011-U04
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COMPLETED BOARD ORDER AND AGR�k)�hereunder, including without limitation, compliance with all applicable laws and regulations of
foreign, federal, state and local governments and all agencies thereof relating to Healthcare Laws
and Practices as defined below). For purposes of this Agreement, Healthcare Laws and
Practices" means all federal, state or local laws, rules, regulations or guidelines regarding a) any
government-sponsored health care program, including Medicare and other federally or state funded
entitlement programs, and including those laws, rules, regulations and guidelines related to covered
services, charging practices, billing, collection, marketing and advertising; b) kickbacks, fee-
splitting and other referral practices, including, without limitation, the federal anti-kickback statute
set forth at 42 U.S.C. Section 1320a-7b the Anti-Kickback Statute"), the federal physician self-
referral prohibition law set forth at 42 U.S.C. Section 1395nn the Stark Law"), California
Business and Professions Code Section 650, California Welfare and Institutions Code Section
14107.2(a), California Business and Professions Code Sections 650.01 and 650.02, California Labor
Code Sections 139.3 and 139.31 and other related or similar laws and regulations; and c) the
privacy, confidentiality, maintenance, or protection of patient records, including, without limitation,
Health Information Privacy Laws.
12.4 HIPAA Compliance. County and Contractor are each a separate covered entity" as
such term is defined under HIPAA. As covered entities, County and Contractor shall implement all
necessary policies, procedures, and training to comply with HIPAA and other laws, rules and
regulations pertaining to the use, maintenance, and disclosure of patient-related information.
a) Organized Health Care Arrangements. If requested by County during the
Term of this Agreement, Contractor shall participate in an Organized Health Care Arrangement
OHCA"), as such term is defined under HIPAA, and comply with County's OHCA-related
policies, procedures, and notice of privacy practices.
1091663.2 24
BIB]
40718-U01
COMPLETED-U02
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ORDER-U02
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6/24/2011-U04
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COMPLETED BOARD ORDER AND AGR�k)�b) Business Associate Agreement. County, as a covered entity, and Contractor,
as a business associate, are parties to a HIPAA Business Associate Agreement the BAA") and
agree that the BAA shall be updated from time to time as needed for continued compliance with
HIPAA.
12.5 Fair Value Warranty. Each Party represents and warrants to the other that the
aggregate benefit given or received under this Agreement has been determined in advance through a
process of arm's length negotiations that were intended to achieve an exchange of services consistent
with fair market value under the circumstances, and that any benefit given or received under this
Agreement is not intended to induce, does not require, and is not contingent upon, the admission,
recommendation or referral of any patient, item or service, directly or indirectly, to County or
Contractor and, further, is not determined in any manner that takes into account, directly or
indirectly, the value of business generated between the Parties.
12.6 Survival. The provisions of this ARTICLE XII shall survive the termination of this
Agreement.
ARTICLE XIII
INSURANCE AND INDEMNIFICATION
13.1 Insurance.
a) Minimum Coverages. At a minimum, during the Term of this Agreement,
each Party shall, at its sole expense, maintain the following insurance coverages:
i)
Commercial and comprehensive general liability insurance in amounts
not less than One Million Dollars $1,000,000.00) per occurrence and Three Million Dollars
$3,000,000.00) annual aggregate for all covered claims;
10916632 25
BIB]
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COMPLETED BOARD ORDER AND AGR�k)�ii) Professional liability or errors and omissions insurance with limits of
liability of not less than One Million Dollars $1,000,000.00) per claim and Three Million Dollars
$3,000,000.00) per occurrence;
Workers' compensation insurance and other insurance as required by
law.
b) Additional Insured; Continued Coverage. Each Party shall ensure that any
of the insurance coverages provided above will name the other Party as an additional insured. Such
insurance coverages shall be primary and noncontributory. To the extent such insurance coverages
are on a claims-made basis, each Party shall, at its sole expense, provide continued coverage, either
through renewal of coverage, or through purchase of an extended reporting endorsement tail") for
period of four 4)] years after the termination of this Agreement. Such tail coverage shall be at least
in the amounts set forth above. If one Party does not maintain the foregoing group coverage or
purchase tail coverage, the other Party shall have the right to purchase such coverage and bill the
other Party for the premium.
c) Proof of Insurance. Each Party shall provide proof of the coverages required
by this Section 13.1 upon any reasonable request by the other Party. Each Party shall secure an
endorsement from its insurer(s) providing that the other Party shall be provided at least thirty 30)
calendar days prior written notice of any proposed cancellation or change in insurance carriers or
coverage.
13.2 Indemnification of County. To the extent not covered by insurance, Contractor
shall indemnify, hold harmless and defend County, Hospital, and County's and Hospital's affiliates,
officers, directors, partners, and employees County Indemnitees"), from and against any and all
liability, loss, damage, claim, causes of action, and expenses including reasonable attorneys' fees).
