SEVENTH AMENDMENT TO PHYSICIAN SERVICES AGREEMENT BETWEEN THE COUNTY
OF SANTA CTARA AND GAIEN INPATIENT PHYSIC¡ANS, INC.
The Agreement to provide inpatient hospitalist services, effective June 1, 2012 by and
between Galen lnpatient Physicians, lnc. ("Contractor") and the County of Santa Clara
("County'') dba Santa Clara Valley Medical Center, located at 751 S. Bascom Ave, San
Jose, California, is hereby amended as set forth below effective January L,2076, (Seventh
Amendment).
Background
The purpose of this Seventh Amendment is to increase the maximum compensation,
revise the scope of services, and add additional standard provisions.
The Agreement is amended as follows:
1. Sectlon 8: COMPENSATION is deleted in its entirety and replaced with the following:
ln consideration of the Contracted Services provided to County by Physicians, the
County shall pay Contractor for all undisputed charges in accordance with the
compensation schedule described in Exhibit C-3. The maximum compensat¡on paid
to Contractor pursuant to this Agreement shall not exceed $4,3t6,872.00 annually
inclusive of expenses as described below. The County will not pay any cost or
charge that is not delineated in this Agreement,
Contractor has the sole and exclusive responsibility for payment of compensation
to all Physicians perforrning services under thís Agreement. The County shall not
pay and shall have no responsibility to pay salary, Social Security, Worker's
Compensation, or other employee benefit of any kind to Physicians.
2, The Scope of Services as of January 1,20L6 shall be: Exhibit A-3: Scope of Services,
attached hereto and incorporated herein by this reference.
3.
The Compensation as of January 1, 2016 shall be: Exhibit C-3: Compensation,
attached hereto and incorporated herein by this reference.
4.
Add Exhibit l: Additional Standard Provisions is attached hereto and incorporated
herein by this reference.
forth herein, all other terms and conditions of the Agreernent as amended
by this Seventh Amendment shall remain in full force and effect. ln the event of a
conflict between the original Agreement and this Seventh Amendment, the terms of this
Except as set
Seventh Amendment shall control.
The Agreement as amended by this Seventh Amendment constitutes the entire
Seventh Amendment to the Physician Services Agreement between the County of Santa Clara and
6alen lnpatient Physicians, lnc,
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agreement of the parties concerning its subject matter and supersedes all prior oral and
written agreements, and representations and understandings between the parties
concerning such subject matter.
This Seventh Amendment may be executed by the parties in any number of separate
counter parts, each of which shall be deemed an original and all of which, taken
together shall be deemed to constitute one and the same instrument.
INTENDING TO BE BOUND HEREBY, the parties have caused their authorized
representatives to execute this Seventh Amendment as set forth below:
GALEN INPATIENT PI{YSICIANS, INC.
COUNTY
Dave Cortese, Presldent
Date
Board of Supervisors
rY, MD
Theo
President
Date
By
ATTEST
G
Megan Doyle
Clerk of the Board of Supervisors
Rene G. Santiago, Deputy
Santa Clara Valley Health &
lt40-lsExecutive
System
H
?
Paul E. Lore
Santa Clara Valley Medical
APPROVED AS TO FORM AND TEGALITY
Lead Deputy County Counsel
Officer
nter
Approved By
Cookinham, Chief Financlal Officer
Clara !alley Health & HospitalSystem
tr[a.f ao,r
Seventh Amendment to the Physician Services Agreement between the County of Santa Clara and
Galen lnpatlent Physlclans, lnc.
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EXHIBIT A.3
SCOPE OF SERVICES
Galen lnpatient Physicians, lnc.
Service Requirements/Provision
L. Contrâctor shall provide a dedicated team of hospital-based physicians to deliver
medical care in the areas of (listed by priority):
Acute Admissions lJnit when the Medlcol Doy Time Team or N¡ght Float Team
reaches moximum capacity for the unit
Contractor wlll be flexlble and meet the needs of the hospital by providing
additional services as requested by SCVMC.
Clinical Decision Area, currently Medical Short Stoy Unìt (MSSU) and overflow in the
event the Medicine teom reaches moximum capacity for the unit
Contractor will work with Hospitalist Team to accommodate overflow
experienced by Medicine team.
