2008-08-28
Regular August Term
Held August 28,2008
COUNTY OF CALHOUN
~
~
~
THE STATE OF TEXAS
BE IT REMEMBERED, that on this 28th day of August, A.D., 2008 there was begun and holden
in the Commissioners' Courtroom in the County Courthouse in the City of Port Lavaca, said
County and State, at 10:00 A.M., a Regular Term of the Commissioners' Court within said County
and State, and there were present on this date the following members of the Court, to-wit:
Michael J. Pfeifer
Roger C. Galvan
Vern Lyssy
Neil E. Fritsch
Kenneth W. Finster
Wendy Marvin
County Judge
Commissioner, Precinct 1
Commissioner, Precinct 2
Commissioner, Precinct 3
Commissioner, Precinct 4
Deputy County Clerk
Thereupon the following proceedings were had:
Commissioner Galvan gave the Invocation and Commissioner Finster led the Pledge to the United
States Flag and Commissioner Fritsch led the Pledge to the Texas Flag.
PUBLIC DISCUSSION:
Mr. Dennis Loren from Indianola Beach approached the Court in regards to the speeding problem
going on in his area. Mr. Loren has owned his property at Indianola for 21 years and has been a
permanent resident for the last 3 years. He stated that the speeding problem has developed
since the growth of the Indianola Fishing Center. A group of residents presented a Petition on
August 4,2008 to Commissioner Galvan, Judge Pfeifer and Sheriff Browning. He read several
letters from residents that were unable to attend the meeting, they all wish for some traffic
control in the area and also speed limit signs, and maybe speed bumps. After a lengthy
discussion Commissioner Galvan requested to Dennis that they have a meeting in regards to this
issue.
MEMORIAL MEDICAL CENTER - MONTHLY FINANCIAL REPORT:'
Rhett Fricke, Chief Financial Officer presented the Memorial Medical Center Monthly Financial
Report for the month of July 2008.
MEMORIAL
~EQICf\~ f8J' Q~~T~E.
815 N. Virginia St., Port Lavaca, Texas 77979 (361) 552-6713
CFO REPORT
AUGUST 2008
, '
CASH:
MMC has a YTD net increase in cash and cash equivalents of $220,352.
RECEIVABLES:
Gross patient aCCounts receivable decreased $49,500. The decrease is primarily due a
tremendous effort put forth by everyone at MMC, especially the business office. Through the
business office's persistence, Medicare and Medicaid did release payments for some of the
claims they have been holding, as noted in prior reports. However, Medicare and Medicaid
continue to delay claim processing and deny other claims in an effort to delay payment to MMC
due to their underfunding. The patient accounts receivable is an area MMC will continuously
monitor to ensure timely and accurate billing and claims processing.
The days of revenue in gross patient accounts receivable for July are 51.60. This is a decrease of
1.81 days from June.
CURRENT LIABILITIES:
Current liabilities decreased $460,509 from the previous month. This was primarily due to the
timing of an accounts payable check nm which fell on the final day of the month.
CURRENT RATIO:
The current ratio, with indigent care cash/unearned revenue, on July 31st was 3.54. Without
indigent care cash/unearned revenue, the current ratio was 4.30.
REVENUES:
MMC saw its seventh consecutive month with gross patient revenues greater than $4 million.
Gross patient revenues for July were $4,274,102. Additionally, this is $533,822 or 14.27%
greater revenues than July 2007 and $4,231,369 or 16.77% greater year to date gross patient
revenues than the same period in 2007.
EXPENSES:
Total operating expenses for July were $1,887,338.
NET:
For the month of July, there was a gain of $195,547 prior to depreciation expense. Subsequent to
depreciation expense, MMC recorded a total increase to net assets of $119,346 for the month. This
brings the total increase to net assets year to date to $362,716.
OTHER:
When reviewing the operating statement, please keep in mind the budget figures do not include the two
, most recent budget amendments passed by the MMC Board of Directors. I reserved amending the
budget in MMC's information system until the Calhoun County Commissioners Court approves the
budget amendments. The Commissioners Court is slated to have budget hearings on both amendments
August 28,2008.
Respectfully submitted,
r-.. .""'.
/.-'--'--d- (.
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Rhett D. Fricke
Chief Financial Officer
MEMORIAL MEDICAL CENTER
GRAPHIC PROFIT AND LOSS STATEMENT
INPATIENT REVENUE 2007-2008 OUTPATIENT REVENUE 2007-2008
$1,600,000 $3,500,000
$1,400,000 $3,000,000
III $1,200,000 III $2,500,000
ct: $1,000,000 ct: $2,000,000
<( $800,000 :3
-' $1,500,000
-' $600,000 -'
0 0 $1,000,000
0 $400,000 0
$200,000 $500,000
$0 $0
~ " ~~ "''t <l'f'.. 1-ot- ~ " ~~ "''t <l'f'.. 1-ot-
MONTH MONTH
. 2007 -- 2008 I "" 2007 -- 2008 I
REVENUE DEDUCTIONS 2007-2008 OTHER REVENUE 2007-2008
$3,000,000 $100,1l00
$2,500,000 $90,000
$80,000
III $2,000,000 III $70,000
ct: ct: $60,000
:3 $1,500,000 :3 $50,000
-' .J $40,000
0 $1,000,000 0 $3(),000
0 0
$500,000 $2b,OOO
$10,000
$0 $0
~ " ~~ "''t <l'f'.. 1-ot- ~ " ~~ "''t <l'f'.. 1-ot-
MONTH MONTH
2007 -- 2008 I I .,.~ .., 2007 -- 2008 I
OPERATING EXPENSE 2007-2008 NON-OPERATING EXPENSE 2007-2008
$2,500,000 $500,000
$2,000,000 $400,000
III $300,000
ct: $1,500,000 III $200,000
:3 ct:
-' $1,000,000 :3 $100,000
0 -' $0
0 0
$500,000 c ($100,000)
$0 ($200,000)
~ " ~~ "'t <l'f'.. 1-ot- ($300,000)
MONTH MONTH
.. 2007 -- 2008 I +. 2007 -- 2008 I
NET GAIN(LOSS) 2007-2008 REVENUE & EXPENSE 2007-2008
$200,000 $2,500,000
$150,000 $2,250,000
$100,000 III $2,000,000
ct:
III $50,000 :3 $1,750,000
ct:
:3 $0 -'
0 $1,500,000
.J ($50,000) 0
0 $1,250,000
0 ($100,000)
$1,000,000
($150,000) "'''q'06 -l(,"'O6 .\".0-0" "'Oq'O,> -110">0,> .l'eAO,>
($200,000)
MONTH MONTH
. ,~.. 2007 -- 2008 I ' +, REVENUES __ EXPENSESl
MEMORIAL MEDICAL CENTER
GRAPHIC BALANCE SHEET
CASH 2007-2008 ACCOUNTS RECEIVABLE 2007-2008
$5,000,000 $5,000,000
$4,500,000 $4,500,000
$4,000,000 $4,000,000
III $3,500,000 '" $3,500,000
0:: $3,000,000 0:: $3,000,000
c( $2,500,000 c( $2,500,000
...J ...J
...J $2,000,000 ...J $2,000,000
0 $1,500,000 0 $1,500,000
c $1,000,000 c $1,000,000
$500,000 $500,000
$0 $0
~ ~ "")- "~ "<<-.. "'0" ,..~ ~",,,, ~ ~ /' it ~ i' .,<J rf ~.." <i'''
MONTH MONTH
2007 -- 2008 I ,+-- 2007 -- 20081
INVENTORIES 2007-2008 PREPAID EX~ENSES 2007-2008
$700,000 $400,000
$600,000 $350,000
$500,000 $300,000
'" III $250,000
0:: $400,000 0::
c( c( $200,000
...J $300,000 ...J
...J ...J $150,000
0 0
c $200,000 c $100,000
$100,000 $50,000
$0 $0
~ ~ "")- "~ "'<'"", "'0" ~ "<>.. ~ ~ "r.,)- ""","~ "'''G' "<0",0<,)- "'0" 0<,"<,
MONTH MONTH
2007 -- 2008 I ," . 2007 -- 2008 I
PLANT AND EQUIPMENT 2007-2008 CURRENT LIABILITIES 2007-2008
$6,000,000 $4,000,000
$5,000,000 $3,500,000
$3,000,000
III $4,000,000 III $2,500,000
0:: 0::
c( $3,000,000 c( $2,000,000
...J ...J
...J ...J $1,500,000
0 $2,000,000 0
c c $1,000,000
$1,000,000 $500,000
$0 $0
~ ""~ "")- "~ "'<,"", "'0" ~ ~ "")- "~ "".. "'0"
MONTH MONTH
2007 -- 2008 I ,'" '2007 -- 2008 I
LONG-TERM LIABILITIES 2007-2008 FUND BALANCES 2007-2008
$600,000
$500,000 $9,700,000
$9,600,000
III $400,000 $9,500,000
0:: III $9,400,000
c( $300,000 0:: $9,300,000
...J c(
...J ...J $9,200,000
0 $200,000 ...J $9,100,000
c 0
$100,000 c $9,000,000
$8,900,000
$0 $8,800,000
~ ~ "'..,)- "~ "<0.. 1fot.- "'", ~ 1t,)- "'t 1S'~A:l "'0"
MONTH MONTH
I 2007 -- 2008 I 2007 -- 20081
Memorial Medical Center
Statement of Cash Flows
For Period January 1,2008 To
July 31, 2008
Cash flows from operating activities
Cash received from patients and third-party payors
Cash paid to suppliers
Cash paid to employees
Cash paid for employee benefits and payroll taxes
Net cash provided by (used in) operating activities
$13,297,107
($6,120,624)
($5,086,800)
($1,727,664)
$362,019
Cash flows from investing activities
Investment earnings
Purchase of Investments
Net cash provided by (used in) capital and related financing activities
$58,806
(319,246)
($260,440)
Cash flows from noncapital financing activities
Noncapital grants and contributions
Net cash provided by (used in) noncapital financing activities
$118,773
$118,773
Net increase (decrease in) cash and cash equivalents
Cash balance, beginning of year
$220,352
3,001,968
Cash balance, End of Current Month
$3,222,320
Reconciliation of Operating Income to Net Cash
Provided By Operating Activities
Operating Income (Loss)
Adjustments to Reconcile Operating Income to Net Cash
Provided by Operating Activities
Depreciation
Income from investing
Change in Assets and Liabilities
Decrease (Increase) in receivables
Decrease (Increase) in Other Assets
Increase (Decrease) in accounts payable and accrued expenses
Increase (Decrease) in third-party payor settlements
Total Adjustments
$362,716
613,073
($58,806)
($485,860)
($136,516)
$67,412
$0
($697)
Net Cash Provided (Used) by Operating Activities
$362,019
1
MEMORIAL MEDICAL CENTER
PORT LA V ACA, TEXAS
PHYSICIAN'S ANAL YSIS REPORT
JULY 31, 2008
YTD YTD YTD
REVENUE CONTRACTUAL WRITE-OFF NET REVENUE
NAME MONTH YTn AMOUNT AMOUNT GENERATED PERCENT
WILLIAM, G,A. 157,754.27 995,980,80 68,619.42 69,718,66 857,642.72 86%
UN, M.S, 181,140.63 1,363,791.15 429,969.20 95,465,38 838,356,57 61%
WRIGHT 101,494.65 594,602,57 131,631.95 . 41,622.18 421,348.44 71%
MCFARLAND, T.R. 255,373,52 2,241,518,65 428,267,64 156,906.31 1,656,344,71 74%
GRIFFIN, JEANNINE 24,880.94 130,300.53 734.93 9,121.04 120,444,56 92%
BUNNELL, D.P, 321,214.35 2,393,895,75 1,062,995,84 167,572.70 1,163,327.21 49%
NIRA TSUW AN 200,748,29 1,157,908.41 297,147.08 81,053.59 779,707.74 67%
ARROYO-DlAZ, R, 264,648.09 1,549,993,66 506,925,05 108,499,56 934,569,05 60%
CROWLEY, W 446,637,52 2,567,495,97 627,794.62 179,724.72 1,759,976.64 69%
CUMMINS, M, 35,264,92 234,305.30 21,020.36 16,401.37 196,883.57 84%
RUPLEY, M. 14,477.13 93,231.75 8,539,78 6,526,22 78,165,74 84%
LEE,J 144,826.42 1,203,548.15 249,166,60 84,248,37 870,133,18 72%
LE, NHI 51,431.92 453,621.42 78,276.00 31,753.50 343,591.92 76%
SHAFFER, C. 57,176.23 482,568,37 138,290,50 33,779.79 310,498.08 64%
STEINBERG, R. 26,220,90 100,137.31 15,019,13 7,009,61 78,108.57 78%
RAMOS LABORATORY 4,812,93 30,476,06 0,00 2,133,32 28,342.74 93%
VISITING PHYSICIANS 688,335,56 4,417,309.26 416,168.33 309,211.65 3,691,929.28 84%
ER PHYSICIANS 1,099,181.42 7,754,394,97 1,176,783.80 542,807.65 6,034,803.52 78%
NO LOCAL PHYSICIAN 99.34 12,539,79 2,592,38 877,79 9,069,63 72%
OTHER 198,383,16 1,680,116,65 260,834,83 222,559,65 1,196,722.17 71%
TOTAL 4,274,102,21 29,457,736.54 5,920,777.44 2,166,993,04 21,369,966,05 73%
2
MEMORIAL MEDICAL CENTER
BALANCE SHEET
AS OF: 07/31/08
THIS YEAR
07/31/08
LAST YEAR
07/31/07
LAST MONTH
06/30/08
CURRENT ASSETS
CASH
OPERATING FUND 1,283,026,17 795,573,90 1,051,451. 02
CERTIFICATE OF DEPOSIT 1,900,000.00 1,900,000.00 2,400,000.00
IMPREST CASH ACCOUNT 5,000,00 5,000,00 5,000,00
PETTY CASH 625,00 625.00 625.00
MMP BOND PROCEEDS .00 ,00 ,00
MEMORIAL 18,776,97 18,253.71 18,748,07
RESTRICTED DONATION 14,892,33 14,516,95 14,909,01
MMP BOND SINKING FUND/INTEREST ,00 36,21 36.21
----------~---- --------------- ---------------
TOTAL CASH, .. , . , .. , . ' .. , , , .. . , , , .. , .. . " 3,222,320,47 2,734,005.77 3,490,769,31
ACCOUNTS RECEIVABLE
PATIENT ACCOUNTS RECEIVABLE 7,150,145,99 5,276,842.52 7,199,645,95
ALLOWANCE FOR BAD DEBT (3,715,714,48) (2,138,046,63) (3,744,412,61)
PLAZA SPECIALTY CLINICS RECEIVABL ,00 420,20 ,00
MISC ACCOUNTS RECEIVABLE 297,579,87 189,620.19 406,576.23
THIRD PARTY RECEIVABLE 555,972.00 947,469.31 555,972,00
TIF GRANT .00 .00 ,00
--------------- --------------- ---------------
TOTAL ACCOUNTS RECEIVABLE"., .", 4,287,983,38 4,276,305,59 4,417,781.57
INVENTORIES
RADIOLOGY--FILM 1,276,97 2,406,72 3,133,55
LABORATORY 112,999,87 90,788,80 117,444,42
CENTRAL SUPPLY 82,161.66 91,009,14 78,665.']0
SURGERY 132,399,94 106,135,57 141,105,90
DIETARY 12,055,53 9,661.73 8,845,73
MAINTENANCE 8,067,78 8,443,72 6,466,89
PHARMACY 201,185,50 201,482,37 203,747,54
- - - - - - - - - - - - - -- --------------- ---------------
TOTAL INVENTORY..,." "..,.'...., , 550,147,25 509,928,05 559,409,73
PREPAID EXPENSES
PREPAID INSURl,NCE 46,825,78 13,269,37 30,638,02
PREPAID EXPENSES 116,038,21 136,474,92 29,381:98
-------.------- --------------- ---------------
TOTAL PREPAID EXPENSES""".""""" 162,863,99 149,744,29 60,020,00
TOTAL CURRENT ASSETS""",.",.. 8,223,315.09 7,669,983.70 8,527,980,61
--------------- --------------- ---------------
--------------- --------------- --------------.-
PROPERTY, PLM~T, & EQUIPMENT
LAND
BUILDINGS
FIXED EQUIPMENT
MAJOR MOVABLE EQUIPMENT
MEMORIAL MEDICAL PLAZA
REPORTABLE BOND ISSUARNCE COST
CONSTRUCTION IN PROGRESS ~
LESS: ACCUMULATED DEPRECIATION
TOTAL PROPERTY, PLANT, & EQUIP
32,142,60 32,142.60 32,142,60
8,938,599.87 8,930,984,87 8,938,599.87
3,286,527,41 3,278,527,41 3,286,527,41
10,131,864,19 9,639,480,24 10,092,320,24
900,501. 27 900,501. 27 900,501. 27
,00 ,00 ,00
,00 ,00 ,00
(19,594,648,06) (18,505,966,42) (19,518,44677)
- - - - - - - - - - - - - -- - - -.. - - - - - - - - - - - - - - - - - - - - - - - - --
3,694,987,28 4,275,669,97 3,731,644,62
3
TOTAL u~RESTRICTED ASSETS""""",.,
11,918,302,37
11 ,945,653,67
--------------- --------------- ---------------
--------------- --------------- ---------------
12,259,625,23
4
MEMORIAL MEDICAL CENTER
BALANCE SHEET
AS OF: 07/31/08
THIS YEAR
07/31/08
LAST YEAR
07/31/07
LAST MONTH
06/30/08
CL~RENT LIABILITIES
ACCOUNTS PAYABLE 376,034.08 395,439,23 666,121. 76
ACCRUED PAYABLES 144,055,80 100,611.49 94,538,08
ACCRUED PAYROLL 801,745.51 635,816,71 823,345,75
ACCRUED RETIREMENT 100,380,25 36,118.56 14,492.28
ACCRUED STATE SALES TAX 863,78 5.22 806,55
THIRD PARTY PAYABLES ,00 .00 ,00
RETENTION-CONSTRUCTION IN PROGRES .00 .00 ,00
UNEARNED INCOME INDIGENT HEALTH 533,020.43 806,483.52 797,434,03
ACCRUED VACATION/HOLIDAY/SICK 336,496,45 336,496.45 336,496.45
CAPITAL LEASES OBLIGATION 29,872.59 244,064.51 49,744,17
MMP BONDS ,00 .00 ,00
REPORTABLE BOND DISCOUNT ,00 ,00 ,00
HOSP OBLIGATION FOR BONDS ,00 .00 ,00
-----~--------- --------------- ---------------
TOTAL CURRENT LIABILITIES, , , . , , .,..... ., 2,322,468,89 2,555,035,69 2,782,979.07
LONG TERM LIABILITIES
M~lP BONDS
LONG TERM LEASE
.00
,00
TOTAL LONG TERM LIABILITIES,.."
,00
TOTAL LIABILITIES, , , . . , , , , . , , , , . ' . . . , , . ,
2,322,468,89
--------------- --------------- ---------------
--------------- --------~------ -----------~---
2,782,979,07
RETAINED EARNINGS
GENERAL FUND BALANCES
YEAR-TO-DATE GAIN/LOSS
9,233,117,46
362,716,02
TOTAL GENERAL FL~D BALANCE". ,.""",.'
9,595,833.48
--------------- --------------- ---------------
--------------- --------------- ---------------
12,259,625,23
TOTAL m~RESTRICTED LIABILITIES,.""".,
11,918,302,37
--------------- --------------- ---------------
--------------- --------------- ---------------
RESTRICTED FUND ASSETS
I~EMORIAL FUND
FOR~10SA TRUST
,00
533,637,41
TOTAL RESTRICTED FUND ASSETS..."".""
53-3,637,41
--------------- --------------- ---------------
--------------- --------------- ---------------
533,637,11
RESTRICTED FUND LIABILITIES
RESTRICTED FUND BALANCE
FORMOSA TRUST BALANCE
.00
533,637.41
TOTAL RESTRICTED FUND LIAB. , .
533,637,41
,
--------------- --------------- ---------------
--------------- --------------- ---------------
533,637,41
,00
119,137,32
119,137.32
2,674,173.01
9,247,106.20
24,374,46
9,271,480,66
11,945,653.67
,00
533,637.41
533,637,41
,00
533,637,41
533,637.41
.00
,00
,00
9,233,276,50
243,369,66
9,476,646,16
,00
533,637,41
,00
533,637,41
5
MEMORIAL MEDICAL CENTER
OPERATING STATEMENT
For the 7 Months Ending
July 31, 2008
__________________m__ SINGLE MONTH
Current Budget
Prior Year
Current YTD
YEAR TO DATE
Budget YTD
Prior YTD
Operating Revenue
Inpatient Revenue:
Medicare 623,055 600,361 518,639 4,268,920 4,227,166 3.847,954
Medicaid 285,566 200,300 161,230 1,604,688 1,402,101 986,684
Other 364,242 327,166 321,720 2,944,944 2,342,430 2,139,062
TotallP Revenue 1,272,863 1,127,827 1,001,589 8,818,552 7,971,697 6,973,700
YTD IP Revenue Variance 846,855 I 1,844,852 1
Outpatient Revenue
Medicare 1,341,840 1,082,399 973,086 9,209,318 9,007,567 7,132,246
Medicaid 220,989 203,619 95,879 1,628,332 1,871,486 800,131
Other 1,438,410 931,255 1,669,726 9,801,535 8,040,969 10,320,291
Total OP Revenue 3,001,239 2,217,273 2,738,691 20,639,185 18,920,022 18,252,668
YTD OP Revenue Variance 1,719,1631 2,386,517 I
Total Operating Revenue 4,274,102 3,345,100 3,740,280 29,457,737 26,891,719 25,226,368
YTD Total Revenue Variance 2,566,0181 4,231.3691
Revenue Deductions
Medicare Cont. Adj. W42,BOlil (902,Oi 2) (1.139,9(5) {8,O67,8(7) (8/3B9,16t)} (7,18LU351i
Medicare Pass-thru 20,916 25,000 34,564 190,326 175,000 315,661
Medicaid Cont. Adj. (314.430) (199,191) (274,928) (2,21f5,lG()j ('1 ,598! 7(7) {1 J532,fi76j
Indigent/Charity Cont. Adj. (16eAn) ('144.142) (1jf),nOI (nE\~~;,,()O()) (1 "O~:~t3, 99 '1 i (7~~3~)/~ 1 J
Bad Debt Expense (3B1,384) ~2G5f12B} {2(3[}i7~)~?.) (2, 160,~)n3i {1,g"10,t'511} (1 r73G,()~~~3)
Other Deductions (4~~81289) (224,860) {3C2,57i3) tL,b92..814) {.~ ,890,02.b} (1 /348))~~2)
---
Total Rev Deductions (2,.224,419i (1,71(),3~~3) (2,Oe7 ,~j(8) {1!5..B37,5b4i { 14,H()~'},4nOf {'12/(1B'j ,B~32.)
Deducts as % of Oper Revenue 54.41%1 I 55.92%1 15T52%J
Payments as % of Oper Revenue 45.59%1 L 44,08%1 48.48% I
Other Revenue
Cafeteria Sales 10,443 8,333 9,4 76 67,008 58,334 60,704
Interest Income 8,950 7,083 20,976 58,636 49,583 69,076
Interest 23 0 56 170 0 201
Interest from Hosp Portion 0 0 0 0 0 0
Mall Rental 0 0 97 0 0 308
Miscellaneous Income 13,786 10,000 17,958 95,191 70,000 61,167
----~--
Total Other Revenue 33,202 25,417 48,563 221,005 177,917 191,456
Net Revenue 2,082,885 1,660,184 1.721,475 13,841,188 12,206,146 12,735,892
, I
6
MEMORIAL MEDICAL CENTER
OPERATING STATEMENT
For the 7 Months Ending
July 31, 2008
m____________m__m SINGLE MONTH -- ------------------------ --------- -------- -------- YEAR TO DATE -- --------------------
Current Budget Pri or Year Current YTD Budget YTD Prior YTD
Operating Expense
Salaries 742,741 744,898 738,422 5,170,450 5,428,193 4,953,393
Employee Benefits 272,081 280,749 219,153 1,792,291 1,943,904 1,587,234
Professional Fees 258,578 243,323 222,062 1,699,943 1,686,527 1,559,052
Plant Operation 60,891 70,489 56,620 348,977 493,423 372,578
Hospital General 5,084 12,481 (1 2,B3H! 168,558 223,870 170,485
Other Operating Expenses 547,963 564,024 561,198 3,685,180 4,168,463 3,417,792
Total Operating Expense 1,887,338 1,915,964 1,784,617 12,865,399 13,944,380 12,060,534
'1 ')78 g81'1 804,865 I
\ ,I...; f"..J
Net Operating Gainf(Loss) 195,547 (2llEi,780) (63,142) 975,789 (1,738,234) 675,358
Non-Operating Expense
Depreciation 76,201 91,667 92,366 613,073 641,667 650,983
Cost Report Settlement 0 0 0 0 0 0
Contribution to County 0 0 0 0 0 0
------
Total Non-Operating Expense 76,201 91,667 92,366 613,073 641,667 650,983
Total Operating Gainf(Loss) 119,346 (347,44/) {1 bb/~)OB} 362,716 (2,iP9,901) 24,375
County Subsidy 0 0 0 0 0 0
Net Gainf(Loss} after Subsidy 119,346 {~j4 '7 ,441; {1 ~)b/f)OH} 362,716 (2,:379,901) 24,375
------.--- -'--'--"---
-----.-.-.---- '".---.----.-----..
7
MEMORIAL MEDICAL CENTER
PATIENT ACCOUNT RECEIVABLE
JULY 31, 2008
AGED TRIAL BALANCE:
FINANCIAL CLASS < 30 31 > 60 61 > 90 91 > 120 > 121 TOTAL
MEDICARE $ 1,419,586 240,821 83,741 . 104,990 332,975 2,182,112
% 65% 11% 4% 5% 15% 31%
MEDICAID $ 366,537 98,091 93,922 39,713 45,833 644,096
% 57% 15% 15% 6% 7% 9%
BCBS $ 366,584 256.135 104,983 57,209 128,013 912,924
% 40% 28% 12% 6% 14% 13%
COMMERCIAL $ 583,122 238,913 179,130 211,621 415,220 1,628,006
% 36% 15% 11% 13% 26% 23%
PRIVATE $ 267.723 400,053 326,812 300,393 488,027 1,783,009
% 15% 22% 18% 17% 27% 25%
TOTAL $ 3,003,552 1,234,012 788,589 713,925 1,410,068 7,150,146
% 42% 17% 11% 10% 20% 100%
NOTE -- Amounts and percentages may sum to '+' or '-' 1 and 1 % of the total or 100%, respectively, of their particular
category due to rounding.