1091663.2 2 6
BIB]
40718-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
AGREEMENT-U02
LI21329-U03
FO96183-U03
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DO103404-U03
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COMPLETED-U03
BOARD-U03
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6/24/2011-U04
MARCELLAC-U04
16535-U05
6-U06
A.-U07
APPROVE-U07
THE-U07
AMENDED-U07
RESTATED-U07
AGREEMENT-U07
ACUTE-U07
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SERVICES-U07
AGREEMENT")-U07
BETWEEN-U07
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/13/2011-U011
COUNTY-U012
OF-U012
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TERM-U012
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2012.-U012
COMPLETED BOARD ORDER AND AGR�k )�caused or asserted to have been caused, directly or indirectly, by or as a result of 1) the performance
of any services under this Agreement or any other acts or omissions by Contractor and/or its
members. agents, employees, and/or subcontractors other than acts or omissions occurring at the
specific direction of a County Indemnitee) during the Term of this Agreement; or 2) the breach of
any agreement or covenant of Contractor and/or any of its shareholders, agents, or employees
contained in or made in connection with this Agreement.
13.3 Indemnification of Contractor. To the extent not covered by insurance, County shall
indemnify, hold harmless and defend Contractor, its affiliates, officers, directors, partners, and
employees Contractor Indemnitees"), from and against any and all liability, loss, damage, claim,
causes of action, and expenses including reasonable attorneys' fees), caused or asserted to have
been caused, directly or indirectly, by or as a result of 1) the performance of any intentional acts,
negligent acts, or omissions by County and/or its agents, employees and/or subcontractors other
than any acts or omissions occurring at the specific direction of a Contractor Indemnitee) during the
Term of this Agreement; or 2) the breach of any agreement or covenant of County and/or any of its
agents or employees contained in or made in connection with this Agreement.
13.4 Notice of Indemnified Claims. To the extent a Party hereto intends to seek
indemnification under this Article the Indemnified Party"), such Indemnified Party shall provide
written notice to the Party from whom indemnification is sought Indemnitor") within thirty 30)
days of obtaining information, regarding any action, claim, or demand, which would lead a
reasonable person to conclude that indemnification would be available hereunder an Indemnified
Claim"). The Indemnified Party shall a) allow the Indemnitor and/or its insurers to assume
direction and control of the defense of any action, suit, or proceeding relating to or arising from an
Indemnified Claim. if they elect to do so, including without limitation the right to select or approve
1091663.2 2 7
BIB]
40718-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
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6/24/2011-U04
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16535-U05
6-U06
A.-U07
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RESTATED-U07
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960-NMC-U08
RUIZ-IGNACIO-U09
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COMPLETED BOARD ORDER AND AGR�k )�defense counsel; b) allow the Indemnitor and/or its insurer the right to settle such actions, suits, or
proceedings at the sole discretion of the Indemnitor or its insurer; and c) cooperate fully with the
Indemnitor and its insurer in defending against, and settling, such actions, suits, or proceedings.
Failure of the Indemnified Party to comply with the requirements of this Section shall render this
indemnification provision null and void as to the Indemnified Claim.
13.5 Survival. The provisions of this ARTICLE XIII shall survive the termination of this
Agreement.
ARTICLE XIV
GENERAL PROVISIONS
14.1 Force Majeure. If any Party hereto is delayed or prevented from fulfilling its
obligations under this Agreement by Force Majeure, such Party shall not be liable under this
Agreement for such delay or failure. For purposes of this Agreement, Force Majeure" means any
cause beyond the reasonable control of a Party, including without limitation acts of God, civil or
military disruption, fire, strike, flood, riot, war, or inability due to the aforementioned causes to
obtain necessary labor, materials, or facilities.
14.2 Governing Law. The validity of this Agreement, the interpretations of the rights and
duties of the parties hereunder and the construction of the terms hereof will be governed in
accordance with the laws of the State of California without regard to its conflicts of laws principles.
14.3 Federal Government Access. Until the expiration of four 4) years after services are
rendered under this Agreement, Contractor shall make available, upon request of the Secretary of
Health and Human Services, the Comptroller General, or their duly authorized representatives, any
books, documents including a copy of this Agreement), or records of Contractor necessary to certify
the nature and extent of costs claimed for purposes of Medicare reimbursement for the services
provided under this Agreement. Contractor shall provide such books, documents, and records
1091663.2 8
BIB]
40718-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
AGREEMENT-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99716-U03
MG99791-U03
AS99817-U03
AS99818-U03
AI102092-U03
DO103404-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
6/24/2011-U04
MARCELLAC-U04
16535-U05
6-U06
A.-U07
APPROVE-U07
THE-U07
AMENDED-U07
RESTATED-U07
AGREEMENT-U07
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BETWEEN-U07
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
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COMPLETED BOARD ORDER AND AGR�k )�subject to applicable federal law and in accordance with regulations governing such access. If
Contractor performs any of its obligations under this Agreement through subcontract with a related
organization, and the value or cost of such subcontract services is in excess of Ten Thousand Dollars
$10,000.00), then until four 4) years after the termination of services provided under this
Agreement, Contractor shall provide in its contract with such related organization that such related
organization shall make available, upon request of the Secretary of Health and Human Services, the
Comptroller General, or their duly authorized representatives, any books, documents, and records of
such related organization as are necessary to verify the nature and amount of costs claimed for
Medicare reimbursement with respect to services rendered under this Agreement. Contractor shall
provide such subcontract, books, documents, and records subject to applicable law and in accordance
with regulations governing such access.
