Audit and Finance Committee

Transcription

Governing Board
Audit and Finance Committee
April 13, 2016 3:30 PM
ProVidence Suite
Trauma Building/5th Floor
800 Hope Place, Las Vegas, NV
AGENDA
University Medical Center of Southern Nevada
GOVERNING BOARD
AUDIT & FINANCE COMMITTEE
April 13, 2016, 3:30 p.m.
800 Hope Place, Las Vegas, Nevada
UMC Trauma Building, ProVidence Suite 5th Floor)
Notice is hereby given that a meeting of the UMC Governing Board Audit & Finance Committee
has been called and will be held on Wednesday April 13, 2016, commencing at 3:30 p.m. at the
UMC Trauma Building, ProVidence Suite (5th Floor), 800 Hope Place, Las Vegas, Nevada to
consider the following:
This meeting has been properly noticed and posted in the following locations: University Medical Center 1800 W. Charleston Blvd. Las Vegas, NV (Principal Office) CC Government Center 500 S. Grand Central Pkwy. Las Vegas, NV Third Street Building 309 S. Third St. Las Vegas, NV Regional Justice Center 200 Lewis Ave., 1st Flr. Las Vegas, NV City of Las Vegas 400 Stewart Ave. Las Vegas, NV 
City of Henderson 240 Water St. Henderson, NV
The main agenda is available on University Medical Center of Southern Nevada’s website http://www.umcsn.com. For
copies of agenda items and supporting back-up materials, please contact Terra Lovelin at (702) 765-7949. The Audit &
Finance Committee may combine two or more agenda items for consideration.
Items on the agenda may be taken out of order.
The Audit & Finance Committee may remove an item from the agenda or delay discussion relating to an item at any time.