AVERAGE DAYS IN PATIENT ACCOUNTS RECEIVABLE:
JUNE JULY
GROSS
53.41
51,60
8
MEMORIAL MEDICAL CENTER
PATIENT STATISTICS
JULY 2008
THIS MONTH THIS YEAR LAST YEAR
THIS MONTH LAST YEAR TO DATE TO DATE
PATIENTS ADMITTED 129 111 901 816
ADMISSIONS FROM ER 47 24 243 188
AVERAGE LENGTH OF STAY 3.77 3,86 3,82 3,62
PATIENT DAYS OF SERVICE 486 429 3,439 2{956
PERCENT OF OCCUPANCY* 62.71 % 55.35% 64.58 % 55,77%
AVERAGE DAILY CENSUS 15.68 13.84 16,15 13,94
MAXIMUM ON ANY ONE DAY 21 20 23 25
MINIMUM ON ANY ONE DAY 8 9 5 5
ADJUSTED PATIENT DAYS 1 {632 1,602 11,501 10,677
SWING BED ADMISSIONS 5 1 29 12
SWING BED DAYS 17 1 254 80
ICU PATIENTS ADMITTED 32 27 214 182
ICU PATIENT DAYS 85 56 539 454
OB'S ADMITTED 11 16 102 94
OB DAYS OF SERVICE 44 59 256 226
PEDIATRIC ADMISSIONS 2 0 10 16
PEDIA TRIC DAYS OF SERVICE 4 0 41 31
NEWBORNS FOR MONTH 8 10 83 67
AVERAGE LENGTH OF STAY 3,63 1.60 2.39 2,03
DA YS OF SERVICE 29 16 198 136
MEDICARE PATIENTS ADMITTED 59 63 442 418
AVERAGE LENGTH OF STAY 4.83 3,84 4,50 4,39
DA YS OF SERVICE 285 242 1,990 1,835
MEDICAID PATIENTS ADMITTED 18 17 148 125
DA YS OF SERVICE 85 64 444 344
DEATHS 3 3 33 31
AUTOPSIES 0 0 0 1
SURGERY:
INPA TIENT PROCEDURES 15 11 111 69
OUTPA TIENT PROCEDURES 100 101 530 593
CESAREAN SECTIONS ** 6 0 31 14
TOT ALS 121 112 672 676
*Based on 25 beds
9
THIS MONTH THIS YEAR LAST YEAR
THIS MONTH LAST YEAR TO DATE TO DATE
OUTPATIENT VISITS 1,247 1,310 9,027 8,921
EMERGENCY ROOM VISITS 908 822 4,493 5,894
TOTALS 2,155 2,132 13,520 14,815
LABORA TORY:
INPA TIENT PROCEDURES 6,771 6,222 44,166 33,261
OUTPATIENT PROCEDURES 22,407 19,941 151,052 116,241
TOTALS 29,178 26,163 195,2:18 149,502
RADIOLOGY:
INPA TIENT PROCEDURES 105 80 752 743
OUTPA TIENT PROCEDURES 806 853 6,296 5,843
BONE DENSITY 10 28 129 195
NUCLEAR MEDICINE 105 87 677 458
UL TRASOUNDS 204 170 1,200 1,097
CT SCANS 243 252 1,783 1,616
MAMMOGRAPHY 102 108 625 758
MRI 121 125 754 816
TOTALS 1,696 1,703 12,216 11,526
PHARMACY:
IV SOLUTIONS DISPENSED 1,521 1,233 10,216 8,027
DRUGS DISPENSED 12,362 9,252 82,649 74,328
HIGH COST DRUGS DISPENSED 1,695 1,432 13,601 13,561
TOT ALS 15,578 11,917 106,466 95,916
RESPIRATORY THERAPY:
INPA TIENT PROCEDURES 1,252 996 10,323 9,591
OUTPATIENT PROCEDURES 440 422 3,627 3,443
STRESS TESTS 8 5 35 45
EKGS 218 202 1 ,444 1,410
EEGS 1 4 15 23
TOT ALS 1,919 1,629 1 5,444 14,512
PHYSICAL THERAPY:
INPA TIENT PROCEDURES 349 269 2,724 1,721
OUTPATIENT PROCEDURES 1,413 1,618 9,460 12,069
HOME HEALTH VISITS 126 138 858 825
TOTALS 1,888 2,025 13,042 14,615
10
THIS MONTH THIS YEAR LAST YEAR
THIS MONTH LAST YEAR TO DATE TO DATE
HOME HEALTH CARE:
MEDICARE VISITS 672 695 4,580 5,107
OTHER VISITS 53 41 437 153
ST ISS 0 4 4 5
TOTALS 725 740 5,021 5,265
DIETARY:
MEALS SERVED TO PATIENTS
MEALS SERVED IN CAFETERIA
TOTALS
DIETITIAN CONSULTS
1,640
4,271
5,911
1,309
3,756
5,065
11,688
26,676
38,364
9,154
23,744
32,898
COST PER PATIENT DAY WIO DEPR 3,883.41 4,159.95 3,741.03 4,080,02
INCOME PER PATIENT DAY 4,285,77 4,012.77 4,024.77 4,308.49
BREAKEVEN WIO DEPRECIATION 14.69 14,33 15,69 13,16
AVERAGE DAILY CENSUS 15,68 13.84 16.15 13,94
PATIENTS ABOVE I BELOW BREAKEVEN 0.99 (0.49) 0.46 0,78
COST PER ADJ. PT, DAY WIO DEP, 1,156.51 1,113,97 1,'118,63 1,129,58
INCOME PER ADJ. PT, DAY 1,2.76,34 1,074,56 1,203.48 1,192..83
11
MEMORIAL MEDICAL CENTER
DEPAR1}lENTAL INCOME STATEMENT
FOR THE 7 MONTHS ENDING 07/31/08
--------- SIN G L E M 0 NTH ---------- ------------ YEA R TO D ATE ------------
ACTUAL BUDGET $ VARIANCE % VAR ACTUAL BUDGET $ VARIANCE % VAR
OB NURSING STATION
REVENUE
ROUTINE REVENUE 23,765.50 13,75LH 10,011.16 72,78 134,365.75 96,280,38 38,085,37 39,55
TOTAL REVENUE. 23,765,50 13,754.34 10,01l.16 72,78 134,365,75 96,280,38 38,085,37 39,55
EXPENSES
SALARIES 28,205,72 25,758,75 (2,446,97 ) (9,49) 260,360,22 180,311,25 (80,048,97) (44,39)
OTHER EXPENSES 54,736,93 24,947,08 (29,789,85) (119 ,41) 180,498,82 77,074,06 (103,424,76) (134,18)
TOTAL EXPENSES 82,942,65 50,705,83 (32,236,82) (63.57) 440,859.04 257,385.31 (183,473.73) (71.28)
-------------- -----.------- -----.-------- -------------- -------------- --------------
NET GAIN/(WSS (59,177,15) (36,951. 49) (22,225.66) (60,14) (306,493,29) (161,104,93) (145,388,36) (90,24)
MED/SURG NURSING STATION
REVENUE
ROUTINE REVENUE 182,070,00 180,066.66 2,003,34 1.11 1,372,435,00 1,305,104,62 67,330,38 5,15
TOTAL REVENUE. 182,070,00 180,066.66 2,003.34 1.11 1,372,435,00 1,305,104,62 67,330,38 5,15
EXPENSES
SALARIES 91,071.11 100,355.17 9,284.06 9,25 651,985.55 702,486,19 50,500.64 7,18
OTHER EXPENSES 54,936,80 65,126.60 10,189,80 15,64 210,351. 97 214,182,20 3,830.23 1,78
TOTAL EXPENSES 146,007,91 165,481. 77 19,473,86 11,76 862,337,52 916,668,39 54,330,87 5,92
-------------- ------------- -------------- ----------.--- -------------- -----------...-
NET GAIN/(1OSS 36,062,09 14,584,89 21,477.20 147,25 510,097,48 388,436.23 121,661. 25 31. 32
ICU NURSING STATION
REVENUE
INPATIENT REVENU 134,280.00 120,044.42 14,235.58 11,85 741, '770.00 840,310,94 (98,54094) (1172)
OUTPATIENT REVEN .00 ,00 ,00 .00 ,00 ,00 ,00 ,00
TOTAL REVENUE, i34,280,00 120,044.42 14,235,58 11. 85 741,770,00 840,310,94 (98,540,94) (11,72)
EXPENSES
SALARIES 59,263,52 52,959,16 (6,304.36) (11.90) 435,480,56 370,714,12 (64,766,44) (17 47)
OTHER EXPENSES 42,810,21 44,301. 67 1,491,46 3,36 149,950,79 158,563.69 8,612,90 5 43
TOTAL EXPENSES 102,073,73 97,260,83 (4,812,90) (4,94) 585,431. 35 529,277.81 (56,153.54) (10.60)
-------------- ------------- -------------- -------------- -------------- --------------
NET GAIN/ (LOS S 32,206,27 22,783,59 9,422,68 41,.35 156,338.65 311,033,13 (154,694,48) (49,73 )
NURSERY NURSING STATION
REVENUE
ROUTINE REVENUE 19,267,00 15,079,34 4,187,66 27,77 133,227,75 105,555,38 27,672,37 26,21
TOTAL REVENUE. 19,267,00 15,079,34 4,187,66 27,77 133,227,75 105,555,38 27,6'72,37 26.21
EXPENSES
SALARIES 12,048,23 10,464,50 (1,583.73) (15.13) 74,683,55 73,251. 50 (1,432,05) (1. 95)
OTHER EXPENSES 5,590,92 11,232,08 5,641.16 50,22 33,149,64 37,176,56 4,026.92 10.83
TOTAL EXPENSES 17,639,15 21,696,58 4,057,43 18,70 107,833,19 110,428,06 2,594,87 2,34
-------------- -----~------- -. - - - - - - - - - - - -- -------------- -------------- - - - - - - - - - - - - --
NET GAIN/(LOSS 1,627.85 (6,617.24) 8,245,09 124,60 25,394,56 (4,872,68) 30,267,24 621.16
12
MEMORIAL MEDICAL CENTER
DEPARTMENTAL INCOME STATEMENT
FOR THE 7 MONTHS ENDING 07/31/08
--------- SIN G L E M 0 NTH ---------- ------------ YEA R TO D ATE ------------
ACTUAL BUDGET $ VARIlu'lCE % VAR ACTUAL BUDGET $ VARIANCE % VAR
SURGERY AND RECOVERY ROOM
REVENUE
INPATIENT REVENU 34,482,50 27,411.08 7,071.42 25,79 269,894.75 191,877.56 78,017,19 40,65
OUTPATIENT REVEN 126,910,75 111,768,84 15,141.91 13,54 776,659,00 791,381. 88 (14,722,88) (1.86)
TOTAL REVENUE. 161,393,25 139,179,92 22,213,33 15,96 1,046,553.75 983,259,44 63,294,31 6,43
EXPENSES
SALARIES 49,212.16 58,179,49 8, 967 , 33 15,41 349,136.56 407,256,43 58,119.87 14,27
LEASE AND RENTAL 926,37 715,17 (211.20) (29.53) 4,808,04 5,006,19 198,15 3,95
OTHER EXPENSES 56,934,78 55,935.60 (999,18) (1.78) 250,005,68 268,279.20 18,273.52 6.81
TOTAL EXPENSES 107,073,31 114,830.26 7,756.95 6,75 603,950,28 680,541. 82 76,591.54 11 ,25
-------------- ------------- -------------- -------------- -------------- --------------
NET GAIN/(LOSB 54,319,94 24,349,66 29,970,28 123,08 442,603.47 302,717,62 139,885,85 46,21
SvHNG BED
REVENUE
ROUTINE REVENUE 3,145,00 2,768,51 376,49 13.59 45,880,00 19,379,57 26,500.43 136,74
TOTAL REVENUE, 3,145.00 2,768,51 376,49 13,59 45,880.00 19,379,57 26,500.43 136.74
EXPENSES
SALARIES .00 ,00 ,00 .00 .00 .00 .00 ,00
OTHER EXPENSES ,00 ,00 ,00 ,00 48,01 ,00 (48,01) ,00
TOTAL EXPENSES ,00 .00 .00 ,00 48,01 ,00 (48,01) ,00
-------------- ------------- -------------- -------------- -------------- - - - - - - - - - - - - --
NET GAIN/REVEN 3,145,00 2,768,51 376,49 13 , 59 45,831. 99 19,379,57 26,452,42 136.49
OBSERVATION REVENUE
REVENUE
INPATIENT REVENU .00 2,879.25 (2,879.25) (100.00) ,00 20,154,75 (20,154. 75) (100,00)
OUTPATIENT REVEN 5,605,00 1,365,00 4,240,00 310,62 26,710,00 9,555,00 17,155,00 179.53
TOTAL REVENUE, 5,605,00 4,244,25 1,360,75 32.06 26,710.00 29,709,75 (2,999,75) (10,09)
LABOR AND DELIVERY
REVENUE
INPATIENT REVENU 45,942,25 45,593,09 349,16 .76 427,539,50 319,151.63 108,387,87 33,96
OUTPATIENT REVEN 11,600,25 8,294.11 3,305,84 39,85 87,582,00 58,060,87 29,521.13 50,84
TOTAL REVENUE, 57,542,50 53,887,50 3,655,00 6.78 515,121.50 377,212,50 137,909,00 36,56
EXPENSES
SALARIES 2,371,74 8,333,33 5,961.59 71.53 27,231,36 58,333,31 31,101.95 53,31
OTHER EXPENSES 2,391.15 5,603,16 3,212,01 57,32 10,644,79 29,694.,12 19,049,33 64 15
TOTAL EXPENSES 4,762.89 13,936,49 9,173,60 65,82 37,876,15 88,027,43 50,151.28 56,97
-------------- ------------- -------------- -------------- -------------- --------------
NET GAIN! (LOSS 52,779,61 39,951.01 12,828,60 32.11 477,245.35 289,185.07 188,060,28 65,03
13
i'IE~IORIAL MEDICAL CENTER
DEPARTMENTAL INCOME STATEMENT
FOR THE 7 MONTHS ENDING 07/31/08
--------- SIN G L E M 0 NTH ---------- ------------ YEA R TO D ATE ------------
ACTUAL BUDGET $ VARIANCE % VAR ACTUAL BUDGET $ VARIANCE % VI'""
CENTRAL SUPPLY
REVENUE
INPATIENT REVENU 14,627,50 20,097,34 (5,469,84) (27,21) 96,743,75 140,681. 38 (43,937,63) (31.23 )
OUTPATIENT REVEN 10,774,00 8,681.33 2,092~67 24.10 76,136,75 60,769,31 15,367.44 25.28
TOTAL REVENUE. 25,401.50 28,778.67 (3,377,17) (1l,73) 172,880,50 201,450,69 (28,570,19) (14,18)
EXPENSES
SALARIES 1,902,56 1,885,16 (17.40) (,92) 14,581. 57 13,196,12 (1,385.45) (10,49)
OTHER EXPENSES 13,001. 24 18,488,42 5,487.18 29,67 87,896,64 124,006,94 36,llO,30 29,11
TOTAL EXPENSES 14,903.80 20,373.58 5,469.78 26.84 102,478.21 137,203.06 34,724,85 25.30
-------------- ------------- -------------- -------------- -------------- --------------
NET GAIN/(LOSS 10,497.70 8,405,09 2,092,61 24.89 70,402.29 64,247,63 6,154,66 9,57
PHARMACY AND IV THERAPY
REVENUE
INPATIENT REVENU 254,048,00 236,347,25 17,700.75 7.48 1,836,130,12 1,674,430,75 161,699,37 9,65
OUTPATIENT REVEN 135,583,50 153,088.01 (17,504.51) (11,43) 1,086,290,55 1,081,616.07 4,674,48 ,43
TOTAL REVENUE, 389,631. 50 389,435.26 196.24 .05 2,922,420,67 2,756,046,82 166,373,85 6,03
EXPENSES
SALARIES 11, ll7 , 90 13,519,00 2,401.10 17.76 70,762.97 94,633,00 23,870.03 25.22
PROFESSIONAL FEE 16,458,34 9,167,00 (7,291.34) (79,53) ll3,385,40 64,169,00 (49,216,40) (76,69)
EXPENSES 60,204,21 73,056,43 12,852,22 17 .59 390,281. 87 486,813,01 96,531.14 19.82
TOTAL EXPENSES 87,780,45 95,742,43 7,961.98 8,31 574,430.24 645,615,01 71,184,77 11,02
-------------- ------------- -------------- -------..------ -------------- --------------
NET GAIN/(LOSS 301,851. 05 293,692,83 8,158,22 2,77 2,347,990,43 2,110,431.81 237,558,62 11,25
eHF INFUSION THERAPY
REVENUE
INPATIENT REVENU ,00 ,00 ,00 ,00 ,00 .00 ,00 ,00
OUTPATIENT REVEN ,00 ,00 ,00 ,00 ,00 ,00 ,00 ,00
TOTAL REVENUE, ,00 ,00 ,00 ,00 ,00 .00 ,00 .00
EXPENSES
SALARIES ,00 .00 .00 ,00 .00 ,00 .00 00
OTHER EXPENSES ,00 Or, ,00 ,00 ,00 ,00 ,00 ,00
' v
TOTAL EXPENSES .00 .00 ,00 ,00 00 .00 ,00 ,00
- - - - - - - - - - - - -- - - - - - - - - - - -.-- -------------- - - - - - - - - - - - - -- --------------
NET GAIN/(LOSS .00 ,00 ,00 .00 ,00 ,00 ,00 ,00
14
MEMORIAL MEDICAL CENTER
DEPARTMENTAL INCOME STATEMENT
FOR THE 7 MONTHS ENDING 07/31/08
--------- SIN G L E M 0 NTH ---------- ------------ YEA R TO D ATE ------------
ACTUAL BUDGET $ VARIANCE % VAR ACTUAL BUDGET $ VARIANCE % VAR
EMERGENCY ROOM
REVENUE
INPATIENT REVENU 44,943.50 25,113.25 19,830.25 78,96 223,142,25 175,792,75 47,349,50 26,93
OUTPATIENT REVEN 339,031. 50 280,170.33 58,861.17 21. 00 2,489,377,75 2,030,846,78 458,530,97 22.57
TOTAL REVENUE. 383,975.00 305,283,58 78,691.42 25,77 2,712,520.00 2,206,639,53 505,880.47 22.92
EXPENSES
SALARIES 89,481.15 82,627,41 ('6,853,74) (8,29) 581,790,65 578,391. 87 (3,398,78) ( , 58)
PROFESSIONAL FEE 85,419,11 87,899,33 2,480.22 2,82 584,328,47 615,295,31 30,966,84 5.03
LEASE & RENTAL 1,640.11 2,822.67 1,182.56 41.89 14,138.75 19,758,69 5,619,94 28.44
OTHER EXPENSES 42,779.78 59,582,82 16,803,04 28.20 150,247,85 212,689.74 62,441.89 29,35
TOTAL EXPENSES 219,320,15 232,932,23 13,612,08 5,84 1,330,505,72 1,426,135.61 95,629,89 6,70
-------------- -~~---------- -------------- -------------- -------------- --------------
NET GAIN/(LOSS 164,654.85 72,351. 35 92,303,50 127,57 1,382,014.28 780,503,92 601,510,36 77,06
ER PHYSICIANS
REVENUE
INPATIENT REVENU 28,259,75 14,277,42 13,982.33 97,93 140,778,75 99,941. 94 40,836,81 40,86
OUTPATIENT REVEN 243,740.75 197,023.51 46,717,24 23,71 1,631,512,75 1,442,212.09 189,300,66 13,12
TOTAL REVENUE, 272,000,50 211,300.93 60,699.57 28,72 1,772,291.50 1,542,154,03 230,137,47 14,92
EMERGENCY MEDICAL SERVICE
REVENUE
INPATIENT REVENU ,00 ,00 ,00 ,00 .00 ,00 ,00 ,00
OUTPATIENT REVEN .00 .00 .00 ,00 ,00 ,00 ,00 ,00
TOTAL REVENUE, ,00 ,00 ,00 ,00 ,00 .00 ,00 ,00
EXPENSES
SALARIES ,00 ,00 .00 ,00 ,00 ,00 ,00 ,00
LEASE & RENTAL ,00 ,00 ,00 ,00 ,00 ,00 .00 ,00
OTHER EXPENSES ,00 .00 .00 ,00 ,00 ,00 ,00 ,00
CITY SUBSIDY ,00 ,00 ,00 ,00 ,00 ,00 ,00 ,00
COUNTY SUBSIDY ,00 ,00 ,00 ,00 ,00 ,00 ,00 ,00
TOTAL EXPENSES ,00 ,00 ,00 ,00 ,00 ,00 ,00 ,00
-------------- ~------------ -------------- . _ _ _ M _ _ _ __ -------------- --------------
NET GAIN/ (LOSS ,00 ,00 ,00 ,00 ,00 ,00 .00 ,00
PROSTHETICS
REVENUE
INPATIENT REVENU .00 ,00 ,00 ,00 640,00 ,00 640,00 .00
INPATIENT REVENU ,00 135,50 (135,50) (10000) ,00 677,50 (677,50) (100,00)
TOTAL REVENUE ,00 135,50 (135,50) (100,00j 640.00 677,50 (37 50) (5,53 )
EXPENSES
OTHER EXPENSES ,00 100,00 100,00 100,00 583.00 700,00 117,00 16,71
. TOTAL EXPENSES ,00 100,00 100,00 100,00 583,00 700,00 117,00 16,71
LABORATORY & PATHOLOGY
REVENUE
INPATIENT REVENU 140,938,25 118,415.34 22,522,91 19,02 937,476,25 828,907,38 108,568,87 13.09
OUTPATIENT REV EN 442,127.21 370,911. 00 71,216,21 19,20 3,023,533,90 2,626,37700 397,156,90 15,12
TOTAL REVENUE 583,065,46 489,326,34 93,739.12 19.15 3,961,010,15 3,455,284,38 505,725,77 14,63
EXPENSES
SALARIES 50,332,02 53,076,08 2,744,06 5,17 324,119,17 371,532,56 47,413,39 12,76
LEASE & RENTAL 7,643,24 6,078,42 (1,564.82) (25 74 ) 22,690.37 42,548,94 19,858.57 46,67
OTHER EXPENSES 102,360.42 93,880,91 (8,479,51) (903) 534,864,13 525,766,37 (9,097,76) (1.73)
TOTAL EXPENSES 160,335,68 153,035,41 (7,300,27) (477) 881,673.67 939,847.87 58,174.20 6,18
-------------- - - - - - - - - - - - - - - - - - - - - - - - - - -- - - - - - - - - - - - - -- -------------- --------._----
15
-----------
NET GAIN/fLOSS
422,729,78
336,326,43
86,403.35
25,69
3,079,393,48
2,515,414,01
563,979,47
22,42
16
MEMORIAL MEDICAL CENTER
DEPARTMENTAL INCOME STATEMENT
FOR THE 7 MONTHS ENDING 07/31/08
--------- S I N G L E M 0 NTH ---------- ------------ YEA R TO D ATE ------------
ACTUAL BUDGET $ VARIANCE % VAR ACTUAL BUDGET $ VARIANCE % VAR
BLOOD BA1\J1(
REVENUE
INPATIENT REVENU 33,963,00 21,346,58 12,616,42 59.10 192,631. 50 156,964,66 35,666,84 22,72
OUTPATIENT REVEN 23,218,25 12,109,61 11,108,58 91. 73 122,442,00 84,767,69 37,674.31 44,44
TOTAL REVENUE, 57,181.25 33,456,25 23,725,00 70,91 315,073.50 241,732,35 73,341.15 30,33
EXPENSES
EXPENSES 17,177.28 17,235,67 58,39 ,33 92,132.68 84,649,69 (7,482.99) (8,83 )
TOTAL EXPENSES 17,177,28 17,235,67 58,39 ,33 92,132,68 84,649.69 (7,482,99) (8,83 )
--------.----- ------------. -------.------ -------------- -------------- --------------
NET GAIN/(LOSS 40,003,97 16,220,58 23,783,39 146.62 222,940,82 157,082,66 65,858,16 41.92
OCCUPATIONAL MEDICINE
REVENUE
INPATIENT REVENU ,00 ,00 ,00 ,00 ,00 ,00 ,00 ,00
OUTPATIENT REVEN ,00 ,00 ,00 ,00 ,00 ,00 ,00 .00
TOTAL REVENUE, ,00 ,00 .00 ,00 ,00 ,00 ,00 ,00
EXPENSES
PROFESSIONAL FEE ,00 ,00 .00 ,00 ,00 ,00 ,00 ,00
OTHER EXPENSES .00 ,00 ,00 ,00 ,00 .00 ,00 ,00
TOTAL EXPENSES ,00 ,00 .00 ,00 ,00 .00 ,00 ,00
-------------- ------------- -----------.-- - - - - - - - - - - - - -- - -", - - - - - - - - - -- - - - - - - - - - - - - --
NET GAIN/(LOSS ,00 ,00 ,00 ,00 ,00 ,00 ,00 ,00
SAFETY TESTING
REVENUE
OUTPATIENT REVEN ,00 ,00 ,00 ,00 ,00 ,00 .00 ,00
TOTAL REVENUE. ,00 ,00 ,00 ,00 ,00 ,00 ,00 .00
EXPENSES
SALARIES ,00 ,00 ,00 .00 ,00 ,00 ,00 ,00
OTHER EXPENSES ,00 ,00 ,00 ,00 ,00 ,00 ,00 .00
TOTAL EXPENSES ,00 ,00 .00 .00 ,00 .00 ,00 .00
-------------- ------------- -------------- - - - - - -.. - - - - - -- -------------- ----..--------..