14.4 Severability. If any part of this Agreement should be held to be void or
unenforceable, such part shall be treated as severable, leaving valid the remainder of this Agreement
notwithstanding the part or parts found void or unenforceable.
14.5 Medical Records. Patient medical records shall at all times be and remain the
property of County. Pursuant to Section 9.5, Contractor and Contractor Personnel shall maintain the
confidentiality of information contained in patient medical records and will only release such
information and/or records in accordance with applicable state and federal laws and regulations.
14.6 Complete Agreement. This Agreement and any Exhibits attached hereto constitute
the complete understanding of the Parties and supersede any and all other agreements, either oral or
in writing, between the Parties hereto with respect to the subject matter herein, including, without
limitation, the Prior Agreements. No amendment to this Agreement or any of its Exhibits shall be
effective unless in writing and signed by both Parties.
1091663.2 29
BIB]
40718-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
AGREEMENT-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99716-U03
MG99791-U03
AS99817-U03
AS99818-U03
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DO103404-U03
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COMPLETED-U03
BOARD-U03
ORDER-U03
6/24/2011-U04
MARCELLAC-U04
16535-U05
6-U06
A.-U07
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960-NMC-U08
RUIZ-IGNACIO-U09
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COMPLETED BOARD ORDER AND AGR�k )�14.7 Counterparts. This Agreement may be executed in one or more counterparts, all of
which together will constitute only one 1) Agreement.
14.8 Captions. The captions or headings of the Articles and other Sections and
subsections hereof are inserted only as a matter of convenience and shall have no effect on the
meaning of the provisions herein.
14.9 Binding Effect. Except as otherwise expressly provided herein, this Agreement will
be binding on the successors and assigns of the respective Parties.
14.10 Assignment. Neither Party may assign this Agreement or any of its rights or
obligations hereunder without the advance written consent of the other Party, which consent shall not
be unreasonably withheld. Notwithstanding the preceding sentence, either Party may, upon written
notice to the other Party, assign this Agreement without the other Party's written consent to an entity
including an affiliated entity) that acquires operational control of the assigning Party and/or
substantially all of the assigning Party's assets.
14.11 Authority. County and Contractor each represents to the other that it has taken all
necessary corporate action to authorize the execution and delivery of this Agreement.
14.12 Waiver. Any waiver of a breach of this Agreement shall not constitute a waiver of
any subsequent breach.
ARTICLE XV
NOTICES
15.1 Notices. Notices required to be given to the respective Parties under this Agreement
shall be deemed given by any of the following means: a) when personally delivered to County's
contract administrator or to Contractor's responsible officer; b) when personally delivered to the
Party's principal place of business during normal business hours, by leaving notice with any person
apparently in charge of the office and advising such person of the import and contents of the notice;
1091663.2 30
BIB]
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COMPLETED-U02
BOARD-U02
ORDER-U02
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6/24/2011-U04
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COMPLETED BOARD ORDER AND AGR�k )�c) twenty-four 24) hours after the notice is transmitted by facsimile machine to the other Party, at
the Party's facsimile number specified pursuant to this Agreement, provided that the Party giving
notice by facsimile must promptly confirm receipt of the facsimile transmission by telephone to the
receiving Party's office; or d) three 3) days after the notice is deposited in the U.S. Mail with First
Class or better postage fully prepaid, addressed to the Party as indicated below. Notices mailed or
faxed to the Parties shall be addressed as follows:
If to County: Contracts/Purchasing Manager
1444 Constitution Boulevard
Salinas, CA 93906
Tel: 831) 755-4111
Fax: 831) 757-2592
With copies to:
Tel:
Fax:
Attn:
County of Monterey
Office of the County Counsel
168 West Alisal Street, Third Floor
Salinas, CA 93901
831) 755-5045
831) 755-5283
Deputy County Counsel, Health & Social Services Division
If to
Contractor: Contractor Group Management Services, Inc.
15.2 Change of Address. Either Party may change his/her/its address for notices by
notice given pursuant to this Section.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as
of the Effective Date.
