AGENDA SECTION 1: OPENING CEREMONIES CALL TO ORDER. 1. Public Comment

Transcription

1 AGENDA University Medical Center of Southern Nevada GOVERNING BOARD AUDIT & FINANCE COMMITTEE March 21, 2018, 3:00 p.m. 800 Hope Place, Las Vegas, Nevada UMC Trauma Building, ProVidence Suite (5 th Floor) Notice is hereby given that a meeting of the UMC Governing Board Audit & Finance Committee has been called and will be held at the time and location indicated above, to consider the following matters: This meeting has been properly noticed and posted in the following locations: University Medical Center CC Government Center Third Street Building Regional Justice Center 1800 W. Charleston Blvd. 500 S. Grand Central Pkwy. 309 S. Third St. 200 Lewis Ave., 1 st Flr. Las Vegas, NV Las Vegas, NV Las Vegas, NV Las Vegas, NV (Principal Office) City of Las Vegas City of Henderson 400 Stewart Ave. 240 Water St. Las Vegas, NV Henderson, NV The main agenda is available on University Medical Center of Southern Nevada s website For copies of agenda items and supporting back-up materials, please contact Terra Lovelin at (702) 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 February 21, (For possible action). 3. Approval of Agenda. (For possible action) 1 Page 2 of 253

2 SECTION 2: BUSINESS ITEMS 4. Receive an Update on the Electronic Health Record (EHR) System; and direct staff accordingly. (For possible action) 5. Receive the monthly financial report for February 2018; and direct staff accordingly. (For possible action) 6. Receive an update report from the Chief Financial Officer; and direct staff accordingly. (For possible action) 7. Review and receive feedback on the tentative FY 2019 Operating Budget as submitted to Clark County and discuss any changes; and direct staff accordingly. (For possible action) 8. Review and recommend for approval by the Board of Hospital Trustees for University Medical Center of Southern Nevada ( UMC ) the Amended and Restated Professional Services Agreement with Robert B. McBeath, M.D. II, P.C., dba Atlantic Anesthesia Consultants and associated Acknowledgment and authorize the Chief Executive Officer to execute any Successive Terms as defined in the Agreement; and take action as deemed appropriate. (For possible action) 9. Review and recommend for approval by the Governing Board the Facility Agreement Form for Intraoperative Neuromonitoring Services and Superseding Amendment One with Biotronic National, LLC; and take action as deemed appropriate. (For possible action) 10. Review and recommend for approval by the Governing Board the Interlocal Preferred Provider Agreement between Clark County and University Medical Center of Southern Nevada; and take action as deemed appropriate. (For possible action) 11. Review and recommend for approval by the Governing Board the Grant Agreement between the State of Nevada Governor s Office of Science, Innovation, and Technology and University Medical Center of Southern Nevada; and take action as deemed appropriate. (For possible action) 12. Review and recommend for approval by the Governing Board the Professional Service Agreement for Ryan White with UNLV Medicine and the Board of Regents of the Nevada System of Higher Education on behalf of the University of Nevada Las Vegas School of Medicine and University Medical Center of Southern Nevada; and take action as deemed appropriate. (For possible action) 13. Review and recommend for approval by the Governing Board the Interlocal Agreement for Family Medicine Resident and Fellow Moonlighting between the Board of Regents of the Nevada System of Higher Education on behalf of University of Nevada, Las Vegas School of Medicine ( UNLVSOM ) and University Medical Center of Southern Nevada; authorize the Chief Executive to execute the renewal terms as described in the Agreement; and take action as deemed appropriate. (For possible action) 14. Review and recommend for approval by the Governing Board the Sales Order between Change Healthcare Technologies, LLC (formerly, RelayHealth) and University Medical Center of Southern Nevada for Revenue Cycle Transactional Activities; authorize the Chief Executive Officer to sign future extensions; and take action as deemed appropriate. (For possible action) 2 Page 3 of 253

3 15. Review and recommend for approval by the Governing Board the Sales, License, and Service Agreement between University Medical Center of Southern Nevada and Globus Medical North America, Inc. for ExcelsiusGPS Imaging and Navigational Equipment; and take action as deemed appropriate. (For possible action) 16. Review and recommend for approval by the Governing Board the Design Construction Services change order with Siemens Medical Solutions USA, Inc. and authorize the CEO to sign future change orders up to a not-to-exceed value of $150,000; and take action as deemed appropriate. (For possible action) SECTION 3: EMERGING ISSUES 17. 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: ). 3 Page 4 of 253

4 University Medical Center of Southern Nevada Governing Board Audit and Finance Committee Meeting February 21, 2018 UMC ProVidence Suite Trauma Building, 5 th Floor 800 Hope Place Las Vegas, Clark County, Nevada Wednesday, February 21, :00 p.m. The University Medical Center Governing Board Audit and Finance Committee met at the location and date above, at the hour of 3:00 p.m. The meeting was called to order at the hour of 3:05 p.m. by Chair Robyn Caspersen and the following members were present, which constituted a quorum. CALL TO ORDER Board Members: Present: Robyn Caspersen - Chair Dr. Donald Mackay Chris Haase (via phone) Harry Hagerty Jeff Ellis Absent: Mary Lynn Palenik Others Present: Mason VanHouweling, Chief Executive Officer Tony Marinello, Chief Operating Officer Jennifer Wakem, Chief Financial Officer Susan Pitz, General Counsel Deb Fox, Chief Nursing Officer Vick Gill, Associate Administrator Danita Cohen, Chief Experience Officer Jacqueline Saites, Director, Contracts Management Terra Lovelin, Board Secretary SECTION 1. OPENING CEREMONIES ITEM NO. 1 PUBLIC COMMENT Committee Chair Caspersen asked if there were any persons present in the audience wishing to be heard on any item on this agenda. Speaker(s): None Page 5 of 253

5 UMC Governing Board Audit & Finance Committee February 21, 2018 Page 2 of 6 ITEM NO. 2 Approval of minutes of the regular meeting of the UMC Governing Board Audit and Finance Committee meeting on January 17, (For possible action) Chair Hagerty abstained from voting as he was not present at the January meeting. FINAL ACTION: A motion was made by Dr. Mackay that the minutes be approved. 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 presented. Motion carried by unanimous vote. SECTION 2. BUSINESS ITEMS ITEM NO. 4 Receive an overview on the 2018 UMC Advertising and Marketing Services from R&R/CRR Holding, LLP d/b/a B&P Advertising. (For possible action) DOCUMENTS SUBMITTED: Marketing Overview DISCUSSION: B & P have been partners with UMC since Rob Colbrook is the Sr. Executive at B&P and handles the day to day activity. He is here with Michael, Media Supervisor and TC, Sr. Associate Director. Goals and Objectives Promote the Overall UMC brand Promote the Latest Surgical & Diagnostic Technology Promote UMC s Quick and Primary Care Highlight the Children s Hospital Integrate with Community Partnerships and Sponsorships Member Hagerty asked for examples the advertising team used to drive the UMC brand and the other objectives listed above. Mr. Colbrook replied that the campaign slogans, including I Survive get the UMC brand out there. Many commercials, mailings and billboards for the Quick and Primary Cares have also been created and advertised. The target audience is families with children, the senior population, 65+ years old and insured adults, 25+ years old. Ms. Cohen added that UMC places ads in David Magazine to promote the robotics and surgical technology. Also, an EMS Liaison has been added to our staff. August has over 20 years experience as an EMT and he has been busy Page 6 of 253

6 UMC Governing Board Audit & Finance Committee February 21, 2018 Page 3 of 6 educating other EMT s as to what UMC offers to patients and why they should bring them here. Chair Caspersen asked about the Quick Care brand and B&P staff provided some examples. Michael added that television is still the greatest venue for advertising. They also do a lot of digital advertising on social media such as Facebook, YouTube, etc. Member Hagerty asked the group how we know if the audiences that attend UMC s sponsored events see our ads and also, what impression has it made on them. Michael replied that they would have to do ground research and it is not cheap. It has been over seven years since a study has been done due to budget restrictions but they believe the time is right going into to do some research. Member Hagerty commented that there is not a standard tag line with our UMC logos when he sees them on display and perhaps we should have it followed by one. Ms. Cohen added that in the print material, such as brochures and handouts, the wording, The highest level of care accompanies all UMC s logos. We couldn t put the tag line on the ads in the hockey arena for example, due to the size of the wording. The tag line was initially on the large ads behind the goals at T-Mobile, but it was not visible. Member Ellis asked what the sponsorships include and staff replied they include places like the Smith Center, Kohl s events, drowning prevention events, sports teams, etc. Member Hagerty asked how you make someone buy into our services. He would like to see what the return is on our marketing investment. FINAL ACTION TAKEN: None taken. ITEM NO. 5 Receive the monthly financial report for January 2018; and direct staff accordingly. (For possible action) DOCUMENTS SUBMITTED: - January 2018 Financials DISCUSSION: Jennifer Wakem provided a summary of the January financials. -The hospital revenue was above budget Page 7 of 253

7 UMC Governing Board Audit & Finance Committee February 21, 2018 Page 4 of 6 -Expenses were $1.2 million over budget -Income from Operations was shy of budget We did have another audit correction to last month and that resulted in a loss of income from earnings of $300,000. -Total Admissions were up 7.5% over prior year -Patient Surgery was up 29.3% over prior year, a record month -Out Patient Surgery was down 8.7% over prior year -Quick Cares were up 1.6% over prior year -Supplies are $1.2 million over budget -Primary Cares were down 9.8% over prior year -ER visits for the month were up 2.3% over prior year Chair Caspersen asked what staff is doing regarding staffing and over time. Deb Fox, CNO reported that the report from Greeley is due back next week and staff will see what recommendations they will make regarding block scheduling. She commented that we need more rooms and better management of the surgery scheduling. Mr. VanHouweling commented that we had 50 admissions from area hospitals. (Member Hasse dropped off the phone call at 4:15pm) The FY19 budget plan was shown and some notable dates are as follows: February 15: Department Directors provide feedback February 28: Directors Review March 5: Administration Review March 9: Provide FY18 annualized and tentative FY19 budget April 26: Final budget to county due This year Ms. Wakem and her budget team will do the budget; unlike last year when departments submitted their own budgets. Chair Caspersen added that at the March Audit and Finance meeting this committee will review the tentative budget. Member Hagerty would like to do a more detailed department review so he can see where big changes are being made across the organization. ITEM NO. 6 Receive an update report from the Chief Financial Officer; and direct staff accordingly. (For possible action) DOCUMENTS SUBMITTED: - None submitted Page 8 of 253

8 UMC Governing Board Audit & Finance Committee February 21, 2018 Page 5 of 6 DISCUSSION: Ms. Wakem had nothing further to update the committee on. ITEM NO. 7 Receive an update on CEO goals for 2018; and direct staff accordingly. (For possible action) DOCUMENTS SUBMITTED: -CEO Performance Objectives Update DISCUSSION: CEO Mason VanHouweling gave an update on the Finance and Operations Performance Objectives that were set for Meet Fiscal Year budget income from operations - Year to date we are negative $511,000 on a budget of $8.8 million. This is due to revenue expenses such as the October 1 event and the delay of Epic and contract labor. 2. Ensure all Fiscal Year budgeted capital expenditures are completed or activated - $31 million for FY18 ($21.2 million spent and committed, $9.9 million remaining with large remodels going on and purchases under way) 3. Meet 75% of total identified initiatives in operations and financial efficiencies for Fiscal year initiatives identified totaling $15 million with a total goal of $11.3 million. Total goal captured through January is $2.1 million. FINAL ACTION TAKEN: None taken ITEM NO. 8 Review and recommend for approval by the Governing Board Amendment Two to Agreement for Medical Coding Support between Pietro S. Ingrande and University Medical Center of Southern Nevada; and take action as deemed appropriate. (For possible action) DOCUMENTS SUBMITTED: - Amendment Two to Agreement for Medical Coding Support DISCUSSION: This amendment is for cost saving as the price was negotiated down by $10/hour. This contract will be utilized on an, as-needed basis for in patient and out patient coding. Ms. Wakem added that this individual does very good quality work. Page 9 of 253

9 UMC Governing Board Audit & Finance Committee February 21, 2018 Page 6 of 6 FINAL ACTION TAKEN: A motion was made by Dr. Mackay to approve and make a recommendation to the Governing Board to approve the agreement. Motion carried by unanimous vote. ITEM NO. 9 Review and recommend for approval by the Governing Board Amendment One to the EMR Systems Access Agreement by and between University Medical Center of Southern Nevada and the Board of Regents of the Nevada System of Higher Education, on behalf of the University of Nevada, Las Vegas School of Medicine. (For possible action) DOCUMENTS SUBMITTED: - Amendment One to EMR System Access Agreement DISCUSSION: General Counsel noted that this should state that it is a ratification. The agenda and back up materials does clarify that it is for ratification, it is just not noted on the agenda. FINAL ACTION TAKEN: A motion was made by Member Hagerty to approve and make a recommendation to the Governing Board to approve the amendment. Motion carried by unanimous vote. SECTION 3: EMERGING ISSUES ITEM NO. 10 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) None COMMENTS BY THE GENERAL PUBLIC: At this time, Chair Caspersen 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 4:55 p.m., Chair Caspersen adjourned the meeting. MINUTES APPROVED: Minutes Prepared by: Terra Lovelin Page 10 of 253

10 Page 11 of 253

11 Page 12 of 253

12 FEBRUARY 2018 FINANCIALS Page 13 of 253 1

13 FY 2018 Income Statement Income Statement Detail 18-Feb Year to Date Actual Budget Variance Actual Budget Variance Patient Revenue Inpatient revenue 181,585, ,433,075 26,152,407 1,460,562,785 1,318,601, ,961,606 Outpatient revenue 71,523,812 80,180,052 (8,656,240) 669,888, ,505,881 (5,617,591) Deductions from revenue (201,586,623) (183,423,705) (18,162,918) (1,700,879,863) (1,570,332,136) (130,547,727) Net patient revenue 51,522,671 52,189,422 (666,751) 429,571, ,774,924 5,796,288 Deductions as a % of Gross 80% 78% 80% 79% Net Other Revenue 697,211 1,338,470 (641,259) 7,393,986 10,707,756 (3,313,770) Net hospital revenue 52,219,882 53,527,891 (1,308,009) 436,965, ,482,681 2,482,517 Operating Expenses Compensation and benefits 30,345,568 30,007, , ,517, ,885,596 14,631,476 Professional fees 3,439,071 3,649,381 (210,310) 28,365,797 29,305,110 (939,313) Supplies 8,454,586 8,072, ,562 66,339,378 63,821,805 2,517,573 Purchased services 5,675,116 5,763,094 (87,978) 46,014,554 46,052,430 (37,876) All other 4,223,990 4,940,059 (716,069) 33,296,481 39,509,733 (6,213,253) Total operating expenses 52,138,331 52,432,235 (293,904) 434,533, ,574,675 9,958,607 Income/(Loss) from Operations 81,551 1,095,656 (1,014,105) 2,431,916 9,908,006 (7,476,090) Page 14 of 253 2

14 Key Indicators/Stats Current Month Actual Budget Variance % APDs 14,342 14,567 (225) (1.5%) Current Month Actual Prior Year Variance % Total Admissions 1,891 1, % ADC % ALOS (Admits) (0.50) (8.4%) Hospital CMI (0.01) (0.6%) Medicare CMI (0.07) (3.5%) IP Surgery Cases % OP Surgery Cases (83) (15.4%) Total ER Visits 9,416 9, % ED to Admission 10.8% ED to Observation 10.5% Quick Cares 15,833 14,010 1, % Primary Care 4,718 5,449 (731) (13.4%) Page 15 of 253 3

15 Trending Key Indicators/Stats FY 2018 July Aug Sept Oct Nov Dec Jan Feb Mar Apr May June APDs 16,214 16,451 16,533 16,039 16,149 16,063 16,387 14,342 Total Admissions 1,748 1,797 1,803 1,838 1,830 2,037 1,960 1,891 ADC ALOS (Adm) Hospital CMI Medicare CMI IP Surgery Cases OP Surgery Cases Total ER Visits 9,883 9,918 9,557 9,521 9,632 9,489 10,363 9,416 ED to Admission % 10.4% 10.8% ED to Observation % 3.7% 10.5% Quick Care 10,134 11,697 11,918 12,931 13,524 16,094 18,101 15,833 Primary Care 3,268 4,017 4,247 5,060 4,687 3,810 4,720 4,718 Page 16 of 253 4

16 Average Length of Stay Rolling 13 Average Length of Stay by Payor (Admissions) Feb-17 Mar-17 Apr-17 May-17 Jun-17 Jul-17 Aug-17 Sep-17 Oct-17 Nov-17 Dec-17 Jan-18 Feb-18 HMO / PPO Medicare Medicaid Government Self Pay ALOS (Admits) Average LOS by Payor Mix HMO / PPO Medicare Medicaid Government Self Pay Page 17 of 253 5

17 Actual Budget Variance % Variance Normalized NPR $49,639,317 52,189,422 (2,550,104) (4.9%) Normalized NPR % of Gross 19.6% 22.2% (2.5%) Accruing $900K/month for DSH adjustment for FY18, currently at $7.2M ($900K/month x 8 months). FY15/FY16/FY17 reserved at $36.6M, $7.9M for FY15, $18.1 for FY16 and $10.6 for FY17 Recording $2.8M of 2017 cost report settlement Medicare Case mix index down from PY by 3.6%, Impact of ($254K) Surgery by Specialty Hospital Admits by Payor Mix General Orthopedics GI % 6% 5% 44% Medicaid Medicare ENT Obstetrics Hand % HMO/PPO Self Pay Government Plastics Neurosurgery Cardiovascular Urology Actual Budget Variance % Variance Net Other Revenue $697,211 1,338,470 (641,259) (47.9%) Page 18 of 253 6

18 Dollars Spent on Contracted Labor Dollars spent on Overtime Actual Budget Variance % Variance Salaries, Wages & Benefits $30,345,568 30,007, , % $424K Benefits (Primarily due to Group Health Ins and Retirement Cont. - PERS ) $294K Overtime (Top Departments: ED Svcs., 1500 Oncology, Med-Surg) $31K Contracted Labor $1,400,000 $1,200,000 $1,000,000 $800,000 $600,000 $400,000 $200,000 $- $1,181,009 $1,152,041 $1,059,787 $872,657 $882,085 $803,479 $767,660 $788,854 Jul-17 Aug-17 Sep-17 Oct-17 Nov-17 Dec-17 Jan-18 Feb-18 FY 18 $1,200,000 $1,000,000 $800,000 $600,000 $400,000 $200,000 $- $975,707 $1,122,988 $811,951 $787,807 $790,058 $833,469 $114,383 $73,003 Jul-17 Aug-17 Sep-17 Oct-17 Nov-17 Dec-17 Jan-18 Feb-18 FY 18 Page 19 of 253 7