NET GAIN/(1OSS ,00 ,00 ,00 ,00 ,00 ,00 .00 .00
ELECTROCARDIOLOGRAPHY (EKG)
REVENUE
INPATIENT REVENU 6,956.25 18,155,76 (11,199,51) (61.68) 97,984,00 127,090,32 (29,106,32) (22,90)
OUTPATIENT REVEN 31,473,25 49,444,59 (17,971,34) (36,34 i 258,078,25 346,112,13 (88,033,88) (25 43)
TOTAL REVENUE, 38,429,50 67,600,35 (29,170,85) (43,15 ) 356,062,25 473,202.45 (117,140,20) (24,75)
EXPENSES
EXPENSES 1,637,03 2,186,25 549,22 25.12 12,825.97 15,303,75 2,477,78 16.19
TOTAL EXPENSES 1,637,03 2,186,25 549,22 25,12 12,825,97 15,303,75 2,477,78 16.19
-------------- ------------- - - - - - - - - - - - - -- -------------- -------------- ----..---------
NET GAIN/{LOSS 36,792,47 65,414,10 (28,621. 63) (43.75 ) 343,236,28 457,898,70 (114,662,42) (25 04)
17
MEMORIAL MEDICAL CENTER
DEPARTMENTAL INCOME STATEMENT , I
FOR THE 7 MONTHS ENDING D7/31/08 I'
------------ YEA R T 0 D ATE ------------ \ I
--------- SIN G L E M 0 NTH ---------- 1
ACTUAL BUDGE~ $ VARIANCE % VAR ACTUAL BUDGET $ V.b.RIANCE % \TAR I
RADIOLOGY
REVENUE
INPATIENT REVENU 15,373,00 16,414,17 (1,041.17) (6,34) 107,559,50 114,899,19 (7,339,69) (638)
OUTPATIENT REVEN 151,758,00 155,367,00 (3,609.00) (2.32) 1,177,528,75 1,102,569,00 .74,959,75 6,79
TOTAL REVENUE, 167,131. 00 17i,781.17 (4,650.17) (2,70) 1,285,088,25 1,217,468.19 67,620,06 5,55
EXPENSES
SALARIES 57,336,80 55,928.17 (1,408,63) (2.51) 380,192,44 391,497,19 11,304.75 2,88
PROFESSIONAL FEE 8,300,00 9,200,00 900,00 9.78 45,230.00 45,200.00 (30.00 ) (,06 )
OTHER EXPENSES 34,439,21 52,281. 84 17,842,63 34.12 153,289,28 221,630.88 68,341.60 30,83
TOTAL EXPENSES 100,076.01 117,410,01 17,334,00 14.76 578,711.72 658,328.07 79,616,35 12.09
-------------- ------------- -------------- -------------- -------------- --------------
NET GAIN/(LOSS 67,054,99 54,371.16 12,683,83 23.32 706,376,53 559,140,12 147,236,41 26,33
NUCLEAR MEDICINE
REVENUE
INPATIENT REVENU 14,374,00 3,256,42 11,117,58 341. 40 66,842,25 22,794.94 44,047,31 193,23
OUTPATIENT REVEN 39,088,75 49,258,09 (10,169.34) (20.64 ) 272,708.75 344,806.63 (72,097.88) (20,90)
TOTAL REVENUE, 53,462,75 52,514,51 948.24 1.80 339,551. 00 367,601,57 (28,050,57) (7,63 )
EXPENSES
OTHER EXPENSES 10,918.18 11,749,58 831.40 7,07 83,972,05 82,247,06 (1,724,99) (2.09)
TOTAL EXPENSES 10,918,18 11,749.58 831.40 7,07 83,972,05 82,247.06 (1,724,99) (2,09)
-------------- ------------- -------------- -------------- -------------- --------------
NET GAIN/(LOSS 42,544,57 40,764,~J 1,779,64 4,36 255,578,95 285,354,51 (29,775,56) (10.43)
ULTRASOUND
REVENUE
INPATIENT REVENU 25,644,75 7,024,66 18,620,09 265,06 109,803,00 49,172,62 60,630,38 123,30
OUTPATIENT REVEN 77,698,75 58,128,25 19,570.50 33,66 457,544,00 406,897,75 50,646,25 12,44
TOTAL REVENUE. 103,343,50 65,152.91 38,190,59 58,61 567,347,00 456,070,37 111,276,63 24.39
EXPENSES
LEASE & RENTAL ,00 ,00 ,00 .00 .00 ,00 ,00 ,00
OTHER' EXPENSES 3,373,98 3,519,41 145,43 4,13 23,334,89 24,635,87 1,300,98 5,28
TOT1\L EXPENSES 3,373,98 3,519,41 145,43 4,13 23,334,89 24,635,87 1,300.98 5.28
.. - - - - - - - .. - ~ ,- - - - - - - - -.. - - - - -- - - - -.. - - - - ~ .. - - - -------------- -----_._------- - - - - - - - -.. -". - --
NET GAIN/(LOSS 99,969,52 61,633,50 38,336,02 62,19 544,012,11 431,434,50 112,57,),61 26,09
CT SCAN
REVENUE
INPATIENT REVENU 66,867,75 41,198,91 25,668,84 62.30 364,688,25 288,392.37 76,295,88 26,45
OUTPATIENT REVEN 284,050,00 267,135,25 16,914,75 6,33 2,049,609,75 1,945,430,03 104,179,72 5.35
TOTAL REVENUE, 350,917,75 308,334,16 42,583,59 13,81 2,414,298.00 2,233,822.40 180,475,60 8,07
EXPENSES
LEASE & RENTAL 23,984,00 23,984,00 ,00 ,00 167,888,00 167,888,00 ,00 ,00
OTHER EXPENSES 3,581.15 22,882.67 19,301.52 84,34 126,850,49 160,178,69 33,328,20 20.80
TOTAL EXPENSES 27,565,15 46,866,67 19,301. 52 41.18 294,738,49 328,066,69 33,328,20 10.15
-------------- ------------- -------------- - -.. - - - - - - - - - -- -------------- --------------
NET GAIN/(LOSS 323,352.60 261,467,4~ 61,885,11 23,66 2,119,559.51 1,905,755.71 213,803,80 11.21
; I
18
MEMORIAL MEDICAL CENTER
JEPARTMENTAL INCOME STATEMENT
FOR THE 7 MONTHS ENDING 07/31/08
--------- SIN G L E M 0 NTH ---------- ------------ YEA R T 0 D ATE ------------
ACTUAL BUDGET $ VARIANCE % VAR Jl.CTUAL BUDGET $ VARIA1'ICE % VJlR
MAMMOGRAPHY
REVENUE
INPATIENT REVENU ,00 26,09 (26.09 ) (100.00) 237,75 182,63 55.12 30.18
OUTPATIENT REVEN 15,977.75 11,420.91 4,556.84 39.89 92,491.75 79,946,37 12,545,38 15,69
TOTAL REVENUE. 15,977,75 11,447.00 4,530,75 39,58 92,729.50 80,129.00 12,600,50 15,72
EXPENSES
OTHER EXPENSES 4,221.56 4,594,82 373.26 8,12 23,920,48 26,163.74 2,243,26 8,57
TOTAL EXPENSES 4,221.56 4,594,82 373.26 8.12 23,920,48 26,163,74 2,243,26 8,57
-------------- ------------- -------------- -------------- -------------- --------------
NET GAIN! (LOSS 11,756,19 6,852.18 4,904,01 71. 56 68,809.02 53,965.26 14,843,76 27.50
r'1RI
REVENUE
INPATIENT REVENU 14,268.00 9,217.00 5,051.00 54,80 164,704.25 64,519,00 100,185.25 155.28
OUTPATIENT REVEN 209,733.75 135,891,76 73,841. 99 54.33 1,273,236,00 1,001,242.32 271,993.68 27.16
TOTAL REVENUE, 224,001. 75 145,108.76 78,892,99 54,36 1,437,940,25 1,065,761.32 372,178,93 34,92
EXPENSES
OTHER EXPENSES 9,348.91 19,697.08 10,348.17 52.53 67,864.89 137,879,56 70,014,67 50.77
TOTAL EXPENSES 9,348,91 19,697,08 10,348,17 52,53 67,864,89 137,879,56 70,014,67 50,77
-------------- ------------- -------------- -------------- - - - - - - - - - - - - -- --------------
NET GAIN/(LOSS 214,652,84 125,411.68 89,241.16 71.15 1,370,075,36 927,881,76 442,193,60 47,65
ANESTHESIA
REVENUE
INPATIENT REVENU 27,096,50 20,568,00 6,528.50 31.74 248,866,50 148,976,00 99,890,50 67,05
OUTPATIENT REVEN 58,070,75 67,401.00 (9,330,25) (13,84) 392,940,75 471,807.00 (78,866,25) (16.71)
TOTAL REVENUE, 85,167,25 87,969,00 (2,80175) (U8) 641,807,25 620,783,00 21,024,25 3,38
EXPENSES
PROFESSIONAl, FEE 38,426,96 41,629,17 3,202,21 7.69 269,541.70 299,404,19 29,862,49 9.9'7
LEASE & RENTAL ,00 ,00 ,00 ,00 ,00 ,00 ,00 ,00
OTHER EXPENSES 5,928.71 3,175,58 (2,753,13) (86.69) 18,389,61 22,229,06 3,839,45 17,27
TOT.;)'L EXPENSES 44,355,67 44,804,75 449.08 1. 00 287,931. 31 321,633,25 33,701.94 10,47
-------------- ------------- -------------- -------------- - - - - - - - - - - - - -- ----------
NET GAIN/(LOSS 40,811,58 43,164,25 (2,35267) (5 45) 353,875,94 299,149,75 54,726,19 18,29
DIALYSIS UNIT
REVENUE
OUTPATIENT REITEN 565,098,00 ,00 565,098,00 .00 3,673,271,50 3,076,928,80 596,342,70 19,38
TOTAL REVENUE, 565,098.00 ,00 565,098,00 ,00 3,673,271. 50 3,076,928.80 596,342,70 19,38
EXPENSES
SALARIES 32,030,19 ,00 (32,030,19) .00) 209,693,86 213,908,00 4,214,14 1. 97
OTHER EXPENSES 85,146,28 12,162,00 (72,984.28) (600,10) 505,098,54 445,102,0'0 (59,99654) (13 47)
TOTAL EXPENSES 117,176,47 12,162,00 (105,014,47) (863,46) 714,792,40 659,010.00 (55,782,40) (8 46)
- - - - - - - - - - - - -- ------------- - - - - - - - - - - - - -- _____________A - - - - - - - ~ - - - - - - --------------
NET GAIN/(LOSS 447,921.53 (12,162,00) 460,083,53 3782,95 2,958,479.10 2,417,918,80 540,560.30 22,35
19
MEMORIAL MEDICAL CENTER
DEPARTMENTAL INCOME STATEMENT
FOR THE 7 MONTHS ENDING 07/31/08
--------- SIN G L E M 0 NTH ---------- ------------ YEA R TO D ATE ------------
ACTUAL BUDGET $ VARIANCE % VAR ACTUAL BUDGET S VARIA.NCE % VkR
CARDIOPULMONARY
REVENUE
INPATIENT REVENU 110,122,00 141,576,51 (31,454,51) (22.21) 845,337,25 991,035,57 (145,698,32) (14,70)
OUTPATIENT REVEN 27 ,103.00 25,833,00 1,270.00. 4.91 220,894.50 180,831. 00 40,063,50 22,15
TOTAL REVENUE. 137,225,00 167,409,51 (30,184,51) (18,03 ) 1,066,231.75 1,171,866,57 (105,634.82) ( 9.0 1)
EXPENSES
SALARIES ,00 .00 .00 ,00 ,00 ,00 .00 ,00
LEASE & RENTAL 531.23 908.92 377.69 41. 55 8,522,53 6,362.44 (2,160.09) (33.95)
OTHER EXPENSES 38,938.90 36,463.92 (2,474.98) (6.78) 251,713,16 255,247.44 3,534,28 1. 38
TOTAL EXPENSES 39,470,13 37,372,84 (2,097.29) (5,61) 260,235,69 261,609,88 1,374,19 ,52
----.._------- ------------- -------------- ---------.---- -------------- - - - - - - - - - - - - --
NET GAIN/ (LOSS 97,754,87 130,036,67 (32,281.80 ) (24.82) 805,996,06 910,256.69 (104,260,63) (11.45)
CARDIAC REHAB
REVENUE
INPATIENT REVENU ,00 ,00 ,00 ,00 ,00 .00 ,00 ,00
OUTPATIENT REVEN ,00 .00 ,00 ,00 ,00 .00 .00 ,00
TOTAL REVENUE, ,00 .00 .00 ,00 ,00 ,00 ,00 ,00
EXPENSES
SALARIES ,00 .00 ,00 .00 .00 ,00 .00 ,00
OTHER EXPENSES ,00 ,00 ,00 ,00 ,00 ,00 ,00 ,00
TOTAL EXPENSES ,00 ,00 ,00 .00 ,00 ,00 ,00 .00
-------------- ------------- -------------- ----._-------- -------------- --------------
NET GAIN/(LOSS ,00 ,00 ,00 ,00 .00 ,00 ,00 ,00
OCCUPATIONAL THERAPY
REVENUE
INPATIENT REVENU '768,75 381. 00 387,75 101. 77 3,587,50 2,667.00 920,50 34,51
OUTPATIENT REVEN 1,537,50 559,00 978,50 17 5,04 4,868.'75 3,913,00 955,'75 24,42
TOTAL REVENUE, 2,306,25 940,00 1,366,25 145,34 8,456.25 6,580,00 1,876,25 28,51 I
EXPENSES l!
SALARIES .00 ,00 ,00 .00 ,00 ,00 ,00 ,00
OTHER EXPENSES 650,00 399,75 (250,25) (62,60) 1,737,50 2,798,25 1,060,75 37,90
TOTAL EXPENSES 650,00 399,75 (250,25) (62 60) 1,737,50 2,798,25 1,060,7'j 37,90
. - - - - - - - - - -- ------------- _.--.'--------. - - - - - - - - - - - -..- -------------- --------------
NET GAIN/(LOSS 1,656.25 540,25 1,116,00 206,57 6,718,75 3,78175 2,937,00 77,66
PHYSICAL THERAPY
REVENUE
INPATIENT REVENU 33,190,25 26,679,51 6,510,74 24,40 258,404,50 186,756,57 71,647.93 38,36
OUTPATIENT REVEN 104,496,00 148,634.4] (44,138,41) (29,69) 779,780,00 1,040,440,87 (260,660,87) (25,05)
TOTAL REVENUE, 137,686,25 175,313,92 (37,627,67) (21.46) 1,038,184,50 1,227,197,44 (189,012,94) (15,40)
EXPENSES
SALARIES 12,453,81 12,203.66 (250,15) (2,04 ) 74,030,73 85,425,62 11,394,89 13,33
PROFESSIONAL FEE 28,804,76 40,826,00 12,021. 24 29,44 232,806.04 285,78200 52,975,96 18.53
OTHER EXPENSES 15,245,85 13,901.59 (1,344,26) (9,66) 80,805.44 71,613,13 (9,192.31) (12,83)
TOTAL EXPENSES 56,504,42 66,931.25 10,426,83 15,57 387,642.21 442,820,75 55,178.54 12,46
-------------- ------------- -------------- ---------.---- -------------- - - - - - - - - - - - - --
NET GAIN/(LOSS 81,181.83 108,382.67 (27,200,84) (25,09) 650,542,29 784,376.69 (133,834.40) (17,06)
i!
20
: I
MEMORIAL MEDICAL CENTER
DEPARTMENTAL INCOME STATEMENT
FOR THE 7 MONTHS ENDING 07/31/08
------.-- S I N G L E M 0 NTH ---------- ------------ Y E .1\ R TO D ATE ------------
ACTUAL BUDGET $ Vl'.RIANCE % VAR ACTUAL BUDGET $ VARIANCE % Vl'.R
HOME HEALTH CARE
REVENUE
INPATIENT REVENU ,00 ,00 ,00 ,00 .00 ,00 ,00 ,00
OUTPATIENT REVEN 95,055,00 104,745,51 (9,690,51) (9.25) 663,800.00 733,218,57 (69,418,57) (9,46)
TOTAL REVENUE, 95,055,00 104,745,51 (9,69051) (9.25) 663,800,00 733,218,57 (69,418,57) (9,46)
EXPENSES
SALARIES 33,615,01 34,692,84 1,077,83 3,10 221,745,43 242,849,88 21,104,45 8,69
LEASE & RENTAL 3,133,88 2,536.33 (597.55) (23,55) 18,973.88 17,754,31 (1,219,57) (6,86)
OTHER EXPENSES 28,533,97 29,867,41 1,333,44 4,46 118,670,98 131,563,87 12,892,89 9,79
TOTAL EXPENSES 65,282,86 67,096,58 1,813,72 2,70 359,390,29 392,168,06 32,777.77 8,35
-------------- ------------- -------------- -------------- -------------- --------------
NET GlHN/(LOSS 29,772,14 37,648,93 (7,876,79) (20,92) 304,409,71 341,050,51 (36,640,80) (10,74)
HOSPICE
REVENUE
OUTPATIENT REVEN ,00 ,00 ,00 ,00 .00 ,00 ,00 ,00
TOTAL REVENUE, ,00 ,00 ,00 ,00 ,00 ,00 .00 ,00
EXPENSES
SALARIES .00 ,00 .00 .00 ,00 ,00 ,00 ,00
PROFESSIONAL FEE ,00 ,00 ,00 ,00 ,00 .00 ,00 .00
OTHER EXPENSES ,00 ,00 ,00 ,00 ,00 ,00 ,00 ,00
TOTAL EXPENSES ,00 ,00 ,00 ,00 ,00 ,00 ,00 ,00
-------------- -----..------- -------------- - ~ - ,- - - - - - - - - -- -------------- --------------
NET GAIN/(LOSS ,00 ,00 ,00 ,00 ,00 ,00 ,00 ,00
PRIMARY HEALTH CARE
REVENUE
OUTPATIENT REVEN ,00 ,00 .00 .00 ,00 ,00 ,00 ,00
TOTAL REVENUE, ,00 ,00 ,00 ,00 ,00 .00 .00 ,00
EXPENSES
SALARIES ,00 ,00 .00 ,00 ,00 .00 ,00 ,00
OTHER EXPENSES ,00 ,00 ,00 ,00 .00 ,00 ,00 ,00
TOTAL EXPENSES ,00 ,00 ,00 ,00 ,00 ,00 ,00 .00
- - - - - - - - - - - - -- - - - - -- - - - - - -- - - - - -.. - - - - - - -- - - - - - - - - - - -.. -- - - - - - - - - - - - - -- --------------
NET GAIN/(LOSS ,00 .00 ,00 ,00 ,00 .00 ,00 ,00
NEW VIEW
REVENUE
OUTPATIENT REVEN ,00 ,00 ,00 ,00 .00 .00 ,00 ,00
TOTAL REVENUE, .00 .00 ,00 ,00 ,00 ,00 ,00 ,00
EXPENSES
SALARIES ,00 ,00 .00 .00 ,00 ,00 ,00 ,00
PROFESSIONAL FEE ,00 ,00 ,00 ,00 .00 ,00 ,00 ,00
OTHER EXPENSES ,00 ,00 ,00 ,00 ,00 ,00 .00 .00
TOTAL EXPENSES ,00 ,00 ,00 ,00 ,00 ,00 ,00 ,00
-------------- .. - - - - - - - - - - -- - - - - - - - - - - - - -- - - - - - - - - - - - - -- - - - - - - - - - - - - -- --------------
NET GAIN/ILOSS .00 .00 ,00 ,00 ,00 .00 ,00 ,00
21
MEMORIAL MEDICAL CENTER
DEPARTMENTAL INCOME STATEMENT
FOR THE 7 MONTHS ENDING 07/31/08
--------- SIN G L E M 0 NTH ---------- ------------ YEA R T 0 D ATE ------------
ACTUAL BUDGET $ V.1l,RIANCE % VAR ACTUAL BUDGET $ VARIA.1IJCE % VAR
CHEMICAL DEPENDENCY
REVENUE
OUTPATIENT REVEN .00 ,00 ,00 ,00 ,00 ,00 ,00 ,00
TOTAL REVENUE, ,00 ,00 ,00 .00 ,00 .00 ,00 ,00
EXPENSES
SALARIES .00 ,00 ,00 .00 .00 ,00 ,00 .00
PROFESSIONAL FEE ,00 ,00 ,00 .00 ,00 ,00 ,00 ,00
OTHER EXPENSES ,00 .00 ,00 .00 .00 ,00 ,00 ,00
TOTAL EXPENSES ,00 .00 .00 .00 ,00 ,00 ,00 ,00
---~~-~------- ------------- -------------- ----------.--- -.------------ -----.----_.--
NET GAIN/(LOSS .00 ,00 .00 ,00 ,00 ,00 ,00 ,00
DIETARY
REVENUE
INPATIENT REVENU ,00 ,00 ,00 .00 .00 ,00 ,00 ,00
OUTPATIENT REVEN (23,00) 41. 67 (64.67) (155.19) 69,00 291,69 (222,69) (76.34)
TOTAL REVENUE. (23.00) 41. 67 (64.67) (155.19) 69,00 291. 69 (222,69) (76.34)
EXPENSES
SALARIES 15,070,10 16,076.42 1,006,32 6,25 101,071.49 112,534,94 11,463,45 10,18
PROFESSIONAL FEE 2,625,00 2,702.92 77.92 2,88 14,475.00 12,920,44 (1,554,56) (12,03)
OTHER EXPENSES 26,959.14 25,819.00 (1,140.14) (4.41) 152,460.67 145,573,00 (6,887,67) (4,73)
TOTAL EXPENSES 44,654,24 44,598.34 (55.90) ( .12) 268,007.16 271,028,38 3,021.22 1.11
- - - - - -.. - - - - - -- ------------- ---.---------- -------------- -------------- --------------
NET GAIN/(LOSS (44,677.24) (44,55667) (120,57) (,27) (267,938,16) (270,736,69) 2,798.53 1.03
~
MEDlCn RECORDS
EXPENSES
SALARIES 21,097,27 26,345,17 5,247,90 19,91 141,283,37 184,416,19 43,13282 23,38
LEASE & RENTAL 2,024,18 2,904.~:; 880.07 30,30 15,071.96 20,329.75 5,257,79 25,86
OTHER EXPENSES 12,663,59 14,019,75 1,356.16 9,67 50,121.93 48,980,25 (1,141.68) (2 33)
TOTAL EXPENSES 35,785,04 43,269.17 7,484,13 17,29 206,477,26 253,726,19 47,248,93 18,62
CARE PROGRAM
EXPENSES
SALARIES 375,80 ,00 (375,80) ,00 ) 22,253.00 ,00 (22,253,00) ,00
CARE REIMBURSEME (2,767,35i 4,271.42 7,038,77 164,78 133,797,41) 29,899.94 63,697,35 213 ,03
OTHER EXPENSES 3,428,58 1,198,00 (2,230,58) (186,19) 12,581.44 1,198,00 (11,383,44) (95020)
TOTAL EXPENSES 1,037.03 5,469,42 4,432,39 81.03 1,037,03 31,097.94 30,060,91 96,66
J'1AINTENA.J1JCE
EXPENSES
SALARIES 12,026,00 13,143,83 1,117,83 8,50 78,1%,27 92,006,81 13,810,54 15,01
OTHER EXPENSES 5,009,35 6,316,42 1,307,07 20,69 13,659,98 16,914,94 3,254,96 19,24
TOTAL EXPENSES 17,035.35 19,460,25 2,424,90 12,46 91,856,25 108,921. 75 17,065,50 15,66
PLANT OPERATIONS
EXPENSES
LEASE & RENTAL 45,00 47,25 2.25 4,76 315,00 330,75 15,75 4,76
ELECTRICITY 42,434.38 40,497.42 (1,936.96) (4,78) 239,069,14 283,481.94 44,412,80 15 .66
I~ATER & SEWER 7,161.25 6,571,33 (589.92) (8,97) 36,254.95 45,999.31 9,744,36 21.18
GAS 4,875,77 7,154.83 2,279,06 31.85 37,998,51 50,083,81 12,085,30 24,13
OTHER EXPENSES 6,374,66 16,247.93 9,873,27 60,76 35,339,68 113,735,51 78,395.83 68,92
TOTAL EXPENSES 60, &91. 06 70,518, '/0 9,627,70 13,65 348,977.28 493,631.32 144,654,04 29.,30
22
j'IEMORIAL !~EDICAL CENTER
DEPft~TMENTAL INCOME STATEMENT
FOR THE 7 MONTHS ENDING 07/31/08
--------- SIN G L E M 0 NTH ---------- ------------ YEA R TO D ATE ------------
ACTUAL BUDGET $ VARIANCE % VA,lt ACTUAL BUDGET $ VARIlti"lCE % VAR
GROUNDS
EXPENSES
SALARIES ,00 ,00 ,00 ,00 ,00 .00 ,00 ,00
OTHER EXPENSES 3,119,24 853.00 (2,266,24) (265.67) 3,764,72 5,971.00 2,206.28 36,94
TOTAL EXPENSES 3,119.24 853,00 (2,266,24) (265,67) 3,764,72 5,971 , 00 2,206,28 36,94
TRANSPORTATION
EXPENSES
SALARIES 1,751.32 1,522,92 (228,40 ) (14.99) 9,831.54 10,660,44 828.90 7,77
OTHER EXPENSES 1,793,31 1,294.50 (498,81) (38.53) 4,083,88 5,293,50 1,209,62 22,85
TOTAL EXPENSES 3,544.63 2,817,42 (727.21) (25.81) 13,915,42 15,953,94 2,038,52 12,77
HOUSEKEEPING
EXPENSES
SALARIES 24,753,34 23,559,25 (1,194,09) (5,06) 174,467,99 164,914.75 (9,553,24) (5,79)
OTHER EXPENSES 33,555,54 31,036,68 (2,518,86) (8,11) 142,455,92 151,796,76 9,340,84 6,15
TOTAL EXPENSES 58,308,88 54,595,93 (3,712.95) (6.80) 316,923,91 316,711,51 (212,40) (.06)
LAUNDRY
EXPENSES
OUTSIDE SERVICES ,00 100,00 100,00 100,00 162,49 700,00 537.51 76,78
OTHER EXPENSES ,00 ,00 ,00 - ,00 ,00 .00 ,00 ,00
TOTAL EXPENSES ,00 100,00 100,00 100,00 162,49 700.00 537,51 76,78
SECURITY
EXPENSES
SALARIES 6,045,83 6,043,66 (217) (,03 ) 44,094,63 42,305.62 (1,789,01) (U2)
OTHER EXPENSES 2,718,51 3,130,92 412,41 13.17 5,508,36 6,688.44 1,180,08 17,64
TOTAL EXPENSES 8,764,34 9,1'74,58 410,24 4,47 49,602,99 48,994,06 (608,93) (1.24)
PERFORMANCE IMPROVEMENT
EXPENSES
SALARIES 6,452,43 7,106.91 654,48 9,20 43,840,17 49,748,37 5,908,20 11.87
OTHER EXPENSES 2,918.50 3,591,67 673,]7 18.74 6,197.16 10,003,69 3,806,53 38,05
TOTAL EXPENSES 9,370.93 10,698,58 1,327.65 12,40 50,037.33 59,752,06 9,714.73 16,25
SOCIAL WORKER/DISCHARGE PLA~~I
EXPENSES
SALARIES 3,725,10 5,738,92 2,013,82 35.09 35,269,64 40,172,44 4,902,80 12,20
OTHER EXPENSES 2,116.53 2,820,16 703,63 24,95 4,522.22 6,529,12 2,006,90 30,73
TOTAL EXPENSES 5,841.63 8,559,08 2,717,45 31.74 39,791.86 46,701. 56 6,909,70 14,79
CALHOUN COUNTY INDIGENT
EXPENSES
SALARIES 3,985,03 4,377,26 392,23 8,96 28,440,07 30,640,82 2,200,75 7,18
OTHER EXPENSES 1,475,17 2,160,50 685.33 31. 72 1,451.83 4,719.50 3,267,67 69,23
COmny OFFSET (3,98503) (4,110.00) (124,97) (3,04) (29,050,71) (28,770,00) 280,71 .97
TOTAL EXPENSES 1,475,17 2,427,76 952,59 39.23 841. 19 6,590,32 5,749,13 87,23
23
MEMORIAL MEDICAL CENTER
DEPARTMENTAL INCOME STATEMENT
;:'OR THE 7 MONTHS ENDING 07/31/08
--------- SIN G L E M 0 NTH ---------- ------------ YEA R TO D ATE ------------
ACTUAL BUDGET $ VARI]\.NCE % VAR ACTUAL BUDGET $ VARIANCE % V]\.R
BUSINESS OFFICE
EXPENSES
SALARIES 20,705,46 24,408,76 3,703.30 15,17 138,589,81 170,861. 32 32,271.51 18,88
LEASE & RENTAL 1,080.81 1,416.67 335,86 .23,70 7,621.03 9,916.69 2,295.66 23,14
COLLECTION EXPEN 2,614.41 6,386, 92 3,772,51 59,06 36,722,21 44,708,44 7,986.23 17,86
OTHER EXPENSES 13,342,84 20,140,25 6,797,41 33.75 64,880,05 92,693.75 27,813,70 30,00
TOTAL EXPENSES 37,743.52 52,352.60 14,609,08 27.90 247,813.10 318,180.20 70,367,10 22,11
COMMUNICATIONS
EXPENSES
SALARIES 10,835.41 10,613.75 (221,66) (2.08) 68,243,59 74,296.25 6,052,66 8,14
OTHER EXPENSES 5,073,11 5,766.41 693,30 12,02 12,490,50 15,782,87 3,292,37 20,86
TOTAL EXPENSES 15,908,52 16,380,16 471.64 2,87 80,734,09 90,079,12 9,345,03 10.37
DATA PROCESSING
EXPENSES
SALARIES 8,232.88 12,139.84 3,906,96 32.18 60,443,90 84,978.88 24,534,98 28,87
OTHER EXPENSES 30,434,34 23,253,51 (7,180,83) (30,88) 122,866.16 129,966,57 7,100.41 5,46
TOTAL EXPENSES 38,667,22 35,393,35 (3,273,87) (9.24) 183,310.06 214,945,45 31,635,39 14,71
NURSING ADMINISTRATION
EXPENSES
SALARIES 15,941.33 17,993,50 2,052.17 11 ,40 99,400,18 125,954,50 26,554,32 21.08
OTHER EXPENSES 8,513,91 9,715,17 1,201.26 12,36 26,194,81 32,846,19 6,651.38 20,25
TOTAL EXPENSES 24,455,24 27,708,67 3,253,43 11,74 125,594,99 158,800,69 33,205,70 20,91
HOUSE SUPERVISOR
EXPENSES