COUNTY"
MONTEREY COUNTY, a political
subdivision of the State of California
By:
CONTRACTOR"
CONTRACTOR GROUP
MANAGEMENT SERVICES, INC., a
Delaware corporation
1091663.2 31
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COMPLETED BOARD ORDER AND AGR�k!)�By:
Print Name:
Its: Contracts/Purchasing Manager
15.3
HOSPITAL"
NATIVIDAD MEDICAL CENTER, a
political subdivision of the State of
California
By:
Print Name:
Its: Chief Executive Officer
15.4
It-S;- VP-frf
Print4 ai
By: / G/CJL
Print Name:
Its: President, spital Rehabilitation
Services
By:
Print Name:
Its: tear- vP
APPROVED AS TO FORM:
Print Name: Deputy County Counsel, Cb inty of Monterey
i iioi66ntroller
County f Monterey
109166;2 j 2
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30,-U012
2012.-U012
B.-U012
AUTHORIZE-U012
THE-U012
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TO-U012
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TO-U012
EXCEED-U012
$4,088,525-U012
THE-U012
TERM-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2012.-U012
COMPLETED BOARD ORDER AND AGR�k")�EXHIBIT A
COMMUNITY SERVICES DEVELOPMENT / COMMUNICATIONS ACTIVITIES
Contractor Responsibilities:
Development of Patient Orientation Literature
Contractor" Community Relations Brochure
Community Relations Plan: development and implementation, including travel,
entertainment, and business meal expenses related to direct community relations efforts
Contractor specialty items for community relations development
Reprints of selected articles
Community Relations Training
Tracking Systems diagnosis, payor class, admissions, hospitals, etc.
Patient Relations Tracking
Assist in developing Public Relations programs
County Responsibilities:
Printing of business cards for five 5) members of the Contractor Program Team
Provide telephone system usually four 4) telephones with four 4) lines common to
each) and media advisories / press releases on hospital stationery, mailing of clinical
staffing notes
Printing, addressing, and mailing of invitations and announcements for Contractor
educational seminars and community services development events, and collaterals
Hosting of groups for seminars, community services development events and open
houses, including refreshments and meals
Photocopy machines available for the Program's use in the Hospital
109166 2 Exhibit A. Page 1
BIB]
40718-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
AGREEMENT-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99716-U03
MG99791-U03
AS99817-U03
AS99818-U03
AI102092-U03
DO103404-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
6/24/2011-U04
MARCELLAC-U04
16535-U05
6-U06
A.-U07
APPROVE-U07
THE-U07
AMENDED-U07
RESTATED-U07
AGREEMENT-U07
ACUTE-U07
REHABILITATION-U07
SERVICES-U07
AGREEMENT")-U07
BETWEEN-U07
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/13/2011-U011
COUNTY-U012
OF-U012
MONTEREY-U012
COUNTY"),-U012
ON-U012
BEHALF-U012
OF-U012
NATIVIDAD-U012
MEDICAL-U012
CENTER-U012
NMC"),-U012
REHABCARE-U012
GROUP-U012
MANAGEMENT-U012
SERVICES,-U012
INC.,-U012
TO-U012
PROVIDE-U012
MANAGEMENT-U012
REHABILITATION-U012
SERVICES-U012
THE-U012
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ACUTE-U012
REHABILITATION-U012
UNIT-U012
ARU),-U012
A-U012
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TO-U012
EXCEED-U012
$4,088,525-U012
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TERM-U012
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2010-U012
THROUGH-U012
JUNE-U012
30,-U012
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B.-U012
AUTHORIZE-U012
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PURCHASING-U012
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TO-U012
EXECUTE-U012
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TO-U012
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$4,088,525-U012
THE-U012
TERM-U012
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1,-U012
2010-U012
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JUNE-U012
30,-U012
2012.-U012
COMPLETED BOARD ORDER AND AGR�k#)�EXHIBIT B
CONTRACTOR EQUIPMENT
PHYSICAL THERAPY EQUIPMENT
Adjustable Metal Cane Platform Attachment
Adult Forearm Safe-T-Crutch set of 2) Posture Mirror
Airex Physical Therapy Mat Powder Board
Cold Packs Pressure Splints Kit
Dumbbells and Rack Selection of AFOs
EMS plus unit Set of Weight Balls and Rack
Exercise Bike Sidestepper Cane/Walker
Folding Walker Sonicator with Large Sound Head