19 Actual Budget Variance % Variance Supplies $8,454,586 8,072, , % Professional Fees $3,439,071 3,649,381 (210,310) (5.8%) Purchased Services $5,675,116 5,763,094 (87,978) (1.5%) Depreciation & Amortization $1,642,013 1,914,572 (272,559) (14.2%) Repairs & Maintenance $583, ,120 3, % Utilities $314, ,387 (50,978) (14.0%) Other Expenses $1,069,713 1,361,814 (292,101) (21.4%) Rental/Leases $614, ,166 (103,554) (14.4%) Page 20 of 253 8

20 FY 2018 Balance Sheet Highlights 18-Feb 18-Jan 17-Feb Cash Unrestricted $71.6 $61.4 $80.6 Restricted by donor Internally designated $249.7 $242.1 $258.1 Net working capital $83.5 $79.2 $60.4 Net PP&E Long-term debt Net pension liability Net position ($226.7) ($228.1) ($254.0) Page 21 of 2539

21 FY2018 Cash Flow Operating Activities Feb'18 Jan'18 Dec'17 YTD Cash received from patients and payors $ 57,936,589 $ 73,857,062 $ 71,225,868 $ 407,882,390 Cash paid to vendors (17,503,394) (21,345,462) (16,758,325) (162,182,430) Cash paid to employees (30,250,549) (31,502,263) (28,978,625) (254,080,033) Other operating receipts/(disbursements) 697, , ,083 7,393,987 Investing Activities Net cash provided by/(used in) operations 10,879,857 21,683,871 26,159,001 (986,086) Purchase of property and equipment, net (4,003,306) (3,322,975) (3,069,154) (21,195,864) Interested received 260, , ,454 2,695,403 Addition/(reduction) in donor-restricted cash Addition/(reduction) in internally designated cash 2,979,091 2,342,028 6,932,098 32,407,292 Net cash provided by/(used in) investing activities (763,727) (681,608) 4,146,398 13,906,831 Financing Activities From/(to) Clark County Unrestricted donations and other Borrowing/(repayment) of debt (1,449,999) Interest paid (565,054) Other 146, , ,929 2,025,797 Net cash provided by/(used in) financing activities 146, , ,929 10,744 Increase/(decrease) in cash 10,262,984 21,146,539 30,454,328 12,931,489 Cash beginning of period 61,380,735 40,234,195 9,779,868 58,712,230 Cash end of period $ 71,643,719 $ 61,380,735 $ 40,234,196 71,643,719 Unrestricted cash $ 71,643,719 $ 61,380,735 $ 40,234,195 $ 71,643,719 Cash restricted by donor 16,921,438 16,467,930 16,051,297 16,921,438 Internally designated cash 161,217, ,196, ,538, ,217,444 Page 22 of 25310

22 FY 2018 Capital Updates FY17 Carry forward: $12.3M; Committed & Remaining to be spent: $2.0M FY18 Budget: $31.0M FY18 Spent to date: $3.1M FY18 Committed Funds: $19.0M Page 23 of

23 FY19 Budget Plan Mar 21 Preliminary Budget Presentation to Audit and Finance Apr 18 Final Budget Presentation to Audit and Finance Apr 26 Final budget due to the County Page 24 of

24 Cost Savings / Revenue Improvement Plan FY 2018 Page 25 of 25313

25 Income from Operations FY 18 FEB ACT YTD FY 18 PROJECTED FY 18 BUDGET COST SAVINGS PLAN REVISED TOTAL FY 18 $2.4M $0.8M $15.0M $4.4M $5.2M Page 26 of

26 Revenue / Cost Savings Improvement Plan (000 s omitted) 17-Dec 18-Jan 18-Feb SWB Cost Savings $290 $1,045 $1,065 Revenue Improvements Supply Cost Savings Rents / Leases / Purchased Srvcs Total Savings / Improvements $704 $1,394 $1,638 Page 27 of

27 Page 28 of 253

28 Page 29 of 253

29 Preliminary FY 2019 Budget Page 30 of 253

30 FY2019 Budget Summary 2 Prior Year Ending FY17 Current Year FY18 Projection Tentative FY19 Tentative FY19 over Projection ($) Tentative FY19 over Projection (%) Net Revenue $639.9M $651.9M $668.0M $16.1M 2.5% Total Operating Expenses $618.0M $651.2M $666.1M $14.9M 2.3% Net Operating Income $21.9M $0.75M $1.9M $1.1M 153% Page 31 of 253

31 Operating Margin - Revenue 3 Changes in Operating Revenue Net Patient Revenue increasing 2.5% or $16.1M $7.0M Managed Care Rate Increases $1.0M - Net revenue impact of 5% CPI increase Preliminary estimates indicate a increase in DSH and MCO payments, partially offset by an decrease in UPL payments. Estimated net impact $8.2M. Page 32 of 253

32 FY2019 Budget Summary Expenses 4 Prior Year Ending FY17 Current Year FY18 Projection Tentative FY19 Tentative FY19 over Projection ($) Tentative FY19 over Projection (%) Salaries & Benefits $362.8M $389.3M $401.3M $12.0M 3.1% Professional Fees $33.7M $42.6M $43.1M $0.5M 1.3% Supplies $98.1M $100.3M $101.3M $1.0M 1.0% Purchased Svcs $80.7M $75.9M $76.8M $0.9M 1.2% Depreciation $18.8M $19.6M $19.8M $0.2M 1.0% Other/Utilities/ Rents & Leases $23.8M $23.5M $23.8M $0.3M 1.3% Page 33 of 253

33 5 FY2019 Budget Summary Expenses Salaries and Benefits o $7.6M - 3.7% Merit Adjustment o $4.5M - COLA (2% increase) on 4,800 positions o $700K - Longevity (based on years of service) o Professional Fees o $500K Anticipated contract rate increases. o Supplies o $1.0M increase in Pharmaceutical cost due to inflation, offset by savings from compliance with GPO. Page 34 of 253

34 FY2019 Budget Summary Expenses 6 Purchased Services o $1.0M - Residency program (program support services and additional residents o Other/Utilities/Rental o $500K - Software licenses/subscriptions (Epic, Kaufman Hall, McKesson) o $177K Decrease in utilities due to an NV Energy rate reduction. Page 35 of 253

35 Page 36 of 253

36 Page 37 of 253

37 AMENDED AND RESTATED PROFESSIONAL SERVICES AGREEMENT (Clinical Services) This Amended and Restated Professional Services Agreement (the Agreement ), is effective as of the 1 st day of April, 2018, 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 Robert B. McBeath, M.D. II, P.C., a Nevada professional corporation doing business as Atlantic Anesthesia Consultants and located at 2450 West Charleston Avenue, Las Vegas, Nevada (hereinafter referred to as the Provider ); WHEREAS, Hospital is the operator of an anesthesia department (the Department ) located in Hospital which requires certain Services (as defined below); and WHEREAS, Provider, through and by its Member Physicians (as defined below), have been contracted with Hospital to provide anesthesiology services pursuant to that certain to that certain Professional Services Agreement dated effective October 1, 2016 (the Prior Agreement ); and WHEREAS, the parties have entered into a signed Acknowledgment to be effective April 1, 2018, which closes out the amounts due under the Prior Agreement and is estimated to result in an estimated final payment from Hospital to Provider in the amount of $547,000.00, plus or minus $15,000, to be reconciled based on actual hours performed during the month of March; and WHEREAS, Hospital and Provider desire to enter into this Agreement to replace and supersede the Prior Agreement for anesthesiology services for the Hospital upon the terms and conditions set forth in this Agreement; and WHEREAS, Hospital and Provider hereby agree and acknowledge that the Prior Agreement is hereby terminated; and WHEREAS, Provider desires to contract for and provide for said Services in the specialty of anesthesia as more specifically described herein. 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. Certified Registered Nurse Anesthetists ( CRNAs ) to be utilized by Provider for the provision of Services and who are listed on Exhibit A-1, which shall be subject to change from time to time. 1.2 Clinical Hours. Hours of clinical time spent by Provider, Provider s Member Physicians or Allied Health Providers, Provider s contracted or independent contractor physicians, and Allied Health Providers, if any, on the Services which are compensated pursuant to Article V. The term Clinical Hours shall include the following: (1) all hours on the Monthly Schedule; (2) all hours for elective procedures added on to the schedule; (3) all in room time spent past procedure time where procedure time goes over; (4) a minimum of four (4) hours for elective add-ons when a Member Physician is called in for such add ons if the same occurs with less than four (4) days notice pursuant to Section 5.2; and (5) 1 Page 38 of 253

38 hours on the Monthly Time Records. Member Physicians Clinical Hours shall be compensated at a rate of One Hundred Twenty Dollars ($120.00) per Clinical Hour ( Physician Hourly Rate ). Allied Health Providers shall be compensated at a rate of Sixty-seven Dollars ($67.00) per Clinical Hour, which is inclusive of supervision requirements of a Member Physician at a rate of four Allied Health Providers to one Member Physician ( AHP Hourly Rate ). 1.3 Department. Unless the context requires otherwise, Department refers to Hospital s Department of Anesthesia. 1.4 Medical Staff. The Medical and Dental Staff of University Medical Center of Southern Nevada. 1.5 Member Physicians. Physician(s) mutually appointed by Provider and Hospital (as listed on Exhibit A-1 and which shall be subject to change from time to time) to provide Services pursuant to this Agreement. 1.6 Services. Clinical services performed for the diagnosis, prevention or treatment of disease or for assessment of a medical condition, including but not limited to the delivery of Hospital s anesthesia services in the Departments of Anesthesiology, Trauma, Emergency Room, Radiology, Cardiac Catheterization Lab, Burn Unit and/or Surgery, as the context may require and as further described herein. II. PROVIDER'S OBLIGATIONS 2.1 Department Coverage for Services. Provider, by and through its Member Physicians and Allied Health Providers, shall deliver to the Department the following Services: a. Provider shall provide the Services in the best interests of Hospital patients for any member of the Medical Staff. b. A full range of trauma and/or surgical anesthesiology services in reasonable conformance with the Policies and Procedures of the Department, as well as Hospital s Departments of Anesthesiology, Trauma, Emergency Room, Radiology, Cardiac Catheterization Lab, Burn Unit and/or Surgery, which will be provided to Provider upon request. c. Provider s scope of Services shall include the following: i. Trauma and post-trauma cases requiring anesthesia intervention; ii. Life-threatening emergencies requiring anesthesia intervention; iii. Surgery patients including, but not limited to, invasive cardiology, spine, pediatrics, obstetrics and endoscopy procedures, as necessary and requested; iv. Surgical training program cases; and v. Special radiologic procedures. d. Provider shall coordinate the schedules and assignments of the Member Physicians and Allied Health Providers providing the Services in coordination with the Chief Operating Officer or designee. The schedules shall be set one month in advance at 2 Page 39 of 253

39 the monthly meeting described in Section 5.2 (Example: October 1 meeting will set the November schedule). Attachment 3 contains a sample schedule which will be utilized to coordinate the weekly and monthly scheduling needs required hereunder. e. Provider represents and warrants that Provider will provide Member Physicians and Allied Health Providers sufficient to staff and meet the requirements for the Services as set forth in this Agreement, which shall be estimated at 52,000 Clinical Hours annually (the Estimated Clinical Hour Requirement ), as further described in Exhibit A, attached hereto. Initially, the Estimated Clinical Hours will be based upon Clinical Hours performed by Member Physicians. However, the parties have mutually agreed to work toward incorporating the utilization of Allied Health Providers within the Services with a mutual understanding that it will take a period of time to on-board Allied Health Providers at Hospital. Notwithstanding the preceding, of the 52,000 Estimated Clinical Hour Requirement, Provider shall hire four (4) Allied Health Provider FTEs within 180 days of the effective date of this Agreement. The parties shall work jointly to get such Allied Health Professionals credentialed and on the Monthly Schedule. Thereafter, Hospital may provide written notice to Provider of any planned increase in the Clinical Hours for Allied Health Providers after which Provider shall use its best efforts to on-board additional Allied Health Providers within 180 days to meet Hospital s request. In the event Provider is unable to meet the Hospital s request it will provide Hospital with notice of the same within 90 days of Hospital s original written request for additional Allied Health Providers. f. It is understood by both parties that in the event anesthesia coverage is required for an urgent case, elective cases may be rescheduled or postponed. Provider shall be available to perform postponed procedures within twenty-four (24) hours of postponement. g. In-house patients awaiting surgical intervention, including but not limited to, invasive cardiology and endoscopy procedures, shall be scheduled as necessary. Every effort will be made to schedule cases on weekdays, however, Provider must be reasonably available for weekend surgery. Hospital shall use best efforts to limit the number of operating rooms on Saturdays to five (5) or less (with at least two operating rooms being staffed by Allied Health Providers as soon as the same have been hired and successfully credentialed). Every effort will be made to schedule cases at least twenty-four (24) hours in advance of the surgery. h. Provider shall perform special procedures such as starting intravenous insertions, which have been attempted and unsuccessfully obtained and emergency resuscitative measures, upon special request from nursing administration, physicians, and/or residents on-site seven (7) days a week, twenty-four (24) hours a day and will respond immediately to all in-hospital rapid assessment team activations and all code blue activations. i. Ensure clinical effectiveness by providing direction and supervision in accordance with the standards and recommendations of The Joint Commission and the Bylaws and any policies and procedures of applicable third party payors, as may then be in effect; 3 Page 40 of 253

40 j. Such other Services, as more specifically described on Exhibit A, attached hereto and incorporated herein by reference. 2.2 Administrative Duties. During the Term, in addition to the Services provided by a Member Physician, a designated Member Physician shall provide the following administrative duties (the Administrative Duties ): a. Duties customarily associated with the Chair of the Department if the Chair is a Member Physician and/or other Hospital committees as assigned; b. Oversee anesthesia services at Hospital, including liaising with other providers for development and deployment of standardized clinical practice guidelines and effective evidence based care; c. Cooperate with Hospital to provide formal and informal staff training programs as deemed necessary for the professional staff training and continuing medical education of its Medical Staff; d. Provide quarterly metrics on medication use, accounting, safety, quality and performance improvement; e. Recommend innovative changes to improved patient services and safety; f. Work with Hospital to develop and administer Hospital s care pathways and enhance such pathways based upon Member Physicians clinical experience; and g. Such other Administrative Duties as may be reasonably assigned by Hospital in furtherance of the goals and needs of the Department. Provider shall be required to submit monthly time records which details with reasonable specificity the time spent performing the Administrative Duties as further described in Section Medical Staff Appointment. a. Member Physicians employed or contracted by Provider shall at all times hereunder, be members in good standing of Hospital s medical staff with appropriate clinical credentials and appropriate Hospital privileging. 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 is suspended, terminated or expelled from Hospital s Medical Staff, loses his license to practice medicine, tenders his resignation, or violates the terms and conditions required of this Agreement, including but not limited to those representations set forth in Section 2.4 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. 4 Page 41 of 253

41 b. Provider shall be fully responsible for the performance and supervision of any of its Member Physicians, Allied Health Providers or others under its direction and control, in the performance of services under this Agreement. c. Allied Health Providers employed or utilized by Provider must apply for privileges and remain in good standing in accordance with the University Medical Center of Southern Nevada Medical and Dental Staff Bylaws, Rules and Regulations and Delineation of Privileges for the Department. d. Member Physicians providing trauma services shall be members of the Hospital s Trauma Department, will be active in the quality improvement initiatives of the Trauma Department and will complete ten (10) Continuing Medical Education (CME) credits per year which are trauma critical care related. Member Physicians providing trauma services will also be in good standing in the Department, shall have recent and sufficient experience in Level 1 trauma anesthesiology services and have the ability to meet the needs of patients in highly acute/activated trauma conditions. e. Member Physicians providing Services to pediatric patients shall complete additional training in pediatric anesthesia, as reasonably required by Hospital. f. Member Physicians providing Services to transplant patients shall complete additional training in transplant anesthesia, as reasonably required by Hospital. 2.4 Representations of Provider and Member Physicians. a. Provider represents and warrants that it: i. holds an active business license with Clark County and is currently in good standing with the Nevada Secretary of State and Department of Taxation; ii. has never been excluded or suspended from participation in, or sanctioned by, a Federal or state health care program; iii. 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; iv. at all times will comply with all applicable laws and regulations in the performance of the Services; v. is not restricted under any third party agreement from performing the obligations under this Agreement; vi. has not materially misrepresented or omitted any facts from information and documentation requested by Hospital for Hospital to analyze service level requirements (i.e., Clinical Hours) and compensation paid hereunder; and vii. will comply with the standards of performance, attached hereto as Exhibit B and incorporated by reference. b. Provider, on behalf of each of Provider s Member Physicians (and Allied Health Providers as applicable), represents and warrants that he or she: 5 Page 42 of 253

42 i. is board certified or board eligible by the American Board of Anesthesiology; ii. possesses an active license to practice medicine from the State of Nevada which is in good standing; iii. has an active and unrestricted license to prescribe controlled substances with the Drug Enforcement Agency and a Nevada Board of Pharmacy registration; iv. 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; v. has never been excluded or suspended from participation in, or sanctioned by, a Federal or state health care program; vi. 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; vii. has never been denied membership or reappointment to the medical staff of any hospital or healthcare facility; viii. at all times will comply with all applicable laws and regulations in the performance of the Services; ix. is not restricted under any third party agreement from performing the obligations under this Agreement; and x. will comply with the standards of performance, attached hereto as Exhibit B and incorporated by reference. 2.5 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 2.4 or elsewhere in this Agreement. Hospital shall, in its discretion, have the right to request the removal of any Member Physician or Allied Health Provider who is in breach of this Agreement or any of its requirements, and if Provider fails to timely remove such Member Physician or Allied Health Provider to terminate this Agreement. 2.6 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. 2.7 Industrial Insurance. a. As an independent contractor, Provider shall be fully responsible for premiums related to accident and compensation benefits for its shareholders and/or direct employees as required by the industrial insurance laws of the State of Nevada. 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 Provider does not maintain such coverage, 6 Page 43 of 253