SALIIJUES ,00 .00 ,00 ,00 ,00 .00 ,00 ,00
OTHER EXPENSES ,00 ,00 ,00 .00 ,00 ,00 ,00 .00
TOTAL EXPENSES ,00 ,00 ,00 ,00 ,00 ,00 ,00 ,00
INFECTION CONTROL
EXPENSES
SALARIES 5,492,83 5,720,33 227.50 3,97 39,611.59 40,042,31 130,72 1. 07
OTHER EXPENSES 2,583,70 3,579,16 995,46 27,81 8,736,47 10,702,12 1,965,65 18,36
TOTAL EXPENSES 8,076,53 9,299,49 1,222.96 13,15 48,348.06 50,744,43 2,396,37 4,72
EDUCATION
EXPENSES
SALARIES 4,936,52 4,847,34 (89.18) (183 ) 35,108,14 33,93138 (1,176,76) i3 ,46)
OTHER EXPENSES 2,849,09 3,77157 922,48 24,45 7,549,45 13,188,99 5,639,54 42,75
TOTAL EXPENSES 7,785,61 8,618,91 833,30 9,66 42,657,59 47,120.37 4,462,78 9.47
ACCOUNTING
EXPENSES
SALARIES 6,395,55 4,189.42 (2,206,13) (52,65) 45,172.92 29,325.94 (15,846 98) (54,03 )
OTHER EXPENSEES 10,361. 36 19,845,42 9,484,06 47,78 48,878,37 43,187,94 (5,690,43) (13,17 )
TOTAL EXPENSES 16,756,91 24,034,84 7,277,93 30.28 94,051.29 72,513,88 (21,537,41) (29,70)
REVENUE MANAGEMENT
EXPENSES
SALARIES 4,800,37 5,183,33 382.96 7,38 30,039,43 36,283,31 6,243,88 17,20
OTHER EXPENSES 3,684.43 10,58109 6,896,66 65,17 64,139,50 62,787,63 (1,351. 87) (2.15)
TOTAL EXPENSES 8,484,80 15,764.42 7,279,62 46,17 94,178.93 99,070,94 4,892,01 4,93
24
MEMORIAL MEDICAL CENTER
DEPARTMENTAL INCOME STATEMENT
FOR THE 7 MONTHS ENDING 07/31/08
--------- SIN G L E M 0 NTH ---------- ------------ YEA R TO D ATE ------------
l\.CTUAL BUDGET $ VARIANCE % VAR ACTUAL BUDGET $ VARIANCE % VAR
ADMINISTRATION
EXPENSES
SALARIES 22,911,16 24,642,25 1,731.09 7,02 181,534,54 172,495,75 (9,038,79) (5,241
LEASE & RENTAL 1,573,50 1,928,00 354.50 18,38 13,838,23 13,496.00 (342.23) (2 53)
OTHER EXPENSES 29,644.31 39,144.01 9,499.70 24,26 137,140.55 212,670,07 75,529,52 35,51
TOTAL EXPENSES 54,128,97 65,714.26 11,585.29 17 .62 332,513.32 398,661. 82 66,148,50 16,59
BUSINESS DEVELOPMENT
EXPENSES
SALARIES 4,270.93 4,405.08 134,15 3.04 29,345,33 30,835,56 1,490,23 4,83
OTHER EXPENSES 1,844,93 2,238.49 393,56 17 .58 4,963,34 4,389,43 (573,91) (13.07)
TOTAL EXPENSES 6,115,86 6,643,57 527,71 7.94 34,308,67 35,224,99 916.32 2,60
HOSPITAL GENERAL
EXPENSES
WOR~~ANS COMP IN 9,220,70 10,000,00 779,30 7,79 64,454,58 70,000,00 5,545,42 7,92
UNEMPLOYMENT INS (l5, 944 . 52) (19,500,00) (3,555,48) (18,23) ,00 ,00 ,00 ,00
PROF LIABILITY I 6,395,24 7,816,17 1,420.93 18,17 44,858,84 54,713,19 9,854,35 18,01
IJEASE & RENTAL ,00 1,102,75 1,102,75 100,00 ,00 7,719.25 7,719..25 100,00
TELEPHONE 4,753,70 5,666.67 912,97 16,11 40,746.35 39,666,69 (1,079,66) (2 72)
LEGAL SERVICES 609,00 4,333,33 3,724,33 85.94 18,090.36 30,333,)] 12,242,95 40,36
EMPl.OYEE BENFITS 731. 30 .00 (731.30) ,00) 10,164,66 ,00 (10,164,66) .00
OTHER EXPENSES 33,83 3,062,50 3,028.67 98,89 159,63 21,437,50 21,277,87 99,25
TOTl\JJ EXPENSES 5,799,25 12,481. 42 6,682,17 53.53 178,474,42 223,869,94 45,395,52 20,27
H~1AN RESOURCES/PUBLIC RELATIO
EXPENSES
SALARIES 3,977,99 3,745,58 (232.41) (6,20) 26,'712.39 26,219,06 (49333) (1. 881
OTHER EXPENSES 6,087.97 6,596,93 508.96 7,71 42,396,59 36,740.51 (5,656,08) (15,39)
TOTAL EXPENSES 10,065,96 , 10,342.51 276.55 2,67 69,108,98 62,959.57 (6,149,411 (9 76)
PURCHASING
EXPENSES
SALARIES 8,625,,),) 10,378,83 1,753,06 16,89 59,J.87,39 72,651.8J. 1.3,464,42 J.8.53
OTHER EXPENSES 3,810,26 5,145,01 1,334,75 25,94 12,483,63 15,207,07 2,723,44 17,90
TOTAL EXPENSES 12,436,03 15,523,84 3,087,81 19,89 71,671,02 87,858,88 16,187,86 18 42
AUXILLARY
EXPENSES
SALARIES ,00 ,00 ,00 ,00 ,00 ,00 ,00 ,00
EXPENSES 5,31 31. 25 25,94 83,00 65,72 218,75 153,03 69,95
TOTAL EXPENSES 5, )] 31. 25 25,94 83.00 65,72 218,75 153,03 69,95
PLAZA SPECIALTY CLINICS
SALARIES .00 ,00 ,00 .00 ,00 .00 ,00 ,00
EXPENSES .00 .00 ,00 ,00 .00 ,00 .00 .00
TOTAL EXPENSES ,00 ,00 ,00 ,00 ,00 ,00 ,00 .00
25
MEMORIAL MEDICAL CENTER
DEPARTMENTAL INCOME STATEMENT
FOR THE 7 MONTHS ENDING 07/31/08
--------- SIN G L E M 0 NTH ---------- ------------ YEA R TO D ATE ------------
ACTUAL BUDGET $ VARLl\NCE % VAR ACTUAL BUDGET $ VARIJl"NCE % VAT<
MEMORIAL MEDICAL PLAZA
REVENUE
RENTALS ,00 ,00 ,00 ,00 ,00 ,00 ,00 ,00
TOTAL REVENUE. ,00 .00 ,00 ,00 ,00 ,00 ,00 5 .00
EXPENSES
SALARIES", "'" ,00 2,732.83 2,732.83 100.00 4,404,61 19,129,81 14,725,20 76.97
OTHER EXPENSES, . 1,512,69 1,339,50 (173,19) (12.92) 6,746,74 9,376,50 2,629.76 28.04
TOTAL EXPENSES 1,512,69 4,072,33 2,559.64 62.85 11,151. 35 28,506.31 17,354.96 60,88
-------------- ------------- ----------_._-- ----------.--- -------------- --------------
NET GAIN/(LOSS (1,512,69) (4,072,33) 2,559,64 62,85 (1l,151.35) (28,506.31) 17,354,96 60,88
SUBTOTAL GAIN/ 2,335,734.88 1,350,073,96 985,660,92 73.00 17,735,123,14 14,174,038,89 3,561,084,25 25,12
OTHER OPERATING EXPENSES
REVENUE DEDUCTIONS
MEDICARE CONTR A (942,805,08) (902,012,09) (40,792.99) (4,52) (8,067,906,39) (8,699,165,39) 631,259,00 7.25
MEDICAID CONTR A (314,430.33) {199,190.66} (115,239.67) (57,85) (2,215,166,37) (1,599,797,06) (615,369.31) (38.46)
INDIGENT CONTR A (59,113,761 (144,141. 63) 85,027,87 58,98 (347,801,79) (1,038,991,41) 691,189.62 66.52
CHARITY CARE (109,313.36) ,00 (109,313,36) ,OO} (637,198,68) ,00 (637,198,68) ,00
BAD DEBT EXPENSE (381,384,37) (265,127.64) (116,256.73) (43.84 ) (2,166,993,04) (1,810,510,56) (356,482,48) (19,68)
OTHER DEDUCTIONS (438,288,24) (224,860,81) (213,427.43) (94.91) (2,592,813,87) (1,890,025,15) (702,788,72) (37.18)
TOTAL REVENUE (2,245,335,14) (1,735,332,83) (510,002,31) (29.38) (16,027,880,14) (15,038,489,57) (989,39057) (6.57)
EMPLOYEE BENEFITS
FICA ,00 ,00 .00 ,00 ,00 ,00 ,00 .00
RETIREMENT (210,907,31) (237,161.52) (26,254,21) (11,07) ,00 ,00 .00 ,00
HOSPITALIZATION 153,613,89 150,406,67 (3,207.22) (2,13) 1,105,504,51 1,172,846,69 67,342,18 5,74
LIFE INSURANCE 2,295,60 1,266,67 (1,028,93) (81.23 ) 8,834,57 8,866,69 32,12 "
,_ 0
DENTAL INSURANCE 61l,15 3,760,00 3,148,85 83,74 14,990,46 26,320,00 11,329,54 43,04
LONG TEm'! DIS 4,320,53 2,666,67 (1,653,86) (62.01) 17,389,09 18,666,69 1,277,60 6,84
PAYROLl, CLEARING (963 (2) ,00 963,62 ,00 (3,933,44) ,00 3,93344 ,00
TOTAL EMPLOYEE (51,029,76) (79,061. 51) (28,031. 75) (35,45 ) 1,142,785,19 1,226,700,07 83,914.88 6,84
TOTAL OTHER OP 2,194,305,38 1,656,271,32 (538,034,06) (32 48) 17,170,665,33 16,265,189,64 (905,475 69) (5.56)
OTHER REVENUE
MEDICARE PASS-TH 20,916,00 25,000,00 (4,084.00) (16,33) 190,326,35 175,000,00 15,326,35 8,75
CAFETERIA SALES 10,443,06 8,333.33 2,109.73 25,31 67,007,62 58,333,31 8,674,31 14.87
INTEREST INCOME 8,949,98 7,083.33 1,866,65 26.35 58,635.53 49,583,31 9,052.22 18,25
INTEREST INCO~1E 22,92 .00 22.92 ,00 170,65 ,00 170,65 .00
INTEREST INCOME ,00 ,00 ,00 ,00 ,00 .00 .00 ,00
MISCELLfu~EOUS IN 13,786,19 10,000.00 3,786,19 37.86 95,190,88 70,000,00 25,190,88 35,98
TOTAL OTHER RE 54,118.15 50,416,66 3,701.49 7,34 411,331.03 352,916,62 58,414,41 16,55
- - - - - - - - - - - - -- - - - - - - - - - - - -- -------------- -------------- - - - - - - - - - - - - -- - - - - - - - - - - - - --
NET OPERATING 195,547,65 (255,780,70) 451,328,35 176,45 975,788.84 (1,738,234,131 2,714,022.97 156.13
--- - --.-- -- - - -- -- --.-- - --- - _.- -------------- -------------- -------------- --------------
- ----- -- _._- - -- -----.-------- -------------- -------------- -------------- --------------
26
MEMORIAL MEDICAL CENTER
DEPARTMENTAL INCOME STATE!fJENT
FOR THE 7 MONTHS ENDING 07/31/08
--------- SIN G L E
ACTUAL BUDGET
M 0 NTH ----------
$ VARIANCE % VAR
------------ YEA R T 0
ACTUAL BUDGET
D ATE ------------
$ VARIANCE % VAR
NON-OPERATING EXPENSE
DEPRECIATION-LAN .00 ,00 ,00 ,00 .00 ,00 .00 ,00
DEPRECIATION-BUI 19,004.58 91,666.67 72,662.09 79,26 170,823,61 641,666,69 470,843,08 73,37
DEPRECIATION-FIX 8,457.26 .00 (8,457,26) .00) 61,748.91 .00 (61,748,91) ,00
DEPRECIATION-MAJ 48,739.45 .C9 (48,739.45) .00) 380,500,30 ,00 (380,500,30) ,00
DEPRECIATION-POR ,00 .00 ,00 .00 ,00 .00 ,00 .00
COST REPORT SETT .00 .00 ,00 ,00 ,00 ,00 ,00 .00
CONTRIBUTION TO .00 ,00 ,00 ,00 ,00 ,00 ,00 ,00
TOTAL NON-OPER 76,201. 29 91,666.67 15,465,38 16,87 613,072,82 641,666.69 28,593,87 4,45
-------------- ----_._-~---- ---.-_.---.--- -------------- -------------- --------------
TOTAL OPERATIN 119,346.36 (347,447,37) 466,793,73 134,34 362,716,02 (2,379,900,82) 2,742,616,84 115,24
-------------- ------------- -------------- -------------- -------------- --------------
-------------- ------------- -------------- -------------- -------------- --------------
COUNTY SUBSIDY ,00 ,00 .00 ,00 ,00 ,00 ,00 ,00
-------------- ------------- -------------- -------------- -------------- --------------
NET GAIN/(LOSS 119,346,36 (347,447,37) 466,793,73 134,34 362,716,02 (2,379,900,82) 2,742,616,84 1l.S,24
-------------- ------------- -------------- -------------- -------------- --------------
-------------- ------------- -------------- .~------- ------ -------------- --------------
27
MEMORIAL MEDICAL CENTER
CAPITAL EQUIPMENT ADDITIONS
FOR FISCAL YEAR 2008
BUILDING MEMORIAL
EQUIPMENT IMPROVEMENTS MEDICAL
DESCRIPTION AMOUNT HOSPITAL PLAZA
JANUARY
Bone Densitometer (Radiology) $ 42,000,00
Holter Monitor Upgrade (Cardio) 10,595,00
Blood Pressure Monitor (Dialysis) 5,250,00
AC Unit (IT) $ 8,000,00
$ 57,845,00 $ 8,000,00 $
FEBRUARY
Biodex Medical Systems $ 11,029.74
$ 11,029.74 $ $
MARCH
CPSI (Various) $ 22,302,00
Centrifuge Allegra (Laboratory) 7,546.20
$ 29,848.20 $ $
APRIL
Furniture (Radiology) $ 7,111.42
$ 7,111.42 $ $
May
Endoscopy Towers (2) (Surgery) $ 105,646,27
Birthing Bed (OB) 16,051.75
Camera (Nuclear Medicine) 9,675.00
Freezer (Blood Bank) 4,705.20
Roof Repairs (MMC) $ 7,615.00
$ 136,078,22 $ 7,615,00 $
June
GSI Audera (SurgeIY) $ 22,175.00
$ 22,175,00 $ $
JULY
Argon Plasma Coaguiatioin (SurgelY) $ 39,543.45
$ 39,543.45 $ $
AUGUST
$ $ $
SEPTEMBER
$ $ $
OCTOBER
$ $ $
NOVEMBER
$ $ $
DECEMBER
$ $ $
SUBTOTALS $ 303,631,03 $ 15,615,00 $
GRAND TOTALS $ 319,246,03
28
SUMMARY OF INDIGENT, CHARITY AND BAD DEBT
CLASS "0" AND "X"
Jula07
2007 YTD
Jula08
2008 YTD
REFERRAL $ 119,448.36
$ 190,685.96
CHARITY
$ 100,610.88
$ 564,911,24
$ 107,635,68
$ 694,675.59
INDIGENT
$ 210,176,01
$ 952,047,04
$ 167,101,22
$ 1,376,999.14
29
MEMORIAL MEDICAL CENTER
ACCOUNTS PAYABLE
BOARD OF TRUSTEES APPROVAL LIST FOR JULY 2008
I
, I
II
I:
r
I
1
I
DATE APPROVED A/P & PATIENT
BY COUNTY AUDITOR REFUNDS
7/3/2008 (weekly) $ 425,045,64
7/7/2008 (voided check) $ (5,54616)
7/10/2008 (weekl) $ 297,65403
7/16/2008 (weekly) $ 321,901,52
7/25/2008 (weekly) $ 186,245,97
7/30/2008 (weekly) $ 171,83288
TOTAl.. $ 1,397,133,88
30
: I
RUN DATl\:OB/18i08
'W\!E:08:29
MEMORIAL MEDICAL CEN1'ER
Pi\.GE 1.
G!,CKREG
CHECK REGISTER
07/03/08 THRU 07i03/08
BANK- ..CHECK- --.,.---..-.. ............ - - --..- --..... .-'". '. ---.... -- --..-,.. ,. --....
CODE 1~]1BER DATE pJ10UNT PAYEE
M~~~__~.___._U__________________._________________________________~_____WH______~_________________.,.__________M
MP
'AiP
A/P
A/P
A/P
A/P
A/P
A/P
A/P
A/P
A/P
IlIP
A/P
A/P
A/P
AlP
A/P
A/P
A/P
A/P
AiP
AiP
A/P
A/P
A/P
UP
A/I'
A/P
lJP
A/I'
AiP,
A/l'
A/P
128754 07/03/08
128'155 07/03/08
128756 0'7/03/08
128'757 07/03/08
128758 07/03/08
128759 07/03/08
128760 07/03/08
128761 0'7/03/08
128762 07/03/08
128763 07/03/08
128764 07/03/08
128765 07/03/08
128766 07/03/08
128757 07/03/08
128768 07/03/08
128769 07/03/08
128770 0'7/03108
128771 07/03/08
128772 07/03/08
128'773 07/03/08
128774 07/03/08
128775 07/03/08
128776 07/03/0B
128777 07/03/08
128'778 07/03/08
128'7'79 07/03/08
128780 07/03/08
128781 07/03/08
128782 07/03/08
128783 07/03/08
128784 07/03/08
1.28'785 07/03/0e
1.28786 07/03/08
1287H7 07/03/08
128'788 07/03/08
128789 07/03/08
128790 07/03/08
128791 07/03/08
128792 07/03/08
128793 07/03/08
128794 07/03/08
128795 07/03/08
128796 07/03/08
128797 07/03/08
128798 07/03/0B
128799 07/03/08
128800 07/03/08
128801 07/03/0B
128802 07/03/08
128803 07/03/08
'AlP
.1"t/iJ
l</'P
A/P
'A/P
UP
A/P
AlP
A/P
A/P'
A/P
lIlP
'AII'
AlP
AlP
'A/P
A/P
53.06
1,935.00
899.00
169.00
6,790,01
150.21
159.60
.00
.00
57,176,43
149.61
492.00
1,187.95
85.16
88.00
241. 89
114.50
312.12
210.26
217,50
1, 037.81
36,45
722,00
1,693.43
lO,61
214.68
159.95
'71.5,00
6'7.81
319.60
128.78
219,59
413.86
180.00
6,983,05
750.00
108.50
.00
,00
1,843.35
1,918.94
274.00
165.91
217.43
262.10
36,00
529,59
280.00
56.56
55,82
CUSTOM MEDICAL SPECIALT
PHILIPS MEDICAL SYSTEMS
cmlMINS SOUTHERN PLAINS
PES I HEALTHClI.RE
AUREUS HBALTHCARE LLC
ACE I~DWARE - PORTER'S
ACTION LUMBER
VOIDED
VOIDEn
~IERISOURCEBERGEN DRUG
APPLIED 11EDICAL
ALCON LABORATORIES INC
AIR SPECIALTY & EQUIP~m
AIRGAS-SOUTHWEST
AFLAC
~ITEC
AQUA BEVERAGE COMPANY
ARROW INTERNATIONJi.L INC
ARTHROCARE CORPORATION
ASCENT HEALTHCARE SOLUT
AT&1' MOBILITY
A.U'fO PARTS & ~jACHlm: CO
BARD MEDIClI,L
BAXTER HEALTHCARE CORP
J,i\NE BAR1>l'ETi'
BEST WESTERN PORT J~VAC
BOSART LOCK & KEY INC
BOSTON SCIE~~IFIC CORPO
BOSTON TEXTILE CO, TNC
BSN MEDICAL INC
RUBY CANTU
CIi.R',rSENS
CERTIFIED hABORATORIES
CV'C INCORPORA'rED
MEREDITH CARUSO
CITY OF' PORi' LAVACA
COLDvreLL BANKER RUSSELL
CO~lED CORPORATION
VOIDED
VOIDED
THE COUNCIL COMPM(i
CPSI
LAURA DJi.VILA
DAVIS & WILKERSON
DONNA DAVIS
HELEN DAVIS
DIlL EXPRESS (USA) INC.
DI-CHE~I, INC.
r'IELISSA DELGP.DO
KATHERINE DIETZEL
.,.
31
RUN DATE:OB/18/Ce
n[~E:08:29
;P,B.GE 2
~~MORXAL MEDICAL CEK~ER
CREeK REGISTER
07/03/08 THRU 07/03/08
'BUlK ~ -CIIBCK" -.".. - -, -...... ..,,,,,,--,-- -,.. ,- ,- - --- ---- - - - - -- - ,- - - - --. -- -"'" ,-",.. ,,,-
conE ~~~BER DATE fl}roUN~ PA1~E
GLCRREG
_.______________________________u________________________.____._______________________ww______..__________._-~-----._-----------------.
A/P 128804 07/03/08 1,080.67 DLE PAPER & PACKAGING
MP 128805 07/03/08 200,00 E1 CP-.MPO 11EMORIAL HOSPI
A/P 128806 07/03/08 47.00 MONICA ESCAh~~E
P./P 128807 07/03/08 125.00 EL PATIO RESTAURANf
hiP 128808 07/03/08 194.70 EHPI
AlP 128809 07/03/08 3,115.04 FISHER SCIENTIFIC COMPA
A/P 128810 07/03/08 68.00 JOYCE FLllNNIG!\N
AlP 128811 07/03/08 9,844.80 FRESENIUS USA ~~FACTU
A/P 128812 07/03/08 1,973.80 GREAT ~IERICA LEASING C
A/P 128813 07/03/08 279.48 MICHAEL GAINES
A/P 128814 07/03/08 150.00 GULF COV~~' DELIVERY
A/P 128815 07/03/08 90.00 GENEVIEVE SUTHERLAND I
A/P 128816 07/03/08 406.05 GETINGE USA
A/P 128817 07/03/08 125.00 THE GREEN 1GUM~A GRILL . ;
A/P 128818 07/03/08 1,166.62 GULF COAST PAPER COMPAN
A/P 128819 07/03/08 19.74 H E BUTT GROCERY
A/P 128820 07/03/08 107.20 HEALTH CARE LOGISTICS I
AlP 128821 07/03/08 496.33 HEALTH FORCE MEDICAL
AlP 128822 07/03/08 146.96 SALLY J H1CKL
AlP 128823 07/03/08 4,685.24 HILL-ROM
A/P 128824 07/03/08' 100.50 PAT HRAN1CKY
A/P 128825 07/03/08 155.34 INNOSOURCE BUSINESS SOl,
A/P 128826 07/03/08 711. 00 IKON FINANCIAL SERVICES
A/P 128827 07/03/08 2,519,85 INF01AB INC
J,/P 128828 07/03/08 192.00 INSTRm~ENTATION LABOR1\T
A/P 128829 07/03/08 372.00 IN'l'EGRA. LIFE SCIENCES CO
l,/I! :1.28830 07/03/08 233,75 J .iI., ~1A,J'ORS
A/P 12883J. 07/03/08 13:1.,89 ,rACK I,. MARCUS, IHe
A/I' 128832 07/03/08 33.86 ;JECKER FLOOR & GLASS
h/P 12.8833 07/03/08 9 (),() 0 l&C1 KRIEGEL
li'/P J.2.8834 07/03/0fJ 87,65 Ldill BAFE'rY SUPPLY :mc
AlP 128835 07/03/08 5, ~543, '73 CHARLES W !JA}Jl)RY
A/P 1.28836 07/03/08 282.00 com~ED LINVATEC CORPOlU,
A/P 128837 07/03/08 8,229,17 LUKER P~~CY ~UUNAGEME
A/P :1.28838 07/03/08 100.00 NE~IORIAI, MEDICAl, CEN'l'ER
It!P 128839 07/03/08 3,500.00 1,ZHAR I,. l1.AlfIK, !Ii.Tj,
A/P 128840 0'1/03/08 27,268.56 m:MORIAL l'IEDICAI, CEN'l'ER
A/P 128841 07/03/08 280.90 REBECCA MALONE
A/P 128842 07/03/0B 190.43 i1ARK'S PWtIBING PARTS
A/P :1.28843 07/03/08 :J.11.87 VIARKETLAB
A/P 128844 07/03/08 760.10 m:D-S'fOR
fI/P 128845 07/03/08 101.00 'l'ERESA /fJILLER
A/P J.28846 07/03/08 2,852.63 MEMORIAL MEDICAL CENTER
All' J.28847 07/03/08 648.64 l.jERIDH.N PROFESSIONAl. S
A/P 128848 07/03/08 2,142.11 MERRY X-RAY- SAN ANTONI
All' 128849 07/03/08 108.0'1 j,INDJ\, MEYER
A/P 128850 07/03/08 168.56 ~!ICRO'rEK MEDICAl, :f.NC
A/P 128851 07/03/08 58.61 MOORE WALLACE
A/P 128852 07/03/08 3,000.00 ~mTRITION OPTIONS
A/P 128853 07/03/08 .00 VOIDED
A/P 128854 07/03/08 .00 VOIDED
32
RUN DA.'fE:08/18/08
yillNORIAL MEDICAL CENfER
CHECK REGISTER
07/03/08 THRD 07/03/08
BAJ),lK- -CHECK- --- ,- ,. -.. - -..... -.... - -- - - -,- -- -- - - -., -", ,-------..- ----., -..--
CODE Nm~BER DATE AMOU1n' PAYEE
Pi.\.GE
TIMB:08:29
GLCR.REG
____________~______..___________ .________~___MM_W_______M__________M____.______M__~--------------~--.~------------------~---~----~--
AlP 128855 07/03/08 ,00 VOIDED
'AlP 128856 07/03/08 .00 '\IOIDED
AlP 12885'7 07/03/08 ,00 VOIDED
AlP 128858 07/03/08 .00 VOIDED
AlP 128859 07/03/08 .00 VOIDED
l"./P 128860 07/03/08 .00 VOIDED
AlP 128861 07/03/08 32,999.14 OWENS &: MINOR
'AlP 128862 07/03/08 495.95 PC MALL
A/P 128863 07/03/08 366.80 PHILIPS MEDICAL SYSTEMS
A/P 128864 07/03/08 1,001.00 PITNEY BONES TNC
AlP 128865 07/03/08 412.50 POPULAR LEASING
AlP 128866 07/03/08 44.17 POWER ELECTRIC
AlP 128867 07/03/08 323.00 QUILL CORPORATION
ll/P 128868 07/03/08 / 48.04 R &: D BATTERIES INC
A/P 128869 07/03/08 293.85 R G &: ASSOCIATES TNe
'AlP 128870 07/03/08 5,550.00 RADIOLOGY UNLIMITED
A/P 128871 07/03/08 37,194.22 RELIANT eNERGY SOLUTION
AlP 128872 07/03/08 43.41 SIGNY SIZER
A/P 128873 07/03/08 2,545.00 SO TEX BLOOD &: TISSUE C
A/P 128874 07/03/08 163.17 ST JOHN RECORD PROGRAMS
fI..!P 128875 07/03/08 656.19 SUN COAST RESOURCES, IN
AlP 128876 07/03/08 5,333.11 SYBCO FOOD SERVICES OF
'A./P 128877 07/03/08 1,265 A8 sn:RICYCLE, TNC
AlP 128878 0'7/03/08 1,4'79.20 TEXAS NURSE LUi1(
A,IP 1288'79 07/03/08 23,259,01 TEAYI REHAB
It/p 128880 07/03/08 6,481.45 TLC S'fA,FnNG
AiP 128881 07/03/08 8,61'7.00 1'liC UNEMpLOYNEN'f ifUND
j';",IP 128882 07/03/08 85,427.94 TEX11S CO I< DISTRICT RE't
hiP 128883 07/03/08 125.00 TEXANA GRILL
..../P 128884 07/03/08 L7:L8.00 LOCKBOX Il7EXAS D)~J?T O:t?
A./'P 128885 07/03/08 101, 40 TE)[1\,8 ELEC'I'RICi'.!J SUPELY
AlP 128886 (1'7/03/08 850,00 TEXAS HEALTHCA.T1.E TRUS'rF:
lilT! 128887 07/03/08 'i, 938,00 'rElr.A.8 HOSPI'fAL INS EXCH
A/P 128888 07/03/08 101. 00 PA~"r:i. 'rHUifjANN
A/P 128889 07/03/08 26'7,26 1'RI ,.STATE HOSPITAL SUP I'
A./P 128890 07/03/08 :lZ5 ,Of] TROPICS ~IATERE'RONT
A.!P 128891 0'7/03/08 82,32 UNIFIRS'I' HOLDINGS
AlP 128892 07/03/08 209,86 tmIFORl,j ADVANTAGE
i\.!p 128893 07,103/08 ,00 VOIDED
All' 128894 07/03/08 8,306,65 'lJNH'IRS'I' HOWINGS, 1.J/ .
,A.!P. 128895 07/03/08 H,158.33 UNIV"ERSA!.. HOSPITAL SERV
A/P 128896 07/03/08 1,425.00 UNIVERSITY OF PHOENIX 0
'AlP 128897 07/03/08 186.15 ~rHE UNIF0R11 CONNECTION
A/P 128898 07/03/08 11.1.10 ELVA VELA
A/P 128899 07/03/08 75.49 VERIZON SOUTHiffiST
AlP 128900 07/03/08 751.67 VERIZON WIRELESS
A/P 128901 07/03/08 68.88 \IIAUIAR'I' COHMtl1iITY
A/P 128902 0'7/03/08 66.96 SUE ~IILLIl\JIjS
A/P 128903 0'7/03/08 54,04 ELIZp~ETH ~illSTBROOK
li!P 128904 07103/08 300.00 w~RLING ASSOCIATES INC
All' 128905 07/03/08 14 6,02 GRAINGER
33
RuN DATE~08!18/08
',r1t>!EtOB~2C,
MEMORIAL MEDICAL CENTER
CHECK REGISTER
07/03/08 'rHRU 07/03/0B
BANK -..CHECK..,... - -........ ..,h.... - -- ....,. .,,-_.. - ..- -............ .....' ,. ,.....".. - --.... -.. -,..
CODE NUNllER DATE ilJ'lOU1i'T PAYEE
PAGE
GLCKREG
_.M_N_____~__M~~_.~M_____U__________._____________________________..w~_u_,.~_______M____._M8_______.~M___M______________________.._____.A
lIP 128906 07/03/08
A/P 128907 07/03/08
A/P 128908 07/03/08
A/P 128909 07/03/08
A/P 128910 07/03/08
TOTALS:
86.86
232,89
1,024.00
57,07
349.09
425,045.64
DEBORAH WITTNEBERT
ZIMMER US I me
ROEBEN ii/ALTER
ACCENT
BLUE CROSS & BLUE SHIEL
34
[~MORIAL MEDICAL CENTER
CHECK REGIS'fER
07/07/08 THRU 07/07/08
BANK--CHECK --- -.... -" ,... ..-.." ....,.-" ---.....,-,...-.. - --.................. _.. .....,..........