Observation dnd follow up to 48 hours (i,e. 7-2 days Stoy)
Contractor will continue to follow, work up, and have appropriate
disposition up to 48 hours. Contractor will work closely with County to
determine whether they meet lnterQual criteria for acute inpatient
a.
i.
b.
i.
c.
d.
2.
i.
admission.
Medicine Observotion Unit
Contractor will provide a dedicated hospitalist on a 24 hour by 7-day basis
to manage SCVMC's observation unit.
i.
Contractor shall provide a minimum of 48 hours of Physician coverage on site at SCVMC
on a 24 hour by 7-day basis. Sample daily shift schedule can ínclude:
o
7am-7pm observation Physician (12 hours)
o 7am-7pm inpatlent Physlclan (12 hours)
o 10am-10pm swing shift (12 hours)
o 7pm-7am night shift (12 hours)
a.
Contractor shall also provide a'dditional physician coverage sixteen (16) hours
seven (7) times per week, as needed. Contractor and SCVMC will cooperate to
adapt the schedule to meet the changing needs of the hospital.
b.
Contractor shall also provide additional physician coverage eisht (8) hours two
(2) times per week, as needed. Contractor and SCVMC will cooperate to adapt
the schedule to meet the changing needs of the hospital.
3. The Contractor's Physicians are to be physlcally avallable in the Emergency Department
(ED) for evaluation of specific patients. Contractor will be available to evaluate specific
patients at the request of the ED Physlcian if there are any questions whether the patlent
is appropriate for observation or acute inpatient status, or be safely discharged from the
ED.
Seventh Amendment to the Physician Services Agreement between the County of Santa Clara and
Galen lnpatlent Physlclans, lnc.
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4. Contractor's
Physicians shall also províde in-patient medicine contracted services
assigned by the Chair of the Department of Medicine ("Chair") to County patients and
shall complete all documentation required by the County, including without limitation
medlcal record documentation, charts, transcriptions, reports, and charge/billing tickets
process required by the County, as scheduled by the Chair throughout the term of this
Agreement as follows:
A, Definitions:
L, Observatíon Encou nter:
An outpatient encounter occurs when a Contractor's Physician is assigned a
patient by the Emergency Department MD, Clinic Attending MD, County Lead
Hospitalist, or the Medical Administrator On Call ("MAOC") for outpatient
services.
2, lnpatient Encaunter:
An inpatient encounter occurs when a Contractor's Physician is assigned a
patient, by the Emergency Department ("ED") MD, County Lead Hospitalist,
designee, or County MAOC, for whom the Contractor Physician will provide
in-patient services until the patient is discharged. Medícal Short-Stay Unit
("MSSU") pat¡ents may be observation or in-patients.
B. Contractor Responsibllltles:
1. Contractor's Physlcians wlll consult on patients in the ED to assess if the
patient is appropriate for MSSU, observation, acute admissión, floor
inpatient admission or discharge and will work with the ED physiclan,
Preauthorization Utilization Review Coordinator ("PURC"), and if necessary
County Lead Hospitalist to make this decision. lf a patient is observed and a
decision is made to discharge the patient, the contractor's physicians will
assist the ED in discharging the pat¡ent including arranging for outpatient
follow-up or disposition.
2. The Contractor's Physicians are responsible for arranging outpatient follow
up and disposition of patients admitted in the MSSU. Labs that are pending
at discharge should be followed by the MSSU physician until hand off can
occur to an outpatient provider.
3. The Contractor's Physicians shall communicate with the patient's outpatient
Primary Care Provider via email or verbally upon discharge informing them of
what tests have been scheduled and what labs need to be followed.
C.
Clinlcal Declslon Area currently MSSU:
1. Assume prlmary responsibllity for admission to the Cllnical decision Unlt ,
currently MSSU, on-going evaluatlon, and discharge of all patlents assigned
to Contractor's Physicians in the MSSU on a24 hour by 7-day basis.
Transitional Care Neurosurgery Unit ('TCNU") overflow patients cared for by
the County Department of Medicine who are transferred to the MSSU will
Seventh Amendment to the Physician Services Agreement between the County of Santa Clara and
Gâlen lnpatient Physicians, lnc.