Folding Walker youth size) Splint Mouthpieces
Glide Break Footpiece 1 pair) Splint Mouthpiece Filters
Mat Tables Therapy Roll 8" x 36"
Neuro Hammer Training Steps
Offset Handle Narrow Base Quad Cane Transfer Boards
Offset Handle Wide Base Quad Cane Treatment Stools
Parallel Bars Wall Pulley System
Pen Lights Wheel Footpiece 1 pair)
OCCUPATIONAL THERAPY EQUIPMENT
2 Point Anesthesiometer Moleskin Adhesive Padding
Adjustable Work Height Table 36"x60") Perceptual and Cognitive Dysfunction in the
Adult Stroke Patient revised)
All-Purpose Scissors Pinch Gauge, 0-30 Pounds
1091663.2 Exhibit B, Page 1
BIB]
40718-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
AGREEMENT-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99716-U03
MG99791-U03
AS99817-U03
AS99818-U03
AI102092-U03
DO103404-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
6/24/2011-U04
MARCELLAC-U04
16535-U05
6-U06
A.-U07
APPROVE-U07
THE-U07
AMENDED-U07
RESTATED-U07
AGREEMENT-U07
ACUTE-U07
REHABILITATION-U07
SERVICES-U07
AGREEMENT")-U07
BETWEEN-U07
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/13/2011-U011
COUNTY-U012
OF-U012
MONTEREY-U012
COUNTY"),-U012
ON-U012
BEHALF-U012
OF-U012
NATIVIDAD-U012
MEDICAL-U012
CENTER-U012
NMC"),-U012
REHABCARE-U012
GROUP-U012
MANAGEMENT-U012
SERVICES,-U012
INC.,-U012
TO-U012
PROVIDE-U012
MANAGEMENT-U012
REHABILITATION-U012
SERVICES-U012
THE-U012
NMC-U012
ACUTE-U012
REHABILITATION-U012
UNIT-U012
ARU),-U012
A-U012
TOTAL-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$4,088,525-U012
THE-U012
TERM-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2012.-U012
B.-U012
AUTHORIZE-U012
THE-U012
NMC-U012
PURCHASING-U012
MANAGER-U012
TO-U012
EXECUTE-U012
THE-U012
AGREEMENT-U012
A-U012
TOTAL-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$4,088,525-U012
THE-U012
TERM-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2012.-U012
COMPLETED BOARD ORDER AND AGR�k$)�Assorted Thera-Band Purdue Pegboard
Card Holder Rack Soft Touch Velfoam Loop 1"
Card Holder Disks Soft Touch Velfoam 4"
Clear Lap Tray Soft Skin Padding, 9" x 4" Yard Roll
CVA Slings Suction Brush
Cylindrical Foam Padding Suction Denture Brush
D Rings Therapeutic Balls
Economy Stopwatch Therapy Putty
Exercise Skate Transfer Tub Bench
Fast Heat Gun Triangular Finger Grips 1 1/2" long, Pkg. of 6
Foam Elevating Wheelchair Arm Tray Left Triangular Pen/Pencil Grips, Pkg. of 25
Foam Elevating Wheelchair Arm Tray Right Universal Cuffs
Functional Push-Up Blocks Velcro Pressure Sensitive White 1" Hook 25
Yards Roll
Grooved Pegboard Test Visual Matching Memory and Sequencing,
Complete Set
Jamar Dynamometer Webbing for Sling, 2" x 25 yards
Minnesota Rate of Manipulation Test Wedge
SPEECH LANGUAGE PATHOLOGY EQUIPMENT
Advanced Community Exercises ACE) Photo Cue Cards
Aphasia Language Performance Scale ALPS Reading Comprehension Battery for Aphasia
Boston Assessment of Severe Aphasia BASA) Ross Information Processing Assessment
Boston Diagnostic Aphasia Exam Set II, Eye-Hand Coordination
Cognitive Rehabilitation of Closed Head Injured Set I, Eye-Hand Coordination
1091663.2 Exhibit B, Page 2
BIB]
40718-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
AGREEMENT-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99716-U03
MG99791-U03
AS99817-U03
AS99818-U03
AI102092-U03
DO103404-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
6/24/2011-U04
MARCELLAC-U04
16535-U05
6-U06
A.-U07
APPROVE-U07
THE-U07
AMENDED-U07
RESTATED-U07
AGREEMENT-U07
ACUTE-U07
REHABILITATION-U07
SERVICES-U07
AGREEMENT")-U07
BETWEEN-U07
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/13/2011-U011
COUNTY-U012
OF-U012
MONTEREY-U012
COUNTY"),-U012
ON-U012
BEHALF-U012
OF-U012
NATIVIDAD-U012
MEDICAL-U012
CENTER-U012
NMC"),-U012
REHABCARE-U012
GROUP-U012
MANAGEMENT-U012
SERVICES,-U012
INC.,-U012
TO-U012
PROVIDE-U012
MANAGEMENT-U012
REHABILITATION-U012
SERVICES-U012
THE-U012
NMC-U012
ACUTE-U012
REHABILITATION-U012
UNIT-U012
ARU),-U012
A-U012
TOTAL-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$4,088,525-U012
THE-U012
TERM-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2012.-U012
B.-U012
AUTHORIZE-U012
THE-U012
NMC-U012
PURCHASING-U012
MANAGER-U012
TO-U012
EXECUTE-U012
THE-U012
AGREEMENT-U012
A-U012
TOTAL-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$4,088,525-U012
THE-U012
TERM-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2012.-U012