CODE NUl1BER DA'fE A..f;!Oum: PAYEE
PkGE
RlJN DATE:08/13/08
TID1E:08:31
G],C!\REG
____~__~_~_~M~_~___~_~_.~M_____.__________.___________________'M_______w____________.________._____~__R_____----------.--------------
A/P 128672 07/07/08
TOTALS:
5/546,16CR LAKESIDE ANESTHESIA PLL
5/546.16CR
35
RUN DNxmg.08i18/08
HEHORIA1 I-mDrCAL CEmF.H
PAGE
TIME:08,32 cnECK REGISTER GLCKREG
0,//10/08 THRU07/10/08
BANK....CHECK. -- ._,<........ ---, .",-",-- ............ -- -"" -- ,.., -.. --.... ,.- -....".. - -..
CODE N1JHBER DATE ili,lOUNT PAYEE
__.____________________________~_____._M__~____________M_________________ ,.~____________..____________._________________~____~_-~,.------
AlP 129004 07/10/08 720.00 ACCURATE WATER INC
./i/P 129005 07/10/08 499.00 ANTHRO CORPORATION
A/P 129006 07/10/08 1,594,80 ANDERSON CONSULTATION S
AlP 129007 07/10/08 100.00 AHRNM/AHA
A/P 129008 07/10/08 117,88 ACE HARDWARE.. PORTER'S
A/P 129009 07/10/08 302.49 ACS
A/P 129010 07/10/08 974.52 AIRGAS-SOUTH\~ST
A/P 129011 07/10/08 857.07 AMERICAN KIDh~Y FUND
AlP 129012 07/10/08 12.99 ANNOUNCE.llEJIJ'TS PLUS
A/P 129013 07/10/08 109.04 AQUA BEVERAGE COMPANY
A/P 129014 07/10/08 610.39 ARROW INTERNATIONAL INC
A/P 129015 07/10/08 227.28 ASPEN PUBLISHERS INC
'AlP 129016 07/10/08 1,259.40 AT&T
AlP 129017 07/10/0B 22,175,00 AUDIO ELECTRONICS INC
A/P 129018 07/10/0B 243.00 BARD PERIPHERAL VASCUI~
A/P 129019 07/10/08 105.49 BAXTER HEALTHCARE CORP
A/P 129020 07/10/08 44.54 JANE BARNETT
A/P 129021 07/10/08 14,J.66.01 BECKIilAN COurJTER INC
A/P 129022 07/10/08 !i9.95 BOSART LOCK & KEY TNC
A/P 129023 07/10/08 814,40 BOSTON SCIENTIFIC CORPO
A/P 129024 07/10/08 69,72 BOUl~ TREE MEDICAL, LLC
h/P 129025 07/10/08 29.29 BRIGGS CORPORATION
A/P 129026 07/10/08 1,069.00 CAL COM FEDERAL CREDIT
A/P. 129027 07/l0/0B 36.00 CALHOUN COUNTY WASTE MG
AlP 129028 07/10/08 8;1.21.16 GREGORi' COIVART, CRNA
A/P 129029 07/10/08 315.00 CO~~jED CORPO~~TION
AlP :i.29030 07/:1.0/08 .00 VOIDED
AlP 129031 07/10/08 574.15 THE COUNCIL COMPA!f.{
A/P 129032 07/10/08 249,80 CPSI
'AlP 1.29033 07/10/08 2,282J4 SIE)~ENS HEALTHCARE DIAG
11./1' 129034 (!'7/l0/08 257.57 HEj,j1;N D1WIS
h/P 129035 07/10/08 38.75 K~THEnlNE DIETZEL
A/P 129036 07/10/08 63.98 DLE PAPEK & PACKAGING
AlP :i,29037 07/l0/08 80.00 EN~ERPRISE RENT-a-CAR
A./P 129038 07110/08 5,231.46 E!IJ'TEX
MP 129039 07/10/08 58.08 E~~RGENCY MEDICAL PRODU
AlP 1290110 07/1.0/08 191. 84 EMERY-PRATT COMPA]rr
A/P 1.29041 07110/08 J.4 , '746 SI FISHER SCIENTIFIC COMPA
AlP 129042 07/10/08 68.00 JOYCE FLANNIGm
AlP 129043 07/10/08 219.60 FRESENIUS USA ~!1INUF.i\C'l:'U
A/P 129044 07/10/08 2,641.50 ROBEll'l'S r ROBERTS &. ODEF
A/I' 129045 07/10/08 96.41 BETTY GARZA
A/P 129046 07/10/08 1,843.71 GULF COAST PAPER CONPAN
AlP 129047 07/10/08 67.15 H E BUTT GROCERY
MP 129048 07/10/08 515.08 HOLOGIC
A/P 129049 07/10/08 672.00 HOUSTON BOILER SUPPLY I
A/P 129050 0'1/10/08 1,712.00 HEALTH FORCE MEDICAL
AlP 129051 07/10/08 416.00 HEALTH FORml
A/P 129052 07/10/0B 15,750.00 HORIBA ABX DIAGNOSTICS
A/P 129053 07/10/08 142.27 SALLY J HICKL
36
RUN DATE:Oa/18/08
TIME:08:32
HEMOnIAL !1.EDICf,I, CE!?rER
CHECl< REGISTER
1?1i..GE l,
GLCKREG
07/10/08 THRU 07/10/0S
BI\1-lK--CHECK""" - - - -.. - - - --- ,.. --- ,..- ----. - - -_. -- -,. ,...., --- ,,,. ,. - ".-.... - ,.. -""
CODE K~1BER OA1E AMOU~~ PAYEE
.________________M_WM___________.__.___M___~______________.__~N________b___________M______________________._.----------.-------------~~-
AlP 129054 07/10/08 35.97 HOBBY LOBBY'
AlP 129055 07/10/08 320.00 NELLIE H.PJ~IL1'OIi!
Air! 129056 07/10/08 129.12 PAT HRANICKY
AlP 129057 07/10/08 152.85 I~lUCOR, INC
.'4./P 129058 07/10/08 326.03 INFOLAB INC
AlP 129059 07/10/08 1,433.49 INSTITUTIONAL TRUST COM
AlP 129060 07/10/08 29,668,00 ITA RESOURCES, INC
AlP 129061 07/10/08 112.91 ,TACK L. MARCUS I INC
AlP 129062 07/10/08 750.00 KAW-TV
AlP 129063 07lJ.0/08 598,92 KENDALL - LTP
AlP 129064 07/10/08 5,499.35 LABCORP OF AMERICA HOLD
AlP 129065 07/10/08 11,092.32 LAKESIDE ANESTHESIA PLL
AlP 129066 07/10/08 32,814.81 MEMORIAL MEDICAL CENTER
AlP 129067 07/10/08 1,473.07 r~ COR PURIFICATION
AlP 12906B 07/10/08 5,546,16 TERRY W MCCLAIN CRNA
AlP 129069 07/10/08 1,819.99 MEDRAD INC
AlP 129070 07110/08 2,325.08 MERIDI~: PROFESSIONAL S
AlP 129071 07/10/0B 2,673.15 MERRY X-RAY- SAN ANTONI
AlP 1290'72 07/10/0B 52.06 LINDA NEYER
AlP 129073 07/10/08 339.18 OFFICE DEPOT CREDIT PLA,
AlP 129074 07/10/08 1,446.39 OPEX co~ruNrcATIONS
AlP 129075 07110/08 90.00 AN"rlA POIt..TDEXTER
AlP 1290'76 07/10/08 524.9J. PENTl\.)[ r~EDICAL COl1PANY
AlP 12907'7 07/10/08 2,590.'75 PHILIPS MEDICAL SYSTEMS
AlP 129078 07/:tO/OB 3;950,00 PRE!!IER SLEEP DISORDERS
AJP 129079 0'7/10/08 237,29 POJJYMEDCO INt.
AlP 129080 0'7/10/08 423,.30 R G & ASSOCIATES me
All' 1.29081 07/10/08 689.05 RED l{A\ll!{
AlP 129082 07/10/08 166.15 !UlRIl\. D RESE~TDEZ
A./P 129083 071:l0 108 14,077.56 REGIOtifi>.L CARE, INC
'AlP 129084 07/10/08 20iL9S REGINA J'OHNSON
AlP 129085 07/10/08 754.80 SllNDY RUDDICK
AlP 129086 07110/08 1,250.00 JACKn~ SIVER
;.jp 129087 07/J.0/C8 1,391.45 Sit..N ANTONIO EXPRE:8S..,NEvi
AlP 1.29088 07/10/08 393,59 SERVICE SUPPLY or VICTO
1\/P 129089 07/10/08 193.85 SHER\tIIN \tIIL1IAl18
[{/P 129090 07/10/08 27.00 SHIP SliU<rTl,E TAXI SERVI
AlP 1.29091 07110/0B 392.50 SPECTRl, )~BORATORIES
AlP 129092 0'7/10/08 772.85 ST JOHN RECORD PROGPJU1S
AlP 129093 07110/08 461.. '74 SUSAN SAYERS
MP 129094 07/10/0B 224.87 LARA SO:C:R
AlP 129095 07110/08 4,186.17 SYSCO FOOD SERVICES OF
It/!! 129096 07/10/08 802.52 STATE COMPTROLLER
AlP 129097 07(10/08 430.80 TEXAS NURSE LINK
AI)! 129098 07/10/08 10,049,00 TE:l\N REHAB
AlP 129099 07/10/08 160,00 'fECHSCi\,N INCORPOR1WED
hiP 129100 07/10/08 U..0'U3 'l'Le STAFFING
AlP 129101 07/10/08 133.90 TEXAS WIRED I~uSIC INC
AlP 129102 07110/08 149.99 'rIGER DIRECT, INC.
AlP 129103 07/10/08 38,152.56 3M PDL7478
AlP 129104 07/10/08 104. J."7 DEBRA TRAJ<lHEI,L
37
RUN D11'[: 0 g / 19 / 0 g
MEMORIAL MEDICAL CENTER
PACg
GLCXC~EG
TIME:08:32 CHECK REGISTER
07/10/08 THRU 07/10/08
-BAN'J:{,. ..CHECK,--.... '" ,..... ,... ""'.. ,,,.... ,.-'" ",... ,. .............. ....- ....,- .................,.. _.._.. ,.
CODE Nm1BER DATE p~omv' PAYEE
A/P 129105 07/iO/08 85,00 TRIPLE D SECURITY COR PO
A/P 129105 07/10/08 144.18 TORCH
A/P 129107 07/10/08 39,96 UNIFIRST HOLDINGS
A/P 129108 07/10/08 3,166.80 UNIFIRST HOLDINGS, L.P,
A/P 129109 07/10/08 1,018,03 UNITED PARCEL SERVICE
A/P 129110 07/10/08 253.50 UNITED WAY OF CALHOUN C
A/P 129111 07/l0/08 116.22 ELVA VELA
A/P 129112 07/10/08 332.63 VISA BUSINESS
,A/P 129113 07/10/08 1,617.70 VISA BUSINESS
Alp 129114 07/10/08 178.50 THE VICTORIA COLLEGE
A/P 129115 07/10/08 279.42 WALllJART COlIJMtlNITY
AlP 129116 07/10/08 1,149.81 WASTE ~~AGE~~NT
A/P 129117 07/10/0B 166.16 SUE WILLIAl,IS
A/P 129118 07/10/08 104.72 ELIZABETH lYESTBROOK
AlP 129119 07/10/08 269.85 GRAINGER
AlP 129120 07/10/08 104.16 SHELLY ZAVALA
AlP 129121 07/10/08 40.58 ZIHMER US, INC.
AlP 129122 07/10/08 319.43 ZONES
TOTALS: 297,654.03
38
RUN DA'rE:OB/IBiOB
'rIFlE:: 08:32
MEMORIAL !I~DICAL CEN1ER
CHECK REGISTER
07/16/08 TERU 07/16/08
13:!u~1(.. -CHECK.... --- -.- ,.., ,." ...... -...... -","" ,..... -- - -.... --.. - -. ---. .,. '" -.. -. ,..
CODE NUMBER DATE AMOUNT PAYEE
PAGE
-,
.i.
GLCl\REG
_~W________"~__WU____~N___W_M~__________________WN_________~________________________________________~_____________._~..____________w__
li'/P 129126 07/16/08 59.64 FILTER TECHNOLOGY CO, I
A/p 129127 07/16/0B 17,559.87 O~iNI-pORT LAVACA 07, L.
A/P 129128 07/16/08 109.95 CAL SCIENTIFIC, INC
A/P 129129 07/16/08 135.37 ACE HARDimRE - PORTER'S
A/P 129130 07/16/08 .00 VOIDED
A/P 129131 07/16/08 .00 VOIDED
A/P 129132 07/16/08 47,073,72 AbIERISOURCEBERGEN DRUG
A/P 129133 07/16/0B 351. 35 AIRGAS-SOUTffi~ST
A/P 129134 07/16/0B 428.00 ASCENT HEALTHCARE SOLUT
A/p 129135 07/16/08 2,371.61 BAXTER HEALTHCARE CORP
A/p 1.29136 07/16/08 52.65 JANE BARNET1'
A/p 129137 07/16/08 69.92 BRUCE'S AUTO REPAIR
A/p 129138 07/16/08 4,951.11 BECKV~ COULTER INC
A.!p 129139 07/16/08 392.73 BECKWITH ELECTRONIC ENG
A/P 129140 07/16/08 492.48 BAY CITY TRIBUNE
AlP 129141 07/16/08 168.48 RUBY CANTU
All' 129142 07/16/08 140,46 CERTIFIED ~~ORATORIES
All' 129143 07/16/08 799,60 SUDDENLINK MEDIA
1l/P 129144 0'7/16/08 14,004,00 CPSI
A/P 129145 07/16/08 36.22 MELISSA CUHPIAN
A/P 1.29146 0'7116108 2,350.00 SIEMENS HEALTHCARE D1AG
AlP 129147 07/16/08 2.0 8 , 26 HELEN DAVIS
A/P 129)A8 0'7/16/08 18.00 mE, EXPRESS (USA) INC,
A/P 1291.49 0'7/16/08 123.49 KATHERINE DIETZEr.
AlP 129150 07/16/08 248,05 DYNATRONICS CORpO~~TION
AlP :[29151 07/16/08 50.00 MONICA ESCALANTE
A/P 129152 07/16/08 1.4.99 JOE 7, Fi\.LCON
,(.~,I p. 1.2 915 3 07 /J.6/ 0 8 37.19 FEDERAL, l~XPRESS CORP,
A/P 129iSil 07/16/08 296.36 lUCHARD :1'ERGUSON
AlP 1291'i!i 07/16/08 131.20 FIRESTONE OF POR'r. I&VAC
P.!P 1291.56 07/16/08 6,079.29 FISHER SCIENTIFIC COMPA
AlP 129157 07/16108 ~50.00 FORT BEND SERVICES, lNe
AlP J.291.';8 07/16/08 5,785,00 FRESENIUS USA MANUFACTU
A/P 129J.~;9 0'7/16/08 77.22 BEny GARZA
.pJP 129160 07/16/08 24,956.71 GE HEAW'HCAR8 Fm SRVS
A/p 1.29161 0') /16/08 25.08 H II BUT'r GROCERY
A/l' 129162 07/16/08 19.99 HAJJL WIRELE,9S
AII' 1291.63 0') /16/08 49,81 'rilE H+H SYS'I'Eiij, mc
All' 129164 07/16/08 213.84 HEALTH CA.~E LOGISTICS 1
A/P 1.29165 07/16/08 11.7,00 SALLY iT HICKL
MP 129166 0'7/16/08 252.53 JESUS ITA S. HERNANDEZ
All' 129167 07/16/08 24,51 PAT HRANICi,Y
l\!P 129168 07/16/08 5,762.66 IKON FINANCIAL SERVICES
All' 129169 07/16/08 841. 49 INSTRffi!ENTA'rION I.J\BORAT
kIP 1291'10 07/16/08 78,40 JACKSON COUNTY HERALD
XVP 1291'71 07/16/08 136.80 LANGUAGE LIN~ SERVICES
All' 129172 07/16/08 3..1.05.04 LIONVIL1E SYSTEMS, TNt
All' 12917 3 07/16/08 64.92 MOTION INDUSTRIES
A/P 129174 07/16/08 19,040.20 MEMORIAL MEDICAL CENTER
AlP 1291.75 07/16/08 222.82 MEDI-GARB CO INC
39
RuN DA1E:08/18/0D
lj:I'I1T:i: 08 ~ 32
r~MORIAL MEDICAL CENTER
CHECK REGIS1'ER
07/1.6/08 THRU 07/16/08
PAGE 2
GLClalEG
i31\.l\1K. ,. - CHECK - ., .. ... .., .
CODE ~~~1BER DATE
llHOUN'I'
l?A '{EE
___________~______..~~___.W4__M_U___________________W________MW_~~_____..______.___Mm__________________M_'_.---------..--------~--.-------
A/P 129176 07/16/08 515.40 MERIDIAN PROFESSIONAL S
A/P 129177 07/16/08 52.69 HHC AUXILIARY
'A/P 12917 B 07/16/0B 121.68 LINDA ~!EYER
AlP 129179 07/16/08 119.45 ON-SITE TESTING SPECIAL
A./P 1291BO 07/16/08 .00 VOIDED
AlP 129181 07/16/08 7,866.54 O\'iENS &. mNOR
A/P 129182 07/16/08 88.00 PALACIOS BEACON
A/P 129183 07/16/08 6,298.72 PARRISH MOODY &. Fll<ES,
A/P 129184 07/16/08 1,137.50 PORT LAVACA WAVE
AlP 129185 07/16/08 27.90 QUEST DIAGNOSTICS
AlP 129186 07/16/08 217.12 RELIANT ENERGY SOLUTION
AlP 12918707/16/08 213.04 RENEE DUNAGAN
A/P 129188 07/16/08 5,000.00 SOUTHEAST TEXAS HOSPITA
A/P 129189 07/16/08 4,294.00 SO TEX BLOOD &. TISSUE C
A/P 129190 07/16/08 47.25 STRICTLY BUSINESS
A/P 129191 07/16/08 2,875,00 THOMSON HEALTHC~~E INC
A/P 129192 07/16/08 1,200.46 TLC STAFFING
A/P 129193 07/16/08 23,984.00 TOSHIBA M~ERICA MEDICAL
A/P 129194 07/16/08 10,000.00 TOSHIBA AMERICA MEDICAL
'AlP 129195 07/16/08 82,010.48 TEXAS EMERGENCY ROOM SE
AlP 129196 07/16/08 748.00 TEXAS GLASS & TIN'rING
A./P 129197 07/16/08 417.00 THE T SYS'fEM. INC.
A/P 129198 07/16/08 459.96 TIGER DIRECT, INC.
A/P 129199 07/16/08 40.34 'fRANt COI~P ANY
AlP 129200 07/16/0B 1,574.36 TRI,.STATE HOSPITAl, SUPP
AiP 129201 07/16/08 39.96 UNIFIRST HOLDINGS
A!P 1.29202 07/16/08 167.91 UNIF'01m 1\1JVA'.i'i'fAGE
A/P 129203 07/1,6/08 J.51~52 ELVA VE1J\
A/l? 129204 ()7/16/08 1,013,'70 VERIZON SOUTHVlliST
A/P 129205 0'7/16/08 2,902,60 THE VICTORIA ADVOCATE
A/P 129206 07/16/08 150,00 THE VICTORDl. COLLEGE
AlP L29207 07/16/08 3/L3.8 WAL~iART COlli~~ITY
All? 129208 07/16/08 83,07 ELIZABI;'J'H WESTBROOK
All' 129209 07/16/08 8,001.00 vlINTHROP RESOURClIS CORP
l1!P 129210 07/16/08 '70. ')8 zn1HER US, mt.
1,lI07.'.ALS: 3:21;901.52
40
PAGE l
MEMORIAL MEDICAL CENTER
CHECK REGIS1'ER
07/25/08 THRU 07/25/08
BlIJ'J!(--CHECK..-,- -, ,. -' ,- ,-- - '" ,- ..,.... ,- -- '" -,.- ..,.-.. --...... ........ " .,. ..,,~. --..'''' '.- -- ,.
CODE !~1BER DATE ~40UNT PAYEE
RUN DATE,OB/1.8/08
TIME: 08:32
GLCKREG
____________.M_U__________~_________________~______.__---------------------------~----------------------------.,---------,.---..-.---.---
AlP
A/P
AlP
AlP
AlP
'A/P
AlP
A/P
A/P
A/P
A/P
A/P
A/P
AlP
AlP
AlP
,'A/P
AlP
A/P
A/P
A./P
AlP
AlP
AiP
A/P
A/P
A/P "
A/P
129211. 07/25/08
129212 07/25/08
129213 07/25/08
129214 07/25/08
129215 07/25/08
129216 07125/08
129217 07/25/08
129218 07/25/08
129219 07/25/0B
129220 07/25/08
129221 07/25/08
129222 07/25/08
129223 07/25/0B
129224 07/25/08
129225 07/25/08
129226 07/25/0B
129227 07/25/08
129228 07/25/08
129229 07/25/0B
129230 07/25/08
129231 07/25/08
129232 07/25/08
129233 07/25/08
129234 07/25/08
129235 07/25/08
129236 0'7/25/08
:L2923'7 0'7/25/08
129238 0'7/25/08
129239 07/25/08
129240 07/25/0B
D9241 0'7/25/08
129242 0'7/25/08
129243 07/25/0B
129244 07/25/08
129215 07/25/08
129246 0'7/25/08
1292f7 07/25/08
129248 07/25/08
129249 07/25/08
129250 07/25/0B
129251. 07/25/08
129252 07/25/08
129253 07/25/08
129254 07/25/08
129255 07/25/08
129256 07/25/08
1.29257 07/25/08
129258 07/25/08
129259 07/25/08
J.29260 07/25/08
J.~!P
AlP
A/I'
A/P
AlP
A./P
AlP
AlP
p"!p
AlP
A/P
A/P
AlP
A/P
l1./P
I,/P'
All?
hIP
AlP
AlP
P./P
AlP
H2.95
140.19
300.45
284.22
336.00
551. 07
24.00
1,050.00
4.21
96.60
67.90
1,087.65
26.33
19,708,76
131.16
1,069.00
705.46
194.81
171. 62
8,121.16
185.76
299.25
676.50
'7'iO,OO
221. 69
1/392.26
3,1,12.24
609.00
121,00
309.47
61. 36
18.00
g.OO
4,286,60
94<.42
232,00
200.00
H8,35
138.15
10/180.00
1,282.67
549.48
2,060.16
3,227.05
589.58
1,578.72
28,55
1.,328,48
150.35
88.98
CAL SCIENTIFIC, INC
ACE HARDWARE - PORTER'S
AMERISOURCEBERGEN DRUG
APPLIED l'lEDICAL
ANITA F'RICKE - COtJNTy C
A.MERICAN KIDNEY FUND
J\NNOUNCE~lENTS PLUS
ARTHROCARE CORPORATION
AT&T blOBILITY
AUTO PARTS & 11ACHINE CO
BARD ~IEDICAL
BAXTER HEALTH CARE CORP
JANE BARUETT
BECK!'UUi COULTER INC
BRIGGS CORPORATION
CAL COM FEDERAL CREDIT
CALHOUN COU1~Y EMS
RUBY CANTU
CVC INCORPORATED
GREGORY COWART r CRN1\.
CHANNING L BETE CO TNC
CHOOSING 'J'HE BEST
CLINICAL I:: l..A.BORA,TORY
COLDI'lEI,L BANKER RUSSELL
COOPER SURGICAL :LNC
CPSI
SIEMENS HEALTHCAl'.E DIAG
DAVIS & WILY~RSON
DONNA DI, VIS
HELEN DAVIS
RITA m.VIS
AMY DAY
DHL EXPRESS (USA) INC,
DELL i~j(ETING L,P.
KM'HERINE DIETZEl,
THE DOCTORS' CENTER
El, CAt>IPO 11ElQORIAL HOSP1
EMBASSY SUITES
E Z GRAPH OF' VICTORIA 1
FARNAt>! S'rREET FIN~.NCIAI,
F'ISEIT'R SCIENTIFIC CmlPA
FORT DEARBORN LIFE INSU
GE HEALTHCARE
GE HEJ\.LTHCARE FIN SRVS
GE1'INGE USA
GULF COAST PAPER COMPF~
H E BUTT GROCERY
HOLOGIC
SALLY J HICKL
PAT KRANICKY
41
RUN DATE:08/18/0e
'J:IrliB:08d2
MEMORIAL MEDICAL CENTER
PAGE ,;
GLCKREG
CHECK REGISTER
07/25/0B THRU 07/25/08
BANK--CHECK..". .."" -.... -_.. -.... -.,.. ,,,_.... -.... -...... -_.... -,,, - ,..-.... - ,,,.. '" ,,,.. _.. ,,,
CODE ~lBER DATE RMOmr.r PAYEE
___________~______~________________________________________~____w______________~w_____________."____________-_.-
l'.!P 129261 07/25/08 33.54 INNOSOURCE BUSINESS SOL
AlP 129262 07/25/08 2,076.87 INFOLAB INC
AlP 129263 07/25/08 1,433,15 INSTITUTIONAL TRUS'E C011
VP 12926407/25/08 6,900.00 INTEGRATED REVENUE ~LkNA
'A/P 129265 07/25/08 170.00 INTOXIMETERS
A/P 129266 07/25/08 167.67 IV.~l1S
A/P 129267 07/25/08 597.70 J.A. ~1AJORS
AlP 129268 07/25/08 203.86 JACK L. MARCUS, INC
A/P 129269 07/25/08 85B.00 KeI USA I
AlP 129270 07/25/08 562.93 LANDAUER INC I
A/P 129271 07/25/08 5,546.16 LAKESIDE ANESTHESIA PLL I
AlP 129272 07/25/08 77.78 LIPPINCOTT WILLIAMS & W
A/P 129273 07/25/08 892,49 LIFELINE SYSTEMS me
A/P 129274 07/25/08 8,229.17 LUKER PH1UU4ACY MANAGEME
A/P 129275 07/25/08 100,00 MEMORIAL MEDICAL CENTER
AlP 129276 07/25/08 9,677.52 MEMORIAL MEDICAL CENTER
A/P 129277 07/25/08 184.11 MARK'S PLUl.ffiING PARTS
AlP 129278 07/25/08 128.82 ~!ARKETIJ>...B
A/l? 129279 07/25/08 5,546.16 TERRY W MCCLAIN CRN!
A/P 129280 07/25/08 723.61 ~!EDR..i\.D INC
F./p 129281 07/25/08 83.20 MEDTRONIC USA, INC.