SECTION 1: OPENING CEREMONIES
CALL TO ORDER
1.
Public Comment
PUBLIC COMMENT. This is a period devoted to comments by the general public about
items on this agenda. If you wish to speak to the Committee about items within its
jurisdiction but not appearing on this agenda, you must wait until the “Comments by the
General Public” period listed at the end of this agenda. Comments will be limited to
three minutes. Please step up to the speaker's podium, clearly state your name and
address and please spell your last name for the record. If any member of the
Committee wishes to extend the length of a presentation, this will be done by the Chair
or the Committee by majority vote.
2.
Approval of minutes of the regular meeting of the UMC Governing Board Audit and
Finance Committee meeting of March 16, 2016.(For possible action).
3.
Approval of Agenda (For possible action)
1
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SECTION 2: BUSINESS ITEMS
4.
Receive a presentation and review and approve the UMC Risk Assessment, which will
be used to conduct background research in order to develop the 2017 Internal Audit
plan. (For possible action)
5.
Receive a report on UMC’s immediate capital priorities and direct staff accordingly. (For
possible action)
6.
Review and recommend for approval by the Governing Board the Purchase Schedule
between Innerwireless, Inc. d/b/a BlackBox Network Services and University Medical
Center of Southern Nevada for Upgrade to the existing Distributed Antenna System
(DAS) for the Telemetry Monitoring System; and take action as deemed appropriate.
(For possible action)
7.
Review and recommend for approval by the Governing Board the new Order Form
between McKesson Technologies, Inc. and University Medical Center of Southern
Nevada for Application Management Services and Infrastructure Management Services
for Support of the McKesson Electronic Health Systems during Implementation of the
replacement EHR; and take action as deemed appropriate. (For possible action)
8.
Review and recommend for approval by the Governing Board the Consulting Services
Agreement for Patient Advocacy Post Discharge Services between PatientPAL.org, LLC
and University Medical Center of Southern Nevada and authorize the Chief Executive
Officer to exercise the renewal option; and take action as deemed appropriate. (For
possible action)
9.
Review and recommend for approval by the Governing Board, the Second Amendment
to the Master Services Agreement and Services Agreement for Perfusion and Related
Services with Specialty Care, Inc.; and take action as deemed appropriate. (For possible
action)
10. Review and recommend for approval by the Governing Board, the Equipment Master
Lease Agreement and Product Service Plan Agreement for the System 7 Power Tools
with Stryker; and take action as deemed appropriate. (For possible action)
11. Review and recommend for approval by the Governing Board, a Professional Services
Agreement with Women’s Cancer Center for Hematology and Oncology, and authorize
the CEO to exercise each option year if/when UMC elects to extend the Agreement; and
take action as deemed appropriate. (For possible action)
12. Receive and review the final FY 2017 budget forms to be submitted to Clark County for
consideration; and direct staff accordingly. (For possible action)
13. Receive monthly financial report for February 2016; and direct staff accordingly. (For
possible action)
14. Receive an update from the Chief Financial Officer; and direct staff accordingly. (For
possible action)
SECTION 3: EMERGING ISSUES
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15. Identify emerging issues to be addressed by staff or by the Audit and Finance
Committee at future meetings; and direct staff accordingly. (For possible action)
COMMENTS BY THE GENERAL PUBLIC
A period devoted to comments by the general public about matters relevant to the Committee’s
jurisdiction will be held. No action may be taken on a matter not listed on the posted agenda.
Comments will be limited to three minutes. Please step up to the speaker’s podium, clearly
state your name and address and please spell your last name for the record.
All comments by speakers should be relevant to the Committee’s action and jurisdiction.
UMC ADMINISTRATION KEEPS THE OFFICIAL RECORD OF ALL PROCEEDINGS OF UMC GOVERNING BOARD AUDIT & FINANCE COMMITTEE. IN ORDER TO MAINTAIN A COMPLETE AND ACCURATE RECORD OF ALL PROCEEDINGS, ANY PHOTOGRAPH, MAP, CHART, OR ANY OTHER DOCUMENT USED IN ANY PRESENTATION TO THE BOARD SHOULD BE SUBMITTED TO UMC ADMINISTRATION. IF MATERIALS ARE TO BE DISTRIBUTED TO THE COMMITTEE, PLEASE PROVIDE SUFFICIENT COPIES FOR DISTRIBUTION TO UMC ADMINISTRATION AND LEGAL COUNSEL. THE COMMITTEE MEETING ROOM IS ACCESSIBLE TO INDIVIDUALS WITH DISABILITIES. WITH TWENTY‐FOUR (24) HOUR ADVANCE REQUEST, A SIGN LANGUAGE INTERPRETER MAY BE MADE AVAILABLE (PHONE: 765‐
7949). 3
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Governing Board Audit and Finance Committee Meeting
March 16, 2016
______________________________________________________________________________ UMC ProVidence Suite
Trauma Building, 5th Floor
800 Hope Place
Las Vegas, Clark County, Nevada
Wednesday, March 16, 2016
3:30 p.m.
The University Medical Center Governing Board Audit and Finance Committee met in the
Providence Suite, UMC Trauma Building, 5th Floor, Las Vegas, Clark County, Nevada, on
Wednesday, March 16, 2016, at the hour of 3:30 p.m. The meeting was called to order at the
hour of 3:30 p.m. by Chair Eileen Raney and the following members were present, which
constituted a quorum of the members thereof.
CALL TO ORDER
Board Members:
Present:
Eileen Raney, Chair
Donald Mackay
Jeff Ellis
Robyn Caspersen (non-voting member)
Harry Hagerty
Absent:
Others Present:
Kurt Houser, Chief Operating Officer
Stephanie Merrill, Chief Financial Officer
Vick Gill, Assistant Hospital Administrator
Andrew Chung, Associate Administrator
Susan Pitz, General Counsel, Hospital Administration
James Conway, Attorney, Hospital Administration
Terra Lovelin, Board Secretary
SECTION 1. OPENING CEREMONIES
ITEM NO. 1
PUBLIC COMMENT
Committee Chair Raney asked if there were any persons present in the audience
wishing to be heard on any item on this agenda.
Speaker(s): None
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UMC Governing Board Audit & Finance Committee
March 16, 2016
ITEM NO. 2
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Approval of minutes of the regular meeting of the UMC Governing Board
Audit and Finance Committee meeting on February 23, 2016. (For possible
action)
FINAL ACTION: A motion was made by Member Mackay that the minutes be
approved as recommended. Motion carried by unanimous vote,
ITEM NO. 3
Approval of Agenda (For possible action)
FINAL ACTION: A motion was made by Member Hagerty that the agenda be
approved as recommended. Motion carried by unanimous vote.
SECTION 2. BUSINESS ITEMS
ITEM NO. 4
Review and recommend for approval by the Governing Board the capitated
Primary Care Agreement and its first Amendment with OptumCare IPA
(“OptumCare”); and take action as deemed appropriate. (For possible
action)
DOCUMENTS SUBMITTED:
- Amendment One UMC Participation Agreement
- Disclosure of Relationship
- Disclosure of Ownership
DISCUSSION: Rose Coker, Director of Managed Care explained that
OptumCare IPA is a subsidiary of Optum Health Care. This is a capitated
agreement to replace the current capitated agreement we have with Sierra
Health Services for their Senior Dimension plan. There are 1,043 lives in the plan
and they are moving the lives over to OptumCare; for primary care services only.
Member Ellis asked Andrew Chung, Associate Administrator if he has done a
review on this contract and if he understood our net per visit revenue. Mr. Chung
replied that we will cover the costs with this contract and it is similar to what we
have with Health Care Partners. One of the benefits with this is a tiered
reimbursement.
FINAL ACTION: A motion was made by Member Ellis to approve and make a
recommendation to the Governing Board to approve the agreement. Motion
carried by unanimous vote.
ITEM NO. 5
Review and recommend for approval by the Governing Board the Barostim
neo Clinical Trial Agreement between CVRx, Inc., HCP Clinical Research,
LLC, University Medical Center of Southern Nevada (UMCSN),
Cardiovascular Surgery of Southern Nevada, and Dr. Dhiraj Narula; and the
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March 16, 2016
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accompanying Facility Fee Payment Agreement between UMCSN and
CVRx, Inc.; and take action as deemed appropriate. (For possible action)
- Facility Fee Payment Agreement
- Clinical Trial Agreement
DISCUSSION: John Liston explained that this item is to approve a clinical trial
agreement for a study on heart failure. There are ten subjects per year at
$24,000 per subject and this can be terminated with 60 days’ notice.
Ron Roemer, Director of Clinical Research further explained that is an
implantable device used to regulate symptoms of heart failure. We are not
engaged in the research study, we are receiving fees for the use of our facility.
Member Hagerty asked what would happen if something were to go wrong with a
study like this, what indemnification would we have from CVRx.
Counsel Susan Pitz replied that we have indemnification from CVRx. We also
have made it clear that we are not engaged in research.
Member Hagerty suggested that as a general matter, we should look into how we
vouch safe indemnification agreements.
Chair Raney suggested that this issue be added to the process list for contracts.
FINAL ACTION: A motion was made by Member Mackay to approve and make
a recommendation to the Governing Board to approve the agreement. Motion
ITEM NO. 6
Review and recommend for approval by the Governing Board, the Provider
Agreement between the Board of Regents of the Nevada System of Higher
Education on behalf of the College of Southern Nevada and University
Medical Center of Southern Nevada for dental care services to Ryan White
participants; and take action as deemed appropriate. (For possible action)
- Provider Agreement
DISCUSSION: This Agreement is to approve dental services for participants of
the Ryan White program. This agreement is not to exceed $120,000 a year and
there is a 30 day termination clause. UMC gets reimbursed for these services so
there is not net gain or loss.
FINAL ACTION: A motion was made by Member Mackay to approve and make
a recommendation to the Governing Board to approve the agreement. Motion
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March 16, 2016
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ITEM NO. 7 Review and recommend for approval by the Governing Board the Clinical
Affiliation Agreement for Dietetic Internship Program between Iowa State
University of Science and Technology and University Medical Center of
Southern Nevada; and take action as deemed appropriate. (For possible
action)
- Clinical Affiliation Agreement
DISCUSSION: This agreement is for student’s enrolled in the dietetic program
and will run through March 2019 with a 90 day termination clause. This
agreement is for two interns per year.
There is zero cost associated with this agreement.
FINAL ACTION TAKEN: A motion was made by Member Hagerty to approve
and make a recommendation to the Governing Board to approve the agreement.
Motion carried by unanimous vote.
ITEM NO. 8
Review and recommend for approval by the Governing Board, Amendment
One to the Agreement with EV&A Architects for Architect/Engineering
Services for the UMC 2040 Building; and take action as deemed
appropriate. (For possible action)
- Amendment One to Agreement for Architecture/Engineering Services
DISCUSSION: Member Hagerty disclosed that EV&A has worked for the UMC
Foundation on two occasions so he would be happy to recuse himself if anyone
felt like there would be conflict of interest. The committee agreed that they see no
conflict.
Mr. Liston explained that this amendment in the amount of $8,000.00 is for EV&A
Architects to design our low voltage and communication and data package for
the third and fourth floor of the 2040 building.
FINAL ACTION TAKEN: A motion was made by Member Ellis to approve and
make a recommendation to the Governing Board to approve the agreement.
ITEM NO. 9
Review and recommend for approval by the Governing Board the Medical
Student Affiliation Agreement between the Board of Regents of the Nevada
System of Higher Education, on behalf of the University of Nevada, Las
Vegas School of Medicine (UNLV) and University Medical Center of
Southern Nevada (UMC); and take action as deemed appropriate. (For
possible action
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March 16, 2016
- Medical Student Affiliation Agreement
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DISCUSSION: The term of this agreement is from July 2017 through June of
2022 with a 90 day termination notice. There are no dollars associated with this
agreement.
Chair Raney asked if there would be any reason we wouldn’t want to approve
this agreement in relation to the land sale that is currently going on; staff replied
no.
FINAL ACTION TAKEN: A motion was made by Member Mackay to approve
and make a recommendation to the Governing Board to approve the agreement.
ITEM NO. 10
Receive and review the FY 2017 Tentative budget to be submitted to Clark
County for consideration and direct staff accordingly. (For possible action)
- FY 2017 Tentative Budget Assumptions
-Proprietary Fund
-FY 2016-2017 Preliminary Tentative Budget
DISCUSSION: Stephanie Merrill, CFO explained the tentative budget that is to
be submitted to Clark County.
There is no new business initiatives included in this budget yet, they are working
through those numbers and will add them next month.
The net revenue is expected to grow at 1.9% and the total operating expenses
are at a 6.9% growth.
On the expense side, salaries and benefits are going up about 5.8% and
purchase services about 8.8%.
Chair Raney noted that this tentative budget does not include Epic.
The budget hearing will be in May but Ms. Merrill plans to bring a more complete
budget back to this committee next month, prior to the County meeting.
Member Hagerty commented that it should be an objective to project at least the
same amount of operating income as last year.
This committee would have a final budget to recommend approval to the
Governing Board at the next meeting in April.
FINAL ACTION TAKEN: None taken
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March 16, 2016
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ITEM NO. 11 Receive monthly financial report for January 2016; and direct staff
accordingly. (For possible action)
- January FY2016 Financials
DISCUSSION: Chief Financial Officer, Stephanie Merrill gave a review of the
financials for January FY 2016.
-Seven consecutive months with a positive net operating income.
-Continued volume and payor mix improvements have helped contribute to the
favorable variance over budget.
-Occupancy remains at about 90% of capacity.
-Medicare is up a few percentage points
-Managed Care is up slightly
-Salaries and benefits were slightly over budget
-Supplies below budget
-Professional fees under budget
-Average daily census continues to climb at 392 patients in beds
Member Caspersen asked if the opening of the new rooms in the hospital
increased occupancy and Ms. Merrill said that they have to reevaluate the total
occupancy benchmark.
It was noted that coding is behind in the Quick Cares and we are trying to fill full
time coder positions.
Mr. Houser commented that our VA transfers are way up. Staff performed a
concentrated effort to attract VA patients as they are good clients. Also, the
operating rooms are now open on Saturdays and Sundays and this is increasing
our numbers quite a bit.
Chair Raney would like to know the number of admits.
-Outpatient surgery exceeded both prior years.
-Average length of stay is up over last year, 6.9 days
Chair Raney would like to add a box that displays the number of total surgery
cases on the monthly financials.
FINAL ACTION TAKEN: None taken
ITEM NO. 12
Receive an update from the Chief Financial Officer; and direct staff
accordingly. (For possible action)
Nothing additional to present at this time.
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March 16, 2016
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ITEM NO. 14 Identify emerging issues to be addressed by staff or by the Audit and
Finance Committee at future meetings; and direct staff accordingly. (For
possible action)
DOCUMENTS SUBMITTED: None submitted.
DISCUSSION: Counsel Pitz introduced and welcomed UMC’s new attorney,
James Conway. He has been in practice for the last six years and will be helping
out with the heavy contract load.
Chair Raney suggested that there be an additional Audit and Finance Committee
meeting scheduled for April to discuss the EPIC contract. It was agreed upon that
an additional meeting will be scheduled for April.
COMMENTS BY THE GENERAL PUBLIC:
At this time, Chair Raney asked if there were any persons present in the audience
wishing to be heard on any items not listed on the posted agenda.
SPEAKERS(S): None
There being no further business to come before the Committee at this time, at the hour of 5:02
p.m., Chair Raney adjourned the open session meeting.
MINUTES APPROVED:
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INTERNAL AUDIT
2017 UMC Administrator Risk Assessment Questionnaire
Completed by:
Title:
1) What are the significant risks/challenges to achieving your objectives and the impact to operations,
finances, productivity, safety and health, reputation, strategic plan, or compliance?
(Please rank each risk according to the severity and probability rankings indicated in the plot chart
at the end of the document)
#
Description of Risks/Challenges
Severity
Probability
1
2
3
4
5
2) What are the most significant risks to UMC and/or the Department?
(Please rank each risk according to the severity and probability rankings indicated in the plot chart
at the end of the document)
#
Description of Risks/Challenges
Severity
Probability
1
2
3
4
5
1
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3) Who are your major vendors or contractors?
a)
b)
c)
d)
e)
4) Do you have any significant purchases/projects planned or in progress?
5) Do any of your departments have any staffing issues, such as significant turnover, turnover of key
employees, shortage of resources, or training deficiencies?
6) What processes/functions might you want Internal Audit to review? Of these, are there any
processes/functions that require immediate attention?
a)
b)
c)
d)
e)
7) In your opinion, what areas/processes/functions within your areas are most susceptible to theft or
fraud?
a)
b)
c)
d)
e)
Thank you for completing the questionnaire.
2
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Risk Ranking Plot Chart
Severity
High
Major
Medium
Minor
Low
Low
Minor
Medium
Likely
Highly
Likely
Probability
3
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Risk Assessment Cover Page
Year:
2017
Date
Approved:
#
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
Process Link to Risk Assessment
Audit Topic
Departments
Involved
Severity
(High/Low)
Probability
(Highly Likely/Low)
Materiality
(Estimated Liability to
Hospital)
Year 1
Year 2
Year 3
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Department Risk Listing and Materiality Research
#
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
Department
Contact
Risks - Observations
Severity
(High/Low)
Likely To Occur
(High/Low)
Materiality
(Estimated Liability to
Hospital)
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Severity
High
Major
Medium
Minor
Low
Low
Minor
Medium
Likely
Highly
Likely
Probability
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Department Risk/Threat Analysis
Department Name
Contact
Date
1) What are the significant risks/challenges to achieving your department objectives and the impact to operations, finances, productivity, safety and health,
reputation, strategic plan, or compliance?
(Please rank each risk according to the severity and probability rankings indicated in the plot chart attached)
#
Risks/Challenges
Impact Area
Severity
*High
*Major
*Medium
*Minor
*Low
Probability
*Highly Likely
*Likely
*Medium
*Minor
*Low
1
2
3
4
5
2) What are the most significant risks to the department?
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(Please rank each risk according to the severity and probability rankings indicated in the plot chart attached)
#
Risks/Challenges
Impact Area
Severity
*High
*Major
*Medium
*Minor
*Low
Probability
*Highly Likely
*Likely
*Medium
*Minor
*Low
1
2
3
4
5
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Possible Impact Areas
Impact Area
Reputation
Customer Loss
Risk Measurement Criteria – Reputation and Customer Confidence
Low
Medium
Reputation of organization and/or public-profile
Reputation of organization and/or publicemployees is minimally affected; little or no effort or profile employees is damaged, and some
expense is required to recover.
effort and expense is required to recover.
Less than 5% reduction in customers due to loss of
confidence
Reputation of
organization
and/or publicprofile employees
is irrevocably
destroyed or
damaged.
More than 15%
reduction in
5% to 15% reduction in customers due to loss customers due to
of confidence
loss of confidence
Risk Measurement Criteria – Financial
Moderate
Operating Costs
Increase of less than 5% in yearly operating costs.
High
Yearly operating
costs increase by
Yearly operating costs increase by 5% to 15%. more than 15%.
Revenue Loss
Less than 5% yearly revenue loss.
5% to 15% yearly revenue loss.
Greater than 15%
yearly revenue loss.
One-time financial cost of 5% to 15% of
annual operating budget.
One-time financial
cost greater than
15% of annual
operating budget.
Impact Area
One-Time Financial
Loss
Low
High
One-time financial cost of less than 5% of annual
operating budget.
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Impact Area
Staff Hours
Impact Area
Life
Health
Safety
Low
Risk Measurement Criteria – Productivity
Medium
Staff work hours are increased by 5% or less for a
period of one week or less.
Low
Staff work hours are increased by 5% to 15%
for a period of one week or less.
High
Staff work hours
are increased by
15% or more for a
period of longer
than one week.
-orStaff work hours
are increased by
greater than 15%
for any period.
Risk Measurement Criteria – Safety and Health
Medium
High
Lives of UMC
patients/employee
Lives of UMC patients/employees are
s are lost or there
No loss or significant threat to patients/employees’ of threatened, but recoverable with no longis long-term
UMC.
term impairment.
impairment.
Permanent
impairment of
significant aspects
Minimal, immediately treatable degradation in UMC
of UMC
patients/employees health with recovery within one Temporary or recoverable impairment of
patients/employee
week.
UMC patients/employees health.
s health.
Safety of UMC
patients/employee
s is affected
resulting in an
Low level safety violations occur with no short or long Safety of UMC patients/employees is affected impact to life or
term impact.
but able to be mitigated.
health.
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Impact Area
Fines
Lawsuits
Investigations
Low
Risk Measurement Criteria – Fines and Legal Penalties
Medium
High
Fines greater than
15% of annual
operating budget
are levied.
Fines less than 5% of annual operating budget are
levied.
Fines between 5% and 15% of annual
operating budget are levied.
Non-frivolous lawsuit or lawsuits less than 5% of
annual operating budget are filed against the
organization, or frivolous lawsuit(s) are filed against
the organization.
Non-frivolous
lawsuit or lawsuits
greater than 15%
of annual operating
Non-frivolous lawsuit or lawsuits between 5% budget are filed
and 15% of annual operating budget are filed against the
against the organization.
organization.
No queries from government or other investigative
organizations.
Government or
other investigative
organization
initiates a highprofile, in-depth
Government or other investigative
investigation into
organization requests information or records organizational
(low-profile).
practices.
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Capital Expense Planning
Audit and Finance Committee 4/13/16
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Integrated Planning Cycle:
Adapted from Allocating Capital, J. Sussman, 2011
Healthcare Administration Press
2
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Types of Capital Categories:
• Facilities
• Medical Equipment
• Non‐Medical Equipment • Information Technology / Info Security
Reason Categories
• Regulatory Requirement • Patient Safety / Quality
• Life‐cycle (Maint. Obsolete vs End of Recommended Life)
• Service Expansion / Strategic Development
3
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UMC’s Capital Expense Planning Process:
• Annual Planning cycle
‐Annual submissions by departments
‐High priority requests considered ad hoc by administration
Prioritized Capital Request Submission by Activity / Service Line
Capital Planning and Review Committee Prioritizes Consolidated Needs (Quarterly)
Presented to GB Strategy Committee (as needed)
Committee Recommendations Presented to Hospital Executive Committee (C‐Suite)
Presented to GB Audit and Finance Committee for Consent at Governing Board Meeting
>$500k
threshold
Decision Criteria:
• Linkage to Mission, Vision, Values and Strategy
• Quantified business planning for each opportunity
• Batched review of potential investments (portfolio decision)
• Data‐driven and team‐based decision making
• Post‐approval audits
4
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Backup Slide: Current Hospital Executive Committee‐Approved Priority Capital (1 of 2) Item Name
Description/Justification
Category
Reason Code
Critical
Infrastructure
Critical
Infrastructure
Critical
Infrastructure
End of Life Cycle
(Maint Obsolete)
End of Life Cycle
(Maint Obsolete)
Campus Vacuum Pump Replacement
Campus Vacuum Pump Replacement
Honeywell Thermo Control Panel Replacement
(Phase 1)
Replace Medical Air System and Basement FanOriginally estimated at 325k - Estimate with US Mechanical, LLC is
Coil Units
371.5k.
$
33,500
Facilities - Maint
$
110,000
$
375,000
High Frequency Oscillator Vent
Current oscillating vent is obsolete
Med Equipment
$
30,000
Transport Ventilator
Anesthesia machines with monitors
Current transport vent is obsolete
Med Equipment
Current machine is at end-of-life status. Will use for vascular access
and biopsy procedures without having to pull a machine away from the
Ultrasound Depaertment.
Med Equipment
Current anesth machines have reached end of life. Machines in all
parts of the hospital must be replaced.
Med Equipment
$
20,000
EKG Machines - Outpatient Clinics
Replace 1 in all urgent care setting
Med Equipment
Employee Physicals Diagnostic Treadmills
Treadmill for Enterprise Occ Med clinic for employee physicals
Existing central telemetry obsolete. High risk. 168 units. (PUSH 1M to
Next Quarter)
Med Equipment
End of Life Cycle
(Maint Obsolete)
End of Life Cycle
(Maint Obsolete)
End of Life Cycle
(Maint Obsolete)
End of Life Cycle
(Maint Obsolete)
$
50,000
$
260,916
$
108,360
$
25,000
Med Equipment
Patient Safety
$
1,500,000
Part of Central Telemetry Project
Information Technology
Patient Safety
$
1,114,997
1st and 2nd Floor of Trauma Bldg
Risk of severely impacting hospital operations if down. No redundant
system.
Facilities - Maint
Patient Safety
$
438,000
Facilities - Maint
Patient Safety
$
250,000
Infection control hazard
Facilities - Maint
We currently have one but need two in the department as we bring this
Med Equipment
equipment to emergencies on the floor
Quality standard in difficult intubations. Qty: 3 ER / 2 Trauma OR / 1
Trauma ED / 1 TICU / 1 SICU / 1 MICU / 1 CCU / 3 Surgery / 1 3West / 1
CPC
Med Equipment
Patient Safety
$
27,500
Patient Safety
$
10,000
Patient Safety
$
225,000
Patient Safety
$
50,000
Patient Safety
$
138,000
Trauma OR tables
Needed for bedside procedures in the ICUs (1 MICU / 1 TICU)
Med Equipment
Lights for rooms 1,2,3,4,9, &10. This includes the 2 that were noted as
emergent.
Med Equipment
Current trauma tables cannot accommodate high fluid volumes. New
Med Equipment
designs are needed in the 5085 technology
Patient Safety
$
210,000
Main OR tables
Current tables are worn out and are beyond expected life expectancy. Med Equipment
Patient Safety
$
96,000
Point of Care Ultrasound
Assist with Urology, hearts, and point of care
Patient Safety
$
125,000
Vascular Ultrasound machine
Central Wireless Telemetry (Phillips)
Central Wireless Telemetry Infrastructure
(BlackBox)
Nurse Call Replacement
Cooling Tower Replacement
NICU Flooring Replacement
Video larygescope
Glidescopes
Ultrasound machine
Surgical lights
Facilities - Maint
FY2016 Approved
Amount
Facilities - Maint
Med Equipment
Board Consent Item
5
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5
Backup Slide: Current Hospital Executive Committee‐Approved Priority Capital (2 of 2)
Item Name
CT Fluoro
Ultrasound Disinfection System
Bladder Scanners
Patient beds (Progressa)
Patient beds (Versa Care Air)
Yellofin Elite Table
Description/Justification
CT Fluoroscopy. Used during interventional procedures so that they
radiologist can see what he is doing real time.
Trophon EPR-High level disinfection system for Ultrasound Probes.
Eliminates use of chemicals for probe cleaning.
Prevents unnecessary catheterization thus helps reduce rates of CAUTI,
non invasive procedure that can measures bladder volume to assess
urinary retention. Helps improve efficiency, reduce costs and save staff
time. It is necessary with the type I
Total Care Sport/Progressa to improve pulmonary status, enhance patient
mobility, and decrease risks of infection and skin breakdown. Improved
patient outcomes.
Enhance patient mobility, and decrease risks of infection and skin
breakdown. Improved patient outcomes.
Category
Reason Code
FY2016 Approved
Amount
Med Equipment
Patient Safety
$
56,000
Med Equipment
Patient Safety
$
34,500
Med Equipment
Patient Safety
$
90,000
Med Equipment
Patient Safety
$
480,000
Med Equipment
Patient Safety
$
400,000
Med Equipment
Patient Safety
$
6,912
Med Equipment
Patient Safety
$
30,041
AirSeal System
2nd set in addition to one approved in emergency capital
Intelligent and integrated access system for laparoscopic and robotic
surgery. iFS (Intelligent Flow System)
UMC Inpatient Pharmacy IV Room
Estimated at a NTE $226,000 (PGAL, LLC)
Facilities Modernization
Regulatory Issue
$
226,000
Aseptic Enclosures USP 800
Regulatory requirement (USP 800)
Med Equipment
Regulatory Issue
$
18,000
Wireless Temperature Monitoring System
Required to monitor temperatures
Med Equipment
Regulatory Issue
$
41,280
End of Life Cycle
$
450,000
Patient Safety
Strategic
Development
Strategic
Development
Strategic
Development
$
900,000
$
700,000
$
439,819
$
15,857
$
50,000
$
200,000
Ambulatory Clinic Lobby Renovations
Emergency Department Re-Design
Orthopedic Clinic Renovation Project
Ambulatory Care Admin Buildout Project
Improvement of lobby for enhansed safety, sound reduction and better
patient and EMS assess and experience in the ED
Renovation/Outfitting of orthopedic clinic to support UNLV Ortho Program Facilities Modernization
Cabling/wiring, additional data drops, network build out, badging system,
furniture
Furniture - Pre Assessment Area/OR Admin
Cardio Pulmonary Exercise Module
HFC Phase II to monitor oxygen consumption on advance heart failure
patients - Can also be used with other pulmonary patients within the
hospital who will require Cardio-Pulmonary
Med Equipment
Med Equipment
Endobronchial Ultrasound System (EBUS) Additional diagnostics tool for UMC pulmonologists
Detects minute differences in cancer cells during lumpectomy procedures
Margin Probe
to minimize re-incision procedures
Med Equipment
Strategic
Development
Strategic
Development
Strategic
Development
$
35,000
$9,370,682
Future Board Consent Item
6
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6
Backup Slide: Prioritized Queue for Next Available Capital
Category
Facility Critical Infrastructure Replacement & Maintenance
Med Equipment
Med Equipment
Med Equipment
Med Equipment
Med Equipment
Med Equipment
Med Equipment
Med Equipment
Med Equipment
Med Equipment
Med Equipment
Category
Lifecycle
Lifecycle
Lifecycle
Lifecycle
Lifecycle
Lifecycle
Lifecycle
Lifecycle
Lifecycle
Lifecycle
Lifecycle
Priority
1
2
3
4
1
2
3
4
5
6
7
8
9
10
11
Category
Information Technology/Info Security
1
2
3
4
5
6
7
8
9
10
11
12
13
14
Item
UMC Kitchen Re‐Flooring
Honeywell Thermo Control Panel Phase 2
Systematic Removal of Dead Water Lines
Campus Access Control and Surveillance System Overhaul
Cost $ 390,000 $ 110,000 $ 584,000 $ 2,100,000 $ 2,794,000 Item
Ultrasound Machines
Defibrillators
Patient Monitors (Burn/PACU/ASU/PED/CPC)
Ventillators
OR Sterilizers
Transport Patient Monitors
Blood Warmers
Rapid Tissue Processor
Microtome
Microwave Plasma Thawer
X‐Ray Cartridge Readers (Ambulatory X‐Rays)
Cost $ 500,000 $ 560,000 $ 2,000,000 $ 129,000 $ 120,000 $ 200,000 $ 22,500 $ 160,000 $ 30,000 $ 15,500 $ 385,000 $ 3,737,000 Item
Active Directory and Exchange Upgrade
Sophos Sandstone for Email
Security Data and Compute infrastructure
Data Loss Prevention (DLP)
CyberArk Privileged Access Controls
Network Access Controls
Internal Firewall Segmentation Controls
Application security
File and folder ownership and access protection Algress GRC Tool ‐ Risk Management, BAA Security Surveys, Policy Administration and Incident Management
Info Sec Initial Professional Services
Wired and Wireless Infrastructure Upgrade (Including Wireless Security)
Disaster Recovery/Business continuity
UMC Virtual Desktop Environment
Cost $ 100,000 $ 100,000 $ 100,000 $ 400,000 $ 130,000 $ 50,000 $ 250,000 $ 200,000 $ 150,000 $ 125,000 $ 900,000 $ 870,000 $ 300,000 $ 500,000 $ 4,175,000 7
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7
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University Medical Center of Southern Nevada - 1008590
Contract Number: EIS-217966
April 7, 2016
ORDER FORM
(HOSPITAL SOLUTIONS)
ORDER FORM TO PRODUCT SCHEDULE 1 of McKesson Master Agreement No. MA0910574, dated
November 15, 2011 (the “MA”) incorporating all referenced Exhibits, Schedules, and Attachments
(“Order Form”) effective ___________________, 2016 (“OF Effective Date”).
EXHIBITS
A
Facilities, Fees Summary, Payment Schedule and Administration
A-1
Product and Pricing
A-2-1
Application Management Services (AMS) Terms
A-2-2
Accelerated Services Terms
A-2-3
Technology Services Terms
B-1
AMS Service Path
B-2
Accelerated Services Service Path
The pricing in this Order Form and McKesson’s corresponding offer to Customer expires unless
McKesson receives this Order Form signed by Customer on or before April 30, 2016.
McKesson will include Customer’s purchase order (“PO”) number on customer invoices if provided by
Customer on or before the OF Effective Date. If this Order Form includes an amount equal to or greater
than $10,000, a copy of Customer's purchase order(s) must be attached. Failure to provide McKesson
with a PO number or copy does not suspend or negate any Customer duty, including payment, under this
Order Form. Pre-printed terms and conditions on or attached to Customer's PO shall be of no force or
effect.
By signing this Order Form, Customer acknowledges and agrees that (a) McKesson has made no
warranty or commitment with regard to any functionality not Generally Available as of the OF Effective
Date, whether or not included as part of Software Maintenance Services, for any of the Software licensed
by this Order Form and (b) Customer has not relied on the availability of any future version of the
purchased Product or any other future Product in executing this Order Form and (c) the decision by
Customer to execute this Order Form was not influenced by any discussions regarding future functionality
of any Software or Services not Generally Available.
In the event the parties fail to execute an MA that includes or adds the applicable Product Schedule with
or before this Order Form, then this Order Form will be deemed void.
Each signatory hereto represents and warrants that it is duly authorized to sign, execute, and deliver this
Order Form on behalf of the party it represents.
UNIVERSITY MEDICAL CENTER OF
SOUTHERN NEVADA
MCKESSON TECHNOLOGIES INC.
By:
By:
Name:
Name:
Title:
Title:
Date:
Date:
Customer PO. No.
Page 1 of 23
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April 7, 2016
EXHIBIT A
FACILITIES, FEES SUMMARY, PAYMENT SCHEDULE AND ADMINISTRATION
FACILITIES:
Customer
Facility
Full Address
No.
1008590
University Medical Center of Southern Nevada 1800 W. Charleston Blvd., Las Vegas 89102
(NOTE: It is not necessary to list offices of physicians or other caregivers with privileges at a Facility.)
FEES SUMMARY:
Products and Services
Application Management Services
(AMS):
Accelerated Services:
Technology Services - Infrastructure
Management Services (IMS):
GRAND TOTALS:
Initial Term
18 months
Monthly
Recurring
Fees
$57,4811
Estimated / T&M
Fees
$174,000
18 months
$42,9622
$100,443
$174,000
PAYMENT SCHEDULE:
Application Management
Services (AMS):
Accelerated Services
(T&M):
Monthly Recurring Fees: Fees are due in equal, consecutive, monthly payments
beginning on the AMS Transition Date as defined in Exhibit A-2-1.
100% is due monthly as incurred, billed in arrears at an hourly rate of $174.
Accelerated Services under this Order Form will not exceed $174,000, excluding
any Additional Accelerated Services (as defined in Exhibit A-2-2), if applicable.
Technology Services Infrastructure Monthly Recurring Fees: Fees are due in equal, consecutive, monthly payments
Management Services beginning on the Technology Services Start Date as defined in Exhibit A-2-3.
(IMS):
The transaction covered by this Order Form may involve a discount, rebate or other price reduction on the
items covered by this Order Form. Customer may have an obligation to report such price reduction or the
net cost in its cost reports or in another appropriate manner in order to meet the requirements of
applicable federal and state anti-kickback laws, including 42 U.S.C. Sec. 1320a-7b(b)(3)(A) and the
regulations found at 42 C.F.R. Sec. 1001.952(g) and (h). Customer will be responsible for reporting,
disclosing, and maintaining appropriate records with respect to such price reduction or net cost and
making those records available under Medicare, Medicaid, or other applicable government health care
programs.
Unless Customer provides McKesson prior to the OF Effective Date satisfactory evidence of exemption
(including evidence of renewal if applicable) from applicable sales, use, value-added, or other similar
taxes or duties, McKesson will invoice Customer for all such taxes applicable to the transactions under
this Order Form.
1
2
The aggregate fee for the Initial AMS Term of 18 months is $1,034,658.
The aggregate fee for the Initial Technology Services Term of 18 months is $773,316.
Page 2 of 23
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April 7, 2016
ADMINISTRATION:
Sold To:
1800 W. Charleston Blvd.
Las Vegas, NV 891022386
Ship To:
Attention:
Telephone: (702) 383-2000
Facsimile: (702) 383-2067
Attention: IT - CMO
Telephone: (702) 383-3931
Facsimile: (702) 383-3825
E-mail:
E-mail: cmo@umcsn.com
Bill To:
Las Vegas, NV 89102
Paid By:
Attention: Karen Oglesbee
Telephone: (702) 383-3778
Facsimile: (702) 383-2763
E-mail: karen.oglesbee@umcsn.com
Attention: Karen Oglesbee
Telephone: (702) 383-3778
Facsimile: (702) 383-2763
E-mail: karen.oglesbee@umcsn.com
Page 3 of 23
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April 7, 2016
EXHIBIT A-1
PRODUCTS AND PRICING
Application
Management
Services
Product No.
Monthly List
Module / Description
Term
Price
Managed Services Application
73018920
Management Services
18 months
$57,481
AMS Legacy Support – see attached Service Path (Exhibit B-1) for supported
applications.
Application Management Services Monthly Total:
Monthly
Net Price
$57,481
$57,481
Accelerated
Services
Net
Product No.
Module / Description
List Price
QTY
Price
86000783
Accelerated Services (T&M)
$174,000
1
Ad Hoc Project Support – 1,000 Time and Materials Hours to be used
as set forth in Exhibit A-2-2 (Accelerated Services Terms), Section 2.4
(T&M Projects). See also attached service path (Exhibit B-2) for
details.
Accelerated Services Time & Materials Total:
Technology
Services /
IMS Product
No.
73025900
73026042
73026251
73026253
73026254
73026255
73026256
Module/Description
Infrastructure Management for MPF Gold
McKesson Patient Folder
Infrastructure Support for TSM -Silver
TSM Star only ( 1 server)
Infrastructure Management for Horizon
Clinicals - Silver
Horizon Clinicals
Meds Manager - Silver
Horizon Meds Manager, MedComm
RX
Infrastructure Management for
Performance Mgmt. Products - Silver
Horizon Business Insight and Horizon
Performance Manager (4 servers)
Infrastructure Management for RMG Silver
HEMM and Pathways Healthcare
Scheduling (5 servers)
Infrastructure Management for Portal -
Estimated
T&M Fees
$174,000
$174,000
Qty
Annual
Net
Price
$66,105
1
$66,105
$5,509
$15,255
1
$15,255
$1,271
$88,000
1
$88,000
$7,333
$20,340
1
$20,340
$1,695
$56,952
1
$56,952
$4,746
$61,493
1
$61,493
$5,124
$14,238
1
$14,238
Annual
List Price
Monthly Net
Price
Page 4 of 23
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April 7, 2016
Technology
Services /
IMS Product
No.
Qty
Annual
Net
Price
$20,340
1
$20,340
$1,695
$92,122
1
$92,122
$7,677
$5,000
1
$5,000
$417
$8,136
1
$8,136
$678
$1,000
1
$1,000
$83
Infrastructure Support - Citrix - Bronze
$66,563 1
$66,563
Citrix XenApp farm with 55 servers, 14
Mck Apps
Technology Services / IMS Monthly Total:
$5,547
Module/Description
Annual
List Price
Silver
73026257
73026259
73026261
73026273
73026274
73026710
Horizon Portal (4 servers)
Infrastructure Management for Star Silver
Star (3 servers)
Rev Cycle - Silver
PCA (2 servers), PCON (2 servers),
ISS (4 servers) and Passport
Infrastructure Support for UNIX /
Oracle - Bronze
Horizon Passport
Infrastructure Support for LINUX
Server - Silver
Pathways Interface Manager (2
servers)
Infrastructure Support for LINUX
Server - Bronze
Horizon Passport
Monthly Net
Price
$1,187
$42,962
Page 5 of 23
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April 7, 2016
EXHIBIT A-2-1
APPLICATION MANAGEMENT SERVICES (AMS) TERMS
SECTION 1: DEFINITIONS
For purposes of this Exhibit and the AMS Service Path (as defined below) the following definitions (and
any other defined terms in this Exhibit) shall apply:
“Application Management Services” or “AMS” means IT staff augmentation services to assist Customer
with day-to-day Tier 2 application support for Customer’s application production systems, including
loading certain Clinical Content updates, initiating requests for service, and escalation of problems
beyond Tier 2 support through resolution.
“AMS Customer Responsibilities” means the items set forth in the Customer Responsibilities section of
this Exhibit below and any additional Customer Responsibilities set forth in the AMS Service Path.
“AMS Transition Date” means the date that McKesson commences the provision of the AMS, as
determined by McKesson. The foregoing will not include any time spent in preparation or startup of AMS.
“Request for Service” has the meaning set forth in the Requests for Service Section of the AMS Service
Path.
“Ticket” means the service ticket created within McKesson’s ticketing system that is used by McKesson
and Customer to track the status of Customer-initiated problem/break-fix support calls and Requests for
Service.
SECTION 2: SERVICES
2.1
On the condition that Customer pays McKesson the fees set forth in Exhibit A to this Order
Form, McKesson will provide Application Management Services (as defined above) in accordance with
this Exhibit and the AMS Service Path attached to this Order Form (the “AMS Service Path”) for the
applications identified on the attached AMS Service Path (the “AMS Supported Applications”). The
parties further acknowledge that McKesson will not support certain of the AMS Supported Applications
after March 31, 2018 (the “Legacy AMS Supported Applications”), which are identified as such in the
AMS Service Path. Customer acknowledges and agrees that McKesson’s provision of AMS is dependent
upon Customer fully performing the Customer Responsibilities set forth herein.
2.2
Customer may request that McKesson provide Services that are not within the scope of AMS
(“AMS Additional Services”). All requests for AMS Additional Services must comply with the AMS
Change Control Process. In addition, no change in the scope of AMS is effective that does not comply
with the AMS Change Control Process.
2.3
The “AMS Change Control Process” consists of the following. If McKesson or Customer
desires a change in scope of AMS (“AMS Scope Change”), either party may prepare a written proposal
for an AMS Scope Change (“AMS Proposal”).
(a)
The AMS Proposal shall identify and describe in sufficient detail:
i.
the nature and extent of the AMS Scope Change, and
ii.
new or modified milestones, timetables, and deliverables (if any).
In addition, if McKesson desires an AMS Scope Change, McKesson shall identify all related changes to
the fees.
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April 7, 2016
(b)
The recipient of the AMS Proposal shall have 15 business days to evaluate the AMS
Proposal (“AMS Evaluation Period”). At the expiry of the AMS Evaluation Period, the recipient
of the AMS Proposal may respond to the AMS Proposal as follows:
i.
reject the AMS Proposal,
ii.
negotiate changes to the AMS Proposal, or
iii.
accept the AMS Proposal as submitted provided that the parties agree on
payment of related Fees.
(c)
An accepted AMS Proposal will be reflected in a written, mutually signed, change order
that is deemed part of this Exhibit (each, an “AMS Change Order”).
(d)
If a Proposal is not accepted or the parties otherwise fail to execute the AMS Change
Order, then no AMS Scope Change shall result.
(e)
The absence of affirmative written acceptance of the AMS Proposal by the end of the
AMS Evaluation Period or any agreed extension thereto shall constitute a deemed rejection. No
Change Order is valid unless signed by the Customer’s authorized Engagement Sponsor (defined
below) and the McKesson authorized Account Manager (defined below). For avoidance of doubt,
emails, or oral agreements do not constitute valid AMS Change Orders.
SECTION 3: CUSTOMER RESPONSIBILITIES
3.1
Customer will designate in writing a member of Customer’s senior management team to serve as
Customer’s liaison to McKesson for all matters relating to AMS (“Engagement Sponsor”). The
Engagement Sponsor may be changed by Customer from time to time by written notice to McKesson.
3.2
Customer will provide the McKesson Staff with the following, at no cost to McKesson:
(a)
access to, and use of, Customer’s data center as reasonably required to provide AMS;
(b)
access to, and use of, Customer’s hardware and applications as reasonably required to
provide AMS;
(c)
mutually agreed-upon remote access to servers for McKesson via the McKesson
CareBridge™ Secure Extranet;
(d)
a safe working environment, in compliance with applicable laws and regulations; and
(e)
access to Customer parking facilities, if any, on the same terms as Customer’s
employees.
3.3
Customer will cooperate and timely provide all data and information and materials as
reasonably requested and necessary for the performance of AMS by McKesson in accordance with this
Exhibit.
3.4
Customer will not unreasonably withhold or delay its agreement, approval, consent or similar
action where required for McKesson to provide AMS.
3.5
Customer will proactively notify McKesson on any changes to or events that may impact the
Customer’s AMS Supported Applications and Customer’s equipment and IT systems, including, without
limitation, software or equipment upgrades, changes to software or equipment and scheduled
maintenance events.
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SECTION 4: MCKESSON RESPONSIBILITIES
4.1
McKesson will designate in writing a primary assigned resource to serve as Customer’s liaison to
McKesson for all matters relating to AMS (“Account Manager”). The Account Manager may be changed
by McKesson from time to time by written notice to Customer.
4.2
McKesson will provide adequate staffing and may utilize a pool of resources to provide AMS.
4.3
McKesson will provide qualified personnel, which may be employees, consultants or
subcontractors (“McKesson Staff”), to perform AMS. McKesson will use commercially reasonable efforts
to maintain consistency of McKesson Staff until completion of AMS, except that the foregoing will not
apply to McKesson Staff who are promoted or terminated by McKesson, voluntarily discontinue or request
modification of their employment with McKesson, or are otherwise not available due to personal
circumstances, medical leave or other similar type of leave. On Customer’s reasonable, written request,
McKesson will use commercially reasonable efforts to replace any McKesson Staff having direct contact
with Customer.
SECTION 5: FEES
5.1
The fees and payment schedule for AMS are set forth in Exhibit A of this Order Form.
5.2
Additional Tickets. In addition to the fees set forth in Exhibit A, Customer will pay McKesson for
Customer’s usage of AMS in excess of the amount of Tickets included per month identified in the
Standard Assumptions section of the AMS Service Path (“Tickets Included per Month”) in accordance
with the following: if Customer exceeds the number of Service Tickets Included per Month by more than
twenty percent (20%) for three (3) consecutive months, then McKesson will invoice Customer an
additional fee on a per-Ticket basis at McKesson’s then-current rates for every Ticket over the number of
Tickets Included per Month made by Customer during such preceding three month period. For the
avoidance of doubt, in no event will the AMS monthly recurring fee identified in Exhibit A be decreased as
a result of Customer using fewer than the number of Tickets Included per Month identified in the AMS
Service Path, or as a result of Customer’s usage of AMS that is less than any of the service parameters
identified in the AMS Service Path.
5.2.1 For informational purposes only: As of the OF Effective Date, AMS will support up to 259
Tickets Included per Month as set forth in the AMS Service Path. Such number was determined using
historical usage information provided by Customer. Based on the 259 Tickets Included per Month, and in
accordance with Section 5.2 above, Customer would need to exceed 310 Tickets every month (259
Tickets Included per Month x 20%) (the “Ticket Cap”) for three (3) consecutive months before McKesson
would invoice Customer the additional fee as described in Section 5.2 above; provided, however, that the
number of Tickets Included per Month and, accordingly, the Ticket Cap are subject to change pursuant to
the AMS Change Control Process outlined in Section 2.3 above.
SECTION 6: TERM AND TERMINATION
6.1
The initial AMS term for AMS begins on the OF Effective Date and continues for the earlier of (i)
18 months following the AMS Transition Date or (ii) March 31, 2018, unless earlier terminated as set forth
below (“Initial AMS Term”).
6.2
The Initial AMS Term is not subject to automatic renewal; renewal or extension must be by
affirmative election and written notice to McKesson at least 90 days prior to expiration of the Initial AMS
Term. Subject to Customer’s payment of the applicable fees, McKesson may renew the Initial AMS Term
for an agreed period, provided that (i) the terms and conditions of such renewal must be set forth in a
separate, written agreement signed by both parties, (ii) the Legacy AMS Supported Applications cannot
be renewed, and (iii) McKesson is neither obligated to accept Customer's renewal election nor obligated
to renew the Initial AMS Term on the same terms and conditions, including fees.
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6.3
party:
A party may terminate the Initial AMS Term immediately upon notice to the other party if the other
(a)
materially breaches the terms of this Order Form and fails to remedy, or fails to
commence reasonable efforts to remedy, such breach within 60 days after receiving notice of the
breach from the terminating party;
(b)
infringes the terminating party’s intellectual property rights and fails to remedy, or fails to
commence reasonable efforts to remedy, such breach within 30 days after receiving notice of the
breach from the terminating party;
(c)
materially breaches this Order Form in a manner that cannot be remedied; and
(d)
commences dissolution proceedings or ceases to operate in the ordinary course of
business.
6.4
Customer may terminate the Initial AMS Term for convenience by:
(a)
giving McKesson at least ninety 90 days written notice,
(b)
paying all Fees due up to the effective date of termination; and
(c)
paying McKesson the AMS Termination Fee (as defined below). Customer will pay
McKesson an amount equal to 25% of the remainder of all AMS fees due under this Order Form
for the remainder of the Initial AMS Term (“AMS Termination Fee”) no later than 30 days after
the effective date of termination. Customer hereby agrees that the AMS Termination Fee is not a
penalty, but is a fair and reasonable fee which reflects a partial reimbursement of certain costs
incurred by McKesson as a result of Customer’s original commitment to the Initial AMS Term.
SECTION 7: GENERAL
7.1
Non-solicitation of Employees. Neither party will directly or indirectly solicit for employment any
employee of the other party during the term of this Order Form and for a period of one year thereafter
without the written consent of the other party. This prohibition will not apply if an employee answers a
party’s notice of a job listing or opening, advertisement or similar general publication of a job search or
availability for employment.
SECTION 8: AMS CONSOLIDATION
8.1
This Order Form consolidates and replaces the Application Management Services identified in
Table 1 below (the “Terminated Services”), which Customer previously purchased pursuant to the
contract listed in Table 1 below (the “Original Contract”). As of the AMS Transition Date, McKesson and
Customer agree that the parties’ respective rights and obligations under the Original Contract with respect
to the Terminated Services (and if there are no products and services other than the Terminated Services
sold pursuant to the Original Contract, such Original Contract) are hereby terminated in their entirety, with
the exception of Customer’s outstanding payment and fee obligations with respect to the Terminated
Services as of the AMS Transition Date (and Customer will satisfy any such outstanding payment and fee
obligations within 30 days of the AMS Transition Date).
Table 1
Terminated Services
Material #
73018920
Description
Managed Services Application Management Services
(for OneContent Patient Folder and Pathways Interface
Manager).
Original Contract
Effective
Contract #
Date
1-1PEY57_PS1
10/26/2015
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As of the AMS Transition Date, any remaining paid, unused portion of the monthly fees related to the
Terminated Services shall be applied towards the first month of AMS fees for the AMS purchased by
Customer herein. This Order Form supersedes the Original Contract with respect to AMS and
McKesson’s obligations to deliver the AMS purchased herein will be governed by the terms and
conditions of this Order Form.
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April 7, 2016
EXHIBIT A-2-2
ACCELERATED SERVICES TERMS
SECTION 1: DEFINITIONS
For purposes of this Exhibit and the Accelerated Services Service Path (as defined below) the following
definitions (and any other defined terms in this Exhibit) shall apply:
“Accelerated Services” means the IT staff augmentation services for the Accelerated Services
Supported Applications (as defined below) to assist McKesson customers with projects such as
implementations, upgrades, education, and other consulting activities, as further detailed in the
Accelerated Services Service Path (as defined below).
“Customer Responsibilities” means the items set forth in Section 3 (Customer Responsibilities) of this
Exhibit and any additional Customer responsibilities set forth in the Accelerated Services Service Path.
“Fees” means all fees due for Accelerated Services pursuant to Section 5 (Fees) of this Exhibit.
“T&M Hours” means the resource hours provided by McKesson for a T&M Project.
“T&M Project(s)” means one or more specific Accelerated Services being performed hereunder, as
described in the Accelerated Services Service Path and a Charter Agreement, with a scoped Project
Duration of a specified number of T&M Hours.
“Project Duration” means the number of T&M Hours allocated for a T&M Project, as set forth in a
Charter Agreement.
“Project Kick-Off Date” for each T&M Project means the date that McKesson meets with Customer
subsequent to the OF Effective Date to initiate McKesson’s assignment of its resources and mutually
agree on the date that McKesson will commence work on a T&M Project. The Project Kick-Off Date will
be determined and documented by McKesson, and Customer will receive, via email, written confirmation
of the Project Kick-Off Date.
SECTION 2: ACCELERATED SERVICES
2.1
On the condition that Customer pays McKesson the Fees set forth on Exhibit A (Products and
Pricing), McKesson will provide Accelerated Services (as defined above) in accordance with this Exhibit
and the Accelerated Services Service Path attached hereto as Exhibit B-2 (the “Accelerated Services
Service Path”) for the software applications identified on the Accelerated Services Service Path (the
“Accelerated Services Supported Applications”). The Accelerated Services will be provided
remotely or at Customer’s Facility, in accordance with the Accelerated Services Service Path. Customer
acknowledges and agrees that McKesson’s provision of Accelerated Services is dependent upon
Customer fully performing the Customer Responsibilities set forth herein.
2.2
Customer may request that McKesson provide services that are not within the scope of the
Accelerated Services (“Additional Accelerated Services”). All requests for Additional Accelerated
Services must comply with the Accelerated Services Change Control Process; no change in the scope of
Accelerated Services is effective that does not comply with the Accelerated Services Change Control
Process.
2.3
The “Accelerated Services Change Control Process” consists of the following. If McKesson or
Customer desires a change in scope of Accelerated Services (“Accelerated Services Scope Change”),
either party may prepare a written proposal for an Accelerated Services Scope Change (“Accelerated
Services Proposal”).
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2.4
(a)
The Accelerated Services Proposal shall identify and describe in sufficient detail:
i. the nature and extent of the Accelerated Services Scope Change, and
ii. new or modified milestones, timetables, and deliverables (if any).
In addition, if McKesson desires an Accelerated Services Scope Change, McKesson
shall identify all related changes to the Fees.
(b)
The recipient of the Accelerated Services Proposal shall have 15 business days to
evaluate the Accelerated Services Proposal (“Accelerated Services Evaluation
Period”). At the expiry of the Accelerated Services Evaluation Period, the recipient of
the Accelerated Services Proposal may respond to the Accelerated Services Proposal as
follows:
i.
reject the Accelerated Services Proposal,
ii.
negotiate changes to the Accelerated Services Proposal, or
iii.
accept the Accelerated Services Proposal as submitted provided that the
parties agree on payment of related Fees.
(c)
An accepted Accelerated Services Proposal will be reflected in a written, mutually
signed, change agreement that is deemed part of this Exhibit (each, an “Accelerated
Services Change Agreement”).
(d)
If an Accelerated Services Proposal is not accepted or the parties otherwise fail to
execute the Accelerated Services Change Agreement, then no Accelerated Services
Scope Change shall result.
(e)
The absence of affirmative written acceptance of the Accelerated Services Proposal by
the end of the Accelerated Services Evaluation Period or any agreed extension thereto
shall constitute a deemed rejection. No Accelerated Services Change Agreement is
valid unless signed by an authorized Customer Project Sponsor (defined below) and an
authorized McKesson Project Lead (defined below). For avoidance of doubt, emails, and
oral agreements do not constitute valid Accelerated Services Change Agreements.
Time and Materials Projects.
2.4.1 Number of T&M Project Hours. Subject to the terms and conditions of this Exhibit,
McKesson will make available up to an aggregate of 1,000 T&M Hours to Customer (the “Total Project
Hours”) for performance of T&M Projects as to be more specifically described in a Charter Agreement,
as defined below. Each Charter Agreement reflecting a T&M Project must (a) include a minimum
Project Duration of 40 T&M Hours, and (b) conform in all material respects to the Accelerated Services
Service Path attached hereto as Exhibit B-2.
2.4.2 Project Request Process.
following:
The “T&M Project Request Process” consists of the
(a)
Customer shall submit requests in writing for T&M Project(s) to an authorized Project
Lead (as defined below) in writing (“T&M Project Requests”). Customer must provide
such T&M Project Requests to McKesson at least 30 business days prior to a desired
Project Kick-Off Date.
(b)
McKesson shall have fifteen (15) business days to evaluate the T&M Project Request
(“T&M Project Evaluation Period”). T&M Project Requests are subject to McKesson
approval based on the scope and technical feasibility of the T&M Project and the
availability of McKesson resources. By the expiration of the T&M Project Evaluation
Period, McKesson will respond to the T&M Project Request as follows:
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(i)
(ii)
(iii)
(c)
reject the T&M Project Request,
negotiate changes to the T&M Project Request, or
accept the T&M Project Request as submitted.
An accepted T&M Project Request will be reflected in a written, mutually signed
agreement that is deemed part of this Order Form (each, a “Charter Agreement”). Each
Charter Agreement shall include:
(i)
(ii)
(iii)
(iv)
the date the Charter Agreement is executed by both parties (the “Charter
Agreement Effective Date”);
the specific T&M Project to be performed by McKesson for Customer, as agreed
upon between McKesson and Customer;
the estimated number of T&M Hours expected to be utilized for such T&M Project
(the “Estimated T&M Project Hours”); and
any other applicable details of the T&M Project, including milestones, timetables,
Accelerated Services Supported Applications, resources, or deliverables.
(d)
If a T&M Project Request is not accepted (including a deemed rejection pursuant to
Section 2.4.2(e) below) or the parties otherwise fail to execute the Charter Agreement
within 30 days after the expiration of the T&M Project Evaluation Period, then no T&M
Project shall result.
(e)
The absence of affirmative written acceptance by McKesson of the T&M Project Request
by the end of the T&M Project Evaluation Period (or any agreed extension thereto) shall
constitute a deemed rejection.
(f)
No Charter Agreement is valid unless signed by an authorized Project Sponsor (as
defined below) and an authorized Project Lead. For avoidance of doubt, emails and oral
agreements do not constitute valid Charter Agreements.
(g)
ALL CHARTER AGREEMENTS MUST BE EXECUTED BY BOTH PARTIES WITHIN 16
MONTHS AFTER THE OF EFFECTIVE DATE.
(h)
If the Project Kick-Off Date with respect to a T&M Project agreed to pursuant to a Charter
Agreement under this Order Form has not occurred within 30 days of the Charter
Agreement Effective Date (the “T&M Lapsed Services”), McKesson may terminate such
T&M Lapsed Services by giving Customer at least thirty (30) days written notice thereof
and Customer will pay any fees, costs and expenses incurred as of the termination date.
2.4.3 Hours of Operation. The parties agree that McKesson will provide the T&M Hours under
this Order Form during standard business hours (Monday through Friday, 8:00 am to 5:00 pm) at the rate
of $174 per hour. Should Customer request that McKesson provide T&M Hours at any other day or time
outside of such standard business hours, McKesson will bill Customer at the rate of $200 per hour for
such non-standard hours.
2.4.4 Reporting of T&M Project Hours. On a quarterly basis, McKesson will report to Customer
(a) the number of Estimated Project Hours accounted for in executed Charter Agreements and (b) the
number of Actual Project Hours (as defined below) performed. As necessary, the parties may modify the
scope of a Charter Agreement(s) in accordance with the Accelerated Services Change Control Process
set forth in Section 2.3.
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2.4.5
Management of T&M Project Hours.
(a)
Actual Project Hours. McKesson will determine the number of T&M Hours for which
McKesson resources actually performed work on a T&M Project (the “Actual Project
Hours”). In order to determine remaining Total Project Hours, the Actual Project Hours
will be subtracted from the Total Project Hours.
(b)
Excess Hours. If, upon completion of a T&M Project, McKesson discovers that the T&M
Project required fewer Actual Project Hours than the Estimated Project Hours set forth in
the Charter Agreement, such excess T&M Hours will be returned to the Total Project
Hours.
(c)
Shortage of Hours. If at any time McKesson discovers that a T&M Project requires more
Actual Project Hours than the Estimated Project Hours set forth in the Charter Agreement
(the “Project Shortage”), McKesson will apply available Total Project Hours towards
such Project Shortage.
(d)
Expiration of Unused Total Project Hours. Any unused Total Project Hours (including any
unused Estimated T&M Project Hours included in Charter Agreements) as of 20 months
after the OF Effective Date will expire and be forever forfeited.
(e)
Depletion of T&M Project Hours. In the event Customer requests a T&M Project and
there are insufficient or no remaining Total Project Hours, the Parties shall enter into a
new and separate contract for such services.
2.4.6 Billing of T&M Project Hours. McKesson will bill Customer, and Customer shall pay
McKesson, for T&M Project Hours in accordance with the payment schedule set forth in Exhibit A.
SECTION 3: CUSTOMER RESPONSIBILITIES
3.1
Customer will designate in writing a member of Customer’s senior management team to serve
as Customer’s liaison to McKesson for all matters relating to the Accelerated Services (“Project
Sponsor”). The Project Sponsor may be changed by Customer from time to time by written notice to
McKesson.
3.2
Customer will provide the McKesson Staff with the following, at no cost to McKesson:
(a)
(b)
(c)
(d)
(e)
(f)
(g)
network connectivity, analog phone line or an equivalent internet access option, dial-in
access capability, internet protocol addresses, dedicated electrical outlets, and
reasonable work and meeting space;
reasonable access to areas of Customer’s premises as required to provide the
Accelerated Services;
a safe working environment, in compliance with applicable laws and regulations;
access to Customer parking facilities, if any, on the same terms as Customer’s
employees;
access to, and use of, Customer’s data center as reasonably required to provide the
Accelerated Services;
access to, and use of, Customer’s hardware and applications as reasonably required to
provide the Accelerated Services; and
mutually agreed-upon remote access to servers for McKesson via the McKesson
CareBridge™ Secure Extranet.
3.3
Customer will cooperate and provide in a timely manner all data and information and materials
as reasonably requested and necessary for the performance of the Accelerated Services by McKesson
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in accordance with this Exhibit.
3.4
Customer will not unreasonably withhold or delay its agreement, approval, consent or similar
action where required for McKesson to provide the Accelerated Services.
3.5
Customer will proactively update McKesson on any changes to or events that may impact the
Customer’s Accelerated Services Supported Applications and Customer’s equipment and IT systems,
including, without limitation, software or equipment upgrades, changes to software or equipment and
scheduled maintenance events.
3.6
Customer is responsible for establishing and implementing the security policies and procedures
for all Accelerated Services Supported Applications. Customer is also responsible for any of its actions
or inactions related to such policies and procedures for all Accelerated Services Supported Applications.
SECTION 4: MCKESSON RESPONSIBILITIES
4.1
McKesson will designate in writing a member of McKesson’s project team to serve as
Customer’s liaison to McKesson for all matters relating to the Accelerated Services (“Project Lead”).
The Project Lead may be changed by McKesson from time to time by written notice to Customer.
4.2
McKesson will provide adequate staffing and may utilize a pool of resources to provide the
Accelerated Services.
4.3
McKesson will provide qualified personnel, which may be employees, consultants or
subcontractors (“McKesson Staff”), to perform the Accelerated Services. McKesson will use
commercially reasonable efforts to maintain consistency of McKesson Staff until completion of the
Accelerated Services, except that the foregoing will not apply to McKesson Staff who are promoted or
terminated by McKesson, voluntarily discontinue or request modification of their employment with
McKesson, or are otherwise not available due to personal circumstances, medical leave or other similar
type of leave. Upon Customer’s reasonable, written request, McKesson will use commercially
reasonable efforts to replace any McKesson Staff having direct contact with Customer.
SECTION 5: FEES
5.1
The Fees and payment schedule for Accelerated Services are set forth in Exhibit A of this Order
Form.
5.2
Customer will reimburse McKesson for all reasonable out-of-pocket expenses (other than
normal daily working and commuting expenses) incurred in connection with the provision of the
Accelerated Services. These expenses may include travel, lodging, subsistence and an allocation of
office administrative charges in support of services, such as computer usage, telephone, facsimile
transmission, postage, photo reproduction and similar expenses, and will be billed in arrears monthly as
incurred.
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EXHIBIT A-2-3
TECHNOLOGY SERVICES TERMS
SECTION 1: TERM
1.1
Term. The initial term of the Technology Services begins on the OF Effective Date and continues
for one year following the Technology Services Start Date (as defined below) (“Initial Technology
Services Term”). The “Technology Services Start Date” is the first date McKesson makes the
Technology Services available to Customer for productive use.
1.2
The Initial Technology Services Term is not subject to automatic renewal; renewal or extension
must be by affirmative election and written notice to McKesson at least 90 days prior to expiration of the
Initial Technology Services Term. Subject to Customer’s payment of the applicable fees, McKesson may
renew the Initial Technology Services Term for an agreed period, provided that (i) the terms and
conditions of such renewal must be set forth in a separate, written agreement signed by both parties, and
(ii) McKesson is neither obligated to accept Customer's renewal election nor obligated to renew the Initial
Technology Services Term on the same terms and conditions, including fees.
SECTION 2: TERMINATION OF TECHNOLOGY SERVICES
2.1
Termination by Customer. During the Initial Technology Services Term, Customer may terminate
the Technology Services upon 60 days’ prior written notice to McKesson, which may result in a maximum
10% payment by Customer for the terminated or changed Order Form.
2.2
Termination by McKesson. After the first anniversary of the OF Effective Date, McKesson may
terminate the Technology Services provided herein upon 90 days’ prior written notice to Customer.
2.3
Effect of Termination. Immediately following termination of any Technology Services, Customer
will permit McKesson to remove any Software, whether McKesson developed or Third Party Software,
and CareBridge Equipment (as defined below) from Customer’s operating environment which was
provided by McKesson as part of the Technology Services and used solely for provision of the
Technology Services. Customer does not retain a license to use any such Software following termination
of the Technology Services.
SECTION 3: INFRASTRUCTURE MANAGEMENT SERVICES ADDITIONAL TERMS
3.1
Notwithstanding the Termination of Technology Services section above, no termination payment
will be incurred if the Infrastructure Management Services (“IMS”) are modified due to either
(a) equipment replacement to transition from one platform to another or (b) removal of equipment from
active service; provided that any modification is set forth in an amendment to this Order Form that is
executed at least 60 days prior to the effective date of such modification.
3.2
IMS service descriptions for the IMS purchased herein and Customer’s responsibilities related
thereto are available at http://customerportal.mckesson.com. Such applicable service descriptions and
Customer responsibilities are incorporated herein by reference, and may be amended by McKesson in its
sole discretion from time to time.
3.3
This Order Form consolidates and replaces the SystemCare and IMS Services identified in Table
1 below (the “Terminated Services”), which Customer previously purchased pursuant to the contracts
listed in Table 1 below (the “Original Contracts”). As of the Technology Services Start Date, McKesson
and Customer agree that the parties’ respective rights and obligations under the Original Contract(s) with
respect to the Terminated Services (and if there are no products and services other than the Terminated
Services sold pursuant to the Original Contracts, such Original Contracts) are hereby terminated in their
entirety, with the exception of Customer’s outstanding payment and fee obligations with respect to the
Terminated Services as of the Technology Services Start Date (and Customer will satisfy any such
outstanding payment and fee obligations within 30 days of the Technology Services Start Date).
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Table 1
SECTION 1: Terminated Services
Original Contract(s)
Material #
Application
Description
SystemCare Citrix Basic+
73006857
SystemCare for HPF Premium
73010192
SystemCare OS for Linux Premium
73013555
73016586
SystemCare for Storage TSM, Prem
Band 1
SystemCare Bundle for RMG
73017131
73017132
SystemCare Bundle for STAR
Citrix XenApp farm
with 55 servers, 14
Mck Apps
Horizon Patient
Folder
Pathways Interface
Manager (2 servers)
TSM Star only ( 1
server)
Pathways Healthcare
Scheduling (5
servers)
Star (3 servers)
Effective Date
10/25/2011
1-11JF1J_PS1
10/25/2011
1-11JF1J_PS1
10/25/2011
1-11JF1J_PS1
10/25/2011
1-11JF1J_PS1
10/25/2011
1-11JF1J_PS1
1-11JF1J_PS1
10/25/2011
73013553
SystemCare Bundle for Perf Mgmt
Products
SYSTEMCARE BUNDLE FOR
PORTAL
SystemCare Bundle for Horizon Rev
Cycle
SystemCare Bundle for Horizon Meds
Manag
SystemCare OS for Linux Basic+
1-1FIM23
10/1/2013
73016820
Systemcare for UNIX/ORACLE Basic+ Horizon Passport
1-1FIM23
10/1/2013
73017131
SystemCare Bundle for RMG
HEMM
1-1FIM23
10/1/2013
Horizon Passport
73017442
SystemCare Bundle for Horizon Rev
Cycle
SystemCare Bundle for HI
73017312
73017314
73017442
73017454
73017130
Horizon Business
Insight
Horizon Portal (4
servers)
PCON (2 servers)
Contract #
10/25/2011
1-11JF1J_PS1
10/25/2011
1-11JF1J_PS1
10/25/2011
1-11JF1J_PS1
Meds Manager,
MedComm RX
Horizon Passport
10/25/2011
1-11JF1J_PS1
1-1FIM23
Horizon Infrastructure 1-1FLJ6B_PS1
10/1/2013
9/4/2013
As of the Technology Services Start Date, any remaining paid, unused portion of the annual fees related
to the Terminated Services shall be applied towards the first year of IMS fees for the IMS purchased by
Customer herein. This Order Form supersedes the Original Contracts with respect to SystemCare and
IMS and McKesson’s obligations to deliver the IMS purchased herein will be governed by the terms and
conditions of this Order Form.
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EXHIBIT B-1
AMS SERVICE PATH
McKesson Managed Services Organization
Application Management Services (AMS)
2nd Tier Application Support – AMS Full
Introduction
The purpose of this document is to outline details of services to be provided by the McKesson Managed Services –
Application Management Services (AMS) team (the “AMS Team”).
Overview of Services
The AMS Team provides the following remote IT support services which are subject to the Standard Assumptions set forth
below:

24x7x365 Tier 2 Support Services – Application Analyst(s) provide proactive and reactive (break-fix) support of the
AMS Supported Applications, as identified below, in a live environment.

Escalation Management to Tier 3 Support provided by McKesson National Support contingent upon Customer
maintaining and paying for software maintenance services in a separate contract. Issues are managed through
resolution by AMS.

Extension of Customer’s IT team – included on planning, project and upgrade calls for the AMS Supported Applications
as necessary to provide continuity of service before and after an upgrade or project.

Problem Ticket/Issue Management – break-fix ownership of AMS Supported Applications related issues through issue
resolution.

Requests for Service – Customer-requested changes to AMS Supported Applications as described below in the
Requests for Service section of this Exhibit.
Hours of Operation / Coverage
Coverage is provided by Tier 2 (AMS) & Tier 3 (National Support) - 24hrs/day, 7 days/week, 365 days/year

Standard Business Hours (Customer local time)
o Monday – Friday
o 8:00 AM – 5:00 PM

After Standard Hours/Weekends
o Monday – Friday
o 5:00 PM – 8:00 AM – On Call
o Saturday & Sunday – 24 hours – On Call
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Response Objectives – Problem/Break-Fix Tickets
Severity 1
A critical priority is assigned to an issue with a high urgency that affects whole floors, wings or entire working units
such as nursing or pharmacy. This severity is reserved for issues that prevent users from performing job functions for
which there is no work around and where it adversely impacts the delivery of patient care or causes financial liability
due to operational or informational deficiency.
Examples of a Severity 1 Issue:
 Major System Unavailable (“System Down”)
* AMS will provide customer specific bridge number and process for all Severity 1 issues
Standard Business Hours




After Business Hours / Weekends
Initial Response 1 – < 15 minutes
Problem identified / Escalation – < 30 minutes
Follow-up / Update frequency 2 – every 1 hour
Target Resolution – < 4 hours




Initial Response 1 – < 30 minutes
Problem identified / Escalation – < 30 minutes
Follow-up / Update frequency2 – every 1 hour
Severity 2
A high priority is assigned to an issue with a medium urgency that affects multiple users, a high urgency where a
single user is unable to access a critical system used to administer patient care, or a single patient is unavailable in
the system.
 System Performance Issues
 Multiple Equipment or Software Malfunctions – Affecting Patient Care
 Patient unavailable in clinical systems for documenting or ordering
 User unable to access system that prevents him from performing job functions




Initial Response 1 – < 1 hour
Problem identified / Escalation – < 2 hours
Follow-up / Update frequency2 – every 2 hours




Initial Response 1 – < 2 hour
Problem identified / Escalation – < 4 hours
Follow-up / Update frequency2 – every 4 hours
Severity 3
A routine priority is assigned to an issue with a low urgency. This is used for problems which do not impact the
operation or use of the System or a problem for which an alternative solution or work around exists. These problems
interfere with the timely and effective work of an individual(s) but do not result in a complete disruption of work.
 Difficulty with Computer Produced Reports
 Single User Equipment or Software Malfunction


Initial Response 1 – < 24 hours 3
Problem identified / Escalation – < 48 hours 3


Initial Response 1 – Next Day 3
Problem identified / Escalation – < 48 hours 3
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