COMPLETED BOARD ORDER AND AGR�k%)�Patients
Colored Cubes for Cognitive Skills Shape Stamps
Consumer Sequential Cards Social Sequences
Evaluation and Treatment of Swallowing
Disorders Source Book for Aphasia Out of Print until
January 1995
Figure Ground Activity Cards Tape Recorder
Group Activities for Brain Injured Adults Therapy Kit Mirror
Independent Living Sequential Cards Visual Sequential Memory Exercise
Language Activity Resource Kit LARK) Workbook for Adult Language and Cognition,
Complete Set
Large Paraquetry Blocks and Designs Workbook for Reasoning Skills
LARK Workbook Workbook for Language Skills
Mental Math and Estimation Workbook of Cognitive Skills
Mini Inventory of Right Brain Injury Working with Apraxic Clients
Multivariant Sequencing Beads and Bead Pattern Working with Dysarthic Clients
RESOURCE MATERIALS
Handbook of Severe Disability, 1981 Stolov & Clowers
Minnesota Rate of Manipulation Test
Perceptual and Cognitive Dysfunction in the Adult Stroke Patient revised)
Rehabilitation of the Head Injured Adult Comprehensive Cognitive Management
Geriatric Exercise and Rehabilitation Prescription Kit reproducible cards)
ASSORTED EQUIPMENT FOR ACTIVITIES OF DAILY LIVING, INCLUDING:
Assorted Adaptive Feeding Utensils
1091663.2 Exhibit B, Page 3
BIB]
40718-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
AGREEMENT-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99716-U03
MG99791-U03
AS99817-U03
AS99818-U03
AI102092-U03
DO103404-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
6/24/2011-U04
MARCELLAC-U04
16535-U05
6-U06
A.-U07
APPROVE-U07
THE-U07
AMENDED-U07
RESTATED-U07
AGREEMENT-U07
ACUTE-U07
REHABILITATION-U07
SERVICES-U07
AGREEMENT")-U07
BETWEEN-U07
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/13/2011-U011
COUNTY-U012
OF-U012
MONTEREY-U012
COUNTY"),-U012
ON-U012
BEHALF-U012
OF-U012
NATIVIDAD-U012
MEDICAL-U012
CENTER-U012
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GROUP-U012
MANAGEMENT-U012
SERVICES,-U012
INC.,-U012
TO-U012
PROVIDE-U012
MANAGEMENT-U012
REHABILITATION-U012
SERVICES-U012
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NMC-U012
ACUTE-U012
REHABILITATION-U012
UNIT-U012
ARU),-U012
A-U012
TOTAL-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$4,088,525-U012
THE-U012
TERM-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2012.-U012
B.-U012
AUTHORIZE-U012
THE-U012
NMC-U012
PURCHASING-U012
MANAGER-U012
TO-U012
EXECUTE-U012
THE-U012
AGREEMENT-U012
A-U012
TOTAL-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$4,088,525-U012
THE-U012
TERM-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2012.-U012
COMPLETED BOARD ORDER AND AGR�k&)�Be OK Scoop Dish
Be OK Reacher folding)
Flexible Seek and Stocking Aid
Invisible Food Guard
Little Octopus Suction Holder, Pkg. of 3
Long Scrub Sponge, Round
Rocker Knife
Soft Build-up Handle Fork
Sponge Wash Mitt
ASSORTED LEISURE ACTIVITY EQUIPMENT, INCLUDING:
Bingo
Cross Stitch Kit
Needlepoint Coasters
Tournament Chess
Tournament Checkers
10916633 Exhibit B, Page 4
BIB]
40718-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
AGREEMENT-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99716-U03
MG99791-U03
AS99817-U03
AS99818-U03
AI102092-U03
DO103404-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
6/24/2011-U04
MARCELLAC-U04
16535-U05
6-U06
A.-U07
APPROVE-U07
THE-U07
AMENDED-U07
RESTATED-U07
AGREEMENT-U07
ACUTE-U07
REHABILITATION-U07
SERVICES-U07
AGREEMENT")-U07
BETWEEN-U07
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/13/2011-U011
COUNTY-U012
OF-U012
MONTEREY-U012
COUNTY"),-U012
ON-U012
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GROUP-U012
MANAGEMENT-U012
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TO-U012
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REHABILITATION-U012
UNIT-U012
ARU),-U012
A-U012
TOTAL-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$4,088,525-U012
THE-U012
TERM-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2012.-U012
B.-U012
AUTHORIZE-U012
THE-U012
NMC-U012
PURCHASING-U012
MANAGER-U012
TO-U012
EXECUTE-U012
THE-U012
AGREEMENT-U012
A-U012
TOTAL-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$4,088,525-U012
THE-U012
TERM-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2012.-U012
COMPLETED BOARD ORDER AND AGR�k')�EXHIBIT C
COUNTY EQUIPMENT
MISCELLANEOUS EQUIPMENT
Speech Therapy Office desk and chair, wooden table and chairs, file cabinet, bookshelf.