A/P 129282 07/25/08 220.09 MESA LABORATORIES INC
A/P 129233 07/25/08 487.41 METLIFE
AlP 12923,) 07/25/08 955.38 MERIDIAN PROFESSIONAL S
AlP 129285 07/25/08 211,65 MERRY X-RAY- SAN ANTONI
A/I' 129286 07/25/08 79,04 MMC AUXILIA.RY
A/P 12928'7 07/25/08 101..38 LINDA t1EYER
A/!; 120288 07/25/08 1{496.'76 PER,.SE TECHNOI.OGIEB
All' 129289 07/25/08 352,00 M.A.l1. Y !illS-yARE Z , LB11)'.. BS1/l
A/I' 129290 07/25/08 513,75 OUTBURST ADVERTISING
A/P 129291 07/25/08 3,436.92 pC HALL
]l/l' 129292 07i25/0B i!07 .21- POVIDERHORN INDUSTRIES I
AlP 129293 0'7/25/08 480,00 RADIOLOGY miLIMITED
A/P 129294 07125/08 76.1.9 RECEIVA.BI,E MAl~]IGEl.lENT,
A/P 129295 0'1125/08 1.66,1.5 t1ARIA D RESENDEZ
hIP 1.29296 07/25/08 1(\3,:33 REGINA ,JOHNSON
pJP 129297 07/25/08 124.24 SIEMENS WATER TECHNO LOG
AlP 129298 07/25/08 297.00 SENIOR STANDARD
AlP 129299 07/25/08 21.6 .19 SHERWIN mI,LI.!\MS
A/P 129300 07/25/08 1,639,16 SIEMENS ~lEDICPJ, SOLU'HO
AlP 129301 07/25/08 393.85 SIGm SIZER
,~JP 129302 07/25/08 203.35 ST JOHN RECORD PROGRAtlS
AlP 129303 07/25/08 41. 40 STRICTLY BUSINESS
AlP 129304 07/25/08 328,85 s~a COAST RESOURCES, IN
A/P 129305 07/25/08 1,499,27 STERICYCLE, !Ne
A/P 129306 07/25i08 280,78 'f-MED, LLC
A/P 129307 0'1/25/08 430.80 TEXAS NURSE ],INK
AlP 129308 07/25/08 10,000.00 'rEM! REHl\Jl
AlP 129309 07/25/08 4;500,95 r'Le STAFFING
A/P 129310 07/25/08 115,00 TONE
P./p 129311 07/25/08 129.57 TEXAS ELECTRICAL SUPPLY
42
RDl1 DATE:OB/18/0B
THlE:OB:32
PAGE
MEHORIAL MEDICAL CEmER
G1CKREG
CHECK REGISTER
07/25/08 THRU 07/25/08
BANK- -CHECK- - -....., --. -.-.. .,- -. -" -.. --" ---- ......... .,. - -- -- ,. - ...... ....-..,..-
CODE t~~BER DATE lli10D"NT PAYEE
____..______________M_~M__M__~_~_____________________________________~_________________~_____..._M_____~__________._ww____,.,.~~_~.__WN___
A/P 129312 07/25/08
A/P 129313 07/25/08
A/P 129314 07/25/08
AlP 129315 07/25/08
A/P 129316 07/25/08
AlP 129317 07/25/08
A/P 129318 07/25/08
A/P 129319 07/25/08
A/P 129320 07/25/08
A/P 129321 07/25/08
A/P 129322 07/25/08
A/P 129323 07/25/08
A/P 129324 07/25/08
A/P 129325 07/25/08
A/P 129326 07/25/08
AlP 129327 07/25/08
A/P 129328 07/25/08
A/P 129329 07/25/08
A/P 129330 07/25/08
A/P 129331 Q7/25/08
TOTALS:
15,907.00
1,250,91
104.17
3,270.26
3,066.39
14,158.33
245.50
150.93
305.62
152.09
53.24
104.16
650.00
103,92
1,451.19
660.14
637.80
113 .18
1,823.24
353.88
186,245.97
TEXAS HOSPITAL INS EXCR
TIGER DIRECT, INC.
DEBRJi. TRIJ1MELL
UNUM LIFE INS CO OF M1E
UNIFIRST HOLDINGS, L.P.
UNIVERSAL HOSPITAL SERV
UNITED WAY OF CALHOUN C
ELVA \IBLA
VERIZON SOUTlfWEST
WALtrJA.lW COMl,lUNITY
ELIZABETH WESTBROOK
SHELLY ZAVALA
CHRISTINA ZAPATA-ARROYO
ZIMMER US, INC.
ACS RECOVERY SERVICE
GREAT..V~ST HEALTHCARE
HINDS DON D
CUELLAR VICTORIA
VIANT-BC & BS OF TEXAS
HODGES I>'LP.RY
43
Ru~ DATE:Oa/18/08
TIlolE:03:33
PAGE '
l1E1'10RIAL l~ED I CAL CENTER
CHECK REGIS'fER
07!30/08 THRU 07/30/08
BANK" .,CHECK.. -- - - _...... _... _........ - .......'.. ...,....,................ - -- -.. -.-............
CODE ~'n4BER DATE pJIOUN-T PAYEE
GLCIlliEG
~__________________..___________~.____~_M_________~~____________~M~.W_w___~n_____________~__~___~~___.._____. --------~---..-..-~-....--
A/P 129332 0'7/30/08 4,508,88 AUREUS HEALTHCARE LtC
A/P 129333 07/30/0B 270,5'7 ACE IUl~DWARE .. PORTER'S
A/P 129334 07/30/08 ,00 VOIDED
A/P 129335 07/30/08 .00 VOIDED
A/P 129336 07/30/08 39, 672 , 87 AMERISOURCEBERGEN DRUG
:A/P 129337 07/30/08 2/425.81 AIRGAS-SOUTmqEST
A/P 129338 07/30/08 27,04 CJI.RDINAI, HEALTH
A/P 129339 07/30/08 4/021.78 AFLAC
AlP 129340 07/30/08 724.52 CARDINAL HEALTH
AlP 129341 07/30/08 221. 34 AHTEC
AlP 129342 07/30/0B 99.50 AQUA BEVERAGE COl>IPANY
A/P 129343 07/30/08 676,00 ASCENT HEALTHCARE SOLUT
A/P 129344 07/30/08 845,18 AT&T NOBILITY
A/P 129345 07/30/08 288.00 AWESOME PAGING INC
A/P 129346 07/30/08 901. 33 BAXTER HEALTH CARE CORP
A/P 129347 07/30/08 99.45 JA..l>lE BAIDIE'I'T
AlP 129348 07/30/08 418.88 BECI~UtN COULTER INC
,'!tIP 129349 07/30/08 204.86 BOSTON TEXTILE CO, INC
1\./1' 129350 07/30/08 150.35 RUBY CANTU
A/P 129351 07130/08 282.56 CITIZENS MEDICAL CE~~gR
,'P./P 129352 07/30/08 '7,161.25 CITY OF PORT LAVACA
:a/P 129353 0'7/30/08 8,426,50 COASTAL [;lEDrCAL CI,INIC
)\/1' 129354 07/30/08 1,1'77.64 CPSI
AlP. 129355 07/30/08 HZ,36 CUSTOM INTERIORS
A!P 129356 07/30/08 240,00 LAURA :or,VILl,
rl..)p 1293157 0') m/os 28'7.24 HEllEN D.I\.VIS
hIP :L29358 07/30/08 1,530,g DEPUY ORTHOPAEDICS INC
'{-I.i1:i 129359 07!30/08 96 ,00 DICTltPHON'i:
.?..jp 129360 07/30/08 280.00 lViELISSA DELGADO
AlP 129361 07/30/0[1 348.1.3 P,7.tTRICJ:A :OD~Bln
A/P 129362 07/30/08 66,16 KATHERINE DIETZEL
AlP 129363 07130/08 330,:1.1 DYNA,TRONICS CORP.ORA'rION
AlP 129364 0'7130/08 .394.00 EAGT,r:: F:n1E " SAJ?E'fY :mc
.h/P 129365 07/30/08 3'7.30 FEDERA,1 EXPRESS CORP.
A/I? 129366 07/30/08 4,240.89 FISHI:R SCIENTIFIC CO!>lP.h
A/P :1.29367 07/30/08 58.00 GE!\1ESIS WORLDHIDE ENTER
AlP 129368 07/30/08 526.80 HEALTH FORCE MEDICAL
A/P 129369 07130/08 156,78 SAI,LY J HICKL
A/P 129370 07/30/0B 88,51 PItT HRANICKY
AlP 1293'71 07/30/08 1,557,74 IKON I'INANCH.I, SERVICEH
A/P J.29372 07/30/08 1.,266.68 INSTRUMENTATION LABORAT
:Il./P 129373 07/30/08 246,50 KIMBERLY" CLARK TNC
A/P 129374 07/30/08 34, 00 KEY SURGICAL me
:A/P 129375 07/30/08 87,60 [,IONVILLE SYS'fE~!S I INC
A/P 129376 07/30/08 21,760.21 MEMORIAL MEDICAL CEN~ER
II/P 129377 07/30/08 561.00 BEDTRONIC PllYSIO,.COliffRO
A/P 1.29378 07/30/08 817,60 ['!EMdata
A/P 129379 07/30/08 1,605.84 MERRY X-RAY- SAN ANTONI
AlP 129380 07/30/08 27.54 MMC AUXILIARY
A/P 129381 07130/08 38.61 LINDA ['lEYER
44
RUN DATE:03/18/08
NEI'lORIAL HEDIC1,1., CENTER
PAGE 2
Tn~E:08:33 CI{ECK REGISTER
07/30/08 THRU 07/30/08
BANK.. ..CHECK,,- - -..... -- ,...,. .,....... --.... - - ----"...... ..,. .". - ,._..,,-,....... -., ,,, ........
CODE NUl1BER D1>.1'E ,MlOUNT PAYEE
G1CKRT~G
~_____..~__.W_____________________________________._M-------,~----------------..----------.~--- .------------------------..--------------
A/P 129382 07/30/08 445.20 MUSTAIN & ASSOCIATES
AlP 129383 07/30/08 632.20 HARVEY OLASCUAGA
MP 129384 07/30/08 1,881. 30 OUTBURST ADVERTISING
A/P 129385 07/30/08 363.76 PERFOR}~CE FOOD GROUP"
AlP 129386 07/30/08 4,200.70 PHILIPS MEDICAL SYSTEMS
AlP 129387 07/30/08 91. 87 PONER ELECTRIC
All' 129388 07/30/08 355.90 QUILL CORPORATION
A/P 129389 07/30/08 21. 24 R & D BATTERIES INC
A/P 129390 07/30/08 428,25 R G & ASSOCIATES INC
A/P 129391 07/30/08 42,236.49 RELIANT E~~RGY SOLUTION
A/P 129392 07/30/08 318.32 SANDY RUDDICK
AlP 129393 07/30/08 111.16 SERVICE SUPPLY OF VICrO
A/p 129394 07/30/08 175.95 SHERmN WILLIAMS
AlP 129395 07/30/08 155.25 SlHLE ~!AKERS
AlP 129396 07130/08 320.00 STANFORD VACum1 SERVICE
AlP 129397 07/30/08 1,927,00 STRICTLY BUSINESS
A/p 129398 07/30/08 667,83 STRYKER ENDOSCOPY
AlP 129399 07/30/08 400.00 STERIS CORPORATION
AlP 129400 07/30/08 1,333.87 STERICYCLE, INC
AlP 1.2940), 07130108 371,25 TIGER DIRECT, INC.
1-.11' 129402 07/30/08 2,710,02 TRI.STATE HOSPITAL SUPP
All' :i.29403 07/30/08 39.96 tJNIFIRST HOLDINGS
AlP 129404 07/30/08 251. 81 DNIFOR}j ADVAN~AGE
AlP 12940!i 07/30/08 161. 46 ELVA \TELl',
UP 129406 07/30/08 L606~25 \TERIZON SOUTHV~ST
MP 1294,07 07/30/08 376.85 VERIZON WIRELESS
A/P 129408 07/30/08 56.00 THE VICTORIA ADVOCATE
All' 129409 07/30/08 154.15 PA!~ VILLAl"UERTE
'AlP 129410 07130/08 298.07 WALMlI1\T COya.1UNITY
A/P 129411 07130/08 89.S1 EI,IZABETB WES1'BROOK
A/P 1.49H2 07/30/08 1.91.2:1 GRAINGER
TO'fl\.LS : 171,332.88
45
1 \C120
~CR\lJi D,~TS: 0&/15/0B ~1E~10mL f.1EDICAL CENTER PAGE 1
TIME: 10 ;25 . JlJLY2008PAYROLL
DeptName Ti tle TotGross Rate/Yr I
- ---- - -- - ---- --- ------ - -- --- --- --- --- ----- -- --- - --- - - -- ---- --- ---- -- --- ----- ---- I
~.CCOUJmNG DIR i'JANp.GED CARE!~.P 3248,00 42224.00
i
ACCOljNTING P~, YROLL CLERK 3560,89 40705,60 i
ADMINISTRATION ADMIN CLERK 72 8.7 0 13624,00 I
I
ADMINISTRATION F.DMINIST ASSISTANT 2841,60 36940,80 I
I
p.DHINISTRATION ADilINISTRATOR - C, E, 0, 10805.20 134617,60 I
ADiIINISTRATION C,F,O. 6153.60 79996,80
BUS INESS DEVELOPi'iENT DIR BUSINESS DEVELOP 3857.60 50148,80 I
BUSINESS OFFICE CMHIER/SWITCHBOARD 1468,03 20155.20 i
BUSINESS OFFICE COLLECTIONS CLERK 1291.62 17139.20
BUSINESS OFFICE COLLECTIONS CLERK 1303,80 17056.00
BUSINESS OFFICE DIRECTOR BUS, OFFICE 3424,00 44512,00
BUSINESS OFFICE INSURANCE COORDINATR 1574,40 21091,20
BUSINESS OFFICE INSURANCE FOLLOW UP 1461,36 18886,40
BUSINESS OFFICE NC/MC SECTION LEADER 1846.65 23420.80
BUSINESS OFFICE MEDICAID BILLING COR 63, .52 19572,80
BUSINESS OFFICE ilEDICAlD COORD 1347.25 18033,60
BUSINESS OFFICE PATIENT ACCT SUPERV, 1980.80 25750,40
BUSINESS OFFICE REGISTRATION CLERK 122 4.0 0 16640,00
BUSINESS OFFICE REGISTRATION CLERK 1277,00 16640,00
CALHOliN CITY CIHCP COORDINATOR 1733,29 22152.00
CALHOUN CITY PRESCRIPTION CLERK 1648,66 17659,20
CARE PROGRAM ADMINIST ASSISTANT 197,38 11856,00
CARE PROGRAM CARE PROGRi'.i\ COORD 1857,7B 26956,80
CENTRAL SUPPLY CS TECH 1718,96 22276,80
CLINICAL SERVICE ADMINISTRATIO JI.DMIN DIR CLINIC SRV 6080,00 79040,00
CLINICAL SERVICE ADHINISTRATIO JI,DMINISTR ASSISTi'.NT 2080,00 28704,00
CLINICAL SERVICE ~,DMINISTRATIO DIRECTOR OF NURSING 6180,80 80350,40
COi1MmmATIONS E,R, CLERK 123 8.7 5 15600.00
COMN1Jl~ I CAT IONS ER CLERK 82.00 17139,20
C0i<1HUNICATIONS ER CLERK 96,76 19656,00
COiU-lUNI CP.TI ONS ER CLERK 136,14 7976,80
COMJI\UNICATIONS ER CLERK 8'10,87 1'7576,00
COMJIIL1jlCATlONS ER CLERK 1230.26 15600,00
CONi\UNICP.TIONS ER CLERK 1267,63 15600,00
COifMUNICATIONS ER CLERK 1315,81 15953.60
CQt.\i1UN I CATIONS ER/OP ASSISTANT 70,88 16348,80
COMMUNICATIONS ER/OP ASSISTPliT 175 2.18 174 09.60
CO~OOJNICi'.TIONS ER/OUTPATIENT 1304,03 17238.00
DATP. PROCESSING DIRECTOR OF IT 4433,46 46841,60
DATA PROCESSING !.T, SPECIALIST 3021.93 36628,80
DIALYSIS mm ADlHNISTRATI\TE ASST 195 D.8 5 25480,00
D!l',LYSIS UNIT CERT HEMO RN CH~.RGE 5651.05 61588,80
DIALYSIS UNIT LVN 2840,93 36192,00
DIALYSIS UNIT PATIENT CARE TECH 143,50 29120,00
DIALYSIS I)NIT PATIENT CARE TECH 1916,54 22193 60
DIALYSIS UNIT PA TIENT CARE TECH 2074,93 21112,00
DIALYSIS UNIT PATIENT CARE TECH, 2486,12 24169,60
DIALYSIS UNIT REGISTERED NURSE 4166,25 60320,00
DIALYSIS mm RN I<'TIRSE i!P,N~.GER 7616.5'8 64147,20
DIALYSIS mm TECHNICAL SUPERVISOR 491.51 40892,80
DIETARY DIRECTOR 2932,80 38126,40
DIETARY DISHNASHER 599,28 13852,80
DIETp.RY D I SHW~,SHER 1199,61 15558,40
DIETARY HOSTESS 524,28 13624,00
46
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~CRllJ! DATE: oa/15/0B HEMORIAL to\EDICAL CENTER PAGE 2
TIME: 10: 25 DEF1>,ULT FORMAT FROM DE019
DeptName Ti tIe TotGross Rate/Yr
-~-- ---- ---- ---- - --------- - ---- -- --------- --- - ----- ---- ---- ----- ---- -------- ----
DIETARY HOSTESS 1079,03 13790.40
DIET1>,RY HOSTESS 1093,08 13852,80
DIETARY HOSTESS 1121,75 14560,00
DIET1>.RY PM COOK 1379,66 17056,00
DIETARY SH 1FT SUPERVISOR 1788,16 22609,60
DIET1>,RY SHIFT SUPERVISOR 1844,53 23129,60
EDUCATION EDUCATION DIRECTOR 4832,16 59675,20
EMERGENCY ROOM CUSTQ)\ER SER REP CNA 1216,14 14851.20
EMERGENCY ROOM ER OUT PT ASSISTANT 1457.71 17409.60
E~IERGENCY ROOM ER/OP ASSISTp.NT 1300,88 17139.20
E~IERGENCY ROO~I ER/OP CLINIC UM TRJ1J.f 6230,77 65603,20
EMERGENCY ROOM LVN 4233,58 33176.00
EMERGENCY RODiI LVN 520 9.15 33176,00
EMERGENCY ROOM OP COORDINATOR 1731.2 0 22505.60
EMERGENCY ROOM REGISTERED I-JlJRSE 1205,B1 60320.00
EloIERGENCY ROOM REG I STERED NURSE 1624,94 60320.00
E~IERGENCY ROOM REGISTERED NURSE 3909,71 60320,00
E~IERGENCY RODiI REGISTERED NURSE 4037,16 48547.20
EMERGENCY ROOM REGISTERED NURSE 4781.5 5 45052,80
EMERGENCY ROOM REG ISTERED NURSE 4B9 3.9 5 60320,00
EMERGENCY ROOM REG ISTERED NURSE 5440,42 58032,00
EMERGENCY ROO~1 REGISTERED NURSE 5892,41 60320,00
E~\ERGENCY ROOM RN 2430,65 60320,00
EMERGENCY ROOM Pl~ 3797,53 41849.60
EMERGENCY ROOII RN 4253,63 57200,00
EMERGENCY ROOM RN 5204,41 60320.00
EMERGENCY ROOM RN 7097,64 60320,00
ENVIRONMENTAL SERVICES UL SHIFT SUPERVISO 1693.06 21424.00
ENVIRONMENTAL SERVICES AIDE 1218,57 13624,00
ENVIRONJ.\ENTAL SERVICES DIR OF PLPln SERVICE 4171.2 0 54225.60
El>iVIRONMENTAL SERVICES E S AIDE 1232,48 14206,40
ENVIRONMENTAL SERVI CES E,S, AIDE 170,38 13000,00
ENVIRONJoIENTAL SERVICES E,S, AIDE 627,44 13624,00
ENVIRONHENTAL SERVICES E.S. AIDE 1183,76 13624,00
ENVIRONilENlAL SERVICES ENVIRO SERVAIDE 1ll9,31 14206,40
EI-J'VIRONJ4ElmL SERVICES ENVIRO SERV AIDE 1169,41 13790,40
El;\iIROl'i14ENT)l,L SERVICES ENVIRO SERV AIDE JI,)4P 1l'73 ,93 13624,00
ENVIRONMENTp,L SERVICES ENVIRO SERVICE AIDE 1245,62 14206.40
ENVIRONJoIENTAL SERVICES ENVIRON SERV polDE 1495,21 13790,40
ENVIRONMEloITAL SERVI CES ES /\IDE 1223,66 158'70,40
ENVIROiiMENTAL SERVICES ES MPl,AGER 2106,00 24876,80
ENVIRO~i).mNTAL SERVICES FLOOR TECH 1385,76 15496 00
ENVIRO~'MENTAL SERVICES FLOOR TECHN I CLAN 1204,66 13624,00
HEALTH INFORNATION CODING SPECIALIST 2476,72 31033,60
HEALTH INFORNATION HI IJI\!l.GING & CPSI TE 1830,00 19760,00
HEALTH INFORMATION HIM MANAGER 2B80,00 37440,00
HEALTH INFORHp.TION IMAGING TECH TEilP 725.42 13624,00
HEALTH INFORHp,TION ROI/RIT/DC CLERK 1986,87 25708,80
HEALTH INFORJ!J>,TI ON TRl>J,SCRIP /REG PHARv, 1410,19 12282,40
HEALTH INFORJ!tATI ON TRANSCRIPTION LEp,DER 2480,02 30659,20
HEALTH INFORJI1ATION TR1>J,SCRIPTIONIST 1396.56 21964.80
HEALTH INFORNATION TRANSCRIPTIONIST 1677,62 26790,40
HEALTH INFOJWtATION TRl>.!iSCRIPTIONIST 1794 ,69 25833.60
HOilE HE)l,L TH CERTIFIED NURSE HDE 1530,22 19843,20
HOME HEALTH CilA 124104 1649UO
47
1 %020
Wlm1 DATE: 08/15/08 "jEHORIJl.L MEDICAL CENTER PJ:.GE 3
Tn1E: 10: 25 OEFJl.ULT FORHAT FROJ,j 08019
DeptName Ti tIe TotGross Rate/Yr
----- - --- -- ----- -- ----- -- ------ -- ----- ---- ---------- ------- --------- -------- ----
HOME HEP,LTH CNP, l746,00 18158,40
HOME HEAL'IH CNA/OFFICE ASSISTANT 1382,05 17555,20
HOME HEALTH DIRECTOR 4989,67 69368,00
HOllE HEAL'IH LICENSED VOCATIONJl,L 1371.9 0 16588,00
HO~m HEALTH LICENSED VOCATIONAL 2703,66 33176,00
HONE HEHTH LVN 2681,77 33508.80
BO}\E HEALTH PATIENT REC, CCOR, 179U3 21881.60
HOME HEALTH RN CASE }\ANAGER 4331,56 53851.20
HOME HEA L TH RN SUPERVISOR 52B 1.6 8 62691.20
Hillo\AN RESOURCES/ PUB, RELATIONS DIR HUJI.AN RESOURCES 3550,40 46841.60
ICU REGISTERED NURSE 1445,07 60320,00
lCU REGISTERED NURSE 4462,40 49774 ,40
ICU REGISTERED NURSE 4541,92 60320,00
ICU REGISTERED NURSE 6020,04 51521.60
lCU REGISTERED NURSE 6662,79 572 0 0.0 0
ICU RN 1912,45 60320,00
ICU RN 2010,13 60320,00
ICU RN 4439,44 56409,60
ICU RN 4591.04 55494,40
ICU RN 8916,44 60320,00
ICU lJ1HT MANAGER 5329,64 62129.60
ICU UNIT SECRETARY 250,33 20488,00
INFECTION CONTROL IC-EH-RM DIRECTOR 5228.40 63523,20
LABORJ>.TORY Ljl,B ASSIST1>,Wr 1474,96 17139,20
LABOAATORY LM ASSISTANT 1848,02 17139,20
LABOR.~TORY LAB ASSISTANT 1881,32 20259,20
LABOAATORY LAB ASSISTANT 1921.3 8 18720,00
IJl,BOR.ATORY LAB ASSISTANT 2306,77 24065,60
LABOAATORY LAB DIRECTOR 5650,34 52499.20
1ABOAATORY LAB SECRET1>,RY 1801.44 23129,60
L1>.BORP.TORY J,EDIC/J,L L.AB TECH 2289,25 27040,00
I,ABOR.~,TORY lftEDICAL 11>,B. TECH 2521.7 5 27040,00
L1>,BORATORY llEDICAL LAB TECH 3400,09 35880,00
LABORP.TORY HEDICP,L TECHNOLOGIST 3832,78 40102,40
LABOAATORY J;~LT 524,36 34507.20
1ABOAATORY NT 777,}3 20789,60
LABOAATORY in" 3446,95 38916,80
L.~BORP,TORY ~n 3751.16 42785,60
LABOAATORY }IT 4145.21 43451.20
LABORATORY MT 4790 21 57262,40
HAINTENANCE DEPARTMENTAL ASSIST 209 8.2 5 27851.20
liA INTENANCE GROD'NDSKEEP R/ PAINTER 1749,33 22068,80
HAINTENANCE PLMIT OPS SPECIALIST 2333.08 21424,00
MMNTENANCE PLP.NT OPS SUPERVISOR 4228,16 44137.60
MED / SURG CERTIFIED NURSE AIDE 1690,71 16515,20
MED / SURG CERTIFIED NURSE J!.IDE 1822,77 20945,60
flED/SURG CERTIFIED NURSE AIDE 2012,91 19448,00
MED / SURG CNA 1391,50 19198,40
NED / SURG GR1>.DU1>,TE NURSE 2975,95 41225,60
MED/SURG GVN 1752,49 23857.60
HED/SURG LVN 186,38 312 0 0.0 0
NED / SURG LVN 188,25 312CO,00
ilED / SURG LVN 116 4.3 8 31200,00
MED / SURG INN 1998.10 26873,60
MED! SURG LVN 2096,13 312 0 0.0 0
, .
,
!
48
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mill, 10:25
~~E~iORIAL ~iEDICAL C&~TER
DEFAlfLT FORMAT FRO;'\ DB019
PAGE 4
DeptName
Title
TotGross
Rate/Yr
MED / SURG LVN 2706,34 33488,00
~mD / SURG LVN 2721.33 32240,00
IIED/SURG REGISTERED }JlJRSE 1227,56 60320,00
MED/SURG REGISTERED NURSE 1785,75 60320,00
MED/SURG REGISTERED NURSE 397 8.7 5 60320,00
~IED / SURG REGISTERED NURSE 5302,13 50003,20
MED / SURG REGISTERED }JlJRSE 5305,55 47132,80
ilED/SURG REG I STERED NURSE 5502,26 60320,00
MED / SURG REGISTERED NURSE 6654,51 60320,00
MED / SURG RN 1662.75 60320,00
MED/SURG RN 324 4.2 0 43721,60
~\ED / SURG RN 3513.50 60320,00
~\ED / SURG RN 4665.51 60320.00
MED/SURG RN 5047,00 60320,00
~lED / SURG UNIT CLERK/ACTIVITY 153 D.3 5 19136,00
MED / SURG UNIT J'ltANAGER 4798,07 62129,60
IIED/SURG mm SEC/NARD CLERK 672,95 10285,60
HED / SURG UNIT SECRETARY 1285,25 16640,00
OBSTETRI CS LVN 1216.4 9 31200,00
OBSTETR I CS LVii 2047.32 28662.40
OBSTETR I CS LVii 2590,28 32240.00
OBSTETR I CS O.B, milT HP.NAGER 4970,26 60320.00
OBSTETR I CS FliT 210,00 24960,00
OBSTETRICS REGISTERED NURSE 2901,95 60320,00
OBSTETR I CS REGISTERED NURSE 4438,90 53851.20
OBSTETR I CS REGISTERED NURSE 7327,04 55494,40
OBSTETRICS RN 1012.12 60320,00
OBSTETRI CS RN 2861,89 60320,00
OBSTETRI CS RN 4507,46 56347.20
OBSTETR I CS RN 4914,09 60320,00
OBSTETRI CS PJ~ - NURSERY SUPR 4625.00 62129.60
PHARiI\ACY LVN-CPhT 1462,00 33280.00
PHjl,R).jJi,CY REGIST PHARI\ TECH 1101,93 33217,60
PHARJltACY REGIST PHARMACY TECH 3032,75 27996.80
PHARMACY SUPR LVN REG PhT 3218.2 5 39977,60
PHYSICAL THERAPY /J,SST PHYSICAL THER 3640,61 50148,80
PHYSIC[\L THERP.PY FT );SSISTANT 1014 51 27716.00
PHYSICAL THERAPY PT SEC/RECEPTIONIST 1652,31 22172.80
PHYSICl'.L THERAPY PT TEC!! I 719.25 14560,00
PHYSIC];1 THER.~PY PT TECH I 900,00 15600.00
PHYSICP.L THER.~PY PT TECH I 1202,99 16598,40
PHYS I CAL THEPJ;PY Pi TECH II B 13 ' 04 12916,80
PHYSICP.L THERAPY PT TECH II 128 3.1 0 18761.60
PURCHASING ASST PURCHASING AGEN 1482,00 19760,00
PURCHASING DIR IU\TERI/J.LS MGNT 3484.8 0 45302.40
PURCHASING SUPERVISOR- PURCH/CS 2m,60 36628,80
QUALITY ASSURPJ,CE PI ASST / CLIN CHG AUD 197662 26228.80
QUALITY ASSUR.l\NCE QUALITY H1PROV RN 3909,44 505B5,60
RADIOLOGY CLERK 1001,25 15600,00
RADIOLOGY DIRECTOR-RP.DIOLOGY 5429.15 68744.00
RP.DIOLOGY MEDIC!l.L SONOGR.~PHER 6795,43 64188,80
R.~DIOLOGY RAD TECH 986,05 40019,20
RP.DIOLOGY RADIOLOGICAL TECH 1300,00 52000.00
R.~DIOLOGY RP.DIOLOGICAL TECH 2000.96 4001920
RADIOLOGY RADIOLOGICl\L TECH 3586.88 40726,40
49
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TUg: 10:25
HEMORIAL i@ICAL CENTER
DEFp,ULT FORHp,T FRO~j DB019
PAGE 5
DeptName
Ti tle
TotGross
Rate/Yr
RADIOLOGY RADIOLOGICAL TECH 4419,57 56451.20
RADIOLOGY RADIOLOGICAL TECH 4480,66 50939,20
RADIOLOGY RADIOLOGICAL TECH 4647,78 54433.60
RADIOLOGY R.ADIOLOGY TECH 547,63 52000.00
RADIOLOGY R.ADIOLOGY TECH 1420,47 40019,20
RADIOLOGY RADIOLOGY TECH 3571.20 46425,60
RADIOWGY RADIOLOGY TECH, 3739,69 45427.20
RADIOLOGY RADIOLOGY TECH. 2500,97 22827,60
RADIOLOGY RADIOLOGY TECH. 5821,01 662 06.4 0
RADIOLOGY RECEPT / SECRETARY 1725.18 22172.80
Revenue Management CHP,RGE AUDIT ANALYST 2310,00 29120,00
Revenue Management CHARGEMASTER P.NAL YST 2010.88 30888.00
SECURITY SECURITY OFFICER 414,58 15641.60
SECUR ITY SECURITY OFFICER 608,41 8216,00
SECURITY SECURITY OFFICER 1433,33 16432,00
SECUR ITY SECURITY OFFICER 1464,89 16432,00
SECURITY SECURITY SUPERVISOR 1907,20 23129.60
SOC vIORK(DIS PLp.N DIRECTOR 5667,37 64272.00
SURGERY LVN 2911,63 30680,00
SURGERY LVN 3142,56 33862.40
SURGERY LVN/SCRUB NURSE/OFFI 2612.69 34590.40
SURGERY o R AIDE 1298,00 16640,00
SURGERY o R TECH 2220,46 23316,80
SURGERY o R TECH (CERTI FlED) 1990,81 25521.60
SURGERY OR NURSE M.ANAGER 5641.26 67558,40
SURGERY OR SUPERVISOR 4323.61 52291.20
SURGERY REGISTERED N1JRSE 311.7 5 60320,00
SURGERY REGISTERED NURSE 4344.16 50918,40
SURGERY RN 2407,00 60320,00
SURGERY RN 3658,00 60320,00
SURGERY RN 4604,27 59113.60
SURGERY RN (PP.CU SUPERVISOR 4596,96 60902,40
TRJ:J'JSPORTATION COURIER 1237,37 16161.60
Grand totals 669027,38 9009795,20
TotaJ Jines = 252
50
'I
51
CIHCPMONTHL Y FINANCIAL/ACTIVITY REPORT
,
I
i
COUNTY NAME Calhoun REPORT MONTH/YEAR August-2008 I
I
I
I
I
I. Application / Case Data I
I
I
CASES
. 1. Applications Approved During Report Month 33
2, Applications Denied During Report Month 13
3, Active Cases Denied During Report Month 13
II, Creditable Expenditures During Report Month
1, Physician Services $ 17,222.53
2. Prescription Drugs $ 33,929,86
3. Hospital, Inpatient Services $ 61,237.36
4. Hospital, Outpatient Services $ 53,200.90
5. Laboratory / X-Ray Senrices $ 1,513.93
6, Skilled Nursing Facility Services $ -
7, Family Planning $ -
- -
Subtotal $ 167,104.58
CIHCP Refund $ (3.36)
Equals (=) REPORT MONTH TOTAL $ '167,101.22
~=
FISCAL YEAR TOTAL $1,3'76,999.14
-
( 11/Lf)/uLi-tr l{~1 t.fJt;i./~
8/14/2008
Signature of Person Submitting Report Date
Print Name and Title Monica Escalante CIHCP Coordinator I
!