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remain under the care of the County Department of Medicine. Contractor
duties to manage observation unit shall include:
o Ongoing evaluation and calling the appropriate consultant when
needed
o Family conference
r Works on patient disposition with case rnanagers, social workers,
and bedside nurses
2. The Contractor's Physicians will be responsible for assuming the care of
MSSU patients including Medicare observation patients and acute patients
Sunday
3.
-
Saturday 8am
-
8am next day.
For patients admitted by Contracted Physicians whose conditions deteriorate
or expected length of stay is greater than 3 days, Contractor's Physicians will
determine whether the patients should be admitted to County Department
of Medicine. Each such admitted patient will not be considered an in-patient
encounter.
4. Patients admitted to
MSSU by County Department of Medicine or
Contractor's Physicians whose conditions deteriorate and meet críteria for
admlsslon and are transferred to a County admitting tearn will not be
considered ln-patient encounters.
D.
lnpatients;
1. At the request of the County Lead Hospitalist or On-Call Department of
Medicine, the Contractor's Physicians will help with the admission of
additional County in-patients if the County Medicine Service reaches its
maximum limit of patients per day. Contractor will proactively call bed
control and ED physicians several times a day to assess the Medicine Teams'
capacity and provide support when needed,
2. lnpatients assigned to the Contractor's
Physicians will remain on the
Contractor's Physicians' service until patients' discharge, transfer or
termination of this Agreement.
3. The Contiactor's Physicians and County understand that the Acute Admits
after the Medical Service reaches it maximum limit of patients per day is the
priority responsibility of the Contractor's Physicians and that the Contractor's
Physicians will be responsible and accept additional inpatient admissions.
4. The Contractor's Physicians forthe lnpatient night shiftdoes not have an
admission cap. Contractor will provide dedícated in'house night hospitalísts
who are responsive to the ED and admit patients as appropriate,
5,
For patlents under the Contractor's Physicians'care, the Contractor's
Physicians will:
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a.
Complete entire History & Physical lnformation ("HPl") forms
with medication reconciliation and appropriate follow-up notes
b.
c.
as required including any discharges
Complete set of orders, including diet, fluids, and other
appropriate orders.
Sign-out patients as appropriate to Contract Physician assuming
care.
d.
6.
Contractor's Physicians shall perform the following Procedures for
Clinical Decision Area, MSSU, and ln-Patients:
a.
b,
c,
7.
Complete charges in EPIC at the end of each shift including
appropriate level of service and 1- 4 diagnoses and procedures
Perform paracentesis, central venous catheter insertion, lumbar
puncture, and thoracentesis as indicated.
lf after two attempts without success, Contractor's Physicians
wlll seek another Physiclan or Speciallst.
Contractor's Physicians are not expected to perform
intubations. They must call in-house Anesthesia or Code Blue.
Contractor's Physicians shall perform the following additional
responsibilities:
a
The Contractor's Physicians shall participate in the Department
of Medicine Ql program and report to the Chairman of the
Department of Medicine for Ql issues related to patient care.
Contractor will participate in the hospital's QA meeting once a
month and will have internal QA meetings to share cases,
review learning points, and provide ongoing clinical education.
b,
lssues related to the job performance of the Contractor's
Physicians will be directed to the Contractor's Medical Director
who will then communicate with County Hospitalist, Section
Chief. County will have final approval of selection of
Contractor's Physicians providing services, County has the
optlon to exclude Contractor's Physlcians, if measures are not
met.
c.
The Contractor's Physicians may be requested to participate in
County's graduate medical education teaching and training
activíties for residents and medical students who are rotating at
County's in-patient and outpatient departments. lf requested,
the Contractor or Contractor's Physicians will assist the resident
physicians on an emergency basís until the Attending of record
is available, Contractor, at request of the lnternal Medicine
Program Director, will provide an orientation to new residents
Seventh Amendment to the Physician Services Agreement between the County of Santa Clara and
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at the beginning of the rotation year to inform residents of the
hospitalist duties and expectations.
d.
Upon three months of initial execution of Agreement, provide a
proposal that includes recommendations on how Contractor
can help SCVMC achieve mandated cost reductions in
Emergency Department.
e.