Follow-up / Update frequency2 – every 3 days 3
Target Resolution – < 5 days 3


Follow-up / Update frequency2 – every 3 days 3
Target Resolution – < 5 days 3
Standard Business Hours = 8:00 AM – 5:00 PM of the time zone in which the facility resides
Notes:
1. Includes acknowledgement of issue and initiation of problem assessment
2. For issues escalated to Tier 3, follow-up and update frequency is doubled through resolution with documentation in
open ticket
3. Business Hours / Business Days
Requests for Service
 A “Request for Service” means a Customer-requested change to the configuration of an AMS Supported
Application, including the coordination and implementation of such changes.
 Requests for Service may include AMS assistance with installation of certain Upgrades for AMS Supported
Applications in accordance with the Standard Assumptions below.
 Each Request for Service must (i) have a duration of less than thirty (30) days, (ii) require less than 40 aggregate
McKesson work hours to complete and (iii) be approved and managed by the McKesson Account Manager. If in
McKesson’s sole determination, a Customer-requested change would require more than thirty days or 40
aggregate McKesson work hours to complete, such request will be outside of the scope of the AMS provided
under this agreement and will be an “AMS Additional Service” as defined in Section 2.2 of the Application
Management Services Exhibit.
 Start date and end date/due date for each Request for Service will be agreed upon with the Customer.
 Each Request for Service will be assigned a ticket number using the McKesson Service Desk Ticketing Tool (as
defined below).
 Application Development services are outside the scope of Requests for Service, as described in the Standard
Assumptions Section below.
Standard Assumptions
1. AMS includes support for up to 259 Tickets per calendar month. McKesson may invoice Customer for additional fees
for consistent excess use of Tickets as set forth in Section 5.2 (Additional Tickets) of the Application Management
Services Exhibit.
2. All support will be carried out remotely unless specifically stated otherwise in this Service Path.
3. Customer must be running a current McKesson-supported version of the AMS Supported Applications, in accordance
with the software maintenance agreements for the AMS Supported Applications, throughout the AMS term.
4. Customer will continue all software maintenance agreements for the AMS Supported Applications with the product
group.
5. The AMS Team uses a ticketing software system (the “McKesson Service Desk Ticketing Tool”) for management of
all problem tickets and Requests for Service tickets. All problem tickets and Requests for Service tickets will be entered
into McKesson’s Service Desk Ticketing Tool by McKesson or Customer. For Severity 1 or Severity 2 issues (as
described above in this Service Path), Customer must call McKesson’s designated toll free number to report such
issues directly to McKesson personnel.
6. Customer will provide an Engagement Sponsor for the purpose of transition of services and application support. An
Engagement Sponsor will remain in place for ongoing onsite correspondence as needed throughout the AMS term.
7. Customer will maintain access to necessary McKesson systems, i.e. Download Central, for the purpose of requesting
Requests for Service from the AMS Team related to downloads/updates, Change Requests, STI’s etc.
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8. AMS services are service based agreements (not FTE) and monthly reports will be provided on utilization and
adherence to the Response Objectives set forth in this Service Path.
9. Customer will be assigned a transition date based on AMS slotting schedule.
10. Software Upgrades: AMS assistance with an Upgrade is categorized as a Request for Service and subject to the terms
in the Requests for Services section above in this Service Path. The scope of AMS performance of Upgrades is as
follows: AMS does not include installation of major application version releases. Customer may request such
assistance from McKesson pursuant to a separate agreement. For assistance with application patches, service packs
and minor application version releases, Customer may request such support, and McKesson in its sole discretion will
accept or reject such request based on the nature of the application, the complexity of the Upgrade, and the availability
of appropriate AMS resources.
11. AMS does not include application implementation support for newly-installed applications.
12. AMS does not include Application Development services. “Application Development” means the creation of a new
functionality or report that has not previously existed, or a permanent modification to an application that creates new
functionality and is not included in a Generally Available release of such application. Examples of Application
Development include, but are not limited to, new custom report development, build of new order sets, build of new
iForms and build of new workflows.
13. AMS does not include support for Customer’s application testing systems or training environments.
14. Customer requested travel/site visits will be at Customer’s expense.
AMS Supported Applications
Horizon Clinicals*
STAR
Horizon Enterprise Materials Manager
McKesson Performance Analytics
McKesson Business Insight
McKesson Compliance Advisor
Pathways Contract Management
Horizon Meds Manager
McKesson Patient Visibility
Horizon Passport
Pathways Contract Modeling
Pathways Healthcare Scheduling
McKesson Patient Folder
Pathways Interface Manager
McKesson Intelligent Coding
* Legacy AMS Supported Application; see Section 2.1 of Exhibit A-2-1.
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EXHIBIT B-2
ACCELERATED SERVICES SERVICE PATH
McKesson Managed Services – Accelerated Team
Ad Hoc Project Services
Time and Materials Hours Service Path
Customer
Facilities
Project Duration
University Medical
Center of Southern
Nevada
University Medical
Center of Southern
Nevada
1,000 Time & Materials Hours
Project Duration for each specific T&M Project
will (a) be set forth in the applicable Charter
Agreement, and (b) have a minimum Project
Duration of 40 T&M Hours.
Overview
Customer is contracting with McKesson’s Managed Services Organization to provide professional
services to supplement existing IT department staff resources for project related work and/or support of
multiple health care information systems. Overall success of this engagement and promotion of system
adoption requires consistent leadership and overall project ownership by the customer. It is equally
important for there to be ongoing collaboration between the project sponsor, project leadership, IT staff,
Managed Services team and functional stakeholders to meet aggressive deployment timelines.
Standard Assumptions
Infrastructure/Product Readiness
 All software products are on a supported application release.
 Infrastructure is on site and ready for implementation, server is staged with sufficient memory for
current applications and scheduled application implementations and upgrades.
 Test/Build/Train/QA environments for each Product (as applicable) are configured and available.
 Carebridge or other remote access is made available for offsite staff to dial into.
Customer Team
 Application Super Users, IT System Analysts/Administrators, and subject matter experts are
designated and available to provide assistance, oversee and validate all work in relation to the
project.
 Customer will submit a written request for Ad Hoc project services.
 Time and Materials based Ad Hoc project work is subject to McKesson scope approval, resource
availability, and scheduling.
Managed Services
 Time and Materials hours are subject to McKesson resource availability and scheduling.
 Additional hours may be purchased if necessary via separate contract.
 Managed Services Team will provide a combination of remote and onsite support for this project.
 Managed Services will collaborate with Customer on scheduling resources and on processes for
working together as a single team for project assistance, testing, and support issue resolution.
Resources Included
Resource Type
Resource Engagement
Duration
Resource Location
Project Manager,
Clinical, Financial,
or Technical
Analysts as
needed
Supplement Customer IT resource
capabilities in support of Ad Hoc
project work and synchronization of
software test or train environments with
live environments.
1,000 Time &
Materials Hours
Remote and On-Site
(to be determined at the
reasonable discretion of
McKesson and
Customer)
Page 22 of 23
Page 71 of 162
April 7, 2016
Responsibilities
Project
Phase
All phases
Managed Services Team Responsibilities
Customer Responsibilities
As requested by Customer:
 Assist with project related work, build
modifications, issue troubleshooting and
resolution, support cases, and testing
 Synchronize test or train environments
with live environments
 Other services as requested
 Leverage expert knowledge as applicable
 Provide documentation, system review,
and support for the transition of
application support responsibilities to
Application Management Services team (if
applicable)
 Customer is responsible for providing all facility
specific build data, needed by the Managed
Services team, to perform system build or
modification work
 Customer will validate and provide final
approval, with sign-off, of all work completed by
the Managed Services team
 Customer will provide design specifications in
an acceptable format
 Provide a single point of contact/escalation for
issues
Page 23 of 23
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Page 86 of 162
SECOND AMENDMENT
TO
MASTER SERVICES AGREEMENT AND
SERVICES AGREEMENT FOR PERFUSION AND RELATED SERVICES
This Second Amendment to the Master Services Agreement and Services Agreement for Perfusion
and Related Services (“Second Amendment”) is effective May 1, 2016 (“Effective Date”) by and
among the affiliates of SpecialtyCare, Inc. as identified on the Services Agreement
(“SpecialtyCare”) located at One American Center, 3100 West End Avenue, Suite 800, Nashville,
Tennessee 37203 and University Medical Center of Southern Nevada (“Client”) located at 1800
West Charleston Boulevard, Las Vegas, Nevada 89102 with reference to the following facts:
A. Client entered into a Master Services Agreement with SpecialtyCare effective April 1, 2015, as
amended by First Amendment effective July 1, 2015, (collectively, "Agreement").
B. Client and SpecialtyCare desire to add additional Pediatric ECMO Disposable Supplies and
revise the Capital Equipment Usage fee of the Services Agreement for Perfusion and Related
Services, reflecting replacement of Heart Lung System equipment.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
acknowledged by the parties, and in accordance with Article 7.8(e) of the Agreement,
SpecialtyCare and Client agree to amend the Agreement as follows:
1. The parties agree that the terms used herein without further definition shall have the same
meanings ascribed to them as in the Agreement.
2. Effective
, add additional Pediatric ECMO Disposable Supplies to line
item #38 of Schedule 1 to Services Agreement for Perfusion and Related Services as follows:
•
•
•
•
•
•
•
•
•
10002621 - Cannula Aortic Root 14ga Stand
10002792 - Cannula Arterial Pediatric 6fr
10005576 - DLP Rigid Suction Tube,11fr Sh
10007442 - Cannula Arterial Pediatric 6fr w/ Introducer 1/4" Vented
10007443 - Cannula Arterial Pediatric 6fr w/ Introducer 3/16" Conn
10007444 - Cannula Arterial Pediatric 8fr w/ Introducer 3/16" Conn
10003763 - Cannula Arterial 16fr Blunt Ti
$33.00
$88.00
$16.00
$88.00
$98.00
$98.00
$252.61
$252.61
$252.61
each4
each4
each4
each4
each4
each4
each4
each4
each4
3. Effective
, replace line item #30 of Schedule 1 to Services Agreement
for Perfusion and Related Services in its entirety with new line item #30 as follows:
$14,075 per month2
30. Capital Equipment Usage
The Agreement is hereby modified to the extent, but only to the extent necessary, to reflect the
changes specified in this Amendment. Unless specifically modified by this Amendment, all of the
covenants, warranties, representations, terms and provisions of the Agreement shall remain in full
force and effect.
The individuals executing this Second Amendment represent and warrant that they are authorized
to execute this Second Amendment on behalf of the parties hereto.
1619-OH-AM010201-F01-FINAL [032516]
1 of 2
Confidential
Page 87 of 162
University Medical Center of Southern
Nevada
SpecialtyCare, Inc., as agent for SpecialtyCare
Signature
Signature
Printed Name
Gary Guidry, RN, MBA
Printed Name
Title
President, Perfusion Services
Title
Date
Date
1619-OH-AM010201-F01-FINAL [032516]
2 of 2
Confidential
Page 88 of 162
Page 89 of 162
Stryker Flex Financial, a division of Stryker Sales Corporation
1901 Romence Road Parkway
Portage, MI 49002
t: 1-888-308-3146 f: 877-204-1332
www.stryker.com
Date: March 3, 2016
RE: Reference No: 21237667
UNIVERSITY MEDICAL CENTER OF SOUTHERN NEVADA
1800 W. Charelston BLVD
Las Vegas, NV 89102
Thank you for choosing Stryker Flex Financial for your equipment financing needs. Enclosed please find the financing
documents necessary to enter into the financing arrangement. Once all of the documents are completed, properly executed and
returned to us, we will issue an order for release of the financed equipment.
PLEASE COMPLETE ALL ENCLOSED DOCUMENTS TO EXPEDITE THE SHIPMENT OF YOUR ORDER.
Schedule to Master Lease Agreement
Exhibit A - Detail of Equipment
Insurance Authorization and Verification
Addendum
**Conditions of Approval: INSURANCE AUTHORIZATION AND VERIFICATION, HOSPITAL PO
- PLEASE PROVIDE THE FOLLOWING WITH THE COMPLETED DOCUMENTS:
Federal Tax ID Number:___________________________ AR Address________________________________
Purchase Order Number:__________________________ Contact Name:______________________________
Phone Number:___________________________________ Email Address:_____________________________
Please fax completed documents to (877) 204-1332. Return Original documents to 1901 Romence Road Parkway
Portage, MI 49002 (using Fed-Ex Shipping ID# 612-309469)
Your personal documentation specialist is Rylee Trantham and can be reached at (269)389-3177 or by email
Rylee.Trantham@Stryker.com for any questions regarding these documents.
The financing proposal evidenced by these documents is valid through the last business day of March, 2016.
Sincerely,
Stryker Flex Financial
Notice: To help the government fight the funding of terrorism and money laundering activities, U.S. Federal law
requires financial institutions to obtain, verify and record information that identifies each person (individuals or
businesses) who opens an account. What this means for you: When you open an account or add any additional service,
we will ask you for your name, address, federal employer identification number and other information that will allow
us to identify you. We may also ask to see other identifying documents. For your records, the federal employer
identification number for Stryker Flex Financial, a Division of Stryker Sales Corporation is 38-2902424.
Agreement No: 21237667
Page 90 of 162
EQUIPMENT SCHEDULE No: 005
TO MASTER LEASE AGREEMENT
No. 21237667
Lessor:
Stryker Flex Financial, a division of Stryker Sales
Corporation
Portage, MI 49002
Lessee:
1800 W. Charelston BLVD
Las Vegas, NV 89102
Supplier:
Stryker Sales Corporation
4100 E. Milham
Kalamazoo, MI 49001
Equipment Description: See Part I on attached Exhibit "A"
(and/or as described in equipment list attached hereto and made a part hereof collectively, the "Equipment")
Equipment Location:1800 W CHARLESTON BLVD, Las Vegas , NV 89102
Schedule of Periodic Rent Payments:
48 Monthly Payments of $ 8,362.34 plus applicable taxes
Term in Months: 48
Minimum Monthly Uses: n/a
Fee Per Use: n/a
Purchase Terms (If blank, the Fair Market Value option will be deemed chosen): Fair Market Value Option
TERMS AND CONDITIONS
1. Agreement. The undersigned Lessee ("Lessee") unconditionally and irrevocably agrees to lease from the Lessor whose name is listed above ('Lessor") the Equipment
described above, on the terms specified in this Schedule, including all attachments to this Schedule and in the Master Lease Agreement referred to above (as amended
from time to time, the "Agreement"). Except as modified herein, the terms of the Agreement are hereby ratified and incorporated into this Schedule as if set forth herein
in full, and shall remain fully enforceable throughout the Term of this Schedule. Capitalized terms used and not otherwise defined in this Schedule have the respective
meanings given to those terms in the Agreement. The Minimum Monthly Uses and Fee Per Use described above shall not affect the amount of any monthly payment.
2. Purchase Option. If either the Fair Market Value Option or the Fixed Purchase Option is selected above, or otherwise applies, upon expiration of the Term and
provided that the Lease has not been terminated early and Lessee is in compliance with the Lease in all respects, Lessee may upon at least 90 but not more than 180 days
prior written notice to Lessor exercise the applicable purchase option, and upon the giving of such notice Lessee shall be irrevocably and unconditionally obligated to
purchase all (but not less than all) of the Equipment, for the purchase amount shown above (plus all applicable Taxes), which amount shall be due and payable upon the
expiration of the Term of this Schedule. If the $1.00 Buyout is selected above, upon expiration of the Term, Lessee shall pay the amount of all Rent owed by Lessee
hereunder but unpaid as of such date and $1.00 (plus all applicable Taxes). Any purchase of the Equipment by Lessee pursuant to a purchase option or $1.00 Buyout
shall be "AS IS, WHERE IS", without representation or warranty of any kind from Lessor. “Fair Market Value” shall be the amount determined by Lessor as the fair
market value of the Equipment on the basis of an arms-length sale between an informed and willing buyer who is currently in possession of the Equipment and a willing
Seller under no compulsion to sell.
3. Equipment Acceptance. By signing this Schedule LESSEE certifies that the Equipment described above shall be deemed accepted by LESSEE for all purposes under
the Agreement on the date that is ten (10) days after the date it is shipped to LESSEE by the supplier of the Equipment.
4. Miscellaneous. The amount of each Periodic Rent payment set forth above is based on Supplier's best estimate of the cost of the Equipment described in this Schedule.
If prior to the Rent Commencement Date, Equipment price changes have been accepted by both parties, Rent may be increased up to 15%, or decreased without limit, if
the actual cost of the Equipment differs from that assumed under this Schedule and such change in Rent will be effectuated by written notice from Lessor to Lessee. If
Lessee fails to pay (within thirty days of invoice date) any freight, sales tax or other amounts related to the Equipment which are billed directly by Lessor to Lessee, such
amounts shall be added to the Periodic Rent payments set forth above (plus interest or additional charges thereon) and Lessee authorizes Lessor to adjust such Periodic
Rent payments accordingly. In the event the transaction evidenced by this Schedule is determined to be a secured transaction, then as security for all existing or hereafter
arising obligations of Lessee under this Lease and all other obligations of Lessee to Lessor, Lessee hereby grants to Lessor a first priority security interest in all of
Lessee's rights, title (if any) and interests in the Equipment and any additional collateral described herein, and all proceeds and products thereof, including, without
limitation, all proceeds of insurance. This Schedule will not be valid until signed by Lessor. Lessee acknowledges that Lessee has not received any tax or accounting
advice from Lessor. If Lessee is required to report the components of its payment obligations hereunder to certain state and/or federal agencies or public health coverage
programs such as Medicare, Medicaid, SCHIP or others, the various components are provided above or in an attachment hereto.
Signature:
LESSEE HAS READ (AND UNDERSTANDS THE TERMS OF) THIS SCHEDULE BEFORE SIGNING IT.
Lessee Signature
Accepted By Stryker Flex Financial, a division of Stryker Sales
Corporation
Date:
Signature:
Date:
Print Name:
Print Name:
Title:
Title:
No: 21237667
Page 91 of 162
Exhibit "A" to Schedule 005 to Master Lease Agreement Number 21237667
Description of Equipment
Customer Name: UNIVERSITY MEDICAL CENTER OF SOUTHERN NEVADA
Delivery Address: 1800 W CHARLESTON BLVD, Las Vegas , NV 89102
Part I - Equipment / Service Coverage (if applicable)
Model Number
7208000000
7205000000
6203110000
6203131000
6203210000
6203135000
7203126000
7110120000
7215000000
4405000000
4100131000
4100132000
4100110000
4100235000
4100231000
4100125000
4100062000
4100400000
7102652000
7206000000
4405453010
7102553020
7102553030
Equipment Description
SYSTEM 7 SAG SAW
SYSTEM 7 DUAL TRIGGER ROTARY
AO SMALL ATTACHMENT
1/4" CHUCK W/KEY
AO LARGE REAMER ATTACHMENT
HUDSON/MODIFIED TRINKLE ATTACH
PIN COLLET
UNIVERSAL CHARGER
SMARTLIFE LARGE BATTERY
CORDLESS DRIVER 4
1/4 inch Drill with Jacobs Chuck
5/32 inch Drill with Jacobs Chuck
Synthes Drill
Hudson/Modified Trinkle Reamer
1/4 inch Reamer with Jacobs Chuck
Pin Collet
Wire Collet
SAGITTAL SAW ATTACHMENT
2HP STERILIZATION CONT W/
SYSTEM 7 RECIP SAW
CD4/SABO2 1HP INSERT TRAY
BOTTOM STER CONTAINER PERF
1/2 SIZE CONTAINER LID
Quantity
7
45,046.01
7
55,857.92
7
7,209.49
7
7,209.49
7
7,209.49
7
7,209.49
7
12,610.29
3
15,444.04
55 26,872.74
20 151,385.00
2
1,245.71
2
1,245.71
2
1,245.71
2
1,245.71
2
1,245.71
2
1,245.71
2
1,245.71
2
2,497.48
7
8,909.98
2
13,894.07
20 15,434.93
20
6,806.00
20
2,829.20
Unit Price
Extended Price
Total Equipment: $ 395,145.63
Total Financed Amount:
$
Customer Signature
Signature:
Date:
395,145.63
Accepted By Stryker Flex Financial, a division of Stryker Sales
Corporation
Signature:
Date:
Print Name:
Print Name:
Title:
Title:
EXA, 3/1/2011
Page 1 of 1
Page 92
of 162
Agreement
#: 21237667
INSURANCE AUTHORIZATION
AND VERIFICATION
Date: March 3, 2016
To:
Schedule 005 to Master Lease Agreement Number 21237667
UNIVERSITY MEDICAL CENTER OF SOUTHERN
NEVADA ("Customer")
1800 W CHARLESTON BLVD
Las Vegas , NV 89102
From: Stryker Flex Financial, a division of Stryker Sales Corporation
("Creditor")
Portage, MI 49002
TO THE CUSTOMER: In connection with one or more financing arrangements, Creditor may require proof in the form of this document,
executed by both Customer* and Customer’s agent, that Customer's insurable interest in the financed property (the “Property”) meets the
requirements as follows, with coverage including, but not limited to, fire, extended coverage, vandalism, and theft:
Creditor, and its successors and assigns shall be covered as both ADDITIONAL INSURED and LENDER'S LOSS PAYEE with
regard to all equipment financed or acquired for use by policy holder through or from Creditor.
Customer must carry GENERAL LIABILITY (and/or, for vehicles, Automobile Liability) in the amount of no less than
$1,000,000.00 (one million dollars).
Customer must carry PROPERTY Insurance (or, for vehicles, Physical Damage Insurance) in an amount no less than the
'Insurable Value' $395,145.63 with deductibles no more than $10,000.00.
*PLEASE PROVIDE THE INSURANCE AGENTS INFORMATION REQUESTED BELOW & SIGN WHERE INDICATED
By signing, Customer authorizes the Agent named below: 1) to complete and return this form as indicated; and 2) to endorse the
policy and subsequent renewals to reflect the required coverage as outlined above.
Insurance Agency:
Signature:
Agent Name:
Date:
Print Name:
Address:
Title:
Phone/Fax:
Email Address:
*Customer: Creditor will fax the executed form to your insurance agency for endorsement. In Lieu of agent endorsement, Customer's
agency may submit insurance certificates demonstrating compliance with all requirements. If fully executed form (or Customer-executed
form plus certificates) is not provided within 15 days, we have the right but not the obligation to obtain such insurance at your expense.
Should you have any questions please contact Rylee Trantham at (269)389-3177.
TO THE AGENT: In lieu of providing a certificate, please execute this form in the space below and promptly fax it to Creditor
at 877-204-1332 . This fully endorsed form shall serve as proof that Customer's insurance meets the above requirements.
Agent hereby verifies that the above requirements have been met in regard to the Property listed below.
Agent Signature
Signature:
Date:
Print Name:
Title:
Carrier Name:
Carrier Policy Number:
Policy Expiration Date:
Insurable Value: $395,145.63
ATTACHED: PROPERTY DESCRIPTION FOR Schedule 005 to Master Lease Agreement Number 21237667
See Exhibit “A” to Schedule 005 to Master Lease Agreement Number 21237667
TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND ACCESSORIES INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL
PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES.
Agreement Number: 21237667
Page 93 of 162
ADDENDUM TO EQUIPMENT SCHEDULE NO. 005 TO MASTER LEASE AGREEMENT NO. 21237667
BETWEEN STRYKER FLEX FINANCIAL, A DIVISION OF STRYKER SALES CORPORATION AND
This Addendum is hereby made a part of the schedule described above (the “Schedule”). In the event of a conflict between the
provisions of this Addendum and the provisions of the Schedule, the provisions of this Addendum shall control.
The parties hereby agree as follows:
1.
The second sentence of Section 4 of the Schedule, which reads as follows, is hereby deleted in its entirety:
“If prior to the Rent Commencement Date, Equipment price changes have been accepted by both parties, Rent may be increased up to 15%,
or decreased without limit, if the actual cost of the Equipment differs from that assumed under this Schedule and such change in Rent will
be effectuated by written notice from Lessor to Lessee.”
2.
The third sentence of Section 4 of the Schedule is hereby amended in its entirety to read as follows:
“If Lessee fails to pay (within forty-five days of invoice date) any freight, sales tax or other amounts related to the Equipment which are
billed directly by Lessor to Lessee, such amounts shall be added to the Periodic Rent payments set forth above (plus interest or additional
charges thereon) and Lessee authorizes Lessor to adjust such Periodic
Rent payments accordingly.”
3.
New Sections 5 and 6 are hereby added to the Schedule, which shall read as follows:
“5. Lessee is a public agency as defined by state law, and as such, it is subject to the Nevada Public Records Law (Chapter 239 of the Nevada
Revised Statutes). Under that law, all of Lessee’s records are public records (unless otherwise declared by law to be confidential) and are
subject to inspection and copying by any person.
6. In accordance with the Nevada Revised Statutes (NRS 354.626), the financial obligations under this Schedule between the parties shall
not exceed those monies appropriated and approved by Lessee for the then current fiscal year under the Local Government Budget Act. This
Schedule shall terminate and Lessee’s obligations under it shall be extinguished at the end of any of Lessee’s fiscal years (the “Termination
Date”) in which Lessee’s governing body fails to appropriate monies for the ensuing fiscal year sufficient for the payment of all amounts
which could then become due under this Schedule (a “Non-Appropriation Event”). Lessee agrees that this section shall not be utilized as a
subterfuge or in a discriminatory fashion as it relates to this Schedule. In the event this section is invoked, this Schedule will expire on the
30th day of June of the current fiscal year. Termination under this section shall not relieve Lessee of its obligations incurred through the 30th
day of June of the fiscal year for which monies were appropriated.
Lessee represents and warrants to Lessor that as of the date of, and throughout the Term of, this Schedule: (a) Lessee is a political subdivision
of the state or commonwealth in which it is located and is organized and existing under the constitution and laws of such state or commonwealth;
(b) Lessee has complied, and will comply, fully with all applicable laws, rules, ordinances, and regulations governing open meetings, public
bidding and appropriations required in connection with this Schedule, the performance of its obligations under this Schedule and the acquisition
and use of the Equipment; (c) The person(s) signing this Schedule and any other documents required to be delivered in connection with this
Schedule (collectively, the “Documents”) have the authority to do so, are acting with the full authorization of Lessee’s governing body, and hold
the offices indicated below their signatures, each of which are genuine; (d) The Documents are and will remain valid, legal and binding
agreements, and are and will remain enforceable against Lessee in accordance with their terms; and (e) The Equipment is essential to the
immediate performance of a governmental or proprietary function by Lessee within the scope of its authority and will be used during the Term
of this Schedule only by Lessee and only to perform such function. Lessee further represents and warrants to Lessor that, as of the date each
item of Equipment becomes subject to this Schedule, it has funds available to pay all Schedule payments payable thereunder until the end of
Lessee’s then current fiscal year.
If Lessee terminates this Schedule prior to the expiration of the end of this Schedule’s initial (primary) term, or any extension or renewal
thereof, as permitted under this Section 6, Lessee shall (i) on or before the Termination Date, at its expense, pack and insure the related
Equipment and send it freight prepaid to a location designated by Lessor in the contiguous 48 states of the United States and all Equipment
upon its return to Lessor shall be in the same condition and appearance as when delivered to Lessee, excepting only reasonable wear and tear
from proper use and all such Equipment shall be eligible for manufacturer's maintenance, (ii) provide in the Termination Notice a certification
of a responsible official that a Non-Appropriation Event has occurred, (iii) deliver to Lessor, upon request by Lessor, an opinion of Lessee’s
counsel (addressed to Lessor) verifying that the Non-Appropriation Event has occurred, and (iv) pay Lessor all sums payable to Lessor under
this Schedule up to and including the Termination Date.”
Page 94 of 162
Dated:
, 2016
STRYKER FLEX FINANCIAL, A DIVISION OF STRYKER SALES
CORPORATION
By:
Its:
By:
Its:
Page 95 of 162
Product Service Plan
Agreement
6201 Sprinkle Road
Kalamazoo, MI 49001
t: 269 323 7700 f: 269 216 9399
www.stryker.com
Instruments
Customer Bill to:
Customer Name:
Address:
Stryker Customer#:
University Medical Center
Of Southern Nevada
1800 W Charleston BLVD
Las Vegas, NV 89102
11008
Equipment Description:
See Exhibit A-Attached Hereto Made a Part Hereof.
Collectively the “Equipment”.
Product Service Plan Coverage:
___X___ Prevent Care – Power Tools
Plan coverage includes for the equipment listed in Exhibit A all costs associated with: 1. Parts, Labor & Travel associated with
scheduled On-site Preventative Maintenance Inspections for items listed in Exhibit A – Section A. 2. Parts and Labor associated
with repair of items listed in Exhibit A – Section A. 3. Repair/Replace costs associated with accessories listed in Exhibit A –
Section B. 4. Freight costs associated with shipments of repairs and loaners to customer facility.
Payment Schedule:
Start Date:
Terms:
48
On-site Visits
8
Monthly Payments of:
Months
On-site Visit Start Date
$3,550
All payments due net 30 and do not include
applicable tax.
Product Service Plan Terms and Conditions:
See Exhibit B-Attached Hereto Made a Part Hereof.
I approve the above terms of this Product Service Plan Agreement.
_____________________________________________________
Customer Authorized Signer (Printed)
Date
_____________________________________________________
Stryker Instruments Authorized Signer (Printed)
Date
_____________________________________________________
Customer Authorized Signer
Date
_____________________________________________________
Stryker Instruments Authorized Signer
Date
_____________________________________________________
Purchaser Order Number
_____________________________________________________
Customer’s Federal Tax ID Number
Page 96 of 162
4100 E. Milham Avenue
Kalamazoo, MI 49001
Phone: (800) 253-3210 Fax: (269) 323-2887
CUSTOMER'S COPY
Instruments
Scott Thurman
DATE: 4/6/2016
PROPOSAL SUBMITTED TO:
UNIV MEDICAL CENTRE (ACCOUNT 11008)
OF SOUTHERN NEVADA 1800 W CHARLESTON BLVD
LAS VEGAS, NV 89102
We are pleased to submit our
quotation on the following Stryker
Instruments products.
PROCARE COVERAGE
Item
No.
Part No.
Description
Yrs Qty
List Price
Discount
Sell Price
Total
1
7208-000-000W System 7 Sagittal Saw ProCare
4
7
$1,225.00
50.00%
$612.50
$12,862.50
2
7205-000-000W System 7 Dual Trigger ProCare
4
7
$1,225.00
50.00%
$612.50
$12,862.50
3
7206-000-000W System 7 Recip Saw ProCare
4
2
$1,225.00
50.00%
$612.50
$3,675.00
4
7110-120-000W Universal Charger ProCare
4
3
$425.00
50.00%
$212.50
$1,912.50
5
7000-000-000W System 7 Attachment ProCare
4
15
$395.00
50.00%
$197.50
$8,887.50
6
7215-000-000W System 7 Large Battery ProCare
4
20
$460.00
50.00%
$230.00
$13,800.00
7
4405-000-000W Cordless Driver 4 ProCare
4
20
$1,220.00
50.00%
$610.00
$36,600.00
8
4000-000-000W Cordless/Rotary Attch ProCare
4
50
$300.00
50.00%
$150.00
$22,500.00
9
5400-015-000W CORE Micro Drill ProCare
4
6
$625.00
50.00%
$312.50
$7,500.00
10
5400-031-000W CORE Oscillating Saw ProCare
4
6
$625.00
50.00%
$312.50
$7,500.00
11
5400-034-000W CORE Sagittal Saw ProCare
4
6
$730.00
50.00%
$365.00
$8,760.00
12
5400-037-000W CORE Recip Saw ProCare
4
6
$730.00
50.00%
$365.00
$8,760.00
13
5400-050-000W CORE Console ProCare
4
3
$840.00
50.00%
$420.00
$5,040.00
14
5400-099-000W CORE U-Driver ProCare
4
6
$895.00
50.00%
$447.50
$10,740.00
15
5000-000-000W TPS/CORE Attachment ProCare
4
15
$300.00
50.00%
$150.00
$9,000.00
16
9000-100-000W Stryker ProCare On-Site Visit
4
2
$2,595.00
100.00%
$0.00
$0.00
Total List Price
$366,750.00
Total Discount
53.54%
ProCare Coverage Total
$170,400.00
Monthly Payment
$3,550.00
F.O.B.: Shipping Point
Prices: In effect for 60 days
Terms: Net 30 Days
Ask your Stryker Sales Rep about our flexible financing options.
Pricing does not include applicable taxes and shipping.
POWERED SURGICAL INSTRUMENTS * IRRIGATION * CEMENT SYSTEMS * CAST ROOM * PAIN MANAGEMENT * WASTE MANAGEMENT * NAVIGATION
Navigation products are subject to a 50% restocking fee.
CONFIDENTIALITY NOTICE: Recipient will not disclose to any third party the terms of this proposal or any other information, including any pricing or discounts, offered to be provided by
Stryker to Recipient in connection with this proposal, without Stryker’s prior written approval, except as may be required by law or by lawful order of any applicable government agency.
Page 97 of 162
Product Service Plan - Exhibit A
Page 1 of 1
University Medical Center #11008
1/6/2016
Product Service Plan - Equipment Inventory
Repair Items Exhibit A - Section A
Product#
Description
Repair Items Exhibit A - Section A
Serial #
Product#
Description
Serial #
7208-000-000
System 7 Sag Saw
TBD
5400-015-000
CORE Micro Drill
0805004803
7208-000-000
System 7 Sag Saw
TBD
5400-015-000
CORE Micro Drill
0805004793
7208-000-000
System 7 Sag Saw
TBD
5400-015-000
CORE Micro Drill
0805004783
7208-000-000
System 7 Sag Saw
TBD
5400-015-000
CORE Micro Drill
0805004773
7208-000-000
System 7 Sag Saw
TBD
5400-015-000
CORE Micro Drill
0805004763
7208-000-000
System 7 Sag Saw
TBD
5400-015-000
CORE Micro Drill
0803708323
7208-000-000
System 7 Sag Saw
TBD
5400-031-000
CORE Oscillating Saw
0805003323
7205-000-000
System 7 Dual Trigger
TBD
5400-031-000
0805003313
7205-000-000
TBD
5400-031-000
0805003303
7205-000-000
TBD
5400-031-000
0805003193
7205-000-000
TBD
5400-031-000
0805003183
7205-000-000
TBD
5400-031-000
0804606113
7205-000-000
TBD
5400-034-000
CORE Sagittal Saw
0805004723
7205-000-000
TBD
5400-034-000
CORE Sagittal Saw
0805004713
7206-000-000
System 7 Recip Saw
TBD
5400-034-000
CORE Sagittal Saw
0805004573
7206-000-000
System 7 Recip Saw
TBD
5400-034-000
CORE Sagittal Saw
0805004563
7110-120-000
Universal Charger
TBD
5400-034-000
CORE Sagittal Saw
0805004553
7110-120-000
Universal Charger
TBD
5400-034-000
CORE Sagittal Saw
0805004543
7110-120-000
Universal Charger
TBD
5400-037-000
CORE Recip Saw
0805001243
4405-000-000
Cordless Driver 4
TBD
5400-037-000
CORE Recip Saw
0805001233
4405-000-000
Cordless Driver 4
TBD
5400-037-000
CORE Recip Saw
0805001223
4405-000-000
Cordless Driver 4
TBD
5400-037-000
CORE Recip Saw
0805001213
4405-000-000
Cordless Driver 4
TBD
5400-037-000
CORE Recip Saw
0805001203
4405-000-000
Cordless Driver 4
TBD
5400-037-000
CORE Recip Saw
0804606303
4405-000-000
Cordless Driver 4
TBD
5400-050-000
CORE Console
0804900503
4405-000-000
Cordless Driver 4
TBD
5400-050-000
CORE Console
0804900483
4405-000-000
Cordless Driver 4
TBD
5400-050-000
CORE Console
0804900433
4405-000-000
Cordless Driver 4
TBD
5400-099-000
CORE U Driver
0805005073
4405-000-000
Cordless Driver 4
TBD
5400-099-000
CORE U Driver
0805005023
4405-000-000
Cordless Driver 4
TBD
5400-099-000
CORE U Driver
0805005013
4405-000-000
Cordless Driver 4
TBD
5400-099-000
CORE U Driver
0805005003
4405-000-000
Cordless Driver 4
TBD
5400-099-000
CORE U Driver
0805004993
4405-000-000
Cordless Driver 4
TBD
5400-099-000
CORE U Driver
0805004983
4405-000-000
Cordless Driver 4
TBD
4405-000-000
Cordless Driver 4
TBD
Product#
4405-000-000
Cordless Driver 4
TBD
5000-000-000
ALL CORE/TPS Attachments
4405-000-000
Cordless Driver 4
TBD
4000-000-000
ALL Cordless/Rotary Attachments
4405-000-000
Cordless Driver 4
TBD
7000-000-000
ALL System 7 Attachments
4405-000-000
Cordless Driver 4
TBD
7215-000-000
System 7 Large Battery
Replace Items Exhibit A - Section B
Description
Page 98 of 162
6201 Sprinkle Road
Kalamazoo, MI 49001
t: 269 323 7700
f: 269 216 9399
www.stryker.com
STRYKER PROCARE SERVICE PLAN
TERMS AND CONDITIONS
Product Service Plan - Exhibit B
PRODUCT SERVICE PLAN AGREEMENT
This document sets forth the entire Product Service Plan Agreement