I
52 ,
REGARDS TO SALE OF MEMORIAL MEDICAL CENTER DIALYSIS CENTER TO DAVITA
AND/OR ITS ASSIGNS AND AUTHORIZE COUNTY JUDGE TO SIGN ANY REQUIRED
DOCUMENTS ASSOCIATED WITH THE SALE:
A Motion was made by Commissioner Galvan and seconded by Commissioner Fritsch to approve
the sale of the Memorial Medical Center Dialysis Center to Davita and/or its assigns and authorize
Judge pfeifer to sign the documents associated with the sale. Commissioners Galvan, Lyssy,
Fritsch, Finster and Judge Pfeifer all voted in favor.
l-
-..-..- .--
ASSET PURCHASE AGREEMENT
BY AND AMONG
MEMORIAL MEDICAL CENTER,
CALHOUN COUNTY, TEXAS
AND
,LLC
Effective Date: September 1, 2008
Closing Date: , 2008
545310_8
DRAFT: 8/14/2008
DRAFT: 8/14/2008
TABLE OF CONTENTS
ASSET PURCHASE AGREEMENT .......................................................................................... 1
ARTICLE I. ASSETS AND LIABILITIES ............................................................................... 1
1.1 Acquired Assets, ....................................... ................................... .............................. ..... 1
1.2 Excluded Assets...,.........,....................,.....,................"..,.............................,......".......... 2
1.3 Assumed Liabilities""."..".,.,...,.......,.,..,....,....,..",.,."...,..,...,..,...,....,.......,........,............ 3
1.4 Excluded Liabilities..........."......,...,.. .......................,...",.,.........'.'.................................. 3
1.5 Employees...............,... .........,........................'.........,..,....,.....".,........................... .........., 4
1.6 Instruments of Transfer..................................................,..,......,...,..."...................., ........ 4
1,7 Payment of Sales Taxes ................... ............................................................................... 4
AR TI CLE II. PURCHASE PRICE........ ........................................... .................... .................. .... 4
2,1 Purchase Price.....,.................................................,....,.,..,..........."..,.........................,..... 4
2.2 Pro-Rations,...,...........,....,..............................................,............,..................,................ 5
2.3 Allocation of Purchase Price...,.....,..........,..".."..,.........,.",."..,...,...",.,.............,..."........ 5
2.4 Negotiated Value............,..............................,......,..........,.......,.....................,.............,.. 5
AR TI CLE III. CLOS IN G ....................... ................ ........ ....... ............ ..... ............:.. ................. ..... 5
ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF SELLER AND COUNTY
.............................................................................................................................. ........................... 6
4.1 Organization, Good Standing and Qualification............................................................. 6
4.2 Authorization; Binding Obligation ....................... .............. ....................... ........... .......... 6
4.3 Consents and Approvals...................................."................".....".,..,............................, 6
4~4 No Violation............... .............................,....................................................................... 7
4.5 Licenses and Permits,.., ...............................,....,.............................................,................ 7
4.6 Ownership; No Subsidiaries..........................................,........,.,.........."....,...,................ 7
4.7 Acquired Assets,..........,............................,...".,......,..,."........,...,....,."............................ 7
4.8 Leases of Personal Property.....,.,.,....,...,....""..."...",..,...,....,..............,.,.....,...,............,.. 8
4.9 Financial Information.....,....,.,... .....................,...."....,.............,........,.......,.........'..,.,...,... 8
4.1 0 Absence of Certain Events................................................. .............................. ............... 8
4.11 'Legal Proceedings...... .......... .................................... ........ ................... .........................;.. 9
4.12 Solvency and Value of Transfer......................... .......................................... ...... ..... ..... 10
4.13 Payment Prognuns ............................................................. .....".................... ................ 10
4.14 Compliance with Laws ...................,.............................................................................. 11
4.15 Employment Matters............................................................................................. ........ 13
4.16 Benefit Plan Compliance with Provisions of Applicable Law..:................................... 14
4.17 No Undisclosed Liability .........................................................,.................................... 14
4 .18 No Brokers.................................................................................................................... 15
4 .19 Taxes.................................................................,..,...............,..................... ...............,.., 15
4,20 List of Contracts.............................,.............................,......,............................... .......... 15
4.21 Real Properties..,........................................................................................................... 16
545310_8
DRAFT: 8/14/2008
4.22 Financing Statements.. ............... ............................ ........,. ...........,...................' ..........,.. 17
4.23 Transactions With Affiliates............ ............... ........ ........................... .................. ......... 17
4.24 Insurance ... ....,..............,.... ......,.....,'.........,..,................,..'.. ......".'.. ............,......,...,....,.. 17
4.25 Inventory.........................................,............,.""."...,.....................,....".....................", 17
4.26 Intellectual Property..............,..........,....,..,..................................,.............,.."...."....,.... 17
4.27 Disclosure.........................,..,....,....,.........,..,..,..,.,......"...,...,............,.......,.....,....."....... 18
4.28 Accounts Receivable..,.,..."............".,.........................".".,..,....,.,..........,....................., 18
ARTICLE V. REPRESENT A TIONS AND WARRANTIES OF BUYER ........................... 18
5.1 Organization, Good Standing and Qualification........................................................... 18
5.2 Authorization; Binding Agreement..,..,.......................................,..............,..,............... 19
5.3 Legal Proceedings,............................,....................................... ....................,............... 19
5 .4 No Brokers.................................................,......................,......,...............................,.... 19
5.5 No Violation.........,.....,.................,.,......"..,..,.....,..........,.............,............................,.... 19
~RTICLE VI. COVENANTS ................._................................................................................... 19
6.1 Conduct of Seller's Business Pending Closing ............................................................. 19
6.2 Notice by Seller of Certain Events............... ................................................................. 21
6.3 Consents and Approvals ............................................................................................... 21
6.4 Cost Reports............................"..............................................,..........................".......... 22
6.5 Inventory.. ...... .........................................................................,..................,.....,..........., 22
6.6 Closing Date Financial Information........ ........ ................... ...................... ......... ...... ...... 22
6.7 Payments; Collections......................................................... .......................................... 22
6.8 Preservation of and Access to Certain Records. .............................................,.............. 23
6.9 Maintenance ofInsurance Coverage........ ........ .............. ..... .......................... .......... ...... 24
6.10 Transition Payroll Services....................................;...................................................... 24
\.RTICLE VII. CONFIDENTIALITY; NON-COMPETITION ........................~.................. 25
7.1 Confidentiality. ............................ .............................................,...................... ......'....... 25
7.2 Non-Competition and Non-Solicitation. ......................... ......................... ..................... 26
\.RTICLE VIII. CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE AND TO
~ELLER' S PERFO RMAN CE ................................................................................................... 27
8.1 Conditions to Buyer's Obligations................................... ............................................. 27
8.2 Conditions to Seller's Obligations..........,.....................................,.......,........................ 30
8.3 No Injunction or Action................,.,............,."......,..,....,......................................"".,... 30
~RTICLE IX. SURVIVAL OF REPRESENT A TIONS AND WARRANTIES;
:; U ARANTEE . .................................. ............ ............................................................................... 30
9.1 Survival of Representations and Warranties.......................... ................... .................... 30
9.2 Guarantee by Seller and County................................................................................... 31
9.3 Guarantee by Buyer......,.............;.......................................................,......................... 32
9.4 Process.....,...,......,.,....",...,........,...."........,......,................,...,......,.".,...,........,.....,..,.,.." 3 2
545310_8 11
DRAFT: 8/14/2008
AR TI CLE X. MISCELLANE 0 US ............. .......... ..... .......... ....... .............. .................. ....... ....... 34
10.1 Termination.......".,."..., .,....................... ,...,. .............,.,.........,.."....,......,..,..,.. ......, ,...,. ... 34
10.2 Notice of Termination; Effect of Termination.............................................................. 34
10,3 Expenses..,.,..."."....."...........,..".......",....,....,........,.,......,.......,....,....,..,.............,.....,.... 34
1 0.4 Entire Subj ect Matter; Amendment.............................................................................. 35
10.5 Assignment,.,....".""..,...,...............,.,..,.....,....,.."..................,.,............,................,......, 3 5
1 0,6 Counterparts...., .,..,....,.,.."...,...............,....""""."".................."..,......,...............,',.......,.. 3 5
1 0.7 Governing Law....,................................... ....... .................................. ................ ............ 35
10.8 Schedules and Exhibits..............,...........................,......,............................,..........,....... 35
10.9 Severability.."".,.".",.........................................,.".,....".................,."..........,.....,......... 3 5
1 0.1 0 Notices.......................................................................................................................... 3 6
1 0 .11 Representation by Counsel............................................................................................ 36
10.12 Construction.,...........,.".....................,...,.....................,................................ ..........,. ..... 36
10.13 Headings......................................................................................... ..................... ......... 37
1 0.14 Waivers.....................................,.... ....:........................................................... ................ 37
EXHIBIT A.................................................................................................................................... 1
545310_8
111
DRAFT: 8/14/2008
ASSET PURCHASE AGREEMENT
This ASSET PURCHASE AGREEMENT (the "Agreement") is made and entered into as
of the 1st day of September, 2008 (the "Effective Date"), by and among Memorial Medical
Center, a county hospital ("Seller") established by Calhoun County, Texas,
, LLC, a Delaware limited liability company ("Buyer"), and Calhoun
County, Texas (the"County").
RECITAL
A. Seller is engaged in the business of providing dialysis and related services at 1300
Virginia Street, Suite #1021, Port Lavaca, Texas, 77979 (the "Center"). The business of
providing dialysis and related services at the Center by Seller is referred to as "Seller's Business"
herein.
B. Seller was established as a county hospital by County pursuant to Chapter 263 of
the Texas Health and Safety Code.
C. Buyer desires to purchase from Seller and Seller desires to sell to Buyer all of the
assets, properties and rights of Seller relating to Seller's Business (except for the Excluded
Assets) on the terms and conditions hereinafter set forth.
D, As additional consideration, and as a material inducement to Buyer to enter into
this Agreement and to consummate the transactions contemplated hereby, Seller and County
desire to make certain representations, warranties, indemnities, covenants and agreements
relating to the sale of Seller's Business.
E. Capitalized terms used herein shall have the meaning set forth in the Table of
Definitions attached hereto as Schedule 1.0.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing premises and the covenants,
agreements, representations and warranties contained herein, the parties hereto hereby agree as
follows:
ARTICLE I.
ASSETS AND LIABILITIES
1.1 Acquired Assets.
(a) Subject to the terms and the conditions set forth in this Agreement and on
the basis of the representations and warranties herein, Seller agrees to sell, convey, transfer,
assign and deliver to Buyer and Buyer agrees to purchase, receive and accept from Seller all
right, title and interest in and to the assets and properties of every kind, character and description
(other than property and rights specifically excluded in this Agreement), used in or for the
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benefit of Seller's Business, whether tangible, intangible, real, personal or mixed, and wherever
located, including any assets of any of Seller's Affiliates which are actually used or useful in or
necessary for the conduct of Seller's Business or otherwise owned by Seller (collectively referred
to hereinafter as the "Acquired Assets"), including but not limited to the assets set forth at
Schedule 1.1 hereto.
(b) Without limitation of the foregoing, the Acquired Assets shall include all
tangible property, equipment, inventories (including office supplies and an average of at least
eighteen (18) treatment days of medical supplies such as dialysis supplies, EPa and other similar
drugs and inventory items used for dialysis treatments at the Center and not less than twelve (12)
treatment days' usage of each individual supply item required for dialysis treatment on site),
tenant improvements (regardless of whether they are accounted for as an asset on the books of
Seller, of any Affiliate of Seller, or of a landlord or other third party), goodwill, software,
Intellectual Property, prepaid expenses and deposits (other than prepaid items identified for
separate payment by Buyer at Closing on Schedule 2.1 hereto), Assigned Contracts, Assigned
Personal Property Leases, books and records, any Seller policies and procedures relating to the
Seller's Business, telephone and facsimile numbers, all Licenses and permits (including without
limitation all Medicare and Medicaid provider numbers) and certificates of need to the extent
transferable to Buyer, and all benefits, proceeds and other amounts payable under any Seller
policy of insurance.
(c) The Acquired Assets also shall include photocopies and any electronic
copies of the following portions of the medical records of the patiynts currently being dialyzed at
the Center: (i) the Medicare card and/or other insurance cards (must include copies of both front
and back of all cards, and must be legible), (ii) patient histories and physicals since September 1,
2007 (must be legible and include HBsAg results drawn within thirty (30) days prior to first
scheduled treatment by Buyer or positive HBsAb results drawn within one (1) year of first
scheduled treatment by Buyer), (iii) monthly labs within thirty (30) days prior to first scheduled
treatment by Buyer (must include a minimum of hematocrit, hemoglobin, BUN, creatinine,
potassium, URR, Kt/V and hepatitis results, (iv) six (6) month cumulative laboratory report
summary, (v)negative PPD (tuberculin skin) test within the past year (ifPPD is positive, must be
accompanied with appropriate medical follow-up and treatment), (vi) three (3) flow sheets within
two (2) weeks prior to first scheduled treatment by Buyer, (vii) current hemodialysis orders,
(viii) list of home medications within thirty (30) days prior to first scheduled treatment by Buyer,
(ix) EKGs, if available, or if patient has known heart condition, (x) copies of Form 2728, (xi) the
most recent patient summaries of information, (xii) the most recent long term programs and
patient care plans, (xiii) chest x-rays, if available, (xiv) most recent hepatitis C tests, (xv) social
service assessments, (xvi) dietary assessments, (xvii) Initial Nurse Assessment, (xviii) Initial
Dietitian Assessment, (xix) Initial Social Assessment, (xx) Initial Short Term Care Plan, (xxi)
Initial Long Term Care Plan, and (xxii) Initial H&P.
1.2 Excluded Assets, Notwithstanding anything contained in Section 1.1, Buyer is
not purchasing Seller's cash, cash equivalents, accounts receivable or any assets or properties
expressly set forth on Schedule 1.2 (such assets being referred to as the "Excluded Assets" and
such Schedule 1,2 being referred to herein as the "Excluded Assets Schedule").
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1.3 Assumed Liabilities. As of the Closing Date, Seller shall assign to Buyer and
Buyer shall assume Seller's obligations arising from events occurring on or after the Closing
Date under those agreements and contracts designated specifically on Schedule 4.8 as Assigned
Personal Property Leases and on Schedule 4.20 as Assigned Contracts, except to the extent that
any such executory obligations result from, arise out of, relate to, or are caused by, anyone or
more of the following: (a) a breach of any of the Assigned Personal Property Leases or Assigned
Contracts occurring prior to the Closing Date; (b) a breach of warranty, infringement or violation
of law occurring prior to the Closing Date; or (c) an event or condition occurring or existing
prior to the Closing Date which, through the passage of time or the giving of notice or both,
would constitute a breach or default by Seller under any of the Assigned Personal Property
Leases or Assigned Contracts (collectively, the "Assumed Liabilities").
1,4 Excluded Liabilities. EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT, BUYER DOES NOT ASSUME AND SHALL NOT BE LIABLE FOR ANY
OF THE DEBTS, OBLIGA nONS OR LIABILITIES OF SELLER, SELLER'S BUSINESS,
COUNTY OR ANY AFFILIATE OF SELLER, WHENEVER ARISING AND OF
WHATEVER TYPE OR NATURE. In particular, but without limiting the foregoing, Buyer
shall not assume, and shall not be deemed by anything contained in this Agreement (other than to
the extent expressly provided in Section 1.3 Assumed Liabilities) to have assumed and shall not
be liable for any debts, obligations or liabilities of Seller, any Affiliate of Seller or Seller's
Business whether known or unknown, contingent, absolute or otherwise and whether or not they
. would be included or disclosed in financial statements prepared in accordance with GAAP (the
"Excluded Liabilities"), Without limitation of the foregoing, the Excluded Liabilities shall
include debts, liabilities and obligations: (a) under any real estate lease or any contract or
agreement to which Seller is a party or by which Seller or Seller's Business is bound that has not
been listed as an Assigned Contract on Schedule 4.20 hereof or any Personal Property Lease by
which Seller or Seller's Business is bound that has not been listed as an Assigned Personal
Property Lease on Schedule 4.8 hereof; (b) with respect to any Assigned Contract or Assigned
Personal Property Lease, arising from the period prior to the Effective Date; (c) arising out of
any collective bargaining agreement to which Seller is a party; (d) for any Employee Benefit
. Plan; (e) for any obligation for Taxes; (f) for any liability for local or state sales, use or transfer
tax and taxes that may be imposed upon the sale or assignment of the Acquired Assets pursuant
to this Agreement and the Assignment and Assumption and Bill of Sale, regardless of when such
obligations may become known and due; (g) for any damages or injuries to persons or property
or for any tort or strict liability arising from events, actions or inactions in Seller's Business or
the operation of Seller's Business prior to the Closing Date; (h) arising out of any litigation
arising with respect to the period prior to the Closing Date, whether or not threatened or pending
on or before the Closing Date; (i) incurred by Seller or by Seller's Business for borrowed money;
G) for any accounts payable of Seller or any Affiliate of Seller; and (k) for amounts due or that
may become due to Medicare, Medicaid or any other health care reimbursement or payment
intermediary, or other third party payor on account of MediCare cost report adjustments or other
payment adjustments attributable to any period prior to the Effective Date, or any other form of
Medicare or other health care reimbursement recapture, adjustment or overpayment whatsoever,
including fines and penalties, with respect to any period prior to the Effective Date. The intent
and objective of Buyer and Seller is that, except for liabilities explicitly assumed by Buyer
hereunder, Buyer does not assume, and no transferee liability shall attach to Buyer pertaining to,
any of the Excluded Liabilities.
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1.5 Employees. Effective as of the Closing Date, (A) Buyer or an Affiliate of Buyer
shall offer employment to each employee of Seller who is principally employed in Seller's
Business (collectively, the "Seller Employees"), provided that such employee (i) is listed on
Schedule 1.5 attached hereto, (ii) agrees to the release of his or her employment files to Buyer or
its Affiliate prior to Closing, (iii) passes a pre-employment drug test, background check, and
physical exam, and (iv) has the unrestricted ability to provide federally reimbursed services, and
(B) Seller will terminate the employment of the Seller Employees who have accepted Buyer's or
its Affiliate's offer of employment Those Seller Employees who accept Buyer's or its Affiliate's
offer of employment as of the Closing Date shall be designated on Schedule 1.5 as "Transferring
Employees" and referred to hereinafter as such, Seller acknowledges and agrees that it is
responsible for paying to the Transferring Employees all compensation and benefits accrued up
to the Effective Date, including without limitation PTO, With respect to each Transferring
Employee, the parties agree that Seller shall transfer and Buyer shall assume up to eighty (80)
hours of PTO per employee (the "Assumed PTO"), and the payment of Purchase Price shall be
reduced by the aggregate value of such Assumed PTO. Any PTO in excess of Assumed PTO
shall be paid by Seller to each Transferring Employee in the next Seller payroll disbursed,
whether at or following the Closing Date, but in any event no more than fourteen (14) business
days following the Closing Date. Schedule 1.5 sets forth with respect to each of the Seller
Employees such person's position, date of hire, current salary, accrued PTO and amount of any
other accrued benefits to which such person may be entitled or for which such person has made
either written or oral claim to Seller. Seller shall provide an updated Schedule 1.5 at Closing.
All Transferring Employees shall be employees at will, subject to Buyer's or its Affiliate's
employment policies. Nothing herein shall obligate Buyer or an Affiliate of Buyer to employ the
Transferring Employees for any specific time period, Nothing in this Section shall be construed
to grant any employee any rights as a third party beneficiary. Seller shall retain all liabilities
with respect to any and all Seller Employees who are not Transferring Employees.
1.6 Instruments of Transfer. The sale of the Acquired Assets and the assumption of
the Assumed Liabilities as herein provided shall be effected at Closing by the Assignment and
Assumption and Bill of Sale in the form attached hereto as Exhibit A.
1.7 Payment of Sales Taxes. Seller covenants and agrees to pay any and all sales, use
or other transfer taxes payable by reason of the transfer and conveyance of the Acquired Assets
hereunder, The parties will prepare and deliver and if necessary file at or before Closing all
transfer tax returns and other filings necessary to vest in Buyer fqll right, title and interest in the
Acquired Assets.
ARTICLE II.
PURCHASE PRICE
2,1 Purchase Price,
(a) Subject to any adjustments and hold-backs which may be set forth below
and on Schedule 2.1 hereto, and in reliance on Seller's and County's representations, warranties
and covenants, the purchase price to be paid by Buyer to Seller for the Acquired Assets and the
other rights set forth herein shall be Eight Hundred Thousand and Noll 00 Dollars ($800,000.00)
(the "Purchase Price"), The Purchase Price, less the Holdback Amount shall be paid to Seller
..."'0
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and the other entities and individuals set forth on Schedule 2.1 hereto in the amounts set forth on
said Schedule in immediately available funds via wire transfer on the Closing Date.
(b) The "Holdback Amount" shall be Ninety Thousand Dollars ($90,000.00).
Buyer shall pay Seller the Holdback Amount on the first business day following the first
anniversary of the Effective Date, less (1) any Losses which Buyer may have suffered or
incurred arising out of or in connection with any claims, actions, recoupments or set-offs that the
Centers for Medicare and Medicaid Services ("CMS") may bring or assert against Buyer relating
to services rendered by Seller prior to the Closing Date or any claims, bills, or statements
submitted, or action taken, by Seller with respect to CMS, (2) any Losses which Buyer may have
suffered or incurred prior to such payment date but for which Buyer has not been paid by Seller
for which Buyer is entitled to payment pursuant to Section 9 hereof, or (3) any amounts due to
the Seller Employees for payroll with respect to work performed by the Seller Employees prior
to the Effective Date.
2,2 Pro-Rations, All ordinary course of business expenses incurred, such as utilities,
will be pro-rated as of the Effective Date, such that Buyer is responsible for amounts incurred on
or after the Effective Date and Seller is responsible for amounts incurred prior to the Effective
Date.
2.3 Allocation of Purchase Price. Buyer and Seller acknowledge and agree that the
Purchase Price shall be allocated to the Acquired Assets in accordance with Schedule 2,3 hereto,
which allocation shall include asset valuation and an amount attributable to the covenant not to
compete set forth herein often percent (10%). Seller further acknowledges and agrees that (a)
the covenant not to compete is a material inducement to Buyer to enter into this Agreement, and
Buyer is doing so in reliance upon full compliance by Seller and County agreeing to be bound by
such covenant; and (b) in light of such reliance, the amount allocated herein to the covenant not
to compete is not intended by the parties as a measure of damages that might be incurred by
Buyer in the event of a breach of such covenant. Buyer and Seller agree to report the
transactions contemplated by this Agreement for federal and state income tax. purposes in
accordance with such allocation. The parties shall execute all forms required to be filed for tax
purposes with any taxing authority in a manner consistent with the allocation on Schedule 2.3
hereto.
2.4 Negotiated Value. The parties agree that the Purchase Price and the Purchase
Price allocation set forth on Schedule 2.3 reflect the fair value of the Seller's Business and the
fair values of the Acquired Assets, respectively, agreed to by the parties hereto as a result of
arms' length negotiations. The parties agree that no consideration is or will be paid for the value
of any patient referrals (direct or indirect) to or from Buyer, Seller or any of their Affiliates.
ARTICLE III.
CLOSING
Subject to the satisfaction of all conditions to closing as set forth in Article VIII below,
the closing of the sale and purchase of the Acquired Assets (the "Closing") will take place on
September _, 2008 (the "Closing Date") at the offices of Parker, Hudson, Rainer and Dobbs
LLP, 285 Peachtree Center Avenue, Suite 1500, Atlanta, Georgia 30303, or by facsimile
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transmission, electronic file transmission, and United States or overnight mail; provided that for
all financial accounting, Medicare change of ownership, and all other necessary regulatory and
licensure purposes, the Closing Date and the Closing will be deemed to have occurred as of
12:01 a,m, Eastern Standard Time on the Effective Date, Accordingly, all accounts receivable
and other claims for reimbursement, and all ordinary business expenses, arising out of the
operation of Seller's Business from and after 12:01 a.m, on the Effective Date, shall be for the
account of Buyer.
ARTICLE IV.
REPRESENT A TIONS AND WARRANTIES OF SELLER AND COUNTY
Seller and County hereby jointly and severally represent and warrant to Buyer, as of the
Effective Date and as of the Closing Date (except for those representations and warranties that
are made as of the Closing Date only, which are true and correct as of the Closing Date), as
follows:
4.1 Organization, Good Standing and Qualification, Seller is a county hospital duly
organized, validly existing and in good standing urider the provisions of the laws of the State of
Texas, and is not required to be qualified and licensed to do business in any other jurisdiction.
Seller has all requisite power and authority to own and operate its properties and to carryon its
business as now conducted. Seller has all power and authority to enter into all of the Acquisition
Agreements to which Seller is a party and to carry out and perform its obligations under the
Acquisition Agreements.