Occupational Therapy Office desk and chair; ADL kitchen inclusive of stove, refrigerator,
cabinetry, and sink), storage cabinet and microwave).
Dining / Activity Area Adequate number of round tables minimum height of 29"), straight
chairs with arms, and storage cabinet.
Physical Therapy Office desk and chairs, storage cabinet, locking file cabinet, treatment
room curtains.
Psychology Office desk and chairs 2), bookshelf, locking file cabinet.
Social Worker Office desk and chairs 3), bookshelf, locking file cabinet.
Program Director Office desk and chairs 2), 4-drawer locking file cabinet, bookshelf.
Copy machine on unit.
Nursing Wheelchairs with various attachments minimum of five 5) on opening
of the unit), wheelchair scale, standard Hoyer lift with sling, functional
washer and dryer, typewriter, schedule board 48" x 72").
All bathroom fixtures and equipment, including one 1) island tub.
Standard kitchen equipment to include cookware pots, pans, bowls, dishes), utensils, and linen, food
preparation items.
Patient rooms require: Electric beds, curtain enclosures, bedside table, over-the-bed bulletin board
24" x 36"), closet, and one 1) visitor's chair, clock, calendar one per patient).
Office supplies.
1091663.2
BIB]
40718-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
AGREEMENT-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99716-U03
MG99791-U03
AS99817-U03
AS99818-U03
AI102092-U03
DO103404-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
6/24/2011-U04
MARCELLAC-U04
16535-U05
6-U06
A.-U07
APPROVE-U07
THE-U07
AMENDED-U07
RESTATED-U07
AGREEMENT-U07
ACUTE-U07
REHABILITATION-U07
SERVICES-U07
AGREEMENT")-U07
BETWEEN-U07
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/13/2011-U011
COUNTY-U012
OF-U012
MONTEREY-U012
COUNTY"),-U012
ON-U012
BEHALF-U012
OF-U012
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A-U012
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$4,088,525-U012
THE-U012
TERM-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2012.-U012
B.-U012
AUTHORIZE-U012
THE-U012
NMC-U012
PURCHASING-U012
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TO-U012
EXECUTE-U012
THE-U012
AGREEMENT-U012
A-U012
TOTAL-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$4,088,525-U012
THE-U012
TERM-U012
JULY-U012
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2012.-U012
COMPLETED BOARD ORDER AND AGR�k()�Client#: 28407
ACORD
CERTIFICATE OF LIABILITY INSURANCE DATE MMID
TM 4/ 29/2010
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
J. W. Terrill, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
825 Maryville Centre Dr. #200 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Chesterfield, MO 63017
Linda Gregory 314-594-2789 INSURERS AFFORDING COVERAGE NAIC #
INSURED INSURER A: Homeland Ins. Co of New York JDM
RehabCare Group, Inc.
INSURER B:
7733 Forsyth Blvd., Suite # 2300
INSURER C:
Clayton, MO 63105
INSURER D:
INSURER E:
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INS
LTR DD'
NSR
TYPE OF INSURANCE
POLICY NUMBER POLICY EFFECTIVE
DATE MM/DDIYY POLICY EXPIRATION
DATE MMIDD/YY
LIMITS
A GENERAL LIABILITY MPP302610 05/01/10 05/01/11 EACH OCCURRENCE $1,500,000*
COMMERCIAL GENERAL LIABILITY PREMISES DAMAGE OEa occurrence) l $100,000
I CLAIMS MADE a OCCUR MED EXP Any one person) $5,000
PERSONAL & ADV INJURY $
GENERAL AGGREGATE $5,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS COMP/OP AGG $
X POLICY PRO LOC
A AUT OMOBILE LIABILITY MPP302610 05/01/10 05/01/11 COMB
E
IN
D SINGLE LIMIT
E
id $1
000
000
ANY AUTO a acc
ent)
ALL OWNED AUTOS
BODILY INJURY
$
SCHEDULED AUTOS Per person)
X HIRED AUTOS
BODILY INJURY
$
X NON-OWNED AUTOS Per accident)
F PROPERTY D
M
A
AGE $
Per accident)
GARAGE LIABILITY AUTO ONLY EA ACCIDENT $
ANY AUTO EA ACC
OTHER THAN $
AUTO ONLY: AGG $
A EXCESS/UMBRELLA LIABILITY MPX237610 05/01/10 05/01/11 EACH OCCURRENCE $7,000,000
X OCCUR FICLAIMS MADE AGGREGATE s7,000,000
DEDUCTIBLE $
X RETENTION $ $
WORKERS COMPENSATION AND WC STATUS OTH-
0, 1.
T Y T
EMPLOYERS
LIABILITY
ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $
OFFICER/MEMBER EXCLUDED?
E.L. DISEASE EA EMPLOYEE
$
If yes, describe under
SPECIAL PROVISIONS below
E.L. DISEASE POLICY LIMIT
$
OTHER
DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES 1 EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS
*Deductible of $500,000 per claim/$2,000,000 per aggregate applies.