(“Agreement”) between Stryker Instruments, hereinafter referred to as
Stryker, and the purchaser, hereinafter referred to as Customer. This is
the entire Agreement and no other oral modifications are valid. This
Agreement will remain in effect unless canceled or modified by either
party according to the following terms and conditions.
1.
COVERAGE AND TERM
The product service plan coverage, term, start date, and price of
the Service Plan appear on the cover page hereto and the Service
Plan Covers the equipment set forth on Exhibit A (collectively,
the “Equipment”).
2.
EQUIPMENT SCHEDULE CHANGES
During the term of the Agreement and upon each party’s written
consent, additional Equipment may be included in the Exhibit A.
All additions are subject to the terms and conditions contained
herein. Stryker shall adjust the charges and modify the schedule
to reflect the additions.
3.
INSPECTION SCHEDULING
Service inspections will be scheduled in advance at a mutually
agreed upon time for such period of time as is reasonably
necessary to complete the service. Equipment not made available
at the specified time will be serviced at the next scheduled service
inspection unless specific arrangements are made with Stryker.
4.
INSPECTION ACTIVITY
On each scheduled service inspection, Stryker’s Service
Representative will inspect each available item of Equipment as
required in accordance with Stryker’s then current Maintenance
procedures for said Equipment. If there is any discrepancy or
questions on the number of inspections, price, or Equipment,
Stryker will notify Customer of such and parties may agree to
amend upon mutual agreement..
5.
SERVICE INVOICING
Invoices will be sent on the agreed payment method. All prices
are exclusive of state and local use, sales or similar taxes. Except
when proper tax certificate documentation is provided by
Customer, in states assessing upfront sales and use tax, your
payments will be adjusted to include all applicable sales and use
tax amortized over the Service Plan term using a rate that
preserves for Stryker Instruments, its affiliates and /or assigns, the
intended economic yield for the transaction described in this
Agreement. All invoices issued under this Agreement are to be
paid within thirty (30) days of the date of the invoice. Failure to
comply with Net 30 Day terms will constitute breach of contract
and future service will only be made on a prepaid or COD basis,
or until the previous obligation is satisfied, or both. Stryker
reserves the right, with no liability to Stryker, to cancel any
contract on the basis of payment default for any previous product
or service provided by Stryker Sales Corporation or any of its
affiliates.
6.
PRICE CHANGES
The Service prices specified herein are those in effect as of the
date of acceptance of this Agreement and will continue in effect
throughout the term of the Service Plan.
7.
INITIAL INSPECTION
This Agreement shall be applicable only to such Equipment as
listed in Exhibit A, which has been determined by a Stryker
Instrument’s Representative to be in good operating condition
upon his/her initial inspection thereof.
8.
OPERATION MAINTENANCE
Stryker’s service is ancillary to and not a complete substitute for
the requirements of Customer to adhere to the routine
maintenance instructions provided by Stryker, its Equipment and
9.
10.
11.
12.
Instruments
operations manuals, and accompanying labels and/or inserts for
each item of Equipment. Customer’s appropriate user personnel
should be entirely familiar with the instructions and contents of
those manuals, labels and inserts and implement them
accordingly.
SERVICE PLAN WARRANTY AND LIMITATIONS
During the term of the Service Plan, Stryker will maintain the
Equipment in good working condition.
Equipment and
Equipment components repaired or replaced under this Service
Plan continue to be warranted as described herein during the
Service Plan term. When Equipment or component is replaced,
the item provided in replacement will be the customer’s property
and the replaced item will be Stryker’s property. If a refund is
provided by Stryker, the Equipment for which the refund is
provided must be returned to Stryker and will become Stryker’s
property. There are no express or implied warranties by Stryker
other than the warranties hereinabove described with respect to
the Service Plan or the Equipment covered thereunder, including
without limitation, warranty of merchantability or fitness for a
particular purpose Notwithstanding any other provision of this
Agreement, the Service Plan does not include repairs or other
services made necessary by or related to, the following: (1)
Abnormal wear or damage caused by misuse or by failure to
perform normal and routine maintenance as set out in the Stryker
Maintenance Manual or Operating Instructions. (2) Accidents (3)
Catastrophe (4) Acts of God (5) Any malfunction resulting from
faulty maintenance, improper repair, damage and/or alteration by
non-Stryker Instruments authorized personnel (6) Equipment on
which any original serial numbers or other identification marks
have been removed or destroyed; or (7) Equipment that has been
repaired with any unauthorized or non-Stryker components. In
addition, in order to ensure safe operation of Stryker Equipment,
only Stryker accessories should be used. Stryker reserves the
right to invalidate the Service Plan and complimentary loaner
programs if Equipment is used with accessories not manufactured
by Stryker
WAIVER EXCLUSIONS
No failure to exercise, and no delay by Stryker in exercising any
right, power or privilege hereunder shall operate as a waiver
thereof. No waiver of any breach of any provision by Stryker
shall be deemed to be a waiver by Stryker of any preceding or
succeeding breach of the same or any other provision. No
extension of time by Stryker for performance of any obligations
or other acts hereunder or under any other Agreement shall be
deemed to be an extension of time for performances of any other
obligations or any other acts by Stryker.
LIMITATION OF LIABILITY
Stryker’s liability on any claim whether in contract or otherwise,
for any loss or damage arising out of, connected with or resulting
from the repair of any product furnished hereunder shall in no
event exceed the price paid for said repair which gives rise to the
claim. In no event shall Stryker be liable for incidental,
consequential or special damages.
Notwithstanding the
foregoing, nothing herein shall be deemed to disclaim Stryker’s
liability to third parties resulting from the sole negligence of
Stryker as determined by a court of law.
TERMINATION
The Agreement may be canceled by either party by giving a thirty
(30) days prior written notice of any such cancellation to the other
party. If this Agreement is canceled during or before the
expiration date of the Agreement, Customer will owe for the
months covered up to the cancellation date of the Agreement and
for any parts, labor, and travel charges, required to maintain
Equipment, exceeding that already paid during the Agreement.
Stryker Pro Care
Rev 2010
Page 99 of 162
13.
14.
15.
16.
FORCE MAJEURE
Neither Party to this Agreement will be liable for any delay or
failure of performance that is the result of any happening or event
that could not reasonably have been avoided or that is otherwise
beyond its control, provided that the Party hindered or delayed
immediately notifies the other Party describing the circumstances
causing delay. Such happenings or events will include, but not be
limited to, terrorism, acts of war, riots, civil disorder, rebellions,
fire, flood, earthquake, explosion, action of the elements, acts of
God, inability to obtain or shortage of material, equipment or
transportation, governmental orders, restrictions, priorities or
rationing, accidents and strikes, lockouts or other labor trouble or
shortage.
INDEMNIFICATION
Stryker shall indemnify and hold Customer harmless from any
loss, damage, cost or expense that Customer may incur by reason
of or arising out of (1) any injury (including death) to any person
arising from Stryker’s providing services pursuant to this
Agreement, not caused by the gross negligence or willful
misconduct or omission of Customer, or (2) any property damage
caused by the gross negligence or willful misconduct or
omissions by Stryker or Stryker’s employees agents, or
contractors. The foregoing indemnification will not apply to any
liability arising from (i) an injury due to the negligence of any
person other than Stryker’s employee or agent, (ii) the failure of
any person other than Stryker’s employee or agent to follow any
instructions outlined in the labeling, manual, and/or instructions
for use of a product(s), or (iii) the use of any product or part not
purchased from Stryker or product or part that has been modified,
altered or repaired by any person other than Stryker’s employee
or agent. Except as specifically provided herein, Stryker is not
responsible for any losses or injuries arising from the selection,
manufacture, installation, operation, condition, possession, or use
of a Product.
INSURANCE REQUIREMENTS
Stryker shall maintain from insurers (with an A.M. Best rating of
not less than A-) the following insurance coverages during the
term of this Agreement: (i) commercial general liability coverage
with minimum limits of $1,000,000.00 per occurrence and
$2,000,000.00 general aggregate applying to bodily injury,
personal injury, and property damage; (ii) automobile insurance
with combined single limits of $1,000,000 for owned, hired, and
non-owned vehicles; (iii) worker’s compensation insurance as
required by applicable law. Stryker’s general liability insurance
policy shall include Customer as an additional insured.
Certificates of insurance shall be provided by Stryker prior to
commencement of the services at any premises owned or
operated by Customer. To the extent permitted by applicable laws
and regulations, Stryker shall be permitted to meet the above
requirements through a program of self insurance. If we elect to
self-insure, such self-insurance shall also be administered
pursuant to a reasonable self-insurance program crafted by
Stryker and reasonably accepted by Customer.
WARRANTY OF NON-EXCLUSION
Each party represents and warrants that as of the Effective Date,
neither it nor any of its employees, are or have been excluded
terminated, suspended, or debarred from a federal or state health
care program or from participation in any federal or state
procurement or non-procurement programs. Each party further
represents that no final adverse action by the federal or state
government has occurred or is pending or threatened against the
party, its affiliates, or, to its knowledge, against any employee,
Stryker, or agent engaged to provide items or services under this
Agreement. Each party also represents that if during the term of
this Agreement it, or any of its employees becomes so excluded,
terminated, suspended, or debarred from a federal or state health
care program or from participation in any federal or state
procurement or non-procurement programs, such will promptly
notify the other party. Each party retains the right to terminate or
17.
18.
19.
20.
21.
22.
modify this Agreement in the event of the other party’s exclusion
from a federal or state health care program.
COMPLIANCE
To the extent required by law the following provision applies:
Customer and Stryker agree to comply with the Omnibus
Reconciliation Act of 1980 (P.L. 96-499) and its implementing
regulations (42 CFR, Part 420). To the extent applicable to the
activities of Stryker hereunder, Stryker further specifically agrees
that until the expiration of four (4) years after furnishing services
and/or products pursuant to this Agreement, Stryker shall make
available, upon written request of the Secretary of the Department
of Health and Human Services, or upon request of the
Comptroller General, or any of their duly authorized
representatives, this Agreement and the books, documents and
records of Stryker that are necessary to verify the nature and
extent of the costs charged to Customer hereunder. Stryker
further agrees that if Stryker carries out any of the duties of this
Agreement through a subcontract with a value or cost of ten
thousand dollars ($10,000) or more over a twelve (12) month
period, with a related organization, such subcontract shall contain
a clause to the effect that until the expiration of four (4) years
after the furnishing of such services pursuant to such subcontract,
the related organization shall make available, upon written
request to the Secretary, or upon request to the Comptroller
General, or any of their duly authorized representatives the
subcontract, and books and documents and records of such
organization that are necessary to verify the nature and extent of
such costs.
HIPAA
All medical information and/or data concerning specific patients
(including, but not limited to, the identity of the patients), derived
from or obtained during the course of the Agreement, shall be
treated by both parties as confidential so as to comply with all
applicable state and federal laws and regulations regarding
confidentiality of patient records, and shall not be released,
disclosed, or published to any party other than as required or
permitted under applicable laws. Stryker is not a “business
associate” of Customer, as the term “business associate” is
defined by HIPAA (the Health Insurance Portability and
Accountability Act of 1996 and 45 C.F.R. parts 142 and 160-164,
as amended). To the extent Stryker in the future becomes a
business associate of Customer, the parties agree to negotiate to
amend the Agreement as necessary to comply with HIPAA, and
if an agreement cannot be reached the Agreement will
immediately terminate.
ASSIGNMENT
Neither party may assign or transfer their rights and/or benefits
under this Agreement without the prior written consent of the
other party.
SEVERABILITY OF PROVISIONS
The invalidity, in whole or in part, of any of the foregoing
paragraphs, where determined to be illegal, invalid, or
unenforceable by a court or authority of competent jurisdiction,
will not affect or impair the enforceability of the remainder of the
Agreement.
GOVERNING LAW
This Agreement shall be construed and interpreted in accordance
with the laws of the State of Nevada.
BUDGET ACT AND FISCAL FUND OUT
In accordance with the Nevada Revised Statutes (NRS 354.626),
the financial obligations under this Agreement between the
parties shall not exceed those monies appropriated and approved
by UMC for the then current fiscal year under the Local
Government Budget Act. This Agreement shall terminate and
UMC's obligations under it shall be extinguished at the end of
any of UMC's fiscal years in which UMC’s governing body fails
to appropriate monies for the ensuing fiscal year sufficient for the
payment of all amounts which could then become due under this
Agreement. UMC agrees that this section shall not be utilized as
Stryker Pro Care
Rev 2010
2
Page 100 of 162
23.
a subterfuge or in a discriminatory fashion as it relates to this
Agreement. In the event this section is invoked, this Agreement
will expire on the 30th day of June of the current fiscal year.
Termination under this section shall not relieve UMC of its
obligations incurred through the 30th day of June of the fiscal
year for which monies were appropriated.
PUBLIC RECORDS
Stryker acknowledges that Customer is a public county-owned
hospital which is subject to the
provisions of the Nevada Public Records Act, Nevada Revised
Statutes Chapter 239, as may be amended from time to time.
As such, its records are public documents available to copying
and inspection by the public. If, in conformity with the
Nevada Public Records Act, Customer receives a demand for the
disclosure of any information related to this Agreement which
Stryker has claimed to be confidential and proprietary, Customer
will (i) immediately notify Stryker in
writing of such demand and (ii) give Stryker sufficient time to
challenge the request or redact any necessary
information to the extent permitted by law, and (iii) only provide
such information as necessary to comply with the Nevada
Public Records Act, NRS 239.
Stryker Pro Care
Rev 2010
3
Page 101 of 162
Page 102 of 162
Page 103 of 162
PROFESSIONAL SERVICES AGREEMENT
This Agreement, made and entered into this 21st day of April 2016, by and between
University Medical Center of Southern Nevada, a publicly owned and operated hospital
created by virtue of Chapter 450 of the Nevada Revised Statutes (hereinafter referred to as
“Hospital”) and Women’s Cancer Center of Nevada, a Nevada professional corporation with
its principal place of business at 3131 La Canada St., Suite 241, Las Vegas, Nevada (hereinafter
referred to as the “Provider”);
WHEREAS, Hospital is the operator of a Hematology and Medical Oncology Section
under the Internal Medicine Department (the “Department”) located in Hospital which requires
certain Services (as defined below); and
WHEREAS, Hospital recognizes that the proper functioning of the Department requires
Services from a physician who has been properly trained and is fully qualified and credentialed
to practice medicine as a hematologist and medical oncologist; and
WHEREAS, Provider desires to contract for and provide said Services in the specialty of
hemotology and medical oncology, as more specifically described herein; and
NOW THEREFORE, in consideration of the covenants and mutual promises made
herein, the parties agree as follows:
I.
DEFINITIONS
For the purposes of this Agreement, the following definitions apply:
1.1
Allied Health Providers. Individuals other than a licensed physician, medical
doctor (“M.D.”), doctor of osteopathy (“D.O.”), chiropractor, or dentist who
exercise independent or dependent judgment within the areas of their scope of
practice and who are qualified to render patient care services under the
supervision of a qualified physician who has been accorded privileges to provide
such care in Hospital.
1.2
Department. Unless the context requires otherwise, Department refers to the
Hematology and Medical Oncology Section under the Internal Medicine
Department.
1.3
Medical Staff. The Medical and Dental Staff of University Medical Center of
Southern Nevada.
1.4
Member Physician(s). Physician(s) mutually appointed by Provider and Hospital
(as listed on Exhibit A and which shall be subject to change from time to time) to
provide Services pursuant to this Agreement. John A. Ellerton, M.D. is required
to provide Services as a Member Physician of Provider.
1
Page 104 of 162
II.
1.5
Services. Certain on-call and clinical services in the specialty of hematology and
oncology performed for the diagnosis, prevention or treatment of disease or for
assessment of a medical condition, including but not limited to the delivery to the
Department and the Hospital certain Services to Unassigned Patients, 24 hours per
day/seven days per week, as further described herein.
1.6
Unassigned Patients. Those patients seen by Provider during inpatient service
sessions at Hospital who are not designated patients of other physicians
credentialed by Hospital’s Medical Staff or are not assigned a physician under a
managed care plan. Unassigned patients include, but are not limited to, those
patients who are uninsured. Where resident coverage has been assigned to
another group or physician on a predetermined and agreed upon scheduled
rotation, Hospital patients being covered by residents during such periods will not
be considered Unassigned Patients for purposes of this Agreement. For purposes
of this Agreement, Unassigned Patients shall not include persons who are patients
of Provider or whom Provider chooses to provide services at Hospital.
PROVIDER'S OBLIGATIONS
2.1
Services. Provider shall deliver to the Department and the Hospital certain
Services, as more specifically described on Exhibit A, attached hereto and
incorporated herein by reference.
2.2
Medical Staff Appointment.
a.
Member Physicians employed or contracted by Provider shall at all times
hereunder, be a member in good standing of Hospital’s medical staff with
appropriate clinical credentials and appropriate Hospital privileges. Any
of Provider’s Member Physicians who fail to maintain staff appointment
of clinical privileges in good standing will not be permitted to render the
Services and will be replaced promptly by Provider. Provider shall
replace a Member Physician who has been suspended, terminated or
expelled from Hospital’s Medical Staff, loses his/her license to practice
medicine, tenders his/her resignation, or violates the terms and conditions
required of this Agreement, including but not limited to those
representations set forth in Section 2.3 below. In the event Provider
replaces or adds a Member Physician, such new Member Physician shall
meet all of the conditions set forth herein, and shall agree in writing to be
bound by the terms of this Agreement. In the event an appointment to the
Medical Staff is granted solely for purposes of this Agreement, such
appointment shall automatically terminate upon termination of this
Agreement.
b.
Provider shall be fully responsible for the performance and supervision of
any of its Member Physicians or others under its direction and control, in
the performance of Services under this Agreement.
2
Page 105 of 162
2.3
a.
c.
Allied Health Providers employed or utilized by Provider, if any, must
apply for privileges and remain in good standing in accordance with the
University Medical Center of Southern Nevada Allied Health Providers
Manual.
d.
Provider will work with Hospital to maintain certification by the American
College of Surgeons Commission on Cancer.
Representations of Provider and Member Physicians.
Provider represents and warrants that it:
i.
ii.
iii.
iv.
v.
b.
holds an active business license with Clark County and is currently
in good standing with the Nevada Secretary of State and
Department of Taxation;
has never been excluded or suspended from participation in, or
sanctioned by, a Federal or state health care program;
has never been convicted of a felony or misdemeanor involving
fraud, dishonesty, moral turpitude, controlled substances or any
crime related to the provision of medical services;
at all times will comply with all applicable laws and regulations in
the performance of the Services; and
will comply with the standards of performance, attached hereto as
Exhibit B and incorporated by reference.
Provider, on behalf of each of Provider’s Member Physicians, represents and
warrants that he or she:
i.
ii.
iii.
iv.
v.
vi.
vii.
is Certified in internal medicine, hematology and medical
oncology by the American Board of Internal Medicine.
possesses an active license to practice medicine from the State of
Nevada which is in good standing;
has an active and unrestricted license to prescribe controlled
substances with the Drug Enforcement Agency and a Nevada
Board of Pharmacy registration;
is not and/or has never been subject to any agreement or
understanding, written or oral, that he or she will not engage in the
practice of medicine, either temporarily or permanently;
has never been denied membership or reappointment to the
medical staff of any hospital or healthcare facility;
holds an active business license with Clark County and is currently
in good standing with the Nevada Secretary of State and
Department of Taxation (as applicable);
has never been excluded or suspended from participation in, or
sanctioned by, a Federal or state health care program;
3
Page 106 of 162
viii.
ix.
x.
xi.
has never been convicted of a felony or misdemeanor involving
fraud, dishonesty, moral turpitude, controlled substances or any
crime related to the provision of medical services;
at all times will comply with all applicable laws and regulations in
the performance of the Services;
is not restricted under any third party agreement from performing
the obligations under this Agreement; and
will comply with the standards of performance, attached hereto as
Exhibit B and incorporated by reference.
2.4
Notification Requirements. The representations contained in this Agreement are
ongoing throughout the Term. Provider agrees to notify Hospital in writing
within three (3) calendar days of any event that occurs that constitutes a breach of
the representations and warranties contained in Section 2.3, or elsewhere in this
Agreement. Hospital shall, in its discretion, have the right to terminate this
Agreement if Provider fails to notify the Hospital of such a breach and/or fails to
meet any of the requirements in this Agreement after a period of three (3)
calendar days.
2.5
Independent Contractor. In the performance of the work duties and obligations
performed by Provider under this Agreement, it is mutually understood and
agreed that Provider is at all times acting and performing as an independent
contractor practicing the profession of medicine. Hospital shall neither have, nor
exercise any, control or direction over the methods by which Provider shall
perform its work and functions.
2.6
Industrial Insurance.
2.7
a.
As an independent contractor, Provider shall be fully responsible for
premiums related to accident and compensation benefits for its employees
as required by the industrial insurance laws of the State of Nevada, as
applicable.
b.
Provider agrees, as a condition precedent to the performance of any work
under this Agreement and as a precondition to any obligation of Hospital
to make any payment under this Agreement, to provide Hospital with a
certificate issued by the appropriate entity in accordance with the
industrial insurance laws of the State of Nevada. Provider agrees to
maintain coverage for industrial insurance pursuant to the terms of this
Agreement, if and as requrired. If Provider does not maintain such
coverage, Provider agrees that Hospital may withhold payment, order
Provider to stop work, suspend the Agreement or terminate the
Agreement.
Professional Liability Insurance. Provider shall carry professional liability
insurance on its Member Physicians and employees providing these Services, at
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its own expense in accordance with the minimums established by the Bylaws,
Rules and Regulations of the Medical Staff. Said insurance shall annually be
certified to Hospital and Medical Staff, as necessary.
2.8
Provider Personal Expenses. Provider shall be responsible for all of Provider’s
personal expenses, and those of any Member Physicians and Allied Health
Providers, including, but not limited to, membership fees, dues and expenses of
attending conventions and meetings, except those specifically requested and
designated by Hospital.
2.9
Maintenance of Records.
2.10
a.
All medical records, histories, charts and other information regarding
patients treated or matters handled by Provider hereunder, or any data or
data bases derived therefrom, shall be the property of Hospital regardless
of the manner, media or system in which such information is retained.
Provider shall have access to and may copy relevant records upon
reasonable notice to Hospital.
b.
Provider shall complete all patient charts in a timely manner in accordance
with the standards and recommendations of The Joint Commission and
Regulations of the Medical Staff, as may then be in effect.
Health Insurance Portability and Accountability Act of 1996.
a.
For purposes of this Agreement, “Protected Health Information” shall
mean any information, whether oral or recorded in any form or medium,
that: (i) was created or received by either party; (ii) relates to the past,
present, or future physical 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 (iii) identifies such
individual.
b.
Provider agrees to comply with the Health Insurance Portability and
Accountability Act of 1996 (42 U.S.C. 1320d-1329d-8; 42 U.S.C. 1320d2) (“HIPAA”), and any current and future regulations promulgated
thereunder, including, without limitation, the federal privacy regulations
contained in 45 C.F.R. Parts 160 and 164 (the “Federal Privacy
Regulations”), the federal security standards contained in 45 C.F.R. Part
142 (the “Federal Security Regulations”), the federal standards for
electronic transactions contained in 45 C.F.R. Parts 160 and 162, and all
the amendments to HIPAA contained in Subtitle D of the Health
Information Technology for Economic and Clinical Health Act
(“HITECH”), all collectively referred to as “HIPAA Regulations”.
Provider shall preserve the confidentiality of Protected Health Information
(PHI) it receives from Hospital, and shall be permitted only to use and
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disclose such information in compliance with the HIPAA Requirements
and any applicable state law. Provider agrees to execute such further
agreements deemed necessary by Hospital to facilitate compliance with
the HIPAA Requirements or any applicable state law. Provider shall make
its internal practices, books and records relating to the use and disclosure
of PHI available to the Secretary of Health and Human Services to the
extent requirement for determining compliance with the Federal Privacy
Regulations. Hospital and Provider shall be an Organized Health Care
Arrangement (“OHCA”), as such term is defined in the HIPAA
Regulations.
c.
2.11
III.
Hospital shall, from time to time, obtain applicable privacy notice
acknowledgments and/or authorizations from patients and other applicable
persons, to the extent required by law, to permit the Hospital, Provider and
their respective employees and other representatives, to have access to and
use of PHI for purposes of the OHCA. Hospital and Provider shall share a
common patient’s PHI to enable the other party to provide treatment, seek
payment, and engage in quality assessment and improvement activities,
population-based activities relating to improving health or reducing health
care costs, case management, conducting training programs, and
accreditation, certification, licensing or credentialing activities, to the
extent permitted by law or by the HIPAA Regulations.
UMC Policy #I-66. Provider shall ensure that its staff and equipment utilized at
Hospital, if any, are at all times in compliance with University Medical Center
Policy #I-66, set forth in Attachment 1, incorporated and made a part hereof by
this reference.
HOSPITAL'S OBLIGATIONS
3.1
Space, Equipment and Supplies.
a.
Hospital shall provide space within Hospital for the Provider to perform
the Services under this Agreement (excluding Provider’s private office
space); however, Provider shall not have exclusivity over any space or
equipment provided therein and shall not use the space or equipment for
any purpose not related to the proper functioning of the Department.
b.
Hospital shall make available during the term of the Agreement such
equipment as is determined by Hospital to be required for the proper
operation and conduct of the Department. Hospital shall also keep and
maintain said equipment in good order and repair.
c.
Hospital shall purchase all necessary supplies for the proper operation of
the Department and shall keep accurate records of the cost thereof.
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IV.
3.2
Hospital Services. Hospital shall provide the services of other hospital
departments required for the provision of Services, including, but not limited to,
Accounting, Administration, Engineering, Human Resources, Material
Management, Medical Records and Nursing related to the provisions of the
Clinical Services.
3.3
Personnel. Other than Member Physicians and Allied Health Providers, all
personnel required for the proper operation of the Department shall be employed
by Hospital. The selection and retention of such personnel shall be in cooperation
with Provider, but Hospital shall have final authority with respect to such
selection and retention. Salaries and personnel policies for persons within
personnel classifications used in Department shall be uniform with other Hospital
personnel in the same classification insofar as may be consistent with the
recognized skills and/or hazards associated with that position, providing that
recognition and compensation be provided for personnel with special
qualifications in accordance with the personnel policies of Hospital.
BILLING
4.1
Direct Billing. Except as otherwise specifically provided herein, Provider shall
directly bill patients and/or third party payers for all professional components.
Hospital shall provide within thirty (30) days of the date of service usual social
security and insurance information to facilitate direct billing. Unless specifically
agreed to in writing or elsewhere in this Agreement, Hospital is not otherwise
responsible for the billing or collection of professional component fees. Provider
agrees to maintain a mandatory assignment contract with Medicaid and Medicare.
4.2
Fees. Fees to patients and their insurers will not exceed that which are usual,
reasonable and customary for the community. Provider shall furnish a list of
these fees upon request of Hospital.
4.3
Third Party Payors. If Hospital desires to enter into preferred provider, capitated
or other managed care contracts, to the extent permitted by law, Provider agrees
to cooperate with Hospital and to attempt to negotiate reasonable rates with such
managed care payors.
4.4
Compliance. Provider agrees to comply with all applicable federal and state
statutes and regulations (as well as applicable standards and requirements of nongovernmental third-party payors) in connection with Provider’s submission of
claims and retention of funds for Provider’s services (i.e., professional
components”) provided to patients at Hospital’s facilities (collectively “Billing
Requirements”). In furtherance of the foregoing and without limiting in any way
the generality thereof, Provider agrees:
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V.
a.
To use his/her best efforts to ensure that all claims by Provider for
Provider’s services provided to patients at Hospital’s facilities are
complete and accurate;
b.
To cooperate and communicate with Hospital in the claim preparation and
submission process to avoid inadvertent duplication by ensuring that
Provider does not bill for any items or services that has been or will be
appropriately billed by Hospital as an item or service provided by Hospital
at Hospital’s facilities; and
c.
To keep current on applicable Billing Requirements as the same may
change from time to time.
COMPENSATION
5.1
Compensation for Professional Services. During the term of this Agreement and
subject to Section 7.5, Hospital will compensate Provider for the Services, in monthly
payments (prorated for a calendar month if the effective date is not on the first of the
month) in the amount of Twenty-One Thousand Two Hundred Ninety-One Dollars and
67/100s ($21,291.67), for an annual amount of Two Hundred Fifty-Five and Five
Hundred Dollars ($255,500.00). Payment shall be made on the third (3rd) Friday of each
month, or if the third (3rd) Friday falls on a holiday, the following Monday, for the
previous month’s Services.
5.2
Fair Market Value. The compensation paid under this Agreement has been
determined by the parties to be fair market value and commercially reasonable for the
Services provided hereunder.
VI.
TERM/MODIFICATIONS/TERMINATION
6.1
Term of Agreement. This Agreement shall become effective on April 21, 2016
and subject to Section 7.5, shall remain in effect through April 20, 2019 (the
“Initial Term”). At the end of the Initial Term, Hospital has the option to extend
this Agreement for up to two additional one-year periods (each a “Successive
Term”) (together the Initial Term and any Successive Term(s) shall be referred to
as the “Term”).
6.2.
Modifications. Within three (3) calendar days, Provider shall notify Hospital in
writing of:
a.
Any change of address of Provider;
b.
Any action against the license of the Provider;
c.
Any breach of a representation or warranty as required under Section 2.3;
or
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d.
6.3
Any other occurrence known to Provider that could materially impair the
ability of Provider to carry out its duties and obligations under this
Agreement.
Termination For Cause.
a.
b.
c.
This Agreement shall immediately terminate upon the occurrence of any
one of the following events:
1.
The exclusion of Provider from participation in any federal health
care program;
2.
The termination of Services by any required Member Physician(s)
as set forth in Section 1.4, unless a substitute Member Physician
was agreed to in writing by Hospital prior to such termination.
This Agreement may be terminated by Hospital with written notice, upon
the occurrence of any one of the following events which has not been
remedied within ten (10) days (or such earlier time period required under
this Agreement) after written notice of said breach:
1.
Professional misconduct by any of Provider’s Member Physicians
as determined by the Bylaws, Rules and Regulations of the
Medical and Dental Staff and the appeal processes thereunder; or
2.
Conduct by any of Provider’s Member Physicians, which
demonstrates an inability to work with others in the institution and
such behavior presents a real and substantial danger to the quality
of patient care provided at the facility as determined by Hospital or
Medical Staff; or
3.
Disputes among the Member Physicians, partners, owners,
principals, or of Provider's group or professional corporation that,
in the reasonable discretion of Hospital, are determined to disrupt
the provision of good patient care; or
4.
Breach of any material term or condition of this Agreement;
provided the same is not subject to earlier termination elsewhere
under this Agreement.
This Agreement may be terminated by Provider at any time with thirty
(30) days written notice, upon the occurrence of any one of the following
events which has not been remedied within said thirty (30) days written
notice of said breach:
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6.4
VII.
1.
The exclusion of Hospital from participation in a federal health
care program; or
2.
The loss or suspension of Hospital’s licensure or any other
certification or permit necessary for Hospital to provide services to
patients; or
3.
The failure of Hospital to maintain full accreditation by The Joint
Commission; or
4.
Failure of Hospital to compensate Provider in a timely manner as