Provide dedicated onsite coordinator to provide administrative
support to Contractor's Physicians and other administrative
tasks as requested.
f,
Within initial year of Agreement, work with County to improve
quality and utilization tergets including, but not limited to:
¡
o
¡
.
r
¡
r
o
o
o
Length of stey (actual DRG LOS compared to ELOS)
Readmission rates (all cause)
Denials due to lack of medical necessity
Compliance with CMS core measures
Medicare conversions (acute to observation)
Patient satisfaction with MD services in cohorted units
RN satisfaction (collegiality and collaboration) in cohorted
units
Appropriate utilization of cardiac nuclear medicine studies,
ECHOs and MRls
Creation of clinical pathways using best practices or
evidence based medicine approaches
Participation with the Hospital Utilization Management
Committee to provide assessments on utilization targets
For subsequent years, develop rneasurable outcomes to be
evaluated every year.
Seventh Amendment to the Physician Services Agreement between the County of Santa Clara and
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Exhlblt C-3
COMPENSATION
Galen lnpatlent Physicians, lnc.
Contractor shall be compensated for contracted services as defined in Exhibit A-3 and for
services actually provided at the following rates:
a
Contractor wlll be paíd at a rate of 5160.75 per Hospltallst hour for all hours worked,
This rate ls lncluslve of on-slte coordlnator. "Hospltallst Hour" means an hour worked by
a Physician.
Seventh Amendment to the Physician Services Agreement between the County of Santa Clara and
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Exhibit
I
Additional Standard Provisions
37.
WAGE THETT PREVENTION
(1)
Compliance with Wage and Hour Laws: Contractor, and any subcontractor it employs
to complete work under this Agreement, must comply wlth all applicable federal, state,
and local wage and hour laws. Applicable laws may include, but are not limited to, the
Federal Fair Labor Standards Act, the California Labor Code, and any local Minimum
Wage Ordinance or Living Wage Ordinance,
(2)
Final Judsments, Decisions, and Orders: For purposes of this Section, a "finaljudgment,
decision, or order" refers to one for which all appeals have been exhausted. Relevant
investigatory government agencies include: the federal Department of Labor, the
California Division of Labor Standards Enforcement, a local enforcement agency, or any
other government entity tasked with the investigation and enforcement of wage and
hour laws.
(3)
Prior Judsments aeainst Contractor and/or its Subcontractors: 8Y SIGNING THIS
AGREEMENT, CONTRACTOR AFFIRMSTHAT IT HAS DISCLOSED ANY FINAL JUDGMENTS,
DECISIONS, OR ORDERS FROM A COURT OR INVESTIGATORY GOVERNMENT AGENCY
FINDING_IN THE FIVE YEARS PRIOR TO EXECUTING THIS AGREEMENT_THAT
CoNTRACTOR OR tTs SUBCONTRACTOR(S) HAS VIOLATED ANY APPLICABLE WAGE AND
HOUR LAWS.
CONTRACTOR FURTHER AFFIRMS THAT IT OR ITS SUBCONTRACTOR(S) HAS SATISFIED
AND COMPLIED WITH_OR HAS REACHED AGREEMENT WITH THE COUNW REGARDING
THE MANNER IN WHICH IT WILL SATISFY_ANY SUCH JUDGMENTS, DECISIONS, OR
ORDERS.
(4) Judements Durine Term of Contract:
lf at any time duríng the term of this Agreement, a
court or investigatory government agency issues a final judgment, decision, or order
finding that Contractor or any subcontractor it employs to perform work under this
Agreement has víolated any applicable wage and hour law, or Contractor learns of such
a judgment, decision, or order that was not previously disclosed, Contractor must
inform the Office of the County Executive-Office of Countywide Contracting
Management (OCCM), no more than 15 days after the judgment, decision, or order
becomes final or of learning of the final judgment, decision, or order. Contractor and its
subcontractors shall promptly satisfy and comply with any such judgment, decision, or
order, and shall provide the Office of the County Executive-OCCM with documentary
evidence of compliance with the final judgment, decision, or order within 5 days of
satisfying the finaljudgment, decision, or order. The County reserves the right to
require contractor to enter into an agreement with the county regarding the manner
in whlch any such finalJudgment, declslon, or order will be satisfied.