43 Provider agrees that Hospital may withhold payment, order Provider to stop work, suspend the Agreement or terminate the Agreement. 2.8 Professional Liability Insurance. Provider shall carry professional liability insurance on its Member Physicians and Allied Health Providers at its own expense in accordance with the minimums established by the Bylaws. Said insurance shall annually be certified to Hospital s Administration and Medical Staff, as necessary. 2.9 Provider Personal Expenses. Provider shall be responsible for all its personal expenses, including, but not limited to, membership fees, dues and expenses of attending conventions and meetings, except those specifically requested and designated by Hospital Maintenance of Records. 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 and Dental Staff, as may then be in effect Health Insurance Portability and Accountability Act of 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 shall use its reasonable efforts to preserve the confidentiality of Protected Health Information it receives from Hospital, and shall be permitted only to use and disclose such information to the extent that Hospital is permitted to use and disclose such information pursuant to the Health Insurance Portability and Accountability Act of 1996 (42 U.S.C. 1320d-1329d-8; 42 U.S.C. 1320d-2) ( HIPAA ), regulations promulgated thereunder ( HIPAA Regulations ) and applicable state law. Hospital and Provider shall be an Organized Health Care Arrangement ( OHCA ), as such term is defined in the HIPAA Regulations. c. 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 Protected Health Information for purposes of the OHCA. Hospital and Provider shall share a common patient s Protected Health Information 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 7 Page 44 of 253

44 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. III. HOSPITAL'S OBLIGATIONS 3.1 Space, Equipment and Supplies. a. Hospital shall provide space within Hospital for the Department (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. 3.2 Hospital Services. Hospital shall provide the services of other hospital departments including, but not limited to, Accounting, Administration, Engineering, Human Resources, Material Management, Medical Records and Nursing. 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; provided that, Provider s employed anesthesia schedulers and billing personnel shall have access to Hospital s systems for the purposes of billing and scheduling in accordance with all requirements pursuant to HIPAA and its accompanying regulations. Such access shall include appropriate access to Hospital s electronic health record currently hosted by Epic in accordance with all applicable Hospital policy and procedure. 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. IV. 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 8 Page 45 of 253

45 collection of professional component fees. Provider agrees to maintain a mandatory assignment contract with Medicaid and Medicare. 4.2 Fees. Fees 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 non-governmental thirdparty 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: V. COMPENSATION a. To use its 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. 5.1 Compensation for Services. During the first year of the Term, and subject to this Article V and Section 7.5 below, Hospital will compensate Provider for the Services, a monthly payment in the amount of Five Hundred Twenty Thousand Dollars ($520,000.00), for an annual amount of Six Million Two Hundred Forty Thousand Dollars ($6,240,000.00). Payment shall be made on the third (3 rd ) Friday of each month, or if the third (3 rd ) Friday falls on a holiday, the following Monday, for the previous month s Services. On the first anniversary date of the Term, and subject to Article V and Section 7.5 below, the compensation shall be amended to reflect a new Estimated Clinical Hour Requirement for the upcoming year calculated upon the average Clinical Hours scheduled and utilized by Member Physicians and/or Allied Health Providers over the previous six (6) months. For each subsequent anniversary date of the Term, and subject to Article V and Section 7.5 below, the compensation shall be amended to reflect a new Estimated Clinical Hour Requirement calculated on the twelve (12) month rolling average of Clinical Hours provided by Member Physicians and Allied Health Providers. The parties agree to sign an annual attestation prior to the anniversary date to reflect their mutual understanding of the new Estimated Clinical Hour Requirement (at each of the Physician Hourly Rate and AHP Hourly Rate) and new monthly/annual compensation rate. 5.2 Monthly Schedule Review/Time Records. As set forth in Sections 2.1(d) and 2.1(e), the compensation for the scheduled Services are based upon a monthly schedule and an Estimated Clinical Hour Requirement. As such, a monthly prospective and retrospective review of Clinical Hours is required. Hospital s Director of Surgery will meet with Provider s designee to review 9 Page 46 of 253

46 staffing needs one month in advance and to coordinate the schedule of Services ( Monthly Schedule ). This meeting shall occur on the first day of the month or, in the event the first day falls on a weekend or Holiday, on the next business day after such weekend or Holiday. Reconciliation pursuant to Section 5.3 will be determined for the Services in accordance with the Monthly Schedule; provided however, a daily record of the hours whereby Provider was available to perform the Services on-site at Hospital pursuant to the Monthly Schedule (regardless of the on-site location assigned) will be maintained in accordance with this Section 5.2. Additionally, upon no less than four (4) days notice Hospital may modify a shift(s) in the Monthly Schedule based upon unforeseen changes in Hospital s staffing needs and/or patient surgical volumes. Such changes, in addition to any elective add ons or other items defined as Clinical Hours, shall be reflected in the Monthly Time Records (defined below). Subject to the right to adjustment set forth below, at or within ten (10) business days after this monthly review, Provider agrees to submit daily time records to the Director of Surgery which details the Clinical Hours provided to Hospital in the preceding month, in a form reasonably acceptable to Hospital (the Monthly Time Records ) in a form substantial the same as set forth on Attachment 3. The parties agree and acknowledge that all daily time and service records will be submitted by Provider with the Monthly Time Records are subject to adjustment for a period of sixty (60) days from the date of service. Provider will use its best efforts to provide updated Monthly Time Records as such data becomes available. 5.3 Quarterly Assessment and Annual Review. Each three (3) month period during the Term, the parties will meet to assess the actual Clinical Hours that the Provider performed pursuant to the Monthly Time Records collected in accordance with Section 5.2. If the Clinical Hours performed by Provider are within a range equal to or less than two percent (2%), positive or negative, of the Estimated Clinical Hour Requirement (the Acceptable Deviation ) the parties agree that no further action will be taken. If the Clinical Hours performed by Provider are outside of the Acceptable Deviation but no more than a fifteen percent (15%) deviation from the Estimated Clinical Hour Requirement (whether greater or lesser) from the Estimated Clinical Hour Requirement than the parties agree to reconcile the difference between the Acceptable Deviation and the actual Clinical Hours at the applicable Physician Hourly Rate or AHP Hourly Rate per Clinical Hour not to exceed fifteen percent (15%) of the total deviation. Compensation under this Section 5.3 will be made within sixty (60) days of the end of the three (3) month period upon receipt of an accurate and verified invoice. Hospital may collect such compensation from Provider through an offset to future monthly amounts owed. On each anniversary date of the Agreement, the parties shall determine whether the Clinical Hours performed for the twelve (12) months equaled the Estimated Clinical Hour Requirement. A final reconciliation shall be done to ensure the appropriate party is credited with the amount due based on actual Clinical Hours provided. On each anniversary date of the Agreement, in the event it is determined that the deviation from the Estimated Clinical Hour Requirement is greater or less than fifteen percent (15%), in the preceding year, the parties agree that Hospital will obtain a new appraisal for the fair market value and commercial reasonableness of this arrangement as soon as reasonably practicable, or alternatively, may agree to terminate this Agreement with 180 days written notice. Should the parties agree to reappraise the Agreement, Provider agrees to cooperate in good faith with the appraisal process to ensure that, no later than 180 days of the anniversary date, this Agreement will be amended, or a new agreement executed, in compliance with the findings of any valuation required under this Section 5.3. In the event an amended or new agreement is not finalized in the time period required hereunder, the Agreement shall automatically terminate. 5.4 Allied Health Professional Credit. On each anniversary date of this Agreement, the parties shall analyze the number of Clinical Hours performed by Allied Health Professionals. In the event the Hospital paid any Clinical Hours at the Physician Hourly Rate when Allied Health 10 Page 47 of 253

47 Professionals were scheduled and utilized then Hospital shall receive a credit equal to the sum of the number of such Clinical Hours performed by Allied Health Professionals multiplied by the difference between the Physician Hourly Rate and the AHP Hourly Rate (i.e., $53.00 per Clinical Hour). Provider shall pay Hospital the applicable credit within sixty (60) days of its determination. 5.5 Average Revenue Per ASA Unit Credit. On each anniversary date of this Agreement, following a ninety (90) day runout period to allow for collections for American Society of Anesthesiologists Units (each, an ASA Unit and collectively, ASA Units ) performed during the measurement period, the parties shall analyze the average amount of revenue that Provider was able to collect on each ASA Unit performed. The calculation shall be equal to the sum of the total amount of collections for Provider during the year (including collections during the 90 day run out period associated with units performed during the measurement period) divided by the total number of ASA Units performed in such year. In the event that the sum is greater than $30.00, Provider shall pay Hospital a credit to be calculated as follows: The sum of (1) the average amount received per ASA Unit (as calculated in this Section 5.5) less $30.00; multiplied by (2) the total ASA Units performed by Provider during the year. For the avoidance of doubt, the revenue for purposes of this Section 5.5 shall constitute collections for ASA Units performed during the applicable measurement period. Provider shall pay Hospital the applicable credit within sixty (60) days of its determination. Following the run out period, the parties shall determine the Average Revenue Per ASA Unit for the twelve (12) months. Within thirty (30) days of the run out period, a final calculation shall be done to determine whether the Hospital is owed a credit and will share all reasonably requested documents evidencing the same with Hospital. As applicable, Provider shall pay Hospital the credit within sixty (60) days of its determination. 5.6 Compensation for Administrative Duties. As compensation for the Administrative Duties as described in Section 2.2, the Provider shall be entitled to an hourly compensation of Two Hundred Twenty-Five Dollars ($225.00) per hour for up to ten (10) hours per month, as documented and verified pursuant to accurate and complete time records submitted by the designated Member Physician. The designated Member Physician shall be mutually agreed upon by Hospital and Provider and is anticipated to be such Member Physician who may be elected to serve as the Chair of the Department. 5.7 Time Studies/Payment. Physician shall record in hourly increments time spent on the various responsibilities for the Administrative Duties on a weekly basis, and on the form prescribed on Attachment 4, attached hereto. Physician shall submit such time studies to the Hospital s Fiscal Services Department by the 12th of each month for the preceding month. Failure to submit the required time study by the 12th of each month will delay that month s payment until the time study is received. Physician will be paid on the third (3rd) Friday of each month, or if the third (3rd) Friday falls on a holiday, the following business day for the previous month s Administrative Duties. 5.8 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 and the Administrative Duties provided hereunder. VI. TERM/MODIFICATIONS/TERMINATION 11 Page 48 of 253

48 6.1 Term of Agreement. This Agreement shall become effective on April 1, 2018, and subject to Section 7.5, shall remain in effect through March 31, 2020 (the Initial Term ). At the end of the Initial Term, Hospital has the option to extend this Agreement for 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 ). Either party may terminate this Agreement at the end of the Initial Term or any Successive Term upon no less than ninety (90) days notice prior to the end of the Initial Term or such Successive Term Modifications. Within three (3) calendar days, Provider shall notify Hospital in writing of: a. Any change of address of Provider; b. Any change in membership or ownership of Provider's group or professional corporation. c. Any action against the license of any of Provider s Member Physicians or Allied Health Providers; d. Any action commenced against Provider which could materially affect this Agreement; or e. Any other occurrence known to Provider that could materially impair the ability of Provider to carry out its duties and obligations under this Agreement. 6.3 Termination For Cause. a. This Agreement shall immediately terminate upon the occurrence of the exclusion of Provider from participation in any federal health care program. b. This Agreement may be terminated by Hospital 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 thirty (30) 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 or Allied Health Providers as determined by the Bylaws, and the appeal processes thereunder, unless such Member Physician or Allied Health Provider has been timely removed by Provider in accordance with Section 2.5; provided that, Provider may cure such breach by removing such Member Physician or Allied Health Provider from providing Services under this Agreement; or 2. Conduct by any of Provider s Member Physicians or Allied Health Providers 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, unless such Member Physician or Allied Health Provider has been timely removed by Provider in accordance with Section 2.5; provided that, Provider may cure such breach by removing such Member Physician 12 Page 49 of 253

49 or Allied Health Provider from providing Services under this Agreement; 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. Absence of any Member Physician or Allied Health Provider required for the provision of Services hereunder, by reason of illness or other cause, for a period of ninety (90) days, unless adequate coverage is furnished by Provider. Such adequacy will be determined by Hospital; provided that, Provider may cure such breach by removing such Member Physician or Allied Health Provider from providing Services under this Agreement and providing alternate coverage; or 5. Breach of any material term or condition of this Agreement; provided the same is not subject to earlier termination under Section 6.3(a). c. 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: 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 V, above; or 5. Breach of any material term or condition of this Agreement. 6.4 Termination Without Cause. At any time during the Term, either party may terminate this Agreement, without cause, upon one hundred eighty (180) days written notice to the other party; provided however the parties will not enter into another agreement on different terms and conditions during the initial one year term. If either party terminates this Agreement without cause, the other party waives any cause of action or claim for damages arising out of or related to the without cause termination. VII. 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 13 Page 50 of 253

50 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. 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 ), 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 each party 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 14 Page 51 of 253

51 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 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 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-aweek 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) , through the Hotline (888) , or the website at 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. 15 Page 52 of 253

52 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 Force Majeure. Neither party shall be liable for any delays or failures in performance due to circumstances beyond its control Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Nevada Indemnification. a. 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. b. To the extent expressly authorized by Nevada law, Hospital shall indemnify and hold harmless, Provider, 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 Hospital, its employees, representatives, successors or assigns. Hospital shall resist and defend at its own expense any actions or proceedings brought by reason of such claim, action or cause of action 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 Non-Discrimination. Neither party shall 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 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: To Provider: Chief Executive Officer University Medical Center of Southern Nevada 1800 West Charleston Boulevard Las Vegas, Nevada OptumCare 16 Page 53 of 253

53 c/o Chief Operating Officer 2716 N. Tenaya Way, 5 th Floor Las Vegas, NV 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 Performance. Time is of the essence in this Agreement 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 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 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 Other Agreements. Provider and Hospital are parties under certain other agreements set forth below, if any: None [SIGNATURE PAGE TO FOLLOW. THIS AGREEMENT MAY BE EXECTUED IN COUNTERPARTS AND SENT VIA.PDF OR FACSIMILE] 17 Page 54 of 253

54 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first above written. PROVIDER: Robert B. McBeath M.D. II, P.C. HOSPITAL: University Medical Center of Southern Nevada By: Name: By: Name: Mason VanHouweling Its: Its: Chief Executive Officer 18 Page 55 of 253

55 EXHIBIT A Professional Medical Services Provider, by and through its Member Physicians and Allied Health Providers, shall provide all Services, as specifically set forth in Section 2.1 of the Agreement and in this Exhibit A, which shall be performed pursuant to the following requirements: Coverage Requirements: 1. Provider must provide a minimum of two Member Physician on site seven (7) days a week, twenty-four (24) hours a day. Provider must provide up to three (3) trauma anesthesiologists to staff simultaneous trauma cases. 2. Provider must be available to provide Services to all trauma patients described herein who require such services within the first twenty-four (24) hours from admission. Hospital shall use its best efforts to ensure that all activated trauma patients use Provider's Services within the first twenty-four (24) hours from admission. Trauma patients are defined by the following criteria: a. All vehicular accidents with multiple system injury; b. Any blunt thoracic-abdominal injury; c. Any orthopaedic injuries that involve two or more long bone fractures; d. Any traumatic head injuries; e. Penetrating injury of head, neck and trunk; or f. Any traumatized patient evaluated by the Emergency Medicine Physician or Trauma Surgeon as having high potential for multiple system involvement, and meeting the criteria set forth by the American College of Surgeons, as determined by the Department of Trauma. 3. Provider will provide an in-house anesthesiologist who will respond to all trauma patients requiring anesthesia services. Anesthesia services are defined as responding to all full activations to participate in airway management and emergency care and providing anesthesia services for all trauma patients requiring emergent surgical care. The following responses are required: lst full activation- 5 minute response, if the anesthesiologist accompanies the patient to the Operating Room (OR), the 2nd anesthesiologist on call must be notified; and 2nd full activation 5 minutes to call back and 20 minutes in person, if the anesthesiologist goes to the OR, the 3rd anesthesiologist on call must be notified; and 3 rd full activation 5 minutes to call back and 20 minutes in person, if the anesthesiologist goes to the OR and additional anesthesia support in needed then the internal and external disaster plan will be initiated. 4. The above Services also include anesthesia services for any trauma patient, full activation, intermediate activation or trauma consult, who requires emergent surgical care because of a threat to life or limb. The response will be five (5) minutes to call back and twenty (20) minutes in person. When the third anesthesiologist goes to the OR and additional anesthesia support is 19 Page 56 of 253

56 needed then the internal and external disaster plan will be initiated. A "Full Team Activation" (Trauma Department Policy No. 1.41) will occur when the following criteria are met: Physiological Criteria: Glasgow Coma Score is 13 or less Systolic Blood Pressure in 90mm Hg or less Respiratory rate is <10 or >29 breaths/minute Anatomic Criteria: Flail Chest Penetrating injury to the chest, abdomen, pelvis or neck Traumatic paralysis Obvious open skull fracture (due to blunt trauma) Amputation proximal to the wrist or ankle Children under the age of 12 with uncertain physiological status Life-Threatening Emergencies: Life-threatening emergencies shall be identified as those situations that may result in loss of patient life or limb if surgical intervention is not immediately undertaken which include, but are not limited to, ruptured aortic aneurysm, ruptured ectopic pregnancy, ruptured appendicitis, perforated viscus, bowel obstruction and limb fractures with circulatory compromise despite traction reduction. The emergency on call anesthesiologist will be available to respond in a timely manner (within thirty (30) minutes to any emergency that may arise in the Emergency Department or anywhere in the Hospital. In the event a disagreement exists between the anesthesiologist and the surgeon regarding the patient's status as a "life-threatening emergency", anesthesia services shall be provided. To validate the existence of a life-threatening emergency, the Department of Anesthesia and the designated Department in which the surgeon is assigned clinical privileges and membership shall review the incident through the departmental Performance Improvement process, which will be provided upon request. The Medical Executive Committee will resolve any existing disagreement between the Medical Staff Departments involved. Other Responsibilities: 1. Participate in scheduled clinical staff meetings and conferences. 2. Contribute to a positive relationship among Hospital's Administration, Health Care Providers (RN's, ancillary providers), Hospital's Medical Staff and the community. 3. Promote the growth and development of the Services in conjunction with Hospital with special emphasis on expanding diagnostic and therapeutic services. 4. Inform the Medical Staff of new equipment and applications. 5. Recommend innovative changes directed toward improved patient services. 6. Develop and implement guidelines, policies and procedures in accordance with recognized 20 Page 57 of 253