set forth in Section IV, above; or
5.
Breach of any material term or condition of this Agreement.
Termination Without Cause. Either party may terminate this Agreement, without
cause, upon three hundred sixty-five (365) days written notice to the other party.
If Hospital terminates this Agreement, Provider waives any cause of action or
claim for damages arising out of or related to the termination.
MISCELLANEOUS
7.1
Access to Records. Upon written request of the Secretary of Health and Human
Services or the Comptroller General or any of their duly authorized
representatives, Provider shall, for a period of four (4) years after the furnishing
of any service pursuant to this Agreement, make available to them those contracts,
books, documents, and records necessary to verify the nature and extent of the
costs of providing its services. If Provider carries out any of the duties of this
Agreement through a subcontract with a value or cost equal to or greater than
$10,000 or for a period equal to or greater than twelve (12) months, such
subcontract shall include this same requirement. This section is included pursuant
to and is governed by the requirements of the Social Security Act, 42 U.S.C. '
1395x (v) (1) (I), and the regulations promulgated thereunder.
7.2
Amendments. No modifications or amendments to this Agreement shall be valid
or enforceable unless mutually agreed to in writing by the parties.
7.3
Assignment/Binding on Successors. No assignment of rights, duties or
obligations of this Agreement shall be made by either party without the express
written approval of a duly authorized representative of the other party. Subject to
the restrictions against transfer or assignment as herein contained, the provisions
of this Agreement shall inure to the benefit of and shall be binding upon the
assigns or successors-in-interest of each of the parties hereto and all persons
claiming by, through or under them.
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7.4
Authority to Execute. The individuals signing this Agreement on behalf of the
parties have been duly authorized and empowered to execute this Agreement and
by their signatures shall bind the parties to perform all the obligations set forth in
this Agreement.
7.5
Budget Act and Fiscal Fund Out. In accordance with the Nevada Revised Statutes
(NRS 354.626), the financial obligations under this Agreement between the
parties shall not exceed those monies appropriated and approved by Hospital for
the then current fiscal year under the Local Government Budget Act. This
Agreement shall terminate and Hospital's obligations under it shall be
extinguished at the end of any of Hospital's fiscal years in which Hospital’s
governing body fails to appropriate monies for the ensuing fiscal year sufficient
for the payment of all amounts which could then become due under this
Agreement. Hospital agrees that this section shall not be utilized as a subterfuge
or in a discriminatory fashion as it relates to this Agreement. In the event this
section is invoked, this Agreement will expire on the 30th day of June of the
current fiscal year. Termination under this section shall not relieve Hospital of its
obligations incurred through the 30th day of June of the fiscal year for which
monies were appropriated.
7.6
Captions/Gender/Number. The articles, captions, and headings herein are for
convenience and reference only and should not be used in interpreting any
provision of this Agreement. Whenever the context herein requires, the gender of
all words shall include the masculine, feminine and neuter and the number of all
words shall include the singular and plural.
7.7
Confidential Records. All medical records, histories, charts and other information
regarding patients, all Hospital statistical, financial, confidential, and/or
personnel records and any data or data bases derived therefrom shall be the
property of Hospital regardless of the manner, media or system in which such
information is retained. All such information received, stored or viewed by
Provider shall be kept in the strictest confidence by Provider and its employees
and contractors.
7.8
Corporate Compliance. Provider recognizes that it is essential to the core values
of Hospital that its contractors conduct themselves in compliance with all ethical
and legal requirements. Therefore, in performing its services under this contract,
Provider agrees at all times to comply with all applicable federal, state and local
laws and regulations in effect during the term hereof and further agrees to use its
good faith efforts to comply with the relevant compliance policies of Hospital,
including its corporate compliance program and Code of Ethics, the relevant
portions of which are available to Provider upon request.
7.9
Entire Agreement. This document constitutes the entire agreement between the
parties, whether written or oral, and as of the effective date hereof, supersedes all
other agreements between the parties which provide for the same services as
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contained in this Agreement. Excepting modifications or amendments as allowed
by the terms of this Agreement, no other agreement, statement, or promise not
contained in this Agreement shall be valid or binding.
7.10
7.11
False Claims Act.
a.
The state and federal False Claims Act statutes prohibit knowingly or
recklessly submitting false claims to the Government, or causing others to
submit false claims. Under the False Claims Act, a provider may face
civil prosecution for knowingly presenting reimbursement claims: (1) for
services or items that the provider knows were not actually provided as
claimed; (2) that are based on the use of an improper billing code which
the provider knows will result in greater reimbursement than the proper
code; (3) that the provider knows are false; (4) for services represented as
being performed by a licensed professional when the services were
actually performed by a non-licensed person; (5) for items or services
furnished by individuals who have been excluded from participation in
federally-funded programs; or (6) for procedures which the provider
knows were not medically necessary. Violation of the civil False Claims
Act may result in fines of up to $11,000 for each false claim, treble
damages, and possible exclusion from federally-funded health programs.
Accordingly, all employees, volunteers, medical staff members, vendors,
and agency personnel are prohibited from knowingly submitting to any
federally or state funded program a claim for payment or approval that
includes fraudulent information, is based on fraudulent documentation or
otherwise violates the provisions described in this paragraph.
b.
Hospital is committed to complying with all applicable laws, including but
not limited to Federal and State False Claims statutes. As part of this
commitment, Hospital has established and will maintain a Corporate
Compliance Program, has a Corporate Compliance Officer, and operates
an anonymous 24-hour, seven-day-a-week compliance Hotline. A Notice
Regarding False Claims and Statements is attached to this Agreement as
Attachment 2. Provider is expected to immediately report to Hospital’s
Corporate Compliance Officer directly at (702) 383-6211, through the
Hotline (888) 691-0772, or the website at http://umcsn.alertline.com, or in
writing, any actions by a medical staff member, Hospital vendor, or
Hospital employee which Provider believes, in good faith, violates an
ethical, professional or legal standard. Hospital shall treat such
information confidentially to the extent allowed by applicable law, and
will only share such information on a bona fide need to know basis.
Hospital is prohibited by law from retaliating in any way against any
individual who, in good faith, reports a perceived problem.
Federal, State, Local Laws. Provider will comply with all federal, state and local
laws and/or regulations relative to its activities in Clark County, Nevada.
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7.12
Financial Obligation. Provider shall incur no financial obligation on behalf of
Hospital without prior written approval of Hospital or the Board of Hospital
Trustees or its designee.
7.13
Force Majeure. Neither party shall be liable for any delays or failures in
performance due to circumstances beyond its control.
7.14
Governing Law. This Agreement shall be construed and enforced in accordance
with the laws of the State of Nevada.
7.15
Indemnification. Provider shall indemnify and hold harmless, Hospital, its
officers and employees from any and all claims, demands, actions or causes of
action, of any kind or nature, arising out of the negligent or intentional acts or
omissions of Provider, its employees, representatives, successors or assigns.
Provider shall resist and defend at its own expense any actions or proceedings
brought by reason of such claim, action or cause of action.
7.16
Interpretation. Each party hereto acknowledges that there was ample opportunity
to review and comment on this Agreement. This Agreement shall be read and
interpreted according to its plain meaning and any ambiguity shall not be
construed against either party. It is expressly agreed by the parties that the
judicial rule of construction that a document should be more strictly construed
against the draftsperson thereof shall not apply to any provision of this
Agreement.
7.17
Non-Discrimination. Provider shall not discriminate against any person on the
basis of age, color, disability, sex, handicapping condition (including AIDS or
AIDS related conditions), disability, national origin, race, religion, sexual
orientation, gender identity or expression, or any other class protected by law or
regulation.
7.18
Notices. All notices required under this Agreement shall be in writing and shall
either be served personally or sent by certified mail, return receipt requested. All
mailed notices shall be deemed received three (3) days after mailing. Notices
shall be mailed to the following addresses or such other address as either party
may specify in writing to the other party:
To Hospital:
Attn: Chief Executive Officer
1800 West Charleston Boulevard
Las Vegas, Nevada 89102
To Provider:
Women’s Cancer Center of Nevada
Attn: John A. Ellerton, M.D.
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3131 La Canada St., Suite 241
Las Vegas, Nevada 89169
7.19
Publicity. Neither Hospital nor Provider shall cause to be published or
disseminated any advertising materials, either printed or electronically transmitted
which identify the other party or its facilities with respect to this Agreement
without the prior written consent of the other party.
7.20
Performance. Time is of the essence in this Agreement.
7.21
Severability. In the event any provision of this Agreement is rendered invalid or
unenforceable, said provision(s) hereof will be immediately void and may be
renegotiated for the sole purpose of rectifying the error. The remainder of the
provisions of this Agreement not in question shall remain in full force and effect.
7.22
Third Party Interest/Liability. This Agreement is entered into for the exclusive
benefit of the undersigned parties and is not intended to create any rights, powers
or interests in any third party. Hospital and/or Provider, including any of their
respective officers, directors, employees or agents, shall not be liable to third
parties by any act or omission of the other party.
7.23
Waiver. A party’s failure to insist upon strict performance of any covenant or
condition of this Agreement, or to exercise any option or right herein contained,
shall not act as a waiver or relinquishment of said covenant, condition or right nor
as a waiver or relinquishment of any future right to enforce such covenant,
condition or right.
7.24
Other Agreements. Provider and Hospital are parties under certain other
agreements set forth below, if any:
Agreement for Physician Professional Services for gynecologic oncology services
dated July 1, 2013.
[SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the
day and year first above written.
Provider:
Women’s Cancer Center of Nevada
Hospital:
of Southern Nevada
By:________________________________
Name:____________________
Title: ______________________________
By:________________________________
Name: Mason VanHouweling
Chief Executive Officer
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EXHIBIT A
Services
Provider, by and through its Member Physician(s), shall provide all Services:
On-Call Services:
a.
Provider shall deliver to the Department and the Hospital 24 hours per day, 7 days
per week On-Call Services on such days and times assigned under the schedule provided
and maintained by the Medical Staff.
b.
Response times for On-Call Services shall be in accordance with Hospital Policy
# MS1-111, On Call Physician Policy.
Clinical Services:
a. Provider shall provide Clinical Services for inpatient hematology and oncology
patients.
b. All hematology and oncology in-patients shall be assessed by the on-call physician
within 24 hours of admission. Rounding on inpatients to occur a minimum of 18
hours per week (telephonic coverage at all other times).
c. Diagnose, treat and manage all Unassigned Patients requiring hematology and
oncology care services, including but not limited to, consultative coverage of
Unassigned Patients on other medical or surgical services.
Service Location: All services are to be performed at Hospital’s main campus location at:
1800 W. Charleston Blvd
Las Vegas, NV 89102
Member Physicians:
John A. Ellerton, M.D.
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EXHIBIT B
STANDARDS OF PERFORMANCE
The Provider shall comply with the standards of performance, attached hereto as Exhibit
B and incorporate by reference.
a.
Provider promises to adhere to Hospital's established standards and
policies for providing exceptional patient care. In addition, Provider shall
operate and conduct him/herself in accordance with the standards and
recommendations of The Joint Commission, all applicable national patient
safety goals, and the Bylaws, Rules and Regulations of the Medical and
Dental Staff, as may then be in effect.
b.
Hospital expressly agrees that the professional services of Provider may be
performed by such physicians as Provider may associate with, so long as
Provider has obtained the prior written approval of Hospital. So long as
Provider is performing the services required hereby, Provider shall be free
to perform private practice at other offices and hospitals. If Provider is
employed under the J-1 Visa waiver program, Provider will so advise
Hospital, and Provider shall be in strict compliance, at all times during the
performance of this Agreement, with all federal laws and regulations
governing said program and any applicable state guidelines.
c.
Provider shall maintain professional demeanor and not violate Medical
Staff Physician's Code of Conduct.
d.
Provider shall be in compliance with all surgical standards, pre-operative,
intra-operative, and post-operative as defined by The Joint Commission.
e.
Provider shall be in one-hundred percent (100%) compliance with active
participation with time-out (universal protocol).
f.
Provider shall assist Hospital with improvement of patient
satisfaction and performance ratings.
g.
Provider shall perform appropriate clinical documentation.
h.
Provider shall provide medical services to all Hospital patients
without regard to the patient's insurance status or ability to pay in a way
that complies with all state and federal law, including but not limited to
the Emergency Medical Treatment and Active Labor Act ("EMTALA").
i.
Provider shall comply with the rules, regulations, policies and directives of
Hospital, provided that the same (including, without limitation any and all
changes, modifications or amendments thereto) are made available to
Provider by Hospital. Specifically, Provider and all Allied Health
Providers shall comply with all policies and directives related to Just
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Culture, Ethical Standards, Corporate Compliance/Confidentiality, Dress
Code, and any and all applicable policies and/or procedures.
j.
Provider shall comply with Hospital’s Affirmative Action/Equal
Employment Opportunity Agreement.
k.
The parties recognize that as a result of Hospital's patient mix, Hospital
has been required to contract with various groups of physicians to provide
on call coverage for numerous medical specialties. In order to ensure
patient coverage and continuity of patient care, in the event Provider
requires the services of a medical specialist, Provider shall use its best
efforts to contact Hospital's contracted provider of such medical specialist
services. However, nothing in this Agreement shall be construed to require
the referral by Provider, and in no event is the Provider required to make a
referral under any of the following circumstances: (a) the referral relates to
services that are not provided by Provider within the scope of this
Agreement; (b) the patient expresses a preference for a different provider,
practitioner, or supplier; (c) the patient's insurer or other third party payor
determines the provider, practitioner, or supplier of the applicable service;
or (d) the referral is not in the patient's best medical interests in the
Provider's judgment. The parties agree that this provision concerning
referrals by the Provider complies with the rule for conditioning
compensation on referrals to a particular provider under 42 C.F.R.
411.354( d)( 4) of the federal physician self-referral law, 42 U.S.C. §
1395nn (the "Stark Law").
l.
The disposition of patients for whom medical services have been
provided, following such treatment, shall be in the sole discretion of the
Provider performing such treatment. Provider may refer such patients for
further treatment as is deemed necessary and in the best interests of such
patients. Provider shall facilitate discharges in an appropriate and timely
manner. Provider will provide the patient's Primary Care Physician with a
discharge summary and such other information necessary to facilitate
appropriate post-discharge care. However, nothing in this Agreement shall
be construed to require a referral by Provider.
m.
Provider agrees to participate in the Physician Quality Reporting Initiative
("PQRI") established by the Centers for Medicare and Medicaid Services
("CMS") to the extent quality measures contained therein are applicable to
the medical services provided by Provider pursuant to this Agreement.
n.
Provider shall meet quarterly with Hospital Administration to discuss and
verify inpatient admission data collections.
o.
Provider shall work in the development and maintenance of key clinical
protocols to standardize patient care.
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p.
Provider shall maintain at a minimum ninety-five percent (95%)
compliance with all applicable core value based measures.
q.
Provider shall maintain a minimum of the fiftieth (50th) percentile for all
scores of the HCAHPS surveys applicable to Provider.
r.
Provider shall ensure that all medical record charts will be completed and
signed as follows: 1) orders related to patient status and admission must
be completed and signed in accordance with the timeframes set forth in the
UMC Medical and Dental Staff Bylaws, 2) all other records must be
completed and signed within thirty (30) days of treatment, for patients to
whom services were provided. The 30 days is inclusive of all signatures
including any residents and the attending physician.
s.
Provider shall maintain a score within ten percent ( 10%) of University
Health System Consortium (UHC) compare (currently 6.24%) for its thirty
(30) day readmission score for related admissions.
t.
Provider shall provide a quarterly report to include at a minimum the
following: (i)inpatient admissions, (ii) observation admissions, (iii)
encounters, (iv) encounters per day, (v) average staffed hours per day, (vi)
frequently used procedure codes, (vii) work RVUs per encounter, (viii)
payor mix, (ix) average length of stay- unadjusted for inpatient and
observation. Additional statistics may be reasonably requested by Hospital
Administration with notice.
u.
Provider shall be in 100% compliance with Drug Wastage Policy.
Provider shall be in 100% compliance with patient specific Pyxis
guidelines (charge capture), to include retrieval of medication/anesthesia
agents.
v.
Provider shall collaborate with Hospital leadership to minimize and
address staff and patient complaints. Provider shall participate with
Hospital's Administration in staff evaluations and joint operating
committees.
w.
Provider shall participate in clinical staff meetings and conferences and
represent the Services on Hospital’s Committees, initiatives, and at
Hospital Department meetings as the appropriate.
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Attachment 1
ADMINISTRATIVE POLICY AND PROCEDURE MANUAL
SUBJECT: Contracted Non Employees / Allied Health Non
Credentialed / Dependent Allied Health / Temporary Staff /
Third Party Equipment
EFFECTIVE: 9/96
ADMINISTRATIVE APPROVAL:
REVISED: 6/11; 1/08; 4/07;
10/01; 6/99
POLICY #: I-66
AFFECTS: Organization wide
PURPOSE:
To assure that contractual agreements for the provision of services are consistent with the level of care defined by
Hospital policy; and, to ensure the priority utilization of contracted services, staffing and equipment.
POLICY:
1.
All entities providing UMC with personnel for temporary staffing and Allied Health Providers must have a
written contract that contains the terms and conditions required by this policy. Dependent Allied providers
working with credentialed physicians without a contract must also abide by the policy.
2.
All Credentialed Physicians, Physician Assistants, Nurse Practitioners and other credentialed Allied Health
personnel will abide by the policies and procedures as set by the Medical Staff Bylaws.
3.
All equipment provided and used by outside entities must meet the safety requirements required by this
policy.
4.
Contract(s) will be developed collaboratively by the department(s) directly impacted, the service agency
and the hospital Contracts Management Department.
5.
Contract(s) directly related to patient care must be reviewed and evaluated by the Medical Executive
Committee to ensure clinical competency.
6.
Contract(s) must be approved by the Chief Executive Officer or applicable board prior to the
commencement of services.
TEMPORARY STAFFING:
Contractual Requirements
Contractor must meet and adhere to all qualifications and standards established by Hospital policies and procedures;
The Joint Commission; and, all applicable regulatory and/or credentialing entities specific to services included in
contract.
In the event a contractor contracts with an individual who is certified under the aegis of the Medical and Dental Staff
Bylaws or Allied Health, the contract must provide contracted individuals applicable education, training, and
licensure be appropriate for the assigned responsibilities. The contracted individual must fulfill orientation
requirements consistent with other non-employee staff members.
Records concerning the contracted individual shall be maintained by Hospital’s Department of Human Resources
(HR) and the clinical department directly impacted by the services provided. HR will provide Employee Health and
Employee Education information with an on-going list of these individuals and the department in which they work.
Laboratory Services
1
Page 123 of 162
All reference and contracted laboratory services must meet the applicable federal regulations for clinical laboratories
and maintain evidence of the same.
Healthcare Providers
In the event a service agency employs or contracts with an individual who is subject to the Medical and Dental Staff
Bylaws, or the Allied Health Providers Manual, the contract must provide individual’s applicable education,
training, and licensure appropriate for his or her assigned responsibilities. The assigned individual must have an
appropriate National Provider Identifier (NPI).
Clinical Care Services
Contractor may employ such Allied Health providers as it determines necessary to perform its obligations under the
contract. For each such Allied Health provider, contractor shall be responsible for furnishing Hospital with evidence
of the following:
1.
Written job description that indicates:
a.
Required education and training consistent with applicable legal and regulatory requirements and
Hospital policy.
b.
Required licensure, certification, or registration as applicable.
c.
Required knowledge and/or experience appropriate to perform the defined scope of practice,
services, and responsibilities.
2.
Completed pre-employment drug screen and background check consistent with UMC’s contracted
background check protocal. Testing should include HHS Office of Inspector General (OIG), Excluded
party list system (EPLS), sanction checks and criminal background. If a felony conviction exists, UMC’s
HR department will review and approve or deny the Allied Health Practitioner’s access to UMC Campus.
UMC will be given authorization to verify results online by contractor.
3.
Physical examination or certification from a licensed physician stating good health.
4.
6.
Current (within the last 12 months) negative TB skin test or blood test, or for past positive individual’s a
sign and symptom review and Chest X-ray if any documented positive signs and symptoms.
For individuals exposed to Blood and body fluids; Hepatitis B series, a titer showing immunity or a signed
declination statement if vaccine refused. UMC will provide form for declination as needed.
A history of chicken pox, a titer showing immunity, or proof of 2 varivax vaccinations.
7.
Measles, mumps and rubella titers showing immunity, or proof of 2 MMR vaccines
8.
Current Influenza and Tdap vaccine. Influenza vaccine required between October1st and March 31st. Any
staff with a medical reason for refusing a vaccination must sign declination.
9.
Ensure these records are maintained and kept current at the agency and be made available upon request.
Contractor will provide authorization to University Medical Center to audit these files upon
request.\Measles/Mumps/Rubella Immunizations or adequate titers. Chicken Pox status must be established
by either a history of chicken pox, a serology showing positive antibodies or proof of varivax and other
required testing. Ensure these records are maintained and kept current at the agency and be made available
upon request. Contractor will provide UMC authorization to audit these files upon request.
5.
10. The contractor will complete a competency assessment of the individual (1) upon hire, (2) at the time initial
service is provided, (3) when there is a change in either job performance or job requirements, and (4) on an
annual basis.
a.
Competency assessments of allied health providers must clearly establish that the individual meets
all qualifications and standards established by Hospital policies and procedures, The Joint
Commission, and all other applicable regulatory and/or credentialing entities with specific
application to the service provided.
b.
Competency assessments of allied health providers must clearly address the ages of the patients
served by the individual and the degree of success the individual achieves in producing the results
expected from clinical interventions.
2
Page 124 of 162
c.
Competency assessments must include an objective, measurable system, and be used periodically
to evaluate job performance, current competencies, and skills.
d.
Competency assessments must be performed annually, allow for Hospital input and be submitted
to Hospital’s Department of HR.
e.
The competency assessment will include a competency checklist for each allied health provider
position, which at a minimum addresses the individual’s:
i.
Knowledge and ability required to perform the written job description;
ii.
Ability to effectively and safely use equipment;
iii.
Knowledge of infection control procedures;
iv.
Knowledge of patient age-specific needs;
v.
Knowledge of safety procedures; and
vi.
Knowledge of emergency procedures.
11. Contractor has conducted an orientation process to familiarize allied health providers with their jobs and
with their work environment before beginning patient care or other activities at UMC inclusive of safety
and infection control. The orientation process must also assess each individual’s ability to fulfill the
specific job responsibilities set forth in the written job description.
12. Contractor periodically reviews the individual’s abilities to carry out job responsibilities, especially when
introducing new procedures, techniques, technology, and/or equipment.
13. Contractor has developed and furnishes ongoing in-service and other education and training programs
appropriate to patient age groups served by Hospital and defined within the scope of services.
14. Contractor submits to Hospital for annual review:
a.
The level of competence of the contractor’s allied health providers that meets UMC standards; and
b.
The patterns and trends relating to the contractor’s use of allied health providers.
15. Contractor ensures that each allied health provider has acquired an identification badge from Hospital’s
Department of Human Resources before commencing services at Hospital’s facilities; and, ensures badge is
returned to HR upon termination of service.
16. Contract requires the contractor, upon Hospital’s request, to discontinue the employment at Hospital’s
facilities of an allied health provider whose performance is unsatisfactory, whose personal characteristics
prevent desirable relationships with Hospital staff, whose conduct may have a detrimental effect on
patients, or who fails to adhere to Hospital’s existing policies and procedures. The supervising department
will complete an exit review form and submit to HR for individual’s personnel file.
Non Clinical Short Term Temporary Personnel
Non clinical short term personnel on site for construction, remodeling or new project implementation purposes will
abide by Hospital’s I-179 Vendor Roles and Responsibilities and/or Engineering Department processes. This
process is applicable to anyone that is on property ninety (90) days or less.
EQUIPMENT:
In the event Hospital contracts for equipment services, documentation of a current, accurate and separate inventory
equipment list must be provided to HR to be included in Hospital’s medical equipment management program.
1.
All equipment brought into UMC is required to meet the following criteria:
a.
Electrical safety check which meets the requirements of Hospital’s Clinical Engineering
Department.
b.
Established schedule for ongoing monitoring and evaluation of equipment submitted to Hospital’s
Clinical Engineering Department.
3
Page 125 of 162
c.
Monitoring and evaluation will include:
i.
Preventive maintenance;
ii.
Identification and recordation of equipment management problems;
iii. Identification and recordation of equipment failures; and
iv. Identification and recordation of user errors and abuse.
d.
2.
3.
Results of monitoring and evaluation shall be recorded as performed and submitted to Hospital’s
Department of Clinical Engineering.
Documentation on each contractor providing medical equipment to assure users of equipment are able to
demonstrate or describe:
a.
Capabilities, limitations, and special applications of the equipment;
b.
Operating and safety procedures for equipment use;
c.
Emergency procedures in the event of equipment failure; and
d.
Processes for reporting equipment management problems, failures and user errors.
Documentation on each contractor providing medical equipment to assure technicians maintaining and/or
repairing the equipment can demonstrate or describe:
a.
Knowledge and skills necessary to perform maintenance responsibilities; and
b.
Processes for reporting equipment management problems, failures and user errors.
MONITORING:
The contractor will provide reports of performance improvement activities at defined intervals.
A contractor providing direct patient care will collaborate, as applicable, with Hospital’s Performance Improvement
Department regarding Improvement Organization Performance (IOP) activities.
Process for Allied Health Provider working at UMC Hospital Campus
1.
2.
All Allied Health and Dependent Allied Health Provider personnel from outside contractors monitored by
HR (non-credentialed/licensed) working at UMC will have the following documentation on file in
Department of Human Resources:
a.
Copy of contract
b.
Copy of Contractor’s liability insurance (general and professional)
c.
Job description
d.
Resume
e.
Copy of current Driver’s License OR One 2x2 photo taken within 2 years
f.
Specialty certifications, Basic Life Support (BLS), Advanced Cardiac Life Support (ACLS), etc.
g.
Current license verification/primary source verifications
h.
Competency Statement/Skills Checklist (Contractor’s and UMC’s)
i.
Annual Performance Evaluation(s)
j.
UMC Department Specific Orientation
k.
Attestation form/letter from Contractor completed for medical clearances
l.
Completion of Non-Employee specific orientation
The following documents may be maintained at Contractor’s Office:
4
Page 126 of 162
a.
Medical Information to include: History and Physical (H&P), Physical examination or
certification from a licensed physician that a person is in a state of good health, (Clinical
Personnel) Annual Tuberculosis (TB)/health clearance test or Chest X-Ray, Immunizations,
Hepatitis B Series or waiver, Measles/Mumps/Rubella Immunizations or adequate titers, Chicken
Pox questionnaire, Drug tests results and other pertinent health clearance records as required. The
results of these tests can be noted on a one (1) page medical attestation form provided by UMC.
b.
Attestation form must be signed by the employee and contractor. The form can be utilized to
update information as renewals or new tests. The form must be provided to Hospital each time a
new employee is assigned to UMC. Once the above criteria are met, the individual will be
scheduled to attend orientation, receive an identification badge, and IT security access.
c.
Any and all peer references and other clearance verification paperwork must be maintained in the
contractor’s office and be available upon request.
Non-Employee Orientation – Provided by the Employee Education Department
1.
Non-Employee orientation must occur prior to any utilization of contracted personnel.
2.
Orientation may be accomplished by attendance at non-employee orientation; or, by completion of the
“Agency Orientation Manual” if scheduled by the Education Department.
3.
Nurses must complete the RN orientation manual before working if Per Diem and within one week of hire
if a traveler. RN orientation will be scheduled by the appropriate responsible UMC Manager.
4.
Each contracted personnel will have a unit orientation upon presenting to a new area. This must be
documented and sent to Employee Education. Components such as the PYXIS tutorial and competency,
Patient Safety Net (PSN), Information Technology Services (IT), Glucose monitoring as appropriate and
any other elements specific to the position or department.
Contractor Personnel Performance Guidelines
1.
Arrive at assigned duty station at the start of shift. Tardiness will be documented on evaluation.
2.
Complete UMC incident reports and/or medication error reports when appropriate using the PSN. The
Contractual individual is to report to the Director of their employer all incidents and medication errors for
which they are responsible. UMC will not assume this responsibility. UMC agrees to notify Agency when
an employee(s) is known to have been exposed to any communicable diseases.
Agency Personnel Assignment Guidelines
1.
Duties will be assigned by the Physicians, Department Manager, Charge Nurse/Supervisor that matches
their skill level as defined on the competency checklist.
2.
Administer care utilizing the standards of care established and accepted by UMC.
3.
Be responsible to initiate update or give input to the plan of care on their assigned patients as defined in job
description.
4.
Will not obtain blood from the lab unless properly trained by the unit/department to do so. Training must be
documented and sent to Employee Education department.
5.
Administer narcotics as appropriate to position and scope of practice.
5
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Attachment 2
Notice of False Claims and Statements
UMC’s Compliance Program demonstrates its commitment to ethical and legal business practices and ensures service of
the highest level of integrity and concern. UMC’s Compliance Department provides UMC compliance oversight,
education, reporting and resolution. It conducts routine, independent audits of UMC’s business practices and undertakes
regular compliance efforts relating to, among other things, proper billing and coding, detection and correction of coding
and billing errors, and investigation of and remedial action relating to potential noncompliance. It is our expectation that
as a physician, business associate, contractor, vendor, or agent, your business practices are committed to the same ethical
and legal standards.
The purpose of this Notice is to educate you regarding the federal and state false claims statutes and the role of such laws
in preventing and detecting fraud, waste, and abuse in federally funded health care programs. As a Medical Staff
Member, Vendor, Contractor and/or Agent, you and your employees must abide by UMC’s policies insofar as they are
relevant and applicable to your interaction with UMC. Additionally, providers found in violation of any regulations
regarding false claims or fraudulent acts are subject to exclusion, suspension, or termination of their provider status for
participation in Medicaid.
Federal False Claims Act
The Federal False Claims Act (the “Act”) applies to persons or entities that knowingly and willfully submits, cause to be
submitted, conspire to submit a false or fraudulent claim, or use a false record or statement in support of a claim for
payment to a federally-funded program. The Act applies to all claims submitted by a healthcare provider to a federally
funded healthcare program, such as Medicare.
Liability under the Act attaches to any person or organization who “knowingly”:





Present a false/fraudulent claim for payment/approval;
Makes or uses a false record or statement to get a false/fraudulent claim paid or approved by the government;
Conspires to defraud the government by getting a false/fraudulent claim paid/allowed;
Provides less property or equipment than claimed; or
Makes or uses a false record to conceal/decrease an obligation to pay/provide money/property.
“Knowingly” means a person has: 1) actual knowledge the information is false; 2) acts in deliberate ignorance of the
truth or falsity of the information; or 3) acts in reckless disregard of the truth or falsity of the information. No proof of
intent to defraud is required.
A “claim” includes any request/demand (whether or not under a contract), for money/property if the US Government
provides/reimburses any portion of the money/property being requested or demanded.
For knowing violations, civil penalties range from $5,500 to $11,000 in fines, per claim, plus three times the value of the
claim and the costs of any civil action brought. If a provider unknowingly accepts payment in excess of the amount
entitled to, the provider must repay the excess amount.
Criminal penalties are imprisonment for a maximum 5 years; a maximum fine of $25,000; or both.
Nevada State False Claims Act
Nevada has a state version of the False Claims Act that mirrors many of the federal provisions. A person is liable under
state law, if they, with or without specific intent to defraud, “knowingly:”



presents or causes to be presented a false claim for payment or approval;
makes or uses, or causes to be made or used, a false record/statement to obtain payment/approval of a false
claim;
conspires to defraud by obtaining allowance or payment of a false claim;
1
Page 128 of 162




has possession, custody or control of public property or money and knowingly delivers or causes to be delivered
to the State or a political subdivision less money or property than the amount for which he receives a receipt;
is authorized to prepare or deliver a receipt for money/property to be used by the State/political subdivision and
knowingly prepares or delivers a receipt that falsely represents the money/property;
buys or receives as security for an obligation, public property from a person who is not authorized to sell or
pledge the property; or
makes, uses, or causes to be made or used, a false record or statement to conceal, avoid, or decrease an
obligation to pay or transmit money or property to the state/political subdivision.
Under state law, a person may also be liable if they are a beneficiary of an inadvertent submission of a false claim to the
state, subsequently discovers that the claim is false, and fails to disclose the false claim to the state within a reasonable
time after discovery of the false claim.
Civil penalties range from $5,000 to $10,000 for each act, plus three times the amount of damages sustained by the
State/political subdivision and the costs of a civil action brought to recover those damages.
Criminal penalties where the value of the false claim(s) is less than $250, are 6 months to1 year imprisonment in the
county jail; a maximum fine of $1,000 to $2,000; or both. If the value of the false claim(s) is greater that $250, the
penalty is imprisonment in the state prison from 1 to 4 years and a maximum fine of$5,000.
Non-Retaliation/Whistleblower Protections
Both the federal and state false claims statutes protect employees from retaliation or discrimination in the terms and
conditions of their employment based on lawful acts done in furtherance of an action under the Act. UMC policy strictly
prohibits retaliation, in any form, against any person making a report, complaint, inquiry, or participating in an
investigation in good faith.
An employer is prohibited from discharging, demoting, suspending, harassing, threatening, or otherwise discriminating
against an employee for reporting on a false claim or statement or for providing testimony or evidence in a civil action
pertaining to a false claim or statement. Any employer found in violation of these protections will be liable to the
employee for all relief necessary to correct the wrong, including, if needed,:
 reinstatement with the same seniority; or
 damages in lieu of reinstatement, if appropriate; and
 two times the lost compensation, plus interest; and
 any special damage sustained; and
 punitive damages, if appropriate.
Reporting Concerns Regarding Fraud, Abuse and False Claims
Anyone who suspects a violation of federal or state false claims provisions is required notify UMC via a hospital
Administrator, department Director, department Manager, or Rani Gill, the Corporate Compliance Officer, directly at
(702) 383-6211. Suspected violations may also be reported anonymously via the Hotline at (888) 691-0772 or
http://umcsn.silentwhistle.com. The Hotline is available 24 hours a day, seven days a week. Compliance concerns may
also be submitted via email to the Compliance Officer at Rani.Gill@umcsn.com.
Upon notification, the Compliance Officer will initiate a false claims investigation. A false claims investigation is an
inquiry conducted for the purpose of determining whether a person is, or has been, engaged in any violation of a false
claim law.
Retaliation for reporting, in good faith, actual or potential violations or problems, or for cooperating in an investigation is
expressly prohibited by UMC policy.
2
Page 129 of 162
Page 130 of 162
Final FY2017 Budget
Page 131 of 162
FY2017 Final Budget Assumptions