(5)
Countv's Rieht to Withhold Pavment: Where Contractor or any subcontractor it
employs to perform work under this Agreement has been found in violation of any
applicable wage and hour law by a final judgment, decision, or order of a court or
Seventh Amendment to the Physician Services Atreement between the County of Santa Clara and
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government agency, the County reserves the right to withhold payment to Contractor
until such judgment, decísion, or order has been satisfied in full.
(6) Material Breach;
Failure to comply with any part of this Section constitutes a material
breach of this Agreement. Such breach may serve as a basis for termination of this
Agreement and/or any other remedies available under this Agreement and/or law.
(7)
38.
Notice to Countv Related to Waee Theft Prevention: Notice provided to the Office of
the County Executive as required under this Section shall be addressed to: Office of the
County Executive-OCCM; 70 West Hedding Street; East Wing, 1lth Floor; San José, CA
95110. The Notice provisions ofthis Section are seperete from any other notice
provisions in this Agreement and, accordingly, only notice provided to the above
address satisfies the notíce requirements in this Section.
PAYMENT TERM
The partles agree that the payment term shall be the term selected below and payment
shall be due in accordance with the selected payment term, For example, lf Contractor
selects 2.25% t0 Net 45 as the payment term, payment shall be due 10 days from the date
the County approves the invoice, instead of45 days, and the County shall take a discount
of 2.25% of the total amount of the invoice, Payment is deemed to have been made on the
date the County mails the warrant or initiates the electronic fund transfer.
tr
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tr
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2.25%
t0 Net 45 (provides 35 days of cash acceleration)
2.OO%
ß Net 45 (provides 30 days of cash acceleration)
L,75% 20 Net 45 (provides 25 days of cash acceleration)
t,33% 25 Net 45 (provides 20 days of cash acceleration)
1,00% 30 Net 45 (provides 15 days ofcash acceleration)
Net 45 (full payment)
Note: Payment term will default to "Net 45 (full payment)", if no other term was selected.
Notwithstandlng the optlon selected above, the partles agree that at any tfme durlng the
contract term, either party may initiate an early payment dlscount on an invoice-byinvoice basis utilizing the Dynamic Discounting functionality of the Ariba Network.
Contractor must have a registered account on the Ariba Network to utilize this
functionality.
39.
LIVING WAGE (lf Applicable)
Unless otherwise exempted or prohibited by law or County policy, where applicable,
Contractors that contract with the County to provide Direct Services developed pursuant to
a formal Request for Proposals process, as defined in County of Santa Clara Ordinance Code
Division 836 ("Division 835") and Board Policy section 5.5.5,5 ("Living Wage Policy"), and
their subcontractors, where the contract value is S100,000 or more ("Direct Services
Seventh Amendment to the Physician Services Agreement between the County of Santa Clara and
Galen lnpatient Physicians, lnc.
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Contract"), must comply with Division 836 and the Living Wage Policy and compensate
their employees in accordance with Division 836 and the Living Wage Policy, Compliance
and compensation for purposes of this provision includes, but is not limited to,
components relating to fair compensation, earned sick leave, paid jury duty, fair workweek,
worker retention, fair chance hiring, targeted hiring, local hiring, protection from
retaliation, and labor peece. lf Contractor and/or a subcontractor violates this provision,
the Board of Supervisors or its designee may, et its sole discretion, take responsive actions
including, but not limited to, the following:
(a) Suspend, modify, or terminate the Direct Services Contract.
(b) Require the Contractor and/or Subcontractor to comply with an appropriate
remediation plan developed by the County.
(c) Waive all or part of Division 836 or the Llving Wage Policy.
This provision shall not be construed to limit an employee's rights to bring any legal action
for violation of the employee's rights under Division 836 or any other applicable law.
Further, this provision does not confer any rights upon any person or entity other than the
Board of Supervisors or its designee to bring any action seeking the cancellation or
suspension of a County contract. By entering into this contract, Contractor certifies that it is
currently complying with Division 836 and the Living Wage Policy with respect to applicable
contracts, and warrants that it wíll continue to comply with Division 836 and the Living
Wage Policy with respect to applicable contracts.
Seventh Amendment to the Physician Services Agreement between the County of Santa Clara and
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