57 professional medical specialty standards and the requirements of local, state and national regulatory agencies and accrediting bodies. 7. Recommend the selection and development of appropriate methods, instrumentation and supplies to assure proper utilization of staff and efficient reporting of results. 8. Represent the Services on Hospital's medical staff committees and at Hospital department meetings as the need arises. 9. Participate in Quality Assurance and Performance Improvement activities by monitoring and evaluating care; communicating findings, conclusions, recommendations and actions taken; and using established Hospital mechanisms for appropriate follow-up. 10. Assess and recommend to Hospital's Administration the need for capital expenditure for equipment, supplies and space required to maintain and expand the Services. 11. Provide for the education of Medical Staff and Hospital personnel, residents and medical students in a defined organized structure and as the need presents itself. 12. Monitor the use of equipment and report any malfunction to Hospital Administration. 13. Assist Hospital in the appeal of any denial of payment of Hospital charges. 14. Assist Hospital's Administration with the performance of such other administrative duties as necessary to operate the Department. Patient Safety and Quality/Performance Measures: 1. Reduce the inventory discrepancy with Pyxis units to fewer than 5% 2. Increase the accuracy and documentation of control substances usage to above 95% 3. Achieve a greater than 90% compliance with self-reporting to the medical staff or quality office case(s) where complications associated with anesthesia have been identified 4. Achieve a greater than 90% compliance with completion of an pre-anesthesia evaluation (completed and documented) in accordance with CMS (b) (1) 5. Achieve a greater than 90% compliance with completion and documentation of a post-anesthesia evaluation in accordance with CMS (b)(3) Service Location: All Services are to be performed at Hospital s main campus location at: 1800 W. Charleston Blvd Las Vegas, NV Member Physicians and Allied Health Providers: See Exhibit A-1 21 Page 58 of 253

58 Member Physicians Alexander, Darlicia, MD Dadson, Jesse, MD Ewell, Barry, DO Grigsby, Kenneth, MD Hafen, Ryan, MD Kearns,Devin MD Otuwa, Nnamdi MD Otuwa, Samson, MD (Director) Sorensen, Eric, DO Srinarayana, Vivek, MD Burke, Jason, MD Garetto, Thomas, MD Habashy, Hosny, MD Park, Nam Hoon,MD Sawi, Ziad, MD Vollers, Agata, MD Adrangi, Bahbak, MD Choi, Clark MD Fang, Alice, MD Grigore, Alina MD Haduong, Quan MD Helmi, Nader, DO Jahangir, Rashid MD Lobato, Carl MD Obioma, Ikenna MD Portillo, Genghis, MD Rhoads, Jennifer DO Tian, Yu MD Tisminezky, Bernardo, MD Turner, Jade Wyn, Brian MD Zahalka, Charles Zhou, Anthony, MD EXHIBIT A-1 MEMBER PHYSICIANS AND ALLIED HEALTH PROVIDERS EXHIBIT B 22 Page 59 of 253

59 STANDARDS OF PERFORMANCE The Provider shall ensure that all Member Physicians and Allied Health Providers 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 ensure that its Member Physicians and Allied Health Providers shall also operate and conduct themselves 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, its employed or contracted physicians shall be free to perform private practice at other offices and hospitals. If any of Provider's Member Physicians and Allied Health Providers are employed by Provider 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, intraoperative, 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. Member Physicians and Allied Health Providers 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 and all Member Physicians and Allied Health Providers 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 Member Physicians and Allied Health Providers shall comply with all policies and directives related to Just Culture, Ethical Standards, Corporate Compliance/Confidentiality, Dress Code, and any and all applicable policies and/or procedures. 23 Page 60 of 253

60 j. Provider and all Member Physicians and Allied Health Providers 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 or any Member Physicians or Allied Health Providers, and in no event is a Member Physician or Allied Health Provider required to make a referral under any of the following circumstances: (a) the referral relates to services that are not provided by Member Physicians or Allied Health Providers 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 Member Physician's or Allied Health Provider s judgment. The parties agree that this provision concerning referrals by Member Physicians or Allied Health Providers complies with the rule for conditioning compensation on referrals to a particular provider under 42 C.F.R ( 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 Member Physician(s) or Allied Health Provider(s) performing such treatment. Such Member Physician(s) or Allied Health Provider(s) may refer such patients for further treatment as is deemed necessary and in the best interests of such patients. Member physicians and Allied Health Providers shall facilitate discharges in an appropriate and timely manner. Member Physicians and Allied Health Providers 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 or any Member Physician or Allied Health 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. 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. 24 Page 61 of 253

61 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, as applicable. t. Upon Hospital s request, Provider shall promptly provide statistical reports as may be reasonably requested by Hospital Administration from time to time. 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. 25 Page 62 of 253

62 Attachment 1 UNIVERSITY MEDICAL CENTER OF SOUTHERN NEVADA ADMINISTRATIVE POLICY AND PROCEDURE MANUAL SUBJECT: Contracted Non Employees / Allied Health Non Credentialed / Dependent Allied Health / Temporary Staff / Third Party Equipment ADMINISTRATIVE APPROVAL: EFFECTIVE: 9/96 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 A-1 Page 63 of 253

63 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. 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. 5. 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. 6. 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 31 st. 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. 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. A-2 Page 64 of 253

64 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. iii. iv. Ability to effectively and safely use equipment; Knowledge of infection control procedures; 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. A-3 Page 65 of 253

65 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. Results of monitoring and evaluation shall be recorded as performed and submitted to Hospital s Department of Clinical Engineering. 2. 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. 3. Documentation on each contractor providing medical equipment to assure technicians maintaining and/or repairing the equipment can demonstrate or describe: MONITORING: a. Knowledge and skills necessary to perform maintenance responsibilities; and b. Processes for reporting equipment management problems, failures and user errors. 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. 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 2. The following documents may be maintained at Contractor s Office: A-4 Page 66 of 253

66 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. A-5 Page 67 of 253

67 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; B-1 Page 68 of 253

68 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) Suspected violations may also be reported anonymously via the Hotline at (888) or The Hotline is available 24 hours a day, seven days a week. Compliance concerns may also be submitted via 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. B-2 Page 69 of 253

69 Attachment 3 Monthly Schedule (SAMPLE) B-3 Page 70 of 253

70 Weekly/Monthly Time Records (This form must be completed pursuant to Section 5.2 in order to reconcile with the Monthly Schedule of Services. The hours reflect actual time that the Provider was available on-site at the Hospital during the scheduled Clinical Hours regardless of location assigned.) See Attached B-4 Page 71 of 253

71 Page 72 of 253

72 Attachment 4 Administrative Duties (NOT TO EXCEED 120 HOURS ANNUALLY) Name: Dates of Service: From To (Note: This form must be completed each week during the Term and returned monthly by the 12 th of the following month to prevent delay in payment. Only report hours within the categories below which are related to Administrative Duties and payments to be made to Provider by Hospital (exclude hours related to patient care, services related to a faculty position at the Hospital s affiliated school of medicine, if any, or committee membership pursuant to the Medical Staff Bylaws. PLEASE PRINT AS MANY SHEETS AS NEEDED.) ACTIVITY Sun Mon Tue Wed Thu Fri Sat TOTAL Administrative Duties Chair of Department, hospital committees, as applicable ( 2.2(a)) Oversee anesthesia services, recommend change to improve service ( 2.2(b)(e)) Staff Training (( 2.2(c)) Provide quarterly metrics/reports ( 2.2(d)) Develop and administer care pathways ( 2.2(f)) Miscellaneous, as assigned ( 2.2(g)) TOTAL Physician Signature: Date: Submit/Mail Weekly Time Studies To: UMC Fiscal Services Attn: Director of Reimbursement 1800 W. Charleston Blvd., Suite 402 Las Vegas, NV B-5 Page 73 of 253

73 Page 74 of 253

74 Page 75 of 253

75 Page 76 of 253

76 Page 77 of 253

77 Page 78 of 253

78 Page 79 of 253

79 Page 80 of 253

80 Page 81 of 253

81 Page 82 of 253

82 Page 83 of 253

83 Page 84 of 253

84 Page 85 of 253

85 Page 86 of 253

86 Page 87 of 253

87 Page 88 of 253

88 Page 89 of 253

89 Page 90 of 253

90 Business Associate Agreement This Agreement is made effective the of, 201_, by and between University Medical Center of Southern Nevada (hereinafter referred to as Covered Entity ), a county hospital duly organized pursuant to Chapter 450 of the Nevada Revised Statutes, with its principal place of business at 1800 West Charleston Boulevard, Las Vegas, Nevada, 89102, and Biotronic National, LLC on behalf of itself and its affiliates including NuVasive Clinical Services Monitoring, Inc., hereinafter referred to as Business Associate, (individually, a Party and collectively, the Parties ). WITNESSETH: WHEREAS, Sections 261 through 264 of the federal Health Insurance Portability and Accountability Act of 1996, Public Law , known as the Administrative Simplification provisions, direct the Department of Health and Human Services to develop standards to protect the security, confidentiality and integrity of health information; and WHEREAS, pursuant to the Administrative Simplification provisions, the Secretary of Health and Human Services issued regulations modifying 45 CFR Parts 160 and 164 (the HIPAA Rules ); and WHEREAS, the American Recovery and Reinvestment Act of 2009 (Pub. L ), pursuant to Title XIII of Division A and Title IV of Division B, called the Health Information Technology for Economic and Clinical Health ( HITECH ) Act, as well as the Genetic Information Nondiscrimination Act of 2008 ( GINA, Pub. L ), provide for modifications to the HIPAA Rules; and WHEREAS, the Secretary, U.S. Department of Health and Human Services, published modifications to 45 CFR Parts 160 and 164 under HITECH and GINA, and other modifications on January 25, 2013, the Final Rule, and WHEREAS, the Parties wish to enter into or have entered into an arrangement whereby Business Associate will provide certain services to Covered Entity, and, pursuant to such arrangement, Business Associate may be considered a Business Associate of Covered Entity as defined in the HIPAA Rules (the agreement evidencing such arrangement is entitled Underlying Agreement ); and WHEREAS, Business Associate will have access to Protected Health Information (as defined below) in fulfilling its responsibilities under such arrangement; THEREFORE, in consideration of the Parties continuing obligations under the Underlying Agreement, compliance with the HIPAA Rules, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the Parties agree to the provisions of this Agreement in order to address the requirements of the HIPAA Rules and to protect the interests of both Parties. I. DEFINITIONS HIPAA Rules means the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164. Protected Health Information means individually identifiable health information created, received, maintained, or transmitted in any medium, including, without limitation, all information, data, documentation, and materials, including without limitation, demographic, medical and financial Page 1 of 6 Version 08/2016 Page 91 of 253

91 information, that relates to the past, present, or future physical or mental health or condition of an individual; the provision of health care to an individual; or the past, present, or future payment for the provision of health care to an individual; and that identifies the individual or with respect to which there is a reasonable basis to believe the information can be used to identify the individual, limited to that information disclosed to or accessed by Business Associate in its role as a Business Associate to Covered Entity. Protected Health Information includes without limitation Electronic Protected Health Information as defined below. Electronic Protected Health Information means Protected Health Information which is transmitted by Electronic Media (as defined in the HIPAA Rules) or maintained in Electronic Media. The following terms used in this Agreement shall have the same meaning as defined in the HIPAA Rules: Administrative Safeguards, Breach, Business Associate, Business Associate Agreement, Covered Entity, Individually Identifiable Health Information, Minimum Necessary, Physical Safeguards, Security Incident, and Technical Safeguards. II. ACKNOWLEDGMENTS Business Associate and Covered Entity acknowledge and agree that in the event of an inconsistency between the provisions of this Agreement and mandatory provisions of the HIPAA Rules, the HIPAA Rules shall control. Where provisions of this Agreement are different than those mandated in the HIPAA Rules, but are nonetheless permitted by the HIPAA Rules, the provisions of this Agreement shall control. Business Associate acknowledges and agrees that all Protected Health Information that is disclosed or made available in any form (including paper, oral, audio recording or electronic media) by Covered Entity to Business Associate or is created or received by Business Associate in its role as a Business Associate on Covered Entity s behalf shall be subject to this Agreement. Business Associate has read, acknowledges, and agrees that the Secretary, U.S. Department of Health and Human Services, published modifications to 45 CFR Parts 160 and 164 under HITECH and GINA, and other modifications on January 25, 2013, the Final Rule, and the Final Rule significantly impacted and expanded Business Associates requirements to adhere to the HIPAA Rules. III. USE AND DISCLOSURE OF PROTECTED HEALTH INFORMATION (a) Business Associate agrees that all uses and disclosures of Protected Health information shall be subject to the limits set forth in 45 CFR regarding Minimum Necessary requirements and limited data sets. (b) Business Associate agrees to use or disclose Protected Health Information solely: (i) For meeting its business obligations as set forth in any agreements between the Parties evidencing their business relationship; or (ii) as required by applicable law, rule or regulation, or by accrediting or credentialing organization to whom Covered Entity is required to disclose such information or as otherwise permitted under this Agreement or the Underlying Agreement (if consistent with this Agreement and the HIPAA Rules). (c) Where Business Associate is permitted to use Subcontractors that create, receive, maintain, or transmit Protected Health Information; Business Associate agrees to execute a Page 2 of 6 Version 08/2016 Page 92 of 253

92 Business Associate Agreement with Subcontractor as defined in the HIPAA Rules that includes substantially the same covenants for using and disclosing, safeguarding, auditing, and otherwise administering Protected Health Information as outlined in Sections I through VII of this Agreement (45 CFR ). (d) Business Associate will acquire written authorization in the form of an update or amendment to this Agreement and Underlying Agreement prior to: (i) Directly or indirectly receiving any remuneration for the sale or exchange of any Protected Health Information; or (ii) Utilizing Protected Health Information for any activity that might be deemed Marketing under the HIPAA rules. (e) Covered Entity agrees that it shall (i) notify Business Associate of any limitation(s) in the Notice of Privacy Practices of Covered Entity under 45 CFR , to the extent that such limitation may affect Business Associate s Use or Disclosure of Protected Health Information. (ii) notify Business Associate of any changes in, or revocation of, the permission by an Individual to Use or Disclose his or her Protected Health Information, and any restriction on the Use or Disclosure of Protected Health Information that Covered Entity has agreed to or is required to abide by under 45 CFR , to the extent that such changes may affect Business Associate s Use or Disclosure of Protected Health Information. IV. SAFEGUARDING PROTECTED HEALTH INFORMATION (a) Business Associate agrees: (i) To implement appropriate safeguards and internal controls to prevent the use or disclosure of Protected Health Information other than as permitted in this Agreement or by the HIPAA Rules. (ii) To implement Administrative Safeguards, Physical Safeguards, and Technical Safeguards as defined in the HIPAA Rules to protect and secure the confidentiality, integrity, and availability of Electronic Protected Health Information (45 CFR , , ). Business Associate shall document policies and procedures for safeguarding Electronic Protected Health Information in accordance with 45 CFR (iii) To notify Covered Entity of any attempted or successful unauthorized access, use, disclosure, modification, or destruction of information or interference with system operations in an information system ( Security Incident ) upon discovery of the Security Incident. (b) When an impermissible acquisition, access, use, or disclosure of Protected Health Information ( Breach ) by Business Associate occurs, Business Associate agrees: (i) To notify Covered Entity s Chief Privacy Officer within forty-eight (48) hours upon discovery of the Breach, and Page 3 of 6 Version 08/2016 Page 93 of 253

93 (ii) Within 15 business days of the discovery of the Breach, provide Covered Entity with all required content of notification in accordance with 45 CFR and 45 CFR , and (iii) To fully cooperate with Covered Entity s analysis and final determination on whether to notify affected individuals, media, or Secretary of the U.S. Department of Health and Human Services, and (iv) To pay all reasonable costs directly associated with the notification of affected individuals and costs associated with mitigating potential harmful effects to affected individuals, in proportion with Business Associate s role in the occurrence of the Breach. V. RIGHT TO AUDIT (a) Business Associate agrees: (i) To provide Covered Entity with timely and appropriate information sufficient for Covered Entity to gain reasonable assurance that Business Associate is in compliance with the HIPAA Rules and the provisions of this Agreement. (ii) That in accordance with the HIPAA Rules, the Secretary of the U.S. Department of Health and Human Services has the right to review, audit, or investigate Business Associate s records, electronic records, facilities, systems, and practices related to safeguarding, use, and disclosure of Protected Health Information to ensure Covered Entity s or Business Associate s compliance with the HIPAA Rules. VI. COVERED ENTITY REQUESTS AND ACCOUNTING FOR DISCLOSURES (a) At the Covered Entity s Request, Business Associate agrees: (i) To comply with any requests for restrictions on certain disclosures of Protected Health Information pursuant to Section of the HIPAA Rules to which Covered Entity has agreed and of which Business Associate is notified by Covered Entity. (ii) To make available Protected Health Information to the extent and in the manner required by Section of the HIPAA Rules. If Business Associate maintains Protected Health Information electronically, it agrees to make such Protected Health Information electronically available to the Covered Entity. (iii) To make Protected Health Information available for amendment and incorporate any amendments to Protected Health Information in accordance with the requirements of Section of the HIPAA Rules. (iv) To account for disclosures of Protected Health Information and make an accounting of such disclosures available to Covered Entity as required by Section of the HIPAA Rules. Business Associate shall provide any accounting required within 15 business days of request from Covered Entity. Page 4 of 6 Version 08/2016 Page 94 of 253

94 VII. TERMINATION Notwithstanding anything in this Agreement to the contrary, Covered Entity shall have the right to terminate this Agreement and the Underlying Agreement immediately if Covered Entity determines that Business Associate has violated any material term of this Agreement. If Covered Entity reasonably believes that Business Associate will violate a material term of this Agreement and, where practicable, Covered Entity gives written notice to Business Associate of such belief within a reasonable time after forming such belief, and Business Associate fails to provide adequate written assurances to Covered Entity that it will not breach the cited term of this Agreement within a reasonable period of time given the specific circumstances, but in any event, before the threatened breach is to occur, then Covered Entity shall have the right to terminate this Agreement and the Underlying Agreement immediately. At termination of this Agreement, the Underlying Agreement (or any similar documentation of the business relationship of the Parties), or upon request of Covered Entity, whichever occurs first, if feasible, Business Associate will return or destroy all Protected Health Information received from or created or received by Business Associate on behalf of Covered Entity that Business Associate still maintains in any form and retain no copies of such information, or if such return or destruction is not feasible, Business Associate will extend the protections of this Agreement to the information and limit further uses and disclosures to those purposes that make the return or destruction of the information not feasible. VIII. MISCELLANEOUS Except as expressly stated herein or the HIPAA Rules, the Parties to this Agreement do not intend to create any rights in any third parties. The obligations of Business Associate under this Section shall survive the expiration, termination, or cancellation of this Agreement, the Underlying Agreement and/or the business relationship of the Parties, and shall continue to bind Business Associate, its agents, employees, contractors, successors, and assigns as set forth herein. This Agreement may be amended or modified only in a writing signed by the Parties. No Party may assign its respective rights and obligations under this Agreement without the prior written consent of the other Party. None of the provisions of this Agreement are intended to create, nor will they be deemed to create any relationship between the Parties other than that of independent parties contracting with each other solely for the purposes of effecting the provisions of this Agreement and any other agreements between the Parties evidencing their business relationship. This Agreement will be governed by the laws of the State of Nevada. No change, waiver or discharge of any liability or obligation hereunder on any one or more occasions shall be deemed a waiver of performance of any continuing or other obligation, or shall prohibit enforcement of any obligation, on any other occasion. In the event that any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the provisions of this Agreement will remain in full force and effect. In addition, in the event a Party believes in good faith that any provision of this Agreement fails to comply with the HIPAA Rules, such Party shall notify the other Party in writing. For a period of up to thirty days, the Parties shall address in good faith such concern and amend the terms of this Agreement, if necessary to bring it into compliance. If, after such thirty-day period, the Agreement fails to comply with the HIPAA Rules, then either Party has the right to terminate upon written notice to the other Party. SIGNATURE PAGE FOLLOWS Page 5 of 6 Version 08/2016 Page 95 of 253