Projection for FY16 primarily based on the first 7
months of the fiscal year
Volume trends for FY17 will continue as seen in the
first 7 months of the current fiscal year
Federal Supplemental programs (DSH/UPL/MCO
rate enhancement) to remain flat in total
Investments to be made in employees, facilities,
marketing and new initiatives
Page 132 of 162
2
FY2017 Budget Summary
Proposed
Final FY17
Inc. over
Budget
Proposed
Final FY17
Inc. over
Projected
Budget
FY16
Projected
FY16
Proposed
Final
FY17
Net Revenue
$525.4M
$606.9M
$625.5M
19.1%
3.1%
Total Operating
Expenses
$578.5M
$577.0M
$620.9M
7.3%
7.6%
Net Operating
Income
$(53.1)M
$29.9M
$4.6M
Page 133 of 162
3
Reduction in Operating Margin

Leveling the rate of net revenue growth



Surgery to see marginal gains
Inpatient volumes level off
Investment in employees and facility

S&B increases $17.8M




Includes estimates for Merits, COLA, Market adjustments, increases in Physician bonuses
Facility & equipment (non-capital) $1.5M
Master Plan $0.8M
Current projects and initiatives






EPIC $3.4M
Nursing restructure and support plan (budget neutral in FY17)
UNSOM residencies/ortho program $1.4M
ELPH (ED low-acuity patient hold) unit $1M
New clinics $0.5M net loss
Marketing $1.0M
Page 134 of 162
4
Backup Slides
Page 135 of 162
Expenses
Proposed
Final FY17
Inc. over
Budget
Proposed
Final FY17
Inc. over
Projected
Budget
FY16
Projected
FY16
Proposed
Final
FY17
Salaries & Benefits
$331.3M
$335.5M
$353.3M
6.6%
5.3%
Professional Fees
$36.5M
$35.1M
$38.0M
4.1%
8.3%
Supplies
$85.6M
$84.1M
$90.5M
5.7%
7.6%
Purchased Svcs
$79.3M
$76.4M
$84.5M
6.6%
10.6%
Depreciation
$22.1M
$21.3M
$22.4M
1.4%
5.2%
Other/Utilities/
Rental
$23.6M
$24.7M
$32.2M
36.4%
30.3%
Page 136 of 162
6
Expenses

Salaries and Benefits
o
o
o
o
o
o
o
o
Professional Fees
o
o
COLA
Merit Increases
Increases in Longevity (based on years of service)
Estimated increase due to planned implementation of revised Physician bonus
plan
Market Adjustments
Staff Augmentation for EPIC project
New Clinics
Ortho Clinic
Supplies
o
o
o
Increase in Patient Days and Adjusted Patient Days
Pharmaceutical and other Medical Supply Cost inflation
Increases in Minor Equipment
Page 137 of 162
Expenses

Purchased Services
o
o
o
o
o
o
o
Depreciation
o
o
Facility Master Plan
Increase in Marketing Budget
Consulting for contingency appeals (offset by revenue)
Increases in Repairs and Maintenance
Increase in UNSOM budget
Staff augmentation for EPIC project
Aging facilities offset by increases in capital spending
Other/Utilities/Rental
o
o
o
o
Increases in Travel/Training for staff
Increases in Travel for EPIC project
Increase in rent due to Delta Point free rent period in FY16
Increases in rent due to new equipment leases and est. new clinic leases
Page 138 of 162
(1)
(2)
(3)
PROPRIETARY FUND
(4)
BUDGET YEAR ENDING 06/30/2017
ESTIMATED
ACTUAL PRIOR
CURRENT
YEAR ENDING
YEAR ENDING
TENTATIVE
FINAL
06/30/2015
06/30/2016
REQUESTED
APPROVED
OPERATING REVENUE
Intergovernmental Revenues
Grants
3,439,271
1,710,857
1,947,576
1,947,576
302,035,518
377,788,368
369,433,503
392,838,012
61,913,954
Charges for Services
Total Patient Revenue
MCO Enhanced Rate - Prior Year
43,199,591
MCO Enhanced Rate - Current Year
29,895,354
59,961,216
59,961,216
Upper Payment Limit (UPL)
73,538,622
76,430,607
86,436,867
76,430,607
9,170,447
14,552,106
20,034,330
14,552,106
68,564,085
68,400,000
68,198,979
68,198,979
7,969,158
8,068,283
9,289,394
9,639,395
537,812,047
606,911,437
615,301,865
625,520,629
Indigent Accident Fund (IAF) Supplemental
Disproportionate Share (DSH)
Other
Total Operating Revenue
OPERATING EXPENSE
Hospital
Salaries & Wages
222,202,832
232,412,901
237,291,320
240,707,571
Employee Benefits
94,096,386
103,057,050
113,245,423
112,620,255
Services & Supplies
83,632,670
84,105,970
92,438,511
90,519,469
Professional Fees
36,075,378
35,064,922
35,104,330
37,973,330
Purchased Services
72,576,994
76,370,641
83,088,435
84,545,359
Other
15,190,593
17,348,009
18,936,379
23,357,915
Rent
7,135,768
7,351,947
8,516,161
8,815,861
20,496,677
21,328,364
22,383,834
22,383,834
Total Operating Expense
551,407,299
577,039,804
611,004,393
620,923,594
Operating Income or (Loss)
(13,595,252)
29,871,633
4,297,472
4,597,035
860,898
850,356
1,006,667
1,006,667
1,995
0
0
1,000,000
1,000,000
1,000,000
1,000,000
Other
1,109,432
1,607,870
1,206,262
1,206,262
Total Nonoperating Revenues
2,972,325
3,458,226
3,212,929
3,212,929
Depreciation/Amortization
NONOPERATING REVENUES
Interest Earnings
Gain on Disposal of Property and Equipment
Gaming Tax License Receipts
Contributions from Clark County - Subsidy
Contrib. from County - Subsidy (Capital)
Contrib. from County - Overhead Writeoff
NONOPERATING EXPENSES
Interest Expense
2,038,951
1,418,454
1,207,708
1,207,708
GASB 45 Benefit Adjustment
20,727,063
23,946,353
23,936,082
23,936,082
Total Nonoperating Expenses
22,766,014
25,364,807
25,143,790
25,143,790
(33,388,941)
7,965,052
(17,633,389)
(17,333,826)
In From Fund 1010 (General Fund)
60,997,878
31,000,000
31,000,000
31,000,000
In From Fund 4370 (County Capital Projects)
21,817,085
11,388,946
0
82,814,963
42,388,946
31,000,000
31,000,000
49,426,022
50,353,998
13,366,611
13,666,174
Net Income (Loss) before
Operating Transfers
Operating Transfers (Schedule T)
Out
Net Operating Transfers
NET INCOME (LOSS)
Clark County
(Local Government)
SCHEDULE F-1 REVENUES, EXPENSES AND NET INCOME
Fund 5420-5440
Page 151
Form 19
11/20/2014
Page 139 of 162
(1)
(2)
(3)
PROPRIETARY FUND
(4)
BUDGET YEAR ENDING 06/30/2017
ESTIMATED
ACTUAL PRIOR
CURRENT
YEAR ENDING
YEAR ENDING
TENTATIVE
FINAL
06/30/2015
06/30/2016
REQUESTED
APPROVED
A. CASH FLOWS FROM OPERATING
ACTIVITIES:
Cash received from customers
572,993,101
597,132,297
604,064,895
613,933,658
Cash paid to employees & benefits
(317,975,440)
(335,469,951)
(350,536,743)
(353,327,826)
Cash paid for services & supplies
(270,494,082)
(220,241,489)
Other operating receipts
(238,083,816)
(245,211,934)
11,616,207
9,779,140
11,236,970
11,586,971
(3,860,214)
51,199,997
26,681,306
26,980,869
a. Net cash provided by (or used for)
operating activities
B. CASH FLOWS FROM NONCAPITAL
FINANCING ACTIVITIES:
Transfers from other funds
0
0
0
0
Contrib: County - Subsidy
60,997,878
31,000,000
31,000,000
31,000,000
Contrib. from County (Capital)
21,817,085
11,388,946
0
0
1,000,000
1,000,000
1,000,000
83,814,963
43,388,946
32,000,000
32,000,000
(19,247,943)
(26,011,296)
(110,000,000)
(70,000,000)
Contrib. from County - Overhead Writeoff
0
Contrib. from County (Gaming)
1,000,000
Donations
0
b. Net cash provided by (or used for)
noncapital financing
activities
C. CASH FLOWS FROM CAPITAL
AND RELATED FINANCING
ACTIVITIES:
Acquisition, construction or
improvement of capital assets
Gain on Disposal of Property and Equipment
Other
1,995
1,109,432
1,607,870
1,206,262
Advance on refunding
29,374,000
0
0
1,206,262
0
Repayments on long-term debt, related party
(9,246,928)
0
0
0
Principal paid on long-term debt
(35,205,000)
(7,117,000)
(7,197,000)
(7,197,000)
Interest paid on long-term debt
(2,835,011)
(1,418,454)
(1,207,708)
(1,207,708)
(36,049,455)
(32,938,880)
(117,198,446)
(77,198,446)
c. Net cash provided by (or used for)
capital and related
financing activities
D. CASH FLOWS FROM INVESTING
ACTIVITIES:
Interest earnings
860,898
850,356
1,006,667
1,006,667
860,898
850,356
1,006,667
1,006,667
44,766,192
62,500,419
(57,510,473)
(17,210,910)
38,999,837
83,766,029
146,266,448
146,266,448
83,766,029
146,266,448
88,755,975
129,055,538
d. Net cash provided by (or used in)
investing activities
NET INCREASE (DECREASE) in cash
and cash equivalents (a+b+c+d)
CASH AND CASH EQUIVALENTS AT
JULY 1, 20xx
CASH AND CASH EQUIVALENTS AT
JUNE 30, 20xx
Clark County
(Local Government)
SCHEDULE F-2 STATEMENT OF CASH FLOWS
Fund 5420-5440
Page 152
Form 20
11/20/2014
Page 140 of 162
ALL EXISTING OR PROPOSED
GENERAL OBLIGATION BONDS, REVENUE BONDS,
MEDIUM-TERM FINANCING, CAPITAL LEASES AND
SPECIAL ASSESSMENT BONDS
(1)
NAME OF BOND OR LOAN
List and Subtotal By Fund
(2)
*
* - Type
1 - General Obligation Bonds
2 - G.O. Revenue Supported Bonds
3 - G.O. Special Assessment Bonds
4 - Revenue Bonds
5 - Medium-Term Financing
(3)
(4)
TERM
ORIGINAL
AMOUNT OF
ISSUE
(5)
(6)
(7)
(8)
FINAL
PAYMENT
DATE
INTEREST
RATE
BEGINNING
OUTSTANDING
BALANCE
7/1/2016
ISSUE
DATE
3.00/
3.50
FUND
$
Hospital Medium-Term Seri
5
8 yrs
6,950,000
03/10/09
11/01/17
Hospital Refunding - Series
2
10 yrs
26,065,000
09/03/13
09/01/23
Hospital Refunding - Series
2
5 yrs
29,374,000
12/01/14
03/01/20
TOTAL ALL DEBT SERVICE
62,389,000
6 - Medium-Term Financing - Lease Purchase
7 - Capital Leases
8 - Special Assessment Bonds
9 - Mortgages
10 - Other (Specify Type)
11 - Proposed (Specify Type)
(9)
(10)
REQUIREMENTS FOR FISCAL
YEAR ENDING 06/30/17
(9)+(10)
INTEREST
PAYABLE
TOTAL
PRINCIPAL
PAYABLE
$
3.10
0.62/
2.00
(11)
$
$
2,535,000
66,850
1,250,000
1,316,850
25,760,000
796,080
160,000
23,627,000
344,777
5,787,000
956,080
0
6,131,777
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$51,922,000.00
$1,207,707.20
$7,197,000.00
$8,404,707.20
SCHEDULE C-1 - INDEBTEDNESS
Budget Fiscal Year 2016-2017
(Local Government)
Page: ______
Schedule C-1
FORM 4404LGF
Last Revised 01/13/2016
Page 141 of 162
Page 142 of 162
FEBRUARY FY2016
FINANCIALS
Page 143 of 162
FY2016 Executive Narrative




Eighth consecutive month with positive net operating
income.
Continued volume and payor mix improvements
have helped contribute to the favorable variance
over the budget.
Hospital occupancy remains at about 90% of
capacity for eight consecutive months.
ED volumes exceeding prior years volumes.
Page 144 of 162
2
FY2016 February Financial Summary
Comparison to FY2016 Budget
Monthly
Total
Favorable
(Unfavorable)
FYTD 2016
Favorable
(Unfavorable)
Net Revenue
$51.7M
$9.7M
$402.5M
$57.8M
Total Operating
Expenses
$47.5M
($2.1M)
$378.0M
$6.0M
Net Operating
Income
$4.2M
$7.6M
$24.5M
$63.8M
For the month ended February 29, 2016
Page 145 of 162
3
FY2016 Executive Narrative
(Balance Sheet Highlights)


Net Patient AR improved over prior fiscal year due to a
reduction in AR Days. (Net Patient AR: February $75.5M, Prior Year $123.8M)
Due to aging facilities and equipment, Net PP&E
continues to decrease and outpaces current capital
expenditures. (Working Capital: February $79.2M, Prior Month $74.2M) (Net PP&E:
February $167.5M, Prior Month $168.7M)

Net Position improved due to January results, but still
remains negative due to the recent implementation of
GASB 68 and recording of net pension liability. (Net Position:
February ($309M), Prior Month ($312M)) (GASB 68 pension liability from FY2015 $375M)

Future major capital expenditures: required replacement
EHR system
Page 146 of 162
4
Net Patient Revenue
($ in 000’s)
60,000
55,000
50,000
45,000
40,000
35,000
30,000
25,000
20,000
15,000
10,000
JUL
AUG
SEP
OCT
NOV
2016 Budget
DEC
JAN
2016 FYTD (Thru Feb)
FEB
MAR
APR
MAY
JUN
2015
Net Patient Revenue:
•Exceeded budget by $9.9M
•Inpatient routine exceeded budget
•Inpatient ancillary exceeded budget
•Outpatient revenue under budget
Page 147 of 162
5
UMC Payor Mix
(as a % of Gross Revenue)
100%
90%
80%
14%
14%
14%
5%
5%
5%
7%
6%
7%
16%
5%
5%
15%
6%
13%
13%
14%
13%
12%
12%
11%
11%
6%
5%
5%
5%
4%
5%
6%
6%
6%
4%
5%
5%
5%
6%
5%
23%
25%
25%
25%
25%
27%
32%
33%
31%
32%
32%
30%
20%
19%
22%
21%
20%
22%
Sept
Oct
Nov
Dec
Jan
Feb'16
Pending
Gov't
Self-Pay
7%
6%
70%
21%
60%
24%
23%
23%
24%
23%
29%
28%
23%
21%
21%
21%
23%
April
May
June
July
Aug
26%
50%
40%
31%
27%
28%
31%
32%
30%
20%
10%
22%
20%
Feb'15
Mar
0%
Managed Care
Medicaid
Medicare
Page 148 of 162
6
Total Operating Costs
($ in 000’s)
50,000
49,000
48,000
47,000
46,000
45,000
44,000
43,000
42,000
41,000
40,000
JUL
AUG
SEP
OCT
NOV
2016 Budget
DEC
JAN
FEB
MAR
APR
MAY
JUN
2015
Operating Costs:
•Over budget by $2.0M
•Increase in salaries, wages and benefits
•Increase in supplies
Page 149 of 162
7
Key Operational Expenses
Supplies
Salaries & Benefits
($ in 000’s)
($ in 000’s)
30,000
8,500
29,000
8,000
7,500
28,000
7,000
27,000
6,500
26,000
6,000
25,000
5,500
5,000
24,000
JUL AUG SEP OCT NOV DEC JAN FEB MAR APR MAY JUN
2016 Budget
Salaries & Benefits:
•Over budget $1.5M
•Overtime at 5.7%
•Productivity at 101.0%
2015
2016 Budget
2015
Supplies:
•Over budget $1.5M
•Overall volume increase in several departments including:
•Surgery
•Radiology
•Pharmacy
Page 150 of 162
8
Key Operational Expenses
Purchased Services
Professional Fees
($ in 000’s)
($ in 000’s)
8,000
3,200
7,500
3,100
7,000
3,000
6,500
6,000
2,900
5,500
2,800
5,000
2,700
4,500
4,000
2,600
2016 Budget
Purchased Services:
•Under budget $0.5M
2015
2016 Budget
2015
Professional Fees:
•Under budget $0.1M
•Net contract changes
Page 151 of 162
9
Average Daily Census
420
Total Occupancy 415
400
380
360
340
320
300
2016
2015
2014
JUL
334
339
360
AUG
328
335
370
SEP
332
338
331
OCT
328
318
322
NOV
355
333
334
DEC
360
339
340
JAN
374
354
332
FEB
379
344
332
MAR
APR
MAY
JUN
349
357
327
354
324
353
331
346
Does not include observations
Page 152 of 162
10
Average Daily Census w/Observations
500
Total Occupancy 441 as of
2/1/2016
394
400
364
20
344
300
45
370
364
43
40
327
324
349
373
381
42
47
331
334
372
376
44
44
328
332
385
355
30
27
355
376
16
360
392
399
18
374
20
379
328
200
100
FEB-15 MAR-15 APR-15 MAY-15 JUN-15 JUL-16 AUG-16 SEP-16 OCT-16 NOV-16 DEC-16 JAN-16 FEB-16
Page 153 of 162
11
Admissions
2,400
2,300
2,200
2,100
2,000
1,900
1,800
1,700
1,600
1,500
2016
2015
2014
JUL
1,642
1,867
1,990
AUG
1,629
1,761
2,126
SEP
1,585
1,725
1,880
OCT
1,618
1,690
1,908
NOV
1,614
1,568
1,779
DEC
1,684
1,665
1,977
JAN
1,666
1,827
1,992
FEB
1,679
1,581
1,853
MAR
APR
MAY
JUN
1,767
1,822
1,654
1,907
1,605
1,944
1,639
1,820
Page 154 of 162
Pediatric Admissions
280
260
240
220
200
180
160
140
2016
2015
2014
JUL
184
179
155
AUG
175
165
190
SEP
196
191
205
OCT
180
193
229
NOV
170
158
215
DEC
212
173
219
JAN
211
191
234
FEB
247
221
237
MAR
APR
MAY
JUN
229
238
198
199
179
214
182
179
Page 155 of 162
Adjusted Patient Days
20,000
19,000
18,000
17,000
16,000
15,000
14,000
13,000
2016
2015
2014
JUL
16,117
16,117
16,881
AUG
15,629
16,122
17,676
SEP
15,702
15,949
15,043
OCT
15,804
15,763
15,820
NOV
15,559
15,200
15,675
DEC
16,726
15,716
16,075
JAN
17,219
16,607
15,784
FEB
16,051
14,412
13,787
MAR
APR
MAY
JUN
16,223
16,343
15,470
16,790
15,705
16,690
15,207
15,490
Page 156 of 162
14
ED Volume
12,000
11,500
11,000
10,500
10,000
9,500
9,000
8,500
8,000
2016
2015
2014
JUL
9,456
9,536
10,299
AUG
9,488
9,239
10,491
SEP
9,617
9,719
9,628
OCT
9,818
9,493
9,845
NOV
9,232
9,039
9,762
DEC
9,872
9,547
10,344
JAN
10,135
10,609
10,815
FEB
10,010
9,250
10,118
MAR
APR
MAY
JUN
10,487
11,110
9,958
10,799
10,051
10,402
9,689
9,402
15
Page 157 of 162
15
Outpatient Visits
(Includes Quick & Primary Care Centers)
30,000
28,000
26,000
24,000
22,000
20,000
18,000
16,000
2016
2015
2014
JUL
21,281
19,302
17,468
AUG
20,609
19,405
17,697
SEP
22,290
20,900
19,077
OCT
22,051
21,535
19,637
NOV
20,945
19,767
19,997
DEC
23,864
21,718
21,409
JAN
23,322
25,531
23,310
FEB
25,615
23,539
21,127
MAR
APR
MAY
JUN
23,807
23,259
21,886
21,937
22,641
21,369
22,490
20,142
Excludes Ed & Closed Clinics
Page 158 of 162
16
Outpatient Surgery
750
700
650
600
550
500
450
400
350
300
250
2016
2015
2014
JUL
640
594
704
AUG
592
631
707
SEP
636
557
606
OCT
661
715
652
NOV
540
523
572
DEC
587
608
584
JAN
580
531
541
FEB
548
529
505
MAR
APR
MAY
JUN
666
567
625
556
617
580
628
415
Includes 191 robotic
surgeries for FYTD 2016
Page 159 of 162
17
Surgical Stats
Endo
Robotics
600
40
500
35
Projected ROI Capacity
30
400
25
300
20
200
15
100
10
0
JUL
2016 313
2015 300
2014 545
AUG
275
346
515
SEP
192
268
434
OCT
273
349
402
NOV
192
237
351
DEC
146
304
315
JAN
150
273
342
FEB MAR APR MAY JUN
197
270 278 347 312 374
319 329 387 323 289
5
2016
JUL
AUG
SEP
OCT
NOV
DEC
JAN
FEB
31
25
17
16
22
37
20
23
10
20
24
4,815
4,202
3,229
3,261
6,929
4,004
4,528
1,844
2,779
4,581
2015
Minutes FY2016 4,751
Minutes FY2015
MAR
APR
MAY
JUN
30
23
22
23
4,972
5,116
3,681
3,306
Page 160 of 162
18
Page 161 of 162
Page 162 of 162

Audit and Finance Committee

Transcription

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