Monterey County, its officers, agents and employees are added as
Additional Insureds as respects the contractual obligations of the Named
Insured.
CERTIFICATE HOLDER
Nativdad Medical Center
1441 Constitution Blvd.
Salinas, CA 93906
ACORD 25 2001108) 1 of 2 #S434370/M432838
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL In DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
REPRESENTATIVES.
AIUTHORIZED P_EPRESENTATIVE
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COMPLETED BOARD ORDER AND AGR�k))�ACORO'
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DATE MM1"DDiYYYYj
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PRODUCE tl I m1I Irn LC 1 St I n:iY, THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Ihrc Oi Race r J 9'0'i) I ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
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NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
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AUTHORIZED REPRESS
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1 88-2Dt}9yACORD C)RPORATION, All rights reserved
The ACORD name and lino are registered marks of ACORD
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FO99716-U03
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6/24/2011-U04
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THE-U07
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SIGNED BOARD REPORT"�|E���MONTEREY COUNTY BOARD OF SUPERVISORS
MEETING: May 24, 2011
AGENDA NO.:
SUBJECT: a. Approve the Amended and Restated Agreement for Acute
Rehabilitation Services Agreement") between the County of
Monterey County"), on behalf of Natividad Medical Center
NMC"), and RehabCare Group Management Services, Inc to provide
management and rehabilitation services for the NMC Acute
Rehabilitation Unit ARU), for a total amount not to exceed $4,088,525
for the term July 1, 2010 through June 30, 2012.
b. Authorize the NMC Purchasing Manager to execute the Agreement for
a total amount not to exceed $4,088,525 for the term July 1, 2010
through June 30, 2012
DEPARTMENT: Natividad Medical Center
RECOMMENDATION:
It is recommended that the Board of Supervisors:
a. Approve the Amended and Restated Agreement for Acute Rehabilitation Services
Agreement") between the County of Monterey County"), on behalf of Natividad Medical
Center NMC"), and RehabCare Group Management Services, Inc to provide management
and rehabilitation services for the NMC Acute Rehabilitation Unit ARU), for a total amount
not to exceed $4,088,525 for the term July 1, 2010 through June 30, 2012.
b. Authorize the NMC Purchasing Manager to execute the Agreement for a total amount not to
exceed $4,088,525 for the term July 1, 2010 through June 30, 2012
SUMMARY:
The County of Monterey, on behalf of NMC, has an agreement with RehabCare Group Management
Services, Inc, a leading national provider of post-acute services, managing rehabilitation programs in
partnership with over 1,270 hospitals and skilled nursing facilities in 42 states. For the last eight
years, pursuant to the parties' agreement, RehabCare has operated NMC's Acute Rehabilitation Unit
ARU"), a specialized clinical unit that serves patients with a multitude of diagnoses including
stroke, orthopedic conditions, arthritis and traumatic brain injuries. The parties' existing agreement,
which has been amended five times, expires June 30, 2012. The parties seek to amend the agreement
for a sixth time to, among other things, change the scope of the arrangement but keep the same
termination date. Given the nature of the negotiated amendments and the extent and number of prior
amendments, the parties determined that their agreement needed to be clarified and restated, not
merely amended. The Restated Agreement and Amendment is a product of many months of
negotiation.
DISCUSSION:
Pursuant to the parties' existing agreement, RehabCare has managed NMC's ARU under the
direction of a Medical Director and has performed outpatient non-ARU) rehabilitation services for
NMC patients. In June 2010, NMC initiated discussions with RehabCare regarding discontinuing the
vendor's management of outpatient rehabilitation services at NMC and having NMC staff perform
these services directly. In July 2010, the Medical Director of the ARU became a contracted
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SIGNED BOARD REPORT"�|E���employee of the County, no longer requiring NMC to pay RehabCare for his services under the
existing agreement. NMC and RehabCare agreed after much negotiation that the outpatient services
by RehabCare would conclude September 30, 2010.
The outcome of the parties' negotiations and related events required changes to the parties' existing
multi-part, multi-page agreement. Accordingly, NMC and RehabCare negotiated a Restated and
Amended Agreement to memorialize the parties' negotiated changes to their arrangement and to
reduce ambiguity and confusion in the agreement introduced by prior amendments. The negotiations
were protracted, requiring many months of negotiation, careful drafting by outside healthcare law
counsel, and several layers of internal review at the County and at the vendor.
As a result of the restated and emended agreement, the maximum liability under the parties'
agreement has been reduced.
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 Restated Agreement and Amendment shall be financed by NMC. This action will not require
any additional General Fund subsidy
Prepared by:
Andrea Rosenberg, Administrator 755-6285
April 5, 2011
Harry Weis
Chief Executive Officer
Attachments: Amended and Restated Agreement, Board Order
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