95 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year written above. COVERED ENTITY: BUSINESS ASSOCIATE: By: Mason VanHouweling Title: CEO Date: By: Title: Date: Page 6 of 6 Version 08/2016 Page 96 of 253

96 Page 97 of 253

97 Page 98 of 253

98 INTERLOCAL PREFERRED PROVIDER AGREEMENT THIS AGREEMENT is entered into as of March 22, 2018 by and between CLARK COUNTY, Nevada, hereinafter referred to as COUNTY and the UNIVERSITY MEDICAL CENTER OF SOUTHERN NEVADA, hereinafter referred to as UMC. WHEREAS, NRS authorizes public agencies to contract with any one or more other public agencies to perform any governmental service, activity, or undertaking which any of the public agencies entering into the contract is authorized by law to perform; and, WHEREAS, COUNTY has established a self-funded Workers Compensation program to comply with the provisions of NRS Chapters 616 and 617; and, WHEREAS, the COUNTY has entered into a preferred hospital agreement, hereinafter referred to as the AGREEMENT, with UMC to provide medical services required to comply with State statute; and, WHEREAS, pursuant to State statutes and the collective bargaining agreement between CLARK COUNTY and the International Association of Firefighters Local 1908, the COUNTY is also required to provide certain Fire Department personnel and volunteers with a comprehensive pre-employment, annual physical examination, and exit testing; and, WHEREAS, the COUNTY desires to utilize the services of UMC as the Preferred Provider of medical services and treatment of COUNTY employees eligible for benefits pursuant to the Workers Compensation Laws of the State of Nevada; and, WHEREAS, UMC desires to provide competent, cost effective, and quality occupational health care to employees who are injured or suffer occupational illnesses in the course and scope of their employment; physical examinations to employees and potential employees, and pre-employment and Commercial Drivers License (CDL) physical examinations required by COUNTY and applicable collective bargaining agreements; and, WHEREAS, the COUNTY has selected UMC as the provider of annual physical examinations required by State statutes and applicable collective bargaining agreements for eligible Fire Department employees. NOW, THEREFORE, the parties mutually agree as follows: I. Scope of AGREEMENT: This AGREEMENT sets forth the price, responsibilities, terms and obligations governing provider status as a participating medical provider for the COUNTY S Workers Compensation Program. UMC shall be a select provider of medical services for COUNTY employees who are injured within the scope of their employment and are covered unless UMC does not have the capabilities to provide certain medical services to the covered employee or, due to medical necessity or emergency, the covered employee is transported to the nearest medical facility providing medically necessary covered services or UMC is unable to schedule an employee or potential employee for a physical examination or other medical services as required within ten (10) business days from COUNTY S request then COUNTY has the option to utilize the services of another provider, provided the following criteria are met: C:\ProgramData\activePDF\Temp\DocConverter\Folders\Default\Input\ _A. Agreement.docP:\PU\_WORK\_CBEs\2018\C604778\ UMC_abb.docx1 Page 99 of 253

99 Current COUNTY employees requiring annual physicals must attempt to schedule an appointment at least thirty (30) days in advance of their birthday, per COUNTY S notification process. If an employee attempts to schedule less than thirty (30) days in advance of their birth date, UMC shall have the opportunity to schedule that employee s appointment within fifteen (15) business days. If UMC is unable to meet the ten (10) business day timeframe to schedule an appointment and a current or potential COUNTY employee therefore seeks medical services outside of UMC, that individual may only utilize the outside services for the given year, and must attempt to schedule through UMC the following year. UMC shall be a select provider of medical services for COUNTY employees whose job classifications fall under Nevada s Heart and Lung Statute (NRS , as may be amended from time to time) and COUNTY employees or potential employees who require pre-employment, promotional and CDL physical examinations, unless UMC does not have the capabilities to provide certain medical services to the covered employees. UMC shall provide physical examinations required to be administered to Fire Department personnel pursuant to Attachment B; Bailiffs and Marshals as defined in NRS , pursuant to Attachment F; and all other eligible employees or potential employees, pursuant to Attachment D. If and when new job classifications arise under NRS 617, the parties agree to further amend the AGREEMENT to include new testing fee schedules, as necessary. II. Medical Services: UMC agrees to provide for all services to covered employees within the scope of UMC S licensure and in accordance with the treatment protocols mutually established by UMC and the COUNTY. Covered services include, but are not limited to, those required by Workers Compensation Law and those set forth in the Attachments hereto. III. Billing and Payments: For all Workers Compensation medical treatments and procedures, UMC shall submit all billings on employees covered under this AGREEMENT to the COUNTY or, when directed to do so by the COUNTY, the COUNTY S Third Party Administrator, and shall bill for services using the UB92/HCFA1500 form or the standard of the industry, as from time to time may be changed by the health care regulating bodies. Billings shall be submitted within thirty (30) days from the date that the medical services are rendered. Payment shall be made within thirty (30) days from receipt by designated payor and shall be made in accordance with the customary and reasonable fee schedule as approved by the State of Nevada and Department of Industrial Relations (DIR) less a twenty percent (20%) discount. Rates do not include professional services provided by non-employee physicians and other non-employee professional service providers. UMC will accept such payments as payment in full. Fees for non-workers Compensation procedures are listed in the Attachments hereto. Billings received within thirty (30) days of services and not paid within thirty (30) days of invoice, except for payments delayed pending additional information or appeal, will revert to the full fees as scheduled by DIR. COUNTY shall notify UMC of said pended billings within thirty (30) days of receipt of billing. UMC shall submit all billings for services rendered pursuant to this AGREEMENT to C:\ProgramData\activePDF\Temp\DocConverter\Folders\Default\Input\ _A. Agreement.docP:\PU\_WORK\_CBEs\2018\C604778\ UMC_abb.docx2 Page 100 of 253

100 Clark County Risk Management & Safety on a monthly basis pursuant to mutually established reporting procedures. The COUNTY shall pay UMC the agreed upon rates set forth in this AGREEMENT and Attachments for all physicals and optional testing. IV. Policies and Procedures: UMC agrees to abide by all quality assurance, utilization review, peer review and consultation, standardized reporting, credentialing, and policies and procedures mutually established by the COUNTY and UMC. V. Liability Insurance: UMC agrees to maintain, at its own expense, general liability and medical malpractice insurance, through a self-funded program, on its employees and officers. VI. Standards of Practice: UMC agrees to provide covered COUNTY employees and possible new hires with medical services which are within the scope of UMC S medical services as licensed by and through the State of Nevada and accredited through The Joint Commission. These services shall be made available to all covered employees without discrimination in the same manner as provided to UMC S other patients. UMC agrees to provide medical services in accordance with the prevailing practices and standards in the medical profession and community. UMC agrees to follow treatment and return to work protocols, jointly established by the COUNTY and UMC, in the implementation of the program administered pursuant to this AGREEMENT, and to fully cooperate in utilization review and case management conducted by the COUNTY and UMC. VII. Exclusive Benefit of the Parties: The rights and responsibilities of the parties under this AGREEMENT apply only to COUNTY employees who are identified as such employees prior to the rendering of services by UMC. The responsibility to identify oneself as a COUNTY employee shall rest with the employee unless the employee is unable to communicate due to shock, unconsciousness or other medical conditions which prevent communication. VIII. Medical Records: UMC shall maintain and release records relating to covered employees in such a form as required by law and accepted medical practice. Copying costs for COUNTY purposes shall be at COUNTY S expense. COUNTY review and duplication shall be allowed upon reasonable notice, during regular business hours, and shall be subject to all applicable laws and regulations concerning confidentiality of a patient s records. IX. Use of UMC S Name: The COUNTY may include the following information in any marketing or administrative materials: UMC S name, telephone number, address, office hours, and type or specialty of practice and the name of all health care providers at UMC S facility. X. Grievance Procedure: UMC agrees to cooperate and participate in the COUNTY S grievance procedures, which grievance procedures are attached hereto as Attachment A and incorporated herein by reference. C:\ProgramData\activePDF\Temp\DocConverter\Folders\Default\Input\ _A. Agreement.docP:\PU\_WORK\_CBEs\2018\C604778\ UMC_abb.docx3 Page 101 of 253

101 XI. XII. Requirements for Non-Firefighter Pre-employment and Post-Employment Physicals: UMC agrees to utilize the COUNTY S specified Forms for Non-Firefighter Preemployment and Post-Employment Physicals, which are attached hereto as Attachment E and incorporated herein by reference. Assignments: The AGREEMENT is entered into to secure the professional services of UMC. Accordingly, neither party may assign or delegate all or any part of this AGREEMENT without the written consent of both parties, and executed with the same formality as attending this original. XIII. Waiver and Severability: Any waiver of a breach of any provision of this AGREEMENT shall not be deemed a waiver of any other breach of the same or different provision. In the event any provision of the AGREEMENT is rendered invalid or unenforceable by any valid act of Congress or the Nevada State Legislature, or declared null and void by any court of competent jurisdiction or the Nevada Department of Human Resources, or is found to be in violation of State Statutes and/or regulations, said provision(s) hereof will be immediately void and may be renegotiated for the sole purpose of rectifying the non-compliance. The remainder of the provisions of this AGREEMENT not in question shall remain in full force and effect. XIV. Budget Act and Fiscal Fund Out: In accordance with the Nevada Revised Statutes (NRS ), 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 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 then 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. XV. Notice: Any notice required or permitted to be given hereunder shall be in writing and shall either be delivered personally to the party to whom such notice is given, or sent to it by United States registered or certified mail, postage prepaid and return receipt requested, addressed or delivered to such party at the address or addresses designated below (or such other address or addresses as may hereafter be designated by a party) by written notice to the other party: To UMC: Attention: Enterprise Occupational Medicine University Medical Center of Southern Nevada 1800 West Charleston Boulevard Las Vegas, Nevada C:\ProgramData\activePDF\Temp\DocConverter\Folders\Default\Input\ _A. Agreement.docP:\PU\_WORK\_CBEs\2018\C604778\ UMC_abb.docx4 Page 102 of 253

102 To COUNTY: Attention: Comptroller Clark County Risk Management & Safety 500 South Grand Central Parkway, 3 rd Floor Las Vegas, Nevada XVI. Fraudulent Activity: Upon knowledge of or suspicion of any fraudulent activity, UMC agrees to immediately report said suspected fraudulent activity to the COUNTY, which would have an impact on the terms and conditions of this AGREEMENT. XVII. Fee Schedule Escalation: For procedures other than Workers Compensation, the fee schedules herein shall remain in effect for a period of three (3) years from the date of this AGREEMENT. If at the end of the three (3) year period, the AGREEMENT S fee schedules including Optional Testing, Attachments C and D shall include a two percent (2%) yearly increase, based on departments approved budgeted appropriations, should the AGREEMENT continue up to five (5) years. XVIII. Term of AGREEMENT: Commencing from the date of execution of this AGREEMENT, the term of this AGREEMENT shall be for one (1) year. Thereafter, unless terminated pursuant to the provisions contained herein, the term of this AGREEMENT will automatically renew for a one (1) year term, not to exceed five (5) years from the date of execution of said AGREEMENT. Notwithstanding the foregoing provision, either party may terminate this AGREEMENT, without cause, upon giving ninety (90) days written notice to the other party. In the event the Budget Act and Fiscal Fund Out provision is invoked, this AGREEMENT shall expire June 30th. Termination due to the failure of the COUNTY or UMC to appropriate monies shall not relieve the parties obligations under this AGREEMENT incurred through June 30th of the fiscal year for which monies were appropriated for their operations. XIX. Governing Law: This AGREEMENT shall be governed by the laws of the State of Nevada. XX. Amendment/Entire AGREEMENT: Amendment to this AGREEMENT may be made only upon mutual consent in writing, by the parties hereto and executed with the same formality attending the original. This executed AGREEMENT, together with any Attachments, contains the entire agreement between UMC and the COUNTY relating to the rights granted and obligations assumed by the parties hereto. Any prior agreements, promises, negotiations or representations, either oral or written, relating to the subject matter of this AGREEMENT not expressly set forth in this AGREEMENT are of no force or effect. XXI. Access to Books and Records: Upon written request of the Secretary of the United States Department of Health and Human Services or the Comptroller General of the United States or any of their authorized representatives, the COUNTY shall make available to the Secretary or the Comptroller General those contracts, books, documents, and records necessary to verify the nature and extent of the costs of providing its services. If the COUNTY carries out C:\ProgramData\activePDF\Temp\DocConverter\Folders\Default\Input\ _A. Agreement.docP:\PU\_WORK\_CBEs\2018\C604778\ UMC_abb.docx5 Page 103 of 253

103 any of the duties of this AGREEMENT through a subcontract with a value of $10, or more over a 12-month period with a related individual or organization, the COUNTY further agrees to include this requirement in all such subcontracts. This Section is included pursuant to and is governed by the requirements of Public Law , S952(S1861[v][1] of the Social Security Act) and regulations promulgated thereunder. The parties agree that any attorney-client, accountant-client, or other legal privilege shall not be deemed waived by virtue of this AGREEMENT. IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be signed and intend to be legally bound thereby. COUNTY OF CLARK BY: STEVE SISOLAK, CHAIRMAN Clark County Commissioners UNIVERSITY MEDICAL CENTER OF SOUTHERN NEVADA BY: MASON VANHOUWELING UMC Chief Executive Officer Approved as to form: Steven Wolfson, District Attorney BY: ELIZABETH A. VIBERT Deputy District Attorney C:\ProgramData\activePDF\Temp\DocConverter\Folders\Default\Input\ _A. Agreement.docP:\PU\_WORK\_CBEs\2018\C604778\ UMC_abb.docx6 Page 104 of 253

104 ATTACHMENT A GRIEVANCE PROCEDURE If an injured worker or provider is dissatisfied with a service within UMC, they may submit their grievance in writing to the Clark County Risk Management and Safety Division. A Dispute Resolution Committee, made up of three (3) members, two (2) laymen and one (1) physician will then convene and objectively review the evidence before making a determination. A determination will be handed down within thirty (30) days from the date of the Committee meeting. Grievances will be reviewed based on the following criteria: 1. Necessary and consistent with the symptoms and signs, or diagnosis and treatment of the employee s condition, disease, ailment or injury. 2. Appropriate with regard to nationally recognized guidelines and standards of good medical practice. 3. Not solely for the convenience or preference of the employee, his or her physician, hospital or any other health care provider. 4. The most appropriate supply or level of services, which can be safely provided to the employee. When specifically applied to an inpatient, it further means that the employee s medical symptoms or condition require that the diagnosis or treatment cannot be safely provided to the employee as an outpatient. 5. Provided in a cost-efficient manner and billed at an appropriate rate and coded appropriately for the medical services actually provided. 6. Protocols and Standards of Care will be the basis for all grievance reviews. These procedures may include peer review and utilization review in accord with national standards. Nevada Revised Statutes 616 and 617 will be applied in the grievance review. All formal written grievances will be reviewed based on the evidence submitted. A decision will be handed down based on the majority decision of the Resolution Committee. C:\ProgramData\activePDF\Temp\DocConverter\Folders\Default\Input\ _A. Agreement.docP:\PU\_WORK\_CBEs\2018\C604778\ UMC_abb.docxA-1 Page 105 of 253

105 ATTACHMENT B REQUIREMENTS FOR FIREFIGHTERS PRE-EMPLOYMENT, ANNUAL PHYSICALS, AND EXIT TESTING I. EXAMINATIONS: 1. All physical examinations shall be performed by medical doctors and pulmonary function tests shall be performed by certified technicians. The stress electrocardiogram (ECG) shall be performed in the presence of a physician, nurse or technician certified in advanced cardiac life support (ACLS). Pulmonary and ECG testing shall be performed under supervision of a medical doctor. 2. All examinations shall be performed in one facility, thereby not requiring an examinee to travel from one place to another for purposes of completing the examinations. 3. Examinations will be scheduled by each employee, individually. The scheduled appointment dates must be within thirty (30) days before or thirty (30) days after the date of birth. UMC scheduling must get approval from the Fire Chief or their designee or the Clark County Fire Department (CCFD) RN to schedule outside of this range. II. TESTING REQUIREMENTS: 1. All tests shall comply with the minimum standards of the Nevada Revised Statutes (NRS) 616 and 617, Nevada Administrative Codes (NAC) 616 and 617 and the State of Nevada Occupational Safety and Health Standard Regulations. 2. Pulmonary function testing shall be done on a fully automated spirometer and shall be supervised and interpreted by either a physician or Board-certified pulmonary physician. 3. All electrocardiogram testing shall be supervised and evaluated by a Board certified cardiologist. The stress ECG shall be done with a physician, nurse or technician certified in ACLS present at all times. Annual stress ECG S for those personnel forty (40) and older are required. 4. Audiograms shall be performed by certified personnel. All tests shall be Pure Tone at frequencies of Hz. Audio testing shall be done in an area acoustically designed for this purpose. Audio testing shall be done according to Nevada OSHA Regulations, CFR Part 1910, Subpart G., (h)(1). Results showing a ten (10) decibel shift from the patient s baseline in either ear shall be referred to an Audiologist. 5. Modifications of test names and numbers may be changed by issuing a letter of notice to either party within sixty (60) days. III. DMV FORM: A Department of Motor Vehicle (DMV) form shall be completed as requested by CCFD. C:\ProgramData\activePDF\Temp\DocConverter\Folders\Default\Input\ _A. Agreement.docP:\PU\_WORK\_CBEs\2018\C604778\ UMC_abb.docxB-1 Page 106 of 253

106 IV. WRITTEN REPORTS/RESULTS OF TESTS: 1. The Fire Department shall receive a written report indicating the following: Under or overweight. Any irregularities and if any follow-up is needed. After reviewing all tests, a signed statement of suitability for that individual to wear an air pack and do the strenuous work of a firefighter. 2. Written results of all clinically significant abnormal tests performed are required to be shown to firefighters in order to reduce the number of calls to the medical facility by each firefighter requesting an explanation of the test results. 3. The Risk Management Department shall receive a copy of all physical examination results as specified in Nevada Revised Statues (NRS) 616 and 617 and the Nevada Administrative Code (NAC) 616 and 617. V. EXAMINATIONS/TESTING REQUIRED: 1. Completion of the CCFD New Hire Annual Physical packet 2. Previous personal history 3. Standard Core Physical examination including: Male: digital rectal examination with a test for fecal occult blood Female: digital rectal examination with a test for fecal occult blood and a breast, pelvic and pap smear* unless a current (within one [1] year) is provided at time of part two (2) visit. *Pap smear is optional for those employees not covered by NRS and at the employee s discretion 4. Visual acuity measurements including near and distant vision, and color perception 5. Audiogram 6. Pulmonary function screening 7. One (1) View Posterior/Anterior 14" X 17" Chest X-Ray 8. Electrocardiogram for patients under forty (40). Stress Test for patients forty (40) and over 9. Routine Urinalysis, including occult blood 10. Complete Blood Count 11. Profile One (1) blood chemistry profile which includes Calcium, Phosphorous, Glucose, Uric Acid, Bun, Creatinine, Albumin, SGPT, SGOT, LDH, Globulin, A/G Ratio, Alkaline Phosphatase, Total Protein, Total Bilirubin, GGTP, Sodium, Potassium, Chloride, CO2, Triglycerides, Cholesterol, Creatinine/BUN Ratio C:\ProgramData\activePDF\Temp\DocConverter\Folders\Default\Input\ _A. Agreement.docP:\PU\_WORK\_CBEs\2018\C604778\ UMC_abb.docxB-2 Page 107 of 253

107 12. Lipid Panel to include triglycerides, cholesterol, HDL, LDL and VLDL 13. VDRL 14. Hepatitis A, B, C Profile 15. Qualitative Gold Antigen TB Test (Quantiferon) 16. Exit testing will consist of the following tests only: a. TB Skin Test within thirty (30) days of leaving service and at three (3) months from leaving service; b. Hepatitis A within thirty (30) days of leaving service, and at six (6) and twelve (12) months from leaving service; c. Hepatitis B within thirty (30) days of leaving service, and at six (6) and twelve (12) months from leaving service; d. Hepatitis C within thirty (30) days of leaving service, and at six (6) and twelve (12) months from leaving service; and e. HIV within thirty (30) days of leaving service and at six (6) and twelve (12) months from leaving service VI. FIREFIGHTER S OTHER AVAILABLE TESTS: Pre-authorization from Risk Management & Safety required prior to testing Service Year 1 Year 2 Year 3 Year 4 Year 5 Basic Urine Drug Screen - Profile 800. Heptavox - Hepatitis B Vaccine (1 of 3 shots) Serologic Confirmation of Heptavox $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 4. Glucose Tolerance Test $ $ $ $ $ 5. Breast, Pelvic Examination PAP (Female) $ $ $ $ $ 6. HIV 1&2 AB Screen W/ Reflex $ $ $ $ $ Charge Code 7. Tdap $ $ $ $ $ 8. Treadmill Test (Re-test for those who fail stair stepper) $ $ $ $ $ 9. 1 Step TB Test $ $ $ $ $ 10. Hepatitis C Antibody $ $ $ $ $ 11. Hepatitis B Core AB; IGM $ $ $ $ $ 12. Hepatitis Panel, Acute $ $ $ $ $ 13. Quantiferon TB Gold $ $ $ $ $ 14. Hepatitis A IGM Antibody $ $ $ $ $ 15. Hepatitis B Surface Antigen $ $ $ $ $ C:\ProgramData\activePDF\Temp\DocConverter\Folders\Default\Input\ _A. Agreement.docP:\PU\_WORK\_CBEs\2018\C604778\ UMC_abb.docxB-3 Page 108 of 253

108 16. Hepatitis B Surface Antibody Quantitative $ $ $ $ $ 17. Td $ $ $ $ $ C:\ProgramData\activePDF\Temp\DocConverter\Folders\Default\Input\ _A. Agreement.docP:\PU\_WORK\_CBEs\2018\C604778\ UMC_abb.docxB-4 Page 109 of 253

109 ATTACHMENT C FEE SCHEDULE FOR PHYSICAL EXAMINATIONS FOR FIREFIGHTERS (MALE) Service Year 1 Year 2 Year 3 Year 4 Year 5 Firefighter Physical Over 40 (Male) $ $ $ $ $ Charge Code Service includes: 1. Personal History 2. Standard core physical examination 3. Visual acuity test including near and distant vision, and color perception 4. Audiogram 5. Pulmonary Function screening 6. One (1) view posterior/anterior chest X-Ray 7. Stress ECG/Treadmill or Stair Stepper 8. Routine Urinalysis 9. Complete Blood Count 10. Blood chemistry profile which includes: Calcium, Phosphorus, Glucose, Uric Acid, BUN, Creatinine, Albumin, SGPT, SGOT, LDH, Globulin, A/G Ratio, Alkaline Phosphates, Total Protein, Total Bilirubin, GGTP, Sodium, Potassium, Chloride, CO2, Triglycerides, Cholesterol, Creatinine/BUN ratio 11. Lipid Panel including triglycerides, cholesterol, HDL, LDL, and VLDL 12. VDRL 13. Hepatitis A, B, C Profile 14. Digital rectal examination with test for fecal occult blood 15. PSA- Prostate Specific Antigen 16. Qualitative Gold Antigen TB Test 17. FEMA Fit for Duty form, if applicable C:\ProgramData\activePDF\Temp\DocConverter\Folders\Default\Input\ _A. Agreement.docP:\PU\_WORK\_CBEs\2018\C604778\ UMC_abb.docxC-1 Page 110 of 253

110 FEE SCHEDULE FOR PHYSICAL EXAMINATIONS FOR FIREFIGHTERS (MALE) Service Year 1 Year 2 Year 3 Year 4 Year 5 Firefighter Physical Under 40 (Male) $ $ $ $ $ Charge Code Service includes: 1. Personal History 2. Standard core physical examination 3. Visual acuity test including near and distant vision, and color perception 4. Audiogram 5. Pulmonary Function screening 6. One (1) view posterior/anterior chest X-Ray 7. Electrocardiogram 8. Routine Urinalysis 9. Complete Blood Count 10. Blood chemistry profile which includes: Calcium, Phosphorus, Glucose, Uric Acid, BUN, Creatinine, Albumin, SGPT, SGOT, LDH, Globulin, A/G Ratio, Alkaline Phosphates, Total Protein, Total Bilirubin, GGTP, Sodium, Potassium, Chloride, CO2, Triglycerides, Cholesterol, Creatinine/BUN ratio 11. Lipid Panel including triglycerides, cholesterol, HDL, LDL, and VLDL 12. VDRL 13. Hepatitis A, B, C Profile 14. Digital rectal examination with test for fecal occult blood 15. PSA- Prostate Specific Antigen 16. Qualitative Gold Antigen TB Test 17. FEMA Fit for Duty form, if applicable C:\ProgramData\activePDF\Temp\DocConverter\Folders\Default\Input\ _A. Agreement.docP:\PU\_WORK\_CBEs\2018\C604778\ UMC_abb.docxC-2 Page 111 of 253

111 FEE SCHEDULE FOR PHYSICAL EXAMINATIONS FOR FIREFIGHTERS (FEMALE) Service Year 1 Year 2 Year 3 Year 4 Year 5 Firefighter Physical Over 40 (Female) $ $ $ $ $ Charge Code Service includes: 1. Personal History 2. Standard core physical examination 3. Visual acuity test including near and distant vision, and color perception 4. Audiogram 5. Pulmonary Function screening 6. One (1) view posterior/anterior chest X-Ray 7. Stress ECG/Treadmill or Stair Stepper 8. Routine Urinalysis 9. Complete Blood Count 10. Blood chemistry profile which includes: Calcium, Phosphorus, Glucose, Uric Acid, BUN, Creatinine, Albumin, SGPT, SGOT, LDH, Globulin, A/G Ratio, Alkaline Phosphates, Total Protein, Total Bilirubin, GGTP, Sodium, Potassium, Chloride, CO2, Triglycerides, Cholesterol, Creatinine/BUN ratio 11. Lipid Panel including triglycerides, cholesterol, HDL, LDL, and VLDL. 12. VDRL 13. Hepatitis A, B, C Profile 14. Qualitative Gold Antigen TB Test 15. Digital rectal examination with test for fecal occult blood 16. Breast, pelvic and pap smear* exam if signed documentation of these exams cannot be provided within one year of date of physical exam by UMC physician. *Pap smear is optional for those employees not covered by NRS and are at the employee s discretion 17. FEMA Fit for Duty form, if applicable C:\ProgramData\activePDF\Temp\DocConverter\Folders\Default\Input\ _A. Agreement.docP:\PU\_WORK\_CBEs\2018\C604778\ UMC_abb.docxC-3 Page 112 of 253

112 FEE SCHEDULE FOR PHYSICAL EXAMINATIONS FOR FIREFIGHTERS (FEMALE) Service Year 1 Year 2 Year 3 Year 4 Year 5 Firefighter Physical Under 40 (Female) $ $ $ $ $ Charge Code Service includes: 1. Personal History 2. Standard core physical examination 3. Visual acuity test including near and distant vision, and color perception 4. Audiogram 5. Pulmonary Function screening 6. One (1) view posterior/anterior chest X-Ray 7. Electrocardiogram 8. Routine Urinalysis 9. Complete Blood Count 10. Blood chemistry profile which includes: Calcium, Phosphorus, Glucose, Uric Acid, BUN, Creatinine, Albumin, SGPT, SGOT, LDH, Globulin, A/G Ratio, Alkaline Phosphates, Total Protein, Total Bilirubin, GGTP, Sodium, Potassium, Chloride, CO2, Triglycerides, Cholesterol, Creatinine/BUN ratio 11. Lipid Panel including triglycerides, cholesterol, HDL, LDL, and VLDL 12. VDRL 13. Hepatitis A, B, C Profile 14. Qualitative Gold Antigen TB Test 15. Digital rectal examination with test for fecal occult blood 16. Breast, pelvic and pap smear* exam if signed documentation of these exams cannot be provided within one (1) year of date of physical exam by UMC physician. *Pap smear is optional for those employees not covered by NRS and are at the employee s discretion 17. FEMA Fit for Duty form, if applicable C:\ProgramData\activePDF\Temp\DocConverter\Folders\Default\Input\ _A. Agreement.docP:\PU\_WORK\_CBEs\2018\C604778\ UMC_abb.docxC-4 Page 113 of 253

113 FEE SCHEDULE FOR PHYSICAL EXAMINATIONS FOR FIREFIGHTERS (ROOKIES) Service Year 1 Year 2 Year 3 Year 4 Year 5 Firefighter Rookie Physical Over 40 $ $ $ $ $ Charge Code Service includes: 1. Personal History 2. Standard core physical examination 3. Visual acuity test including near and distant vision, and color perception 4. Audiogram 5. Pulmonary Function test 6. One (1) view posterior/anterior chest X-Ray 7. Stress ECG/Treadmill or Stair Stepper 8. Routine Urinalysis 9. Complete Blood Count 10. Blood chemistry profile which includes: Calcium, Phosphorus, Glucose, Uric Acid, BUN, Creatinine, Albumin, SGPT, SGOT, LDH, Globulin, A/G Ratio, Alkaline Phosphates, Total Protein, Total Bilirubin, GGTP, Sodium, Potassium, Chloride, CO2, Triglycerides, Cholesterol, Creatinine/BUN ratio 11. Lipid Panel including triglycerides, cholesterol, HDL, LDL, and VLDL 12. VDRL 13. Hepatitis A, B, C Profile 14. Digital rectal examination with test for fecal occult blood 15. PSA- Prostate Specific Antigen 16. Qualitative Gold Antigen TB Test 17. Hepatitis B Surface Antibody Quantitative 18. Physician s Statement Form for Southern Nevada Health District (SNHD) Licensure 19. HIV Test 20. FEMA Fit for Duty form, if applicable C:\ProgramData\activePDF\Temp\DocConverter\Folders\Default\Input\ _A. Agreement.docP:\PU\_WORK\_CBEs\2018\C604778\ UMC_abb.docxC-5 Page 114 of 253

114 FEE SCHEDULE FOR PHYSICAL EXAMINATIONS FOR FIREFIGHTERS (ROOKIES) Service Year 1 Year 2 Year 3 Year 4 Year 5 Firefighter Rookie Physical Under 40 $ $ $ $ $ Charge Code Service includes: 1. Personal History 2. Standard core physical examination 3. Visual acuity test including near and distant vision, and color perception 4. Audiogram 5. Pulmonary Function test 6. One (1) view posterior/anterior chest X-Ray 7. Electrocardiogram 8. Routine Urinalysis 9. Complete Blood Count 10. Blood chemistry profile which includes: Calcium, Phosphorus, Glucose, Uric Acid, BUN, Creatinine, Albumin, SGPT, SGOT, LDH, Globulin, A/G Ratio, Alkaline Phosphates, Total Protein, Total Bilirubin, GGTP, Sodium, Potassium, Chloride, CO2, Triglycerides, Cholesterol, Creatinine/BUN ratio 11. Lipid Panel including triglycerides, cholesterol, HDL, LDL, and VLDL. 12. VDRL 13. Hepatitis A, B, C Profile 14. Digital rectal examination with test for fecal occult blood 15. PSA- Prostate Specific Antigen 16. Qualitative Gold Antigen TB Test 17. Physician s Statement Form for SNHD Licensure 18. Hepatitis B Surface Antibody Quantitative 19. HIV Test 20. FEMA Fit for Duty form, if applicable C:\ProgramData\activePDF\Temp\DocConverter\Folders\Default\Input\ _A. Agreement.docP:\PU\_WORK\_CBEs\2018\C604778\ UMC_abb.docxC-6 Page 115 of 253

115 FEE SCHEDULE FOR PHYSICAL EXAMINATIONS FOR FIREFIGHTER (VOLUNTEERS) Service Year 1 Year 2 Year 3 Year 4 Year 5 Firefighter Volunteer Physical Under 50 $ $ $ $ $ Charge Code Service includes: 1. Personal History 2. Standard core physical examination 3. Digital rectal examination with test for fecal occult blood (male only) 4. Visual acuity test including near and distant vision, and color perception 5. Audiogram 6. Pulmonary Function test 7. One (1) view posterior/anterior chest X-Ray 8. Electrocardiogram 9. Routine Urinalysis 10. Complete Blood Count 11. Blood chemistry profile which includes: Calcium, Phosphorus, Glucose, Uric Acid, BUN, Creatinine, Albumin, SGPT, SGOT, LDH, Globulin, A/G Ratio, Alkaline Phosphates, Total Protein, Total Bilirubin, GGTP, Sodium, Potassium, Chloride, CO2, Triglycerides, Cholesterol, Creatinine/BUN ratio 12. Lipid Panel including triglycerides, cholesterol, HDL, LDL, and VLDL 13. VDRL 14. Hepatitis A, B, C Profile 15. Qualitative Gold Antigen TB Test 16. Hepatitis B Surface Antibody Quantitative (only new volunteers) 17. Physician s Statement Form for SNHD licensure (only new volunteers) 18. HIV Test (Only New Volunteers) 19. FEMA Fit for Duty form, if applicable C:\ProgramData\activePDF\Temp\DocConverter\Folders\Default\Input\ _A. Agreement.docP:\PU\_WORK\_CBEs\2018\C604778\ UMC_abb.docxC-7 Page 116 of 253

116 FEE SCHEDULE FOR PHYSICAL EXAMINATIONS FOR FIREFIGHTER (VOLUNTEERS) Service Year 1 Year 2 Year 3 Year 4 Year 5 Firefighter Volunteer Physical Over 50 $ $ $ $ $ Charge Code Service includes: 1. Personal History 2. Standard core physical examination 3. Digital rectal examination with test for fecal occult blood (male only) 4. Visual acuity test including near and distant vision, and color perception 5. Audiogram 6. Pulmonary Function test 7. One (1) view posterior/anterior chest X-Ray 8. Stress ECG/Treadmill or Stair Stepper 9. Routine Urinalysis 10. Complete Blood Count 11. Blood chemistry profile which includes: Calcium, Phosphorus, Glucose, Uric Acid, BUN, Creatinine, Albumin, SGPT, SGOT, LDH, Globulin, A/G Ratio, Alkaline Phosphates, Total Protein, Total Bilirubin, GGTP, Sodium, Potassium, Chloride, CO2, Triglycerides, Cholesterol, Creatinine/BUN ratio 12. Lipid Panel including triglycerides, cholesterol, HDL, LDL, and VLDL 13. VDRL 14. Hepatitis A, B, C Profile 15. Qualitative Gold Antigen TB Test 16. Hepatitis B Surface Antibody Quantitative (only new volunteers) 17. Physician s Statement Form for SNHD licensure (only new volunteers) 18. HIV Test (New Volunteers Only) 19. FEMA Fit for Duty form, if applicable C:\ProgramData\activePDF\Temp\DocConverter\Folders\Default\Input\ _A. Agreement.docP:\PU\_WORK\_CBEs\2018\C604778\ UMC_abb.docxC-8 Page 117 of 253

117 ATTACHMENT D CLARK COUNTY NON-FIREFIGHTER PRE-EMPLOYMENT PHYSICAL FEE SCHEDULE Service Year 1 Year 2 Year 3 Year 4 Year 5 1. Routine Physical $ $ $ $ $ 2. CDL Physical (Includes Physical, whisper test and UA) $ $ $ $ $ 3. Visual Acuity $ $ $ $ $ Charge Code 4. Audiogram $ $ $ $ $ 5. PFT (Spirometry) $ $ $ $ $ 6. Chest X-ray (1 View) $ $ $ $ $ 7. Chest X-ray (2 View) $ $ $ $ $ 8. EKG Non-Stress $ $ $ $ $ 9. EKG Stress Test $ $ $ $ $ 10. Urinalysis $ $ $ $ $ 11. CBC with differential $ $ $ $ $ 12. Blood Chemistry Profile $ $ $ $ $ 13. Lipid Panel $ $ $ $ $ 14. VDRL $ $ $ $ $ 15. Hepatitis A, B and C Profile $ $ $ $ $ Step TB Test $ $ $ $ $ 17. Hepatitis C Antibody $ $ $ $ $ 18. Hepatitis B Core AB ;IGM $ $ $ $ $ 19. Hepatitis Panel, Acute $ $ $ $ $ 20. Quantiferon TB Gold $ $ $ $ $ 21. Hepatitis A IGM Antibody $ $ $ $ $ C:\ProgramData\activePDF\Temp\DocConverter\Folders\Default\Input\ _A. Agreement.docP:\PU\_WORK\_CBEs\2018\C604778\ UMC_abb.docxD-1 Page 118 of 253

118 ATTACHMENT E REQUIREMENTS FOR NON-FIREFIGHTER PRE-EMPLOYMENT AND POST-EMPLOYMENT PHYSICALS I. FORMS: For Commercial Drivers License (CDL) physicals - Form DLD - 35 shall be used. For non-firefighters pre-employment and post-employment physicals - the Clark County Personnel Department Physical Examination Form shall be used. C:\ProgramData\activePDF\Temp\DocConverter\Folders\Default\Input\ _A. Agreement.docP:\PU\_WORK\_CBEs\2018\C604778\ UMC_abb.docxE-1 Page 119 of 253

119 ATTACHMENT F FEE SCHEDULE FOR PHYSICAL EXAMINATIONS FOR BAILIFFS AND MARSHALS (MALE AND FEMALE OVER 40) Service Year 1 Year 2 Year 3 Year 4 Year 5 Bailiff and Marshall Physicals Over 40 (Male and Female) $ $ $ $ $ Charge Code Service includes: 1. Personal History 2. Standard physical examination 3. Audiogram 4. Pulmonary Function screening 5. Chest X-Ray (one [1] view) 6. Stress ECG/Treadmill or Stair Stepper 7. Blood Chemistry Profile 8. Lipid Panel 9. Hepatitis A, B*, and C Profile (*If a Hepatitis B vaccine panel is non-reactive, Bailiffs can choose to receive the three [3] series Hepatitis B vaccine at the price listed in Section IV (FIREFIGHTER S OTHER AVAILABLE TESTS) of Attachment B in the AGREEMENT 10. One-step TB Skin Test 11. FEMA Fit for Duty form, if applicable C:\ProgramData\activePDF\Temp\DocConverter\Folders\Default\Input\ _A. Agreement.docP:\PU\_WORK\_CBEs\2018\C604778\ UMC_abb.docxF-1 Page 120 of 253

120 FEE SCHEDULE FOR PHYSICAL EXAMINATIONS FOR BAILIFFS AND MARSHALS (MALE AND FEMALE UNDER 40) Service Year 1 Year 2 Year 3 Year 4 Year 5 Bailiff and Marshall Physicals Under 40 (Male and Female) $ $ $ $ $ Charge Code Service includes: 1. Personal History 2. Standard physical examination 3. Audiogram 4. Pulmonary Function screening 5. Chest X-Ray (one [1] view) 6. Stress ECG/Treadmill or Stair Stepper 7. Blood Chemistry Profile 8. Lipid Panel 9. Hepatitis A, B*, and C Profile (*If a Hepatitis B vaccine panel is non-reactive, Bailiffs can choose to receive the three [3] series Hepatitis B vaccine at the price listed in Section IV (FIREFIGHTER S OTHER AVAILABLE TESTS) of Attachment B in the AGREEMENT 10. One-step TB Skin Test 11. FEMA Fit for Duty form, if applicable C:\ProgramData\activePDF\Temp\DocConverter\Folders\Default\Input\ _A. Agreement.docP:\PU\_WORK\_CBEs\2018\C604778\ UMC_abb.docxF-2 Page 121 of 253

121 Page 122 of 253

122 Page 123 of 253

123 Page 124 of 253

124 Page 125 of 253

125 Page 126 of 253

126 Page 127 of 253

127 Page 128 of 253

128 Page 129 of 253

129 Page 130 of 253

130 Page 131 of 253

131 Page 132 of 253

132 Page 133 of 253

133 Page 134 of 253

134 Page 135 of 253

135 Page 136 of 253

136 Page 137 of 253

137 Page 138 of 253

138 Page 139 of 253

139 Page 140 of 253

140 Page 141 of 253

141 Page 142 of 253

142 Page 143 of 253

143 Page 144 of 253

144 Page 145 of 253

145 Page 146 of 253

146 Page 147 of 253

147 Page 148 of 253

148 Page 149 of 253

149 Page 150 of 253

150 Page 151 of 253

151 Page 152 of 253

152 Page 153 of 253

153 Page 154 of 253

154 Page 155 of 253

155 Page 156 of 253

156 Page 157 of 253

157 Page 158 of 253

158 Page 159 of 253

159 Page 160 of 253

160 Page 161 of 253

161 Page 162 of 253

162 Page 163 of 253

163 Page 164 of 253

164 Page 165 of 253

165 Page 166 of 253

166 Page 167 of 253

167 Page 168 of 253

168 Page 169 of 253

169 Page 170 of 253

170 Page 171 of 253

171 Page 172 of 253

172 Page 173 of 253

173 Page 174 of 253

174 Page 175 of 253

175 Page 176 of 253

176 Page 177 of 253

177 Page 178 of 253

178 Page 179 of 253

179 Page 180 of 253

180 Page 181 of 253

181 Page 182 of 253

182 Page 183 of 253

183 Page 184 of 253

184 Page 185 of 253

185 Page 186 of 253

186 Page 187 of 253

187 Page 188 of 253

188 Page 189 of 253

189 Page 190 of 253

190 Page 191 of 253

191 Page 192 of 253

192 Page 193 of 253

193 Page 194 of 253

194 Page 195 of 253

195 Page 196 of 253

196 Page 197 of 253

197 Page 198 of 253

198 Page 199 of 253

199 Page 200 of 253

200 Page 201 of 253

201 Page 202 of 253

202 University Medical Center of Southern Nevada Customer Number: Sales Order Number: RHF Sales Order Part I Part II Part III Administration Change Healthcare Terms and Conditions Exhibit A Pricing Exhibit PART I ADMINISTRATION Sales Order to Order Form No. RH-58257_PS4A_PS4B, dated November 15, THIS SALES ORDER, including all Exhibits, Parts, Schedules, and Attachments hereto and incorporated herein (this Sales Order ) amends, the agreement identified above including all Exhibits, Parts, Schedules, and Attachments thereto, and as amended (the Agreement ), and is made effective as of the date Change Healthcare signs below (the SO Effective Date ). Unless otherwise expressly set forth in this Sales Order, the terms and conditions set forth in this Sales Order apply only to the Facilities, and/or Services listed herein. To the extent that this Sales Order conflicts with the Agreement, the terms and conditions of this Sales Order will control. Capitalized terms not defined herein will have the same meaning set forth in the Agreement. Change Healthcare will include Customer s purchase order ( PO ) number on Customer invoices if provided by Customer on or before the SO Effective Date. Failure to provide Change Healthcare with a PO number or copy does not suspend or negate any Customer duty, including payment, under this Sales Order. The transaction covered by this Sales Order may involve a discount, rebate or other price reduction on the items covered by this Sales Order. 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 (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. Each signatory hereto represents and warrants that it is duly authorized to sign, execute, and deliver this Sales Order on behalf of the party it represents. UNIVERSITY MEDICAL CENTER OF SOUTHERN NEVADA By: Name: Mason VanHouweling Title: Chief Executive Officer Date: Customer PO. No. CHANGE HEALTHCARE TECHNOLOGIES, LLC By: Name: Title: Date: SO_RHF _Final_3.7.8_v3.docx Page 1 of 7 Page 203 of 253

203 University Medical Center of Southern Nevada Customer Number: Sales Order Number: RHF PART II TERMS AND CONDITIONS 1. Term and Commencement Date. The term of this Sales Order shall be co-terminus with the Agreement for the underlying Change Healthcare services. 2. Relationship. This Sales Order, once signed by the parties, shall be made part of the Agreement between Change Healthcare and Customer as referenced in General Comment No. 1. All of the terms and conditions of the Agreement apply to this Sales Order and are incorporated herein by reference. 3. Travel and Living Expense; Fee Increases. Travel and living expenses shall not exceed an amount of $15, per year, should they be required. In the event that there is a conflict between Customer s and Change Healthcare s travel policy, Customer s travel policy will prevail. Change Healthcare may increase its fees for the Services in accordance with Section 4.6 of Master Agreement No. MA , dated November 15, If any services rendered pursuant to this Sales Order result in the delivery to Customer of object code and/or source code, then Customer's use of such object code and/or source code will be strictly governed by, and will be deemed "Software" under, Customer's software license agreement with Change Healthcare or its predecessors. 5. Customer s purchase order number is required. If this contract is equal to or exceeds $10,000, a copy of Customer s purchase order(s) must be attached. Pre-printed terms and conditions on or attached to Customer s purchase order(s) shall be of no force or effect. Failure to provide Change Healthcare with a purchase order number or copy shall not relieve Customer of any obligations, including payment obligations, under this contract. 6. Unless Customer provides to Change Healthcare prior to the commencement date satisfactory evidence of exemption (including evidence of renewal if applicable) from applicable sales, use, valueadded, or other similar taxes or duties, Change Healthcare will invoice Customer for all such taxes applicable to the Processing Services under this Sales Order, if any. SO_RHF _Final_3.7.8_v3.docx Page 2 of 7 Page 204 of 253

204 PART III University Medical Center of Southern Nevada Customer Number: Sales Order Number: RHF EXHIBIT A PRICING EXHIBIT [SEE FOLLOWING PAGES] SO_RHF _Final_3.7.8_v3.docx Page 3 of 7 Page 205 of 253

205 EXHIBIT A University Medical Center of Southern Nevada Customer Number: Opportunity Number: RHF Quote Number: Q FEES SUMMARY Processing Services Clearance Assurance Initial Term (in months) Recurring Fees One-Time Fees Co-Terminus with Agreement $3, $13, Co-Terminus with Agreement $6, $4, Grand Total $9, $17, The pricing in this Exhibit expires unless Change Healthcare receives this agreement signed by Customer on or before 3/30/ PAYMENT SCHEDULE Recurring: One-Time: Change Healthcare Services Already Live: Assurance: Fees are due monthly commencing on the earlier of Live Date/Services Installation Date or 90 days after the CS/OF/SO/Amendment Effective Date. Clearance: Fees are due monthly commencing on the earlier of Live Date/Services Installation Date or 90 days after the CS/OF/SO/Amendment Effective Date. 100% is due on the OF/CS/SO/Amendment Effective Date. Recurring Fees are due monthly commencing on the CS/OF/SO/Amendment Effective Date. Pricing_UMC - Physicians Comm Connect_Pricing Exhibit A_ pdf Page 4 of 7 Page 206 of 253

206 3. QUOTE DETAIL Processing Services Recurring Fees: Product Code(s) Assurance Clearance Product Description Fee Basis List Fee Net Fee Assurance Plus Subscription Assurance Plus Paper Claim Assurance Plus HCDirect Original Assurance Plus Host Integ Clearance Plus Physcian Clearance Address w/ Fraud Physcian Clearance Propensity to Pay Physcian Clearance Plus Authorization Subscription Clearance Plus Medical Necessity Monthly fee based on est vol of 15,000 claims per month:add'l charges per transaction $ Per Transaction; List: $0.32 Net: $ Per Transaction; List: $ 0.44 Net: $ Per Transaction List Fee: $ 0.07 Net Fee: $ Contracted Facilities $8, $6, Billed Monthly based on paper claims processed, plus postage fee per paper claim Billed Monthly based on paper claims processed, plus postage fee per paper claim Billed Monthly based on Plus claims processed. Billed Monthly based on paper claims processed, plus postage fee per paper claim Billed Monthly based on paper claims processed, plus postage fee per paper claim Billed Monthly based on Plus claims processed. Assurance Recurring Fees Total: $8, $6, Monthly Fee is based on Physician Visit Volume up to 12500, unlimited usage Per Transaction; List 0.42; Net: Per Transaction; List: $0.93; Net: $ (Includes Regulatory Recovery surcharges; state specific surcharges, will be billed monthly) $2, $1, Billed monthly based on actual usage. Billed monthly based on actual usage. Billed monthly based on actual usage. Billed monthly based on actual usage. Monthly Fee $2, $2, Monthly Fee Included in Clearance Plus Authorization Included in Clearance Plus Authorization Pricing_UMC - Physicians Comm Connect_Pricing Exhibit A_ pdf Page 5 of 7 Page 207 of 253

207 Clearance Recurring Fees Total: $5, $3, TOTAL RECURRING FEES*: $13, $9, *Total Recurring Fees only include fixed fees and monthly minimum fees. Any additional per transaction fees will apply over and above these totals and will be listed separately on Customer s invoice. Processing Services One Time Fees: Product Code(s) Assurance Clearance Product Description Fee Basis List Fee Net Fee Contracted Facilities Assurance Plus Per Add'l CID's - Add'l CID Setup Fee $5,000/each $5, $4, Assurance One Time Fees Total: $5, $4, Clearance Plus Implementation Physician Clearance AddrVal w/ Fraud Implementation Physician Clearance Propensity to Pay Implementation Physcian Clearance Plus Authorization Implementation Clearance Plus Medical Necessity Implementation Pricing is inclusive of 1 Facilities. $10, $8, One Time Fee No Charge No Charge 1 One Time Fee No Charge No Charge 1 One Time Fee $6, $4, One Time Fee Included in Clearance Plus Authorization Included in Clearance Plus Authorization Clearance One Time Fees Total: $16, $13, TOTAL ONE TIME FEES: $21, $17, FACILITIES Customer No. Facility Account Bill To Account UNLV Medicine 1701 W Charleston Blvd Las Vegas, NV University Medical Center of Southern Nevada 1800 West Charleston Blvd Las Vegas, NV Numerated Facilities 1 5. ADMINISTRATION Pricing_UMC - Physicians Comm Connect_Pricing Exhibit A_ pdf Page 6 of 7 Page 208 of 253

208 Sold To: Bill To: University Medical Center of Southern Nevada 1800 W Charleston Blvd Las Vegas, NV USA University Medical Center of Southern Nevada 1800 West Charleston Blvd Las Vegas, NV USA Attention: Attention: Telephone: (702) Telephone: (702) Fax: (702) Fax: (702) Paid By: Ship To: University Medical Center of Southern Nevada 1800 W Charleston Blvd Las Vegas, NV USA University Medical Center of Southern Nevada 1800 West Charleston Blvd Las Vegas, NV USA Attention: Attention: Telephone: (702) Telephone: (702) Pricing_UMC - Physicians Comm Connect_Pricing Exhibit A_ pdf Page 7 of 7 Page 209 of 253

209 Page 210 of 253

210 SALES, LICENSE, AND SERVICE AGREEMENT THIS SALES, LICENSE, AND SERVICE AGREEMENT ( Agreement ) is entered into as of the date the last party signs below 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, located at 1800 W. Charleston Blvd, Las Vegas, NV 89102, (hereinafter referred to as Medical Center ), and Globus Medical North America, Inc., a Pennsylvania corporation located at 2560 General Armistead Avenue, Audubon, Pennsylvania (hereinafter referred to as Supplier ). RECITALS WHEREAS, Supplier is in the business of distributing and selling imaging and navigational equipment and is willing to provide such equipment to Medical Center upon the terms and conditions contained herein; WHEREAS, Medical Center provides health care services to its patients and Medical Center seeks to acquire from Supplier equipment, related instrumentation and accessories, and maintenance and support services upon the terms and conditions contained herein; IN CONSIDERATION of the premises and the mutual agreements hereinafter contained, the receipt and sufficiency of which are hereby acknowledged the parties hereto agree as follows: 1. Terms of Sale Equipment; Maintenance. Subject to the terms and conditions of this Agreement, Supplier agrees to sell to Medical Center and Medical Center agrees to purchase the Excelsius GPS robotic system and related instrumentation (hereinafter Equipment ), as further described in Schedule A and agrees to provide the maintenance and support services set forth in Schedule B ( Services ) Software License and Restrictions. Supplier grants to Medical Center a non-exclusive, non-transferable, fully paid, restricted use license to use the software incorporated in the Equipment ( Software ) in machine-executable object code form and solely in connection with the operation of the Equipment. Except with respect to Open Source License (GPLv.3 and LGPLv.3), Medical Center must not use, copy, modify, or transfer the Software or any copy thereof, in whole or in part, except as expressly provided in this Agreement. In addition, Medical Center must not reverse engineer, decompile, disassemble, attempt to derive the source code for, or otherwise manipulate the Software. The use of different or modified software in connection with the Equipment can result in injury or death, and Supplier disclaims any liability for such use. The structure and organization of the Software are valuable trade secrets of Supplier deemed as Supplier's confidential information. Supplier reserves all rights to the Software not expressly granted to Medical Center Instruments and Accessories. Medical Center may purchase additional instruments and accessories for use with the Equipment pursuant to separate agreement between the parties. The cost of instruments and accessories will be the responsibility of the Medical Center Access. Medical Center agrees to grant Supplier s representatives a fair and reasonable opportunity to, service, deliver, install, and support the Equipment through access to Medical Center for the duration of the life of the Equipment. Medical Center Initials Supplier Initials Page 211 of 253

211 1.5. Existing Equipment Trade-In. If Medical Center is trading in any existing imaging equipment as part of the Equipment purchase, Medical Center must provide the model, serial number, and installation date of the existing imaging equipment as well as a copy of the service agreement, if any. Medical Center acknowledges that the fees and charges quoted in Schedule A are predicated on the accuracy of such information. In the event Supplier determines that the information provided is not accurate or Medical Center fails to deliver the imaging equipment identified for trade-in to Supplier, Supplier reserves the right to modify the fees and charges quoted therein. 2. Delivery/Installation and Inspection Delivery. Supplier will deliver the Equipment to Medical Center's designated location using a carrier selected by Supplier. All shipments by Supplier are F.O.B. Point of Destination.. Each party will provide the other party with reasonable advance notice of any desired change in the Delivery Date. For purposes of this Agreement, the term Delivery Date shall mean the actual date of delivery to Medical Center s physical location. Delivery date shall be no later than April, 2018 but may be sooner per mutual agreement by both Parties Installation. Supplier and Medical Center will use commercially reasonable efforts to schedule and install the Equipment in an efficient and expeditious manner. For purposes of this Agreement, the term Installation Date shall mean the earlier of:(a) the actual date of installation; or (b) ninety (90) days after the Delivery Date. Medical Center will ensure that an appropriate delivery location has been identified that is accessible by Supplier, clean, and reasonably able to accommodate the Equipment. It is Medical Center s responsibility to provide Supplier with all information and assistance which Supplier may reasonably require from Medical Center for installation. In addition, Medical Center will fully cooperate with Supplier and provide all necessary access to specified imaging equipment for proper installation, system verification and accuracy testing of the Equipment to ensure proper integration with Medical Center s imaging system Relocation of Equipment. In the event Medical Center wishes to transport the Equipment to another facility or location which requires crating of the Equipment, Medical Center will notify Supplier in advance. Supplier will manage all crating and shipping of the Equipment as well as installation at the new location. Medical Center will be charged shipping and installation charges for any such relocation Inspection. Medical Center shall inspect the Equipment immediately following arrival thereof at the destination and give prompt written notice to Supplier if any part of the Equipment is damaged or appears to be non-conforming, provided that a reasonable visual inspection would reveal such damage or non-conformity. Thereafter, an installation and testing will be conducted by Supplier, and formal acceptance shall follow successful acceptance testing, which shall be acknowledged by Medical Center as set forth in the Acceptance Letter that is attached here as Schedule C ( Installation Acceptance ). Medical Center shall return the Acceptance Letter to Supplier personnel or in accordance with the remittance instruction therein. Medical Center must notify Supplier in writing, within five (5) business days of the Installation Acceptance, of any nonconformance and furnish written evidence to Supplier. Supplier shall determine, in its sole discretion, whether the Equipment does not conform to the specifications. If Supplier determine that the Equipment is nonconforming, Supplier will replace or repair the Equipment as further described in Section 8.4. Medical Center has no other right to return, and Supplier has no obligation to accept returns of, Equipment purchased under this Agreement. Medical Center Initials Supplier Initials Page 212 of 253

212 3. Maintenance/Support Preventative Maintenance. Supplier or its approved subcontractors will provide preventative maintenance, annually, as further described in Schedule B. All preventative maintenance and repairs required in the first year following the Installation Date (excluding those exceptions outlined in Schedule B) will be provided at no charge. If Medical Center elects to continue maintenance and support services with Supplier in subsequent years, Medical Center and Supplier shall enter into a separate agreement for the provision of ongoing maintenance and support in accordance with fees set forth in Schedule A Coverage Hours. Supplier will provide Services on-site during the hours listed in Schedule B, excluding Supplier observed holidays. Medical Center may request Service outside of the coverage hours or service that is not otherwise included in this Agreement and, subject to the availability of personnel and parts, Supplier will provide such services, upon mutual written agreement at Supplier s then-current rates for material and labor. 4. Training. At no charge to Medical Center, Supplier will provide periodic on-site support to Medical Center's designated support personnel on the proper operation and upkeep of the Equipment in order for Medical Center to properly operate the Equipment. Training will be provided at mutually agreed times and at mutually agreed locations and shall include, but is not necessarily limited to, training on draping the Equipment for use in surgery, proper attachment of instruments, and cleaning. Training will be provided at Supplier s facility at no charge to three (3) surgeons and six (6) surgical nurses and/or surgical technicians or staff members and include a 30 minute online training, along with 7 hours of didactic and handson equipment and cadaveric training. Any additional off-site Equipment training requested must be approved by an authorized representative of the Supplier. Supplier will provide trained surgeons with a completion certificate following training. If the Medical Center requests any additional training to that set forth above, at location other than Supplier s facility, then the Medical Center will be responsible for all costs associated with the training, including supplies, facility fees, and rental fees for additional equipment. Medical Center and Supplier will select a mutually agreeable training date no less than two weeks in advance of any such training. Supplier will not support cases with surgeons that do not complete the recommended training curriculum. 5. Medical Center Responsibilities. During the term of this Agreement, Medical Center will: 5.1. Ensure that the Equipment site is maintained in a clean and sanitary condition and that the Equipment is cleaned and decontaminated after contact with blood or other potentially infectious material; 5.2. Provide necessary housekeeping and cleaning services to maintain the Equipment free from dirt, refuse, contamination or waste of any kind; 5.3. Maintain the Equipment site and environment (including temperature and humidity control, incoming power quality, and fire protection system) in a condition suitable for operation of the Equipment; 5.4. Operate the Equipment in accordance with the Supplier provided user manual; 5.5. Make normal operator adjustments to the Equipment as specified in the user manual; and 5.6. Not remove or conceal any logos, instructions, warnings, disclaimers, or other labeling affixed to the Equipment by Supplier. Medical Center Initials Supplier Initials Page 213 of 253

213 6. Payment. 6.1 Purchase Orders and Invoicing. Purchase orders shall be submitted to Supplier s Accounts Receivable Department by to PO@GlobusMedical.com. The purchase orders must contain a Purchase Order Number and the total dollar amount of the purchase and be on Medical Center letterhead or an from an authorized representative of Medical Center. All payments shall be due net sixty (60) days after the date of the applicable Supplier invoice. Supplier shall invoice Medical Center, unless Medical Center notifies Supplier, in writing, that another party ( Third Party Biller ) is to be invoiced for the Equipment and provides the Third Party Biller s contact information. Medical Center shall, to the extent expressly authorized by Nevada law, indemnify and hold Supplier harmless from any losses, claims, actions, demands or liabilities, judgments, damages, costs and expenses (including reasonable attorneys' fees and costs) arising from Supplier invoicing said Third Party Biller as requested by Medical Center. Medical Center or Third Party Biller must notify Supplier within sixty (60) calendar days of the date of the invoice if it is disputing any charges or disputes will be considered waived. Medical Center or Third Party Biller and Supplier shall work diligently in resolving any such dispute. Payments for any disputed charges shall be due net thirty (30) calendar days after the date of the dispute being resolved. Medical Center will reimburse Supplier for all reasonable costs (including attorneys fees), not to exceed $15,000, relating to collection of past due amounts. 6.2 Taxes. Unless Medical Center provides a valid tax exempt certificate, Medical Center will be responsible for any sales, use, excise, gross receipts, or other federal, state, or local taxes or other assessments (other than any tax based solely on the net income of Supplier) and related interest and penalties in connection with or arising out of the transactions contemplated by this Agreement. 6.3 Security Interest. Supplier reserves the right to file a UCC1 financing statement for the purpose of securing its interest in the Equipment until it receives payment in full, and Medical Center consents to and will cooperate in any such filing. 7. Public Records. Supplier acknowledges that Medical Center 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 contracts are public documents available for copying and inspection by the public. If Medical Center receives a demand for the disclosure of any information related to this Agreement that Supplier has claimed to be confidential and proprietary, such as Supplier pricing, programs, services, business practices or procedures, Medical Center will immediately notify Supplier of such demand and Supplier shall immediately notify Medical Center of its intention to seek injunctive relief in a Nevada court for protective order. Supplier shall indemnify, and defend and hold harmless Medical Center from any claims or actions, including all associated costs and attorney's fees, demanding the disclosure of Supplier document(s) in Medical Center's custody and control that Supplier claims to be confidential and proprietary. 8. Budget Act and Fiscal Fund Out. In accordance with the Nevada Revised Statutes (NRS ), the financial obligations under this Agreement between the parties shall not exceed those monies appropriated and approved by Medical Center for the then-current fiscal year under the Local Government Budget Act. This Agreement shall terminate and Medical Center's obligations under it shall be extinguished at the end of any of Medical Center's fiscal years in which Medical Center'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, provided that Medical Center gives Supplier at least one hundred and twenty (120) days' prior written notice termination. Medical Center agrees that this section shall not be utilized as a subterfuge or in a Medical Center Initials Supplier Initials Page 214 of 253

214 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 then-current fiscal year. Termination under this section shall not relieve Medical Center of its obligations incurred through the 30th day of June of the fiscal year for which monies were appropriated or for items delivered for which Medical Center did not give notification of termination due to loss of appropriated funds. 9. Warranties Equipment Warranties. Supplier warrants that that Equipment, when delivered, will be free and clear of all liens and encumbrances (except as otherwise set forth in this Agreement) and, for the period of one year from the Installation Date, will be free from defects in material and workmanship and will conform to Supplier s written specifications. EXCEPT AS SPECIFIED IN THIS SECTION OR ELSEWHERE IN THIS AGREEMENT, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF INFORMATIONAL CONTENT, OR ARISING FROM STATUTE OR OTHERWISE IN LAW, OR FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED AND ARE EXPRESSLY DISCLAIMED BY SUPPLIER. The abovementioned disclaimer and exclusion shall apply even if the express warranty set forth above fails of its essential purpose. Supplier assumes no liability for faulty or improper application or use of any Equipment or improper use thereof in combination with any other products Limitation Period. Any warranty claims and claims for damages based on actual or alleged defects of the Equipment shall be subject to the applicable statutory limitation period or to a limitation period of one year after the cause of action accrued, whichever is shorter Services Warranty. Supplier warrants that the Services will be performed in a workmanlike manner and consistent with generally accepted industry standards Remedies. Medical Center s sole and exclusive remedy for Supplier s breach of the warranties set forth above shall be the repair or replacement of the Equipment or re-performance of the Services. Medical Center must make claims promptly and provide Supplier a reasonable opportunity to investigate and cure the non-conformance or defect. Supplier agrees to use commercially reasonable opportunity to investigate and cure the non-conformance or defect within a reasonable period of time (based on the particular circumstances of such non-conformance or defect) following receipt by Supplier of all relevant information to initiate an investigation. The abovementioned warranty shall not apply to any Equipment that has been (i) altered, repaired, relocated, installed, or reprocessed, other than by Supplier or Supplier s approved subcontractor, (ii) subjected to misuse, abuse, or improper maintenance, or (iii) used contrary to the use outlined in the specifications or in an application or environment for which such Equipment was not approved or designed. 10. Liability/Indemnification Limitation of Liability MEDICAL CENTER ACKNOWLEDGES AND AGREES THAT ANY RESULTS OBTAINED FROM USE OF EQUIPMENT ARE RECOMMENDATIONS ONLY AND FINAL APPROVAL OF SUCH RECOMMENDATIONS ARE THE SOLE AND EXCLUSIVE RESPONSIBILITY OF MEDICAL CENTER PHYSICIANS AND/OR SURGICAL STAFF. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MEDICAL CENTER ASSUMES ALL RISK Medical Center Initials Supplier Initials Page 215 of 253

215 AND LIABILITY FOR THE RESULTS OBTAINED FROM USE OF THE EQUIPMENT, WHETHER IN TERMS OF GENERAL SUITABILITY, SUCCESS OR FAILURE, AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY SUPPLIER, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE EQUIPMENT TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SUPPLIER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, LOSS OF PROFIT OR FEES, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER BASED UPON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. THE PARTIES AGREE THAT SUPPLIER S TOTAL AGGREGATE LIBAILITY FOR ANY DAMAGES UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY MEDICAL CENTER UNDER THIS AGREEMENT Indemnification/IP Infringement. Supplier will indemnify and defend Medical Center against any claim by a third party, including damages, losses, awards or settlement amounts, that Medical Center's use of any of the Equipment as authorized hereunder infringes upon the U.S. patent rights, copyrights, trademark rights or trade secret rights of a third party provided that: (i) Medical Center promptly notifies Supplier in writing of such claim; (ii) Supplier will have sole control of the defense of any action on such claim and of all negotiations for its settlement or compromise; provided, however, that Supplier shall not settle any claim unless the settlement releases Medical Center of all liability relating to the infringement claim and does not make any admission of wrongdoing by Medical Center relating to the infringement claim; (iii) Medical Center cooperates with Supplier in every reasonable way, at Supplier s cost, to facilitate the settlement or defense of such claim; and (iv) should such Equipment become or, in Supplier's opinion, be likely to become, the subject of an infringement claim, Medical Center will permit Supplier, at Supplier's sole option and expense, to (1) procure for Medical Center the right to continue using such Equipment, (2) replace or modify the same to become functionally equivalent yet non-infringing, or (3) terminate, without penalty, Medical Center's use of the affected Equipment, in which event Supplier will refund to Medical Center all amounts paid thereto, less an amount for use and a prorated deduction based on a three (3) year depreciation schedule if such termination occurs within three (3) years of the Installation Date. The foregoing obligation of Supplier does not apply with respect to Equipment or any portions or components thereof (a) which has been modified by Medical Center, (b) combined with other products, processes or materials not provided by Supplier, or (c) where Medical Center's use of the Equipment was not in accordance with the instructions for use or the terms of this Agreement. THE FOREGOING STATES SUPPLIER S ENTIRE LIABILITY AND OBLIGATION (EXPRESS, STATUTORY, IMPLIED OR OTHERWISE), AND MEDICAL CENTER S SOLE AND EXCLUSIVE REMEDY, WITH RESPECT TO INFRINGEMENT CLAIMS. 11. Miscellaneous Non-Solicitation. Medical Center, during the term of this Agreement, agrees that it will not employ or attempt to employ or divert any employee of Supplier or any of its affiliates, provided that Medical Center may employ or attempt to employ any person who is no longer employed by Supplier at the time of first contact with such person or such employee responds to a Medical Center public notice for an employment opportunity.. Supplier will promptly provide Medical Center written notice upon learning of any breach of this Section and Medical Center will subsequently have thirty (30) days from receipt of the notice to cure Terms and Conditions. All purchases of Equipment by Medical Center shall be subject to the terms and conditions set forth in this Agreement including all Schedules attached hereto and incorporated herein. Medical Center Initials Supplier Initials Page 216 of 253

216 11.3. Assignment. Neither party may assign or delegate this Agreement or any of its interests therein without the express prior written consent of the other party, except that Supplier may assign its rights, interests and obligations under this Agreement to its parent or majority owned subsidiary without the consent of Medical Center. Any assignment prohibited hereby shall be null and void Force Majeure. Each party's obligations under this Agreement (exclusive of payment obligations) will be excused if and to the extent that any delay or failure to perform such obligations is due to fire or other casualty, product or material shortages, strikes or labor disputes, transportation delays, manufacturer out-of-stock or delivery disruptions, acts of God, seasonal supply disruptions, terrorism or other causes beyond the reasonable control of that party, but only during the duration of such condition Notice. Unless otherwise specified in this Agreement, any notice or other communication permitted or required hereunder shall be in writing and provided to the respective parties as follows: If to Medical Center: Address: Chief Executive Officer University Medical Center of Southern Nevada 1800 W Charleston Blvd. Las Vegas, NV Phone: If to Supplier: Attn: Vice President of Sales - Imaging, Navigation, and Robotics Globus Medical North America, Inc General Armistead Avenue Audubon, PA With Copy to: Kelly Huller, Esq., Vice President, Associate General Counsel Globus Medical, Inc General Armistead Avenue Audubon, PA or, to such other address as either party shall have therefore designated by notice in writing. All written notices are to be in the form of certified mail, return receipt requested or by Federal Express or other similar overnight delivery service providing proof of delivery. All notice provided in accordance with this section shall be deemed to have been given upon the date of delivery as indicated on the return mail receipt or refusal of delivery thereof Modification; Waiver. This Agreement may be modified, and the rights, remedies and obligations contained in any provision hereof may be waived, only in accordance with this section. No waiver by either party or any breach by the other of any provision hereof shall be deemed to be a waiver of any later or other breach thereof or as a waiver of any other provision of this Agreement. This Agreement may not be waived, changed, discharged or terminated orally or by any course of dealing between the parties, but only by an instrument in writing signed by the party against whom any waiver, change, discharge or termination is sought. An shall not constitute a writing sufficient to modify this Agreement. Medical Center Initials Supplier Initials Page 217 of 253

217 11.7. References and Schedules. Unless otherwise specifically stated to the contrary, all references to sections or Schedules contained in this Agreement refer to Sections of and Schedules to this Agreement. The Schedules to this Agreement are incorporated into this Agreement by reference and are part of the Agreement as though fully rewritten herein All Remedies. Except as provided herein, the parties shall have any and all remedies available at law or in equity Non-Exclusivity. This Agreement is not intended, nor shall it create, an exclusive arrangement Severability. Any provision of the Agreement that is determined by any court of competent jurisdiction to be invalid or unenforceable will not affect the validity or enforceability of any other provision of the Agreement. Any provision of the Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable Entire Agreement; Counterparts. This Agreement constitutes the entire contract between Medical Center and Supplier with respect to the subject matter hereof. Any and all terms and conditions contained in Medical Center s purchase orders that conflict with, differ from, or are not expressly included in the provisions of this Agreement are rejected by Supplier and shall be of no force or effect. Any agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. No oral or written representation made by an employee, agent or representative of Supplier shall constitute an express or implied warranty under this Agreement. No course of dealing or usage of trade shall be applicable unless expressly incorporated into this Agreement. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. The parties agree that each may execute this Agreement either via manual signature or electronic signature, and that a party s electronic signature, whether digital or encrypted, is intended to authenticate this writing and to have the same force and effect as a manual signature. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. IN WITNESS WHEREOF, the parties hereby indicate their agreement to the terms of this Agreement by the signatures of their representatives, intending to be bound as of the date fully executed below. Globus Medical North America, Inc. University Medical Center of Southern Nevada By: By: Print Name: Title: Date: Printed Name: Title: Date: Medical Center Initials Supplier Initials Page 218 of 253

218 SCHEDULE A QUOTE Attached Medical Center Initials Supplier Initials Page 219 of 253

219 Globus Medical 2560 General Armistead Avenue Audubon, PA (610) QUOTE Quote Information Company Information Quote ID 16128_ Hospital Name UMC of Southern Nevada Quote Date 3/9/2018 Customer ID Expiration Date 03/31/2018 City Las Vegas Regional Sales Manager Pete Haglin State NV Phone Number Contact Name Tony Marinello Telephone Items Capital Part Number Description Qty Unit Price Total Price Excelsius GPS, 120V Tablet PC, Excelsius GPS Fluoroscopy Registration Fixture, 9" End Effector, 15MM Spine Software Module Fluoroscopy Software Module Capital List Price $ - Discounted Value Navigation Instruments Part Number Description Qty Unit Price Total Price Navigation, GPS Navigation Instruments List Price Discounted Value Freight Shipping Total List Price $ - Total Discounted Value $ - Discounted Subtotal $ - Service Service Warranty (1 year) Included Included Annual Service Contract* Terms and Conditions *The above pricing for the Annual Service Contract is available starting year 2 and can be purchased at this price through year 5. Pricing valid through the Expiration Date stated above. This quotation sets forth the pricing offered by Globus but does not constitute a contract for sale. Final purchase and terms of sale shall be exclusively governed by Globus Software License and Sales Agreement. Prices quoted are exclusive of all sales, use, excise, gross receipts, or other federal, state, or local taxes or other assessments as well as any export and import duties and associated fees, if applicable. CONFIDENTIAL Page 220 of 253