4.2 Authorization; Binding Obligation. Seller and County each has full legal and
governmental (in the case of Seller and County) right, power, and authority to execute and
deliver the Acquisition Agreements to which it is a party, and to carry out the transactions
contemplated thereby, The execution and delivery by Seller of the Acquisition Agreements and
all of the documents and instruments required thereby and the consummation of the transactions
contemplated thereby have been duly authorized by all requisite action on the part of Seller and
County. The Acquisition Agreements to which Seller and County are a party and each of the
other documents and instruments required thereby or delivered in connection therewith have
been duly executed and delivered by Seller and County, and constitute the legal, valid and
binding obligations of Seller and County, enforceable against them in accordance with their
respective terms,
4.3 Consents and Approvals,
(a) Governmental Consents and Approvals. Except as set forth on Schedule
4.3(a), no registration or filing with, or consent or approval of, or other action by, any federal,
state or other governmental agency or instrumentality is or will be necessary for the valid
execution, delivery and performance of this Agreement by Seller and County, the transfer of the
Acquired Assets to Buyer, the Medicare CHOW Approval and other approvals to take effective
as of the Effective Date, the operation of the Seller's Business by Buyer after Closing and
Buyer's receipt of continued reimbursement for the Seller's Business without change following
Closing (each, a "Governmental Approval"),
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(b) Third Party Consents. Except as set forth on Schedule 4.3(b ), no consent,
approval or authorization of any non-governmental third party is required in order to
consummate the transactions or perform the related covenants and agreements contemplated
hereby as of the Effective Date or as of the Closing Date, as applicable, or to vest full right, title
and interest in the Acquired Assets free and clear of any Lien upon Buyer, all without any
change in the Acquired Assets and all rights therein after Closing (each, a "Third Party
Consent").
4.4 No Violation. The execution, delivery, compliance with and performance by
Seller and County of the Acquisition Agreements and each of the other documents and
instruments delivered in connection therewith do not and will not (a) violate or contravene the
organizational certificates, documents and agreements, as amended to date, of Seller or County,
(b) violate or contravene any law, statute, rule, regulation, order, judgment or decree to which
Seller or County is subject, (c) conflict with or result in a breach of or constitute a default by any
party under any contract, agreement, instrument or other document to which Seller or County is a
party or by which Seller or County or any of their assets or properties are bound or subject or to
which any entity in which Seller or County has an interest, is a party, or by which any such entity
is bound, or (d) result in the creation of any Lien upon the Acquired Assets or Seller's Business
or any interest of the County therein.
4.5 Licenses and Permits. Schedule 4.5 attached hereto contains a true, correct and
complete list and summary description of all Licenses which have been issued to Seller in
connection with the Acquired Assets or Seller's Business (the "Seller Licenses"). Each Seller
License is valid and in full force and effect as of the date hereof, no Seller License is subject to
any Lien, limitation, restriction, probation or other qualification and there is no default under any
Seller License or any basis for the assertion of any default thereunder. Schedule 4;5 specifies the
holder of each Seller License and whether or not such Seller License is transferable to Buyer.
There is no investigation or proceeding, threatened or pending, that could result in the
ternlination, revocation, limitation, suspension, restriction or impairment of any Seller License or
the imposition of any fine, penalty or other sanctions for violation of any legal or regulatory
requirements relating to any Seller License or, to the best of Seller's knowledge, any basis
therefor. Seller and County have, and have had at all relevant times, all Licenses that are or were
necessary in order to enable Seller to own the Acquired Assets and conduct and be reimbursed
for Seller's Business,
4.6 Ownership; No Subsidiaries, All of Seller's owners, whether direct or indirect
and including without limitation the County, are listed on Schedule 4,6 hereto, Seller does not
own and has not owned, either directly or indirectly, any interest or investment (whether debt or
equity) in or been a member of any corporation, partnership, joint venture, business trust or other
entity, except as set forth on Schedule 4.6 hereto.
4.7 Acquired Assets. Seller is the sole and exclusive legal and equitable owner of all
right, title and interest in, and has good, clear, indefeasible, insurable and marketable title to, all
of the Acquired Assets free of all Liens, All of the Acquired Assets have been maintained in
accordance with normal industry practice, and are in good operating condition and repair.
During the past three (3) years, there has not been any interruption of the operations of the
Seller's Business due to the condition of any of the Acquired Assets. The Acquired Assets
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include all assets, properties and rights used or found useful by Seller in connection with the
Seller's Business and which are necessary or desirable in order for Buyer to continue the Seller's
Business as historically and currently conducted following Closing, As of the Closing Date, all
of the Acquired Assets will be free and clear of any Lien, including the conveyance to Buyer of
any item not owned by Seller on the Effective Date or not owned free of any Lien by Seller on
the Effective Date, which items are set forth on Schedule 4.7.
4,8 Leases of Personal Property. For the purposes of this Agreement, "Personal
Property Leases" means any lease, conditional or installment sale contract, Lien or similar
arrangement to which any tangible personal property used by Seller in connection with the
operation of Seller's Business is subject. Except as set forth on Schedule 4.8, none of the
tangible personal property used by Seller in connection with the operation of Seller's Business is
subject to a Personal Property Lease. Seller has delivered to Buyer a complete and correct copy
of each Personal Property Lease listed on Schedule 4.8. All of such Personal Property Leases are
valid, binding and enforceable in accordance with their respective terms and are in full force and
effect. Seller is not in default under any of such Personal Property Leases and there has not been
asserted, either by or against Seller under any of such Personal Property Leases, any notice of
default, set-off or claim of default. The parties to such Personal Property Leases other than
Seller are not in default of their respective obligations under any of such Personal Property
Leases, There has not occurred any event which, with the passage of time or giving of notice (or
both); would constitute such a default or breach under any of such Personal Property Leases by
any party thereto. Each Personal Property Lease is separately designated on Schedule 4.8 as
either a Personal Property Lease that Seller has agreed to assign and that Buyer has agreed to
assume (each, an "Assigned Personal Property Lease") or as a Personal Property Lease that shall
be paid off by Seller prior to Closing at its own expense or paid off at Closing with a portion of
the Purchase Price (each, a "Terminated Personal Property Lease").
4.9 Financial Information. Set forth on Schedule 4.9 is a list of certain financial
information (the "Financial Information") provided by Seller to Buyer. Such Financial
Information is true and correct in all material respects and there has been no adverse change in
the financial condition of Seller from that reflected in the Financial Information.
4.10 Absence of Certain Events. Except as noted on Schedule 4,10, since December
31, 2007, Seller's Business has been conducted only in the ordinary course and in a manner
consistent with past practices. As amplification and not in limitation of the foregoing, since
December 31, 2007, with re~pect to Seller's Business, there has not been;
(a) any decrease in the value of the Acquired. Assets other than ordinary
depreciation consistent with past practices;
(b) any voluntary or involuntary sale, assignment, license or other disposition,
of any kind, of any property or right .included in the Acquired Assets, except as specifically
contemplated by this Agreement and except for the utilization of supplies and drugs in the
ordinary course of business;
(c)
any Lien imposed or created on the Acquired Assets;
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(d) any Seller Material Adverse Effect;
(e) any damage or destruction of any of the assets utilized in Seller's Business
by fire or other casualty, whether or not covered by insurance;
(f) any termination of any provider agreement or other contract pursuant to
which Seller receives compensation or reimbursement for patient care services in connection
with Seller's Business;
(g) any sale, transfer, assignment, termination, modification or amendment of
any Contract, except for terminations, modifications and amendments of Contracts made in the
ordinary course of business consistent with past practice and which would not have a Seller
Material Adverse Effect;
(h) any notice (written or oral) to Seller that any Contract has been breached
or repudiated or will be breached or repudiated;
(i) except in the ordinary course of business, or otherwise as necessary to
comply with any applicable minimum wage law, any increase in the salary or other
compensation of any employee engaged in Seller's Business, or any increase in or any addition to
other benefits to which any such employee may be entitled;
G)
Affiliate of Seller;
any extraordinary compensation, bonus or distribution to Seller or to any
(k) any failure to payor discharge when due any liabilities which arose out of
the ownership or operation of Seller's Business;
(1) any change in any of the accounting principles adopted by Seller, or any
change in Seller's policies, procedures, or methods with respect to applying such principles;
(m) any transaction or Contract outside the ordinary course of business or
involving an amount in excess of$5,OOO;
(n) any termination of key personnel such as registered nurses, social workers,
dieticians, or medical directors;
(o) any dividends or distributions paid to County or to any other Affiliates of
Seller; or
(p) any action that if taken after the Effective Date would constitute a breach
of any of the covenants in Section 6.1 hereof.
4.11 Legal Proceedings, There is no action, suit, litigation, proceeding or investigation
pending or threatened by or against Seller or County (but in the case of County, relating directly
or indirectly to Seller's Business or the Acquired Assets), and neither Seller nor County has
received any written or oral claim, complaint, incident, report, threat or notice of any such
proceeding or claim and there is no basis therefor. Neither Seller nor County has received any
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opinion or memorandum or advice from legal counsel to the effect that it is exposed, from a legal
standpoint, to any liability or claim relating to the Acquired Assets or to the business, prospects,
financial condition, operations, property or affairs of Seller's Business. There are no outstanding
orders, writs, judgments, injunctions or decrees of any court, governmental agency or arbitration
tribunal against, involving or affecting Seller or the Acquired Assets, and there. are no facts or
circumstances which may result in the institution of any such action, suit, claim or legal,
administrative or arbitration proceeding or investigation against, involving or affecting Seller,
the Acquired Assets or the transactions contemplated hereby. Seller is not in default with respect
to any order, writ, injunction or decree known to or served upon it from any court or any Federal,
state, municipal or other governmental department, commission, board, bureau, agency or
. instrumentality, domestic or foreign.
4.12 Solvency and Value of Transfer. There is no bankruptcy or insolvency
proceeding of any character including without limitation, bankruptcy, receivership,
reorganization, dissolution or arrangement with creditors, voluntary or involuntary, affecting
Seller or County, and neither Seller nor County has taken any action in contemplation of, or
which would constitute the basis for, the institution of any such proceedings. Neither Seller nor
County is insolvent under any bankruptcy, receivership or insolvency law, and since September
1, 2005 has been paying debts as they become due and within vendor terms. The value of the
Purchase Price is equal to the negotiated value of the Acquired Assets and the other rights
granted to Buyer herein, as indicated on Schedule 2.3. As of the Closing Date, after the Purchase
Price is paid as provided for under this Agreement, the fair value of all of Seller's assets will be
equal to or greater than the total amount of the retained debts of Seller. Seller's sale of the
Acquired Assets has not been undertaken with the intention to hinder, delay or defraud Seller's
current or future creditors.
4.13 Payment Programs.
(a) All Payment Programs in which Seller has participated at any time during
the last three years are listed on Schedule 4,13 (the "Seller Payment Programs"). Seller is a
participating provider, in good standing, in each Seller Payment Program, There is no threatened
or pending or concluded investigation, or civil, administrative or criminal proceeding relating to
Seller's or County's participation in any Payment Program. Seller is not subject to, nor has it
been subjected to, any pre-payment utilization review or other utilization review by any Payment
Program. No Payment Program has requested or threatened any recoupment, refund, or set-off
from Seller and there is no basis therefor. No Payment Program has imposed a fine, penalty or
other sanction on Seller or County, Neither Seller nor County has been excluded from
participation in any Payment Program. Neither Seller nor County has submitted to any Payment
Program any false or fraudulent claim for payment, nor has Seller or County at any time violated
any condition for participation, or any rule, regulation, policy or standard of, any Payment
Program, All Medicare Costs Reports for all periods prior to the Closing Date have been
accurately completed and timely filed.
(b) Neither Seller nor County nor any of Seller's Affiliates, directors,
managers or corporate members, officers, employees or agents has, directly or indirectly: (i)
offered to pay to or solicited any remuneration from, in cash, property or in kind, or made any
financial arrangements with, any past or present patient or customer, past or present medical
545310_8
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director, physician, other health care provider, supplier, contractor, third party, or Payment
Program in order to induce or directly or indirectly obtain business or payments from such
person, including without limitation any item or service for which payment may be made in
whole or in part under any federal, state or private health care program, or for purchasing,
leasing, ordering or arranging for or recommending, purchasing, leasing, or ordering any good,
facility, service or item for which payment may be made in whole or in part under any federal,
state or private health care program; (ii) given or received, or agreed to give or receive, or is
aware that there has been made or that there is any agreement to make or receive, any gift or
gratuitous payment or benefit of any kind, nature or description (including without limitation in
money, property or services) to any past, present or potential patient or customer, medical
director, physician, other health care provider supplier or potential supplier, contractor, Payment
Program or any other person; (iii) made or agreed to make, or is aware that there has been made
or that there is any agreement to make, any contribution, payment or gift of funds or property to,
or for the. private use of, any governmental official, employee or agent where either the
contribution, payment or gift or the purpose of such contribution, payment or gift is or was
illegal under the laws of the United States or under the laws of any state thereof or any other
jurisdiction in which such payment, contribution or gift was made; (iv) established or maintained
any unrecorded fund or asset for any purpose or made any false or artificial entries on any of its
books or records for any reason; or (v) made or received or agreed to make or receive, or is
aware that there has been made or received or that there has been any intention to make or
receive, any payment to any person with the intention or understanding that any part of such
payment would be used for any purpose other than that described in the documents supporting
such payment. All billing practices of Seller and all predecessors in interest thereof with respect
to all Payment Programs have been true, fair and correct and in compliance with all applicable
Laws, and all regulations and policies of all such Payment Programs, and Seller has not billed for
or received any payment or reimbursement in excess of amounts permitted by law or the rules
and regulations of Payment Programs or contracts therewith,
4.14 Compliance with Laws,
(a) Schedule 4.14 lists all claims, statements, and other matters (including, but
not limited to, all correspondence or communications with governmental agencies,
intermediaries or carriers) concerning or relating to. any federal or state government funded
health care program that involves, relates to or alleges: (i) any violation of any applicable rule,
regulation, policy or requirement of any such program or any irregularity with respect to any
activity, practice or policy of Seller or Seller's Business; or (ii) any violation of any applicable
rule, regulation, policy or requirement of any such program or any irregularity with respect to
any claim for payment or reimbursement made by Seller or any payment or reimbursement paid
to Seller. Except as set forth on Schedule 4.14, there are no such violations or irregularities nor
are there any grounds to anticipate the commencement of any investigation or inquiry, or the
assertion of any claim or demand by any government agency, intermediary or carrier with
respect to any of the activities, practices, policies or claims of Seller or Seller's Business, or any
payments or reimbursements claimed by Seller. Seller is not currently subject to any outstanding
audit by any such government agency, intermediary or carrier, and there are no grounds to
anticipate any such audit in the foreseeable future,
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(b) Seller has not violated and is in compliance with all applicable Laws,
Seller has not received any notice to the effect that, or otherwise been advised that, it is not in
compliance with any Laws, and Seller has no reason to anticipate that any existing circumstances
are likely to result in a violation of any Law.
(c) Seller has not submitted any claim to any Payment Program in connection
with any referrals that violated any applicable self-referral Law, including without limitation the
Federal Ethics in Patient Referrals Act, 42 U.S.c. S 1395nn (known as the "Stark Law"), or any
applicable state self-referral Law.
(d) Seller has complied with all disclosure requirements of all applicable self-
referral Laws, including without limitation the Stark Law and any applicable state self-referral
Law,
(e) Neither Seller nor any Affiliate of Seller has knowingly or willfully
solicited, received, paid or offered to pay any remuneration, directly or indirectly, overtly or
covertly, in cash or kind for the purpose of making or receiving any referral which violated any
applicable anti-kickback Law, including without limitation the Federal Health Care Program
Anti-Kickback Statute, 42 U.S,c. S 1320a-7b(b) (known as the "Anti-Kickback Statute"), or any
applicable state anti-kickback Law.
(f) Seller has not submitted any claim for payment to any Payment Program
in violation of any Laws relating to false claim or fraud, including without limitation the Federal
False Claim Act, 31 U.S.c. S 3729, or any applicable state false claim or fraud Law.
(g) Seller has delivered to Buyer copies of all current Medicare or Medicaid
survey reports (which detail, at a minimum, all outstanding deficiencies) relating to Seller's
Business, copies of which are attached to Schedule 4.14. Except as set forth on Schedule 4.14,
there is no Medicare or Medicaid survey in progress with respect to Seller's Business.
(h) Seller has complied with all Environmental Laws and Seller has not
received any notice alleging any violation of any Environmental Laws with respect to Seller's
Business or the Acquired Assets. Any past noncompliance with Environmental Laws by or with
respect to Seller's Business is identified by Seller on Schedule 4.14, and has been resolved
without any pending, ongoing or future obligation, cost or liability, There has been no Release
of Hazardous Materials in violation of any Environmental Law on the Premises. There is no
asbestos or asbestos-containing material on the Premises, Neither the execution of this
Agreement nor the consummation of the transactions contemplated hereby will require any
Remedial Action or notice to or consent of any governmental authority or third party pursuant to
any applicable Environmental Law;
(i) Seller has complied with all applicable requirements of the Occupational
Safety and Health Act and all applicable state equivalents, and with all applicable regulations
promulgated under any such legislation, and with all orders, judgments, and decrees of any
tribunal under such legislation, that apply to Seller's Business, the Acquired Assets or the
Premises, and, except as set forth on Schedule 4,14, Seller has not received any notice alleging
any violation thereof.
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G) Seller has complied with all applicable security and privacy standards
regarding protected health information under the Health Insurance Portability and Accountability
Act of 1996 ("HIPAA") and all applicable state privacy Laws.
(k) Seller has maintained and complied with a compliance plan regarding
dialysis services, and such compliance plan includes appropriate training and a comprehensive
ethical code of conduct.
(1) The Compliance Survey Forms completed by or on behalf of Seller on
[insert date completed] and delivered to Buyer in connection with its due diligence
investigation are complete and correct.
4.l5 Emplovment Matters.
(a) Schedule 1.5 hereto contains a true and accurate list of each Seller
Employee, together with such person's position, date of hire, current salary, accrued paid time
off, and amount of any other accrued benefits to which such person may be entitled or for which
such person has made either written or oral claim to Seller, whether or not such Seller Employee
is designated as a Transferring Employee. Seller has paid or made provision for the payment of
all accrued benefits and wages for all Seller Employees through the Effective Date.
(b) Except as indicated on Schedule 1.5, no Transferring Employee (i) has an
employment agreement with Seller, whether written or oral or (ii) has indicated that he or she
intends to terminate his or her employment with Seller or seek a material change in his or her
duties or statu~. Each Seller Employee, including without limitation each Transferring
Employee, who is required to be licensed by applicable law is so licensed, and copies of such
Licenses are attached to Schedule 1.5 hereto.
(c) In the 12-month period immediately preceding the Closing Date, Seller
has had adequate levels of employee staffing to conduct Seller's Business in accordance with
Buyer's staffing patterns and practices. The Transferring Employees constitute sufficient
personnel to continue the operations of Seller's Business uninterrupted following the Closing
Date.
(d) Except as listed on Schedule 4.15( d), (i) Seller is not a party to any
collective bargaining contracts or any other contracts, agreements or understandings with any
labor unions or other representatives of the Seller Employees (a "Labor Contract"); (ii) Seller is
not subject to any union organizing activities; (iii) Seller has not breached or otherwise failed to
comply with any provision of any Labor Contract, and there are no grievances outstanding
against Seller under any Labor Contract; (iv) there are no unfair labor practice complaints
pending against Seller with respect to the Seller Employees before the National Labor Relations
Board or any current. union representation questions involving the Seller Employees; and (v)
there is no strike, slowdown, work stoppage or lockout or, to the best of Seller's knowledge,
threat thereof, by or with respect to the Seller Employees, The consent of any labor union which
is a party to any Labor Contract is not required to consummate the transactions contemplated by
this Agreement.
5453]0_8
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DRAFT: 8/14/2008
(e) Buyer shall not assume any liability or responsibility for any benefit or
other obligations arising out of or under any Employee Benefit Plan to which any Transferring
Employee or Seller Employee is or may be entitled to without regard to whether such obligation
or responsibility arises under the terms of such Employee Benefit Plan or applicable Law. Seller
shall retain all liability and responsibility for benefits, administration and compliance with the
terms of any and all Employee Benefit Plans and applicable Laws with regard to any and all
Employee Benefit Plans.
(t) No person employed by or affiliated with Seller has employed or proposes
to employ any trade secret or any information or documentation proprietary to any former
employer and, no person employed by or affiliated with Seller has violated any confidential
relationship which such person may have had with any third party while working on behalf of
Seller, and Seller has no reason to believe that any such event could occur.
4.16 Benefit Plan Compliance with Provisions of Applicable Law. Except as described
in Schedule 4,16, Seller, for the benefit of any of Seller Employees or Transferring Employees,
does not maintain or contribute to, nor have any liability or responsibility with respect to any
Employee Benefit Plan, Seller has not incurred any liability (other than normal claims for
benefits under its welfare plans) under any provision of ERISA or other applicable Law relating
to any Employee Benefit Plan. Each Employee Benefit Plan has been established, maintained
and administered in compliance with its terms and complies, both in form and operation, with the
applicable provisions of ERISA (including without limitation the funding and prohibited
transactions provisions thereof), the Code, and all other state and federal applicable Laws. No
Employee Benefit Plan is funded through a trust intended to be exempt from tax pursuant to
Section 501 of the Code. Neither Seller nor any ERISA Affiliate has ever maintained or
contributed to any plan or arrangement subject to Title IV of ERISA or Section 412 of the Code,
a multiemployer plan as described in Section 3(37) of ERISA or a "multiple employer plan" as
described in Section 3(40) of ERISA or Section 413(c) of the Code, and Seller has never had any
liability with respect to any such plan sponsored or maintained by an ERISA Affiliate. No
Employee Benefit Plan provides benefits, including, without limitation, death or medical benefits
(through insurance or otherwise) with respect to employees or former employees beyond their
retirement or other termination of service other than coverage mandated by applicable Law. No
Employee Benefit Plan which is a group health plan, as described in Section 5000(b)(1) of the
Code is self-insured. No Employee Benefit Plan liability, contingent or otherwise, shall affect
any of the Acquired Assets, including but not limited to subjecting such Acquired Assets to
attachment, forfeiture, seizure liquidation or use as collateral.
4.17 No Undisclosed Liability. Except as and to the extent ofthe amounts specifically
accrued or disclosed in Schedule 4.9, Seller does not have any liabilities or obligations of any
nature whatsoever, due or to become due, accrued, absolute, contingent or otherwise, whether or
not required by GAAP to be reflected on a balance sheet, except for liabilities and obligations
incurred in the ordinary course of business and consistent with past practice since the date of the
Financial Information, none of which individually or in the aggregate has a Seller Material
Adverse Effect. There is no basis for the assertion against Seller of any liability or obligation not
fully and expressly accrued or disclosed in the Financial Information. Seller has not incurred any
liabilities to customers or suppliers for discounts, returns, promotional allowances or otherwise
in connection with Seller's Business or any liability for rebates, refunds, allowances or returns
545310_8
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DRAFT: 8/14/2008
for goods or services provided to, by or for the account of Seller which have not been accrued or
disclosed in the Financial Information.
4.18 No Brokers. Neither Seller nor any Affiliate of Seller has employed, either
directly or indirectly, or incurred any liability to, any broker, finder or other agent in connection
with the transactions contemplated by this Agreement. Seller and its Affiliates agree to
indemnify and hold harmless Buyer for any claims brought by any broker, finder or other agent
claiming to have acted on behalf of Seller or an Affiliate of Seller in connection with the
purchase and sale of the Acquired Assets or Seller's Business.
4,19 Taxes. Seller has filed, or has caused to be filed, on a timely basis and subject to
all permitted extensions, all Tax Returns with the appropriate governmental agencies in all
jurisdictions in which such Tax Returns are required to be filed, and all such Tax Returns were
correct and complete. All Taxes that are shown as due on such Tax Returns have been timely
paid, or delinquencies cured with payment of any applicable penalties and interest, as of the
Closing Date. There are no Liens for Taxes on any Acquired Assets of Seller, no basis exists for
the imposition of any Liens and the consummation of the transactions contemplated by this
Agreement will not give rise to any Liens for Taxes on any Acquired Assets. No a:djustment of
or deficiency of any Tax or claim for additional Taxes has been proposed, asserted, assessed or
threatened against Seller or any member of any affiliated or combined group of which Seller is or
was a member or for which Seller could be liable, and there is no basis therefor. Seller has no
dispute with any taxing authority as to Taxes of any nature. There are no audits or other
examinations being conducted or threatened, and there is no deficiency or . refund litigation or
controversy in progress or threatened with respect to any Taxes previously paid by Seller or with
respect to any returns previously filed by Seller or on behalf of Seller. Seller has not made any
extension or waiver of any statute of limitations relating to the assessment or collection of Taxes.
There are in effect no powers ofattomey or other authorizations to any persons or
representatives of Seller with respect to any Tax. Buyer shall have no liability for any Taxes
related to the ownership or operation of the Acquired Assets or the Seller's Business for the
periods prior to the Effective Date.
4.20 List of Contracts.
(a) For purposes of this Agreement, "Contracts" means all agreements,
contracts and commitments, written or oral, to which Seller is a party or by which Seller or any
of its properties, the Acquired Assets or the Seller's Business is bound including, without
limitation: (i) notes, loans, credit agreements; mortgages, indentures; security agreements,
operating leases, capital leases and other agreements and instruments relating to the borrowing of
money or extension of credit and any contract of suretyship or guaranty; (ii) all employment and
consulting agreements and arrangements (including but not limited to agreements for medical
director services),. and all bonus, compensation, pension, insurance, retirement, deferred
compensation and other plans, agreements, trusts, funds and other arrangements for the benefit of
employees; (iii) agreements with health care providers, including without limitation, visiting
nurses associations, health maintenance organizations, hospitals and long-term care facilities;
(iv) agreements, orders or commitments for the purchase by Seller of inventories and supplies
. which involve annual purchases exceeding $5,000; (v) agreements, orders or commitments for
the sale or lease to customers of goods or services which involve annual sales exceeding $5,000
545310_8
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(including without limitation agreements to provide dialysis services); (vi) licenses of patents,
copyrights, trademarks and other intangible property rights; (vii) agreements or commitments for
capital expenditures in excess of $5,000 for any single project; (viii) provider and supplier
agreements with Payment Programs; (ix) any joint venture, partnership or other agreement
involving a share of profits or losses; (x) any contract, agreement or arrangements with any
Affiliate; (xi) any agreement restricting competition or the business activities of any person or
entity; (xii) any agreement for the purchase or sale of any Acquired Asset; (xiii) all leases of real
property; and (xiv) any other agreements or obligations material to Seller's Business or the
Acquired Assets, Schedule 4.20 hereto contains a complete and correct list of Contracts,
including a complete description for any oral Contracts, Each Contract is separately designated
on Schedule 4,20 as either a Contract that Seller has agreed to assign and that Buyer has agreed
to assume (each, an "Assigned Contract") or as a Contract that shall be retained or terminated by
Seller, in its discretion and at its own expense (each, a "Retained Contract").
(b) Seller is not in default under the terms of any Contract. No event has
occurred that would constitute a default by Seller under any Contract, nor has Seller received any
notice of any default under any Contract. To Seller's knowledge, the counterparties to the
Contracts are not in default under the terms thereof, nor has any event occurred that would
constitute a default by any such counterparty under any Contract, nor has Seller received any
notice of any such counterparty's default under any Contract.
(c) Seller has made no prepayments or deposits under any Contract except as
set forth on Schedule 4,20.
(d) The Contracts are valid and binding obligations and in full force and effect
and have been entered into in the ordinary course of business, consistent with past practice.
Seller has not received any notice from any other party to a Contract of the termination or
threatened termination thereof, nor any claim, dispute or controversy thereon, and has no
knowledge of the occurrence of any event which would allow any other party to terminate any
Contract, nor has Seller received notice of any asserted claim of default, breach or violation of,
any Contract and there is no basis therefor.
(e) Consummation of the transactions contemplated by this Agreement will
not constitute a default under any Contract (including without limitation, the Assigned Contracts)
nor will it trigger any other provision in a Contract that would result in a change in such
Contract, including without limitation the requirement for a transfer fee or new deposit, or
termination thereof.
4.21 Real Properties. Schedule 4.21 sets forth a true and complete description of all
real property used in connection with the Center (the "Premises"). Seller has sufficient title to
those Premises which it owns, if any, and has the right to use those Premises which it leases from
third parties, to conduct Seller's Business as currently conducted, Seller holds the Premises free
and clear of all claims or rights of any third parties and, except as set forth on Schedule 4.21, the
possession of the Premises by Seller has not been disturbed and no claim has been asserted
against Seller adverse to its rights in such Premises. All improvements, fixtures and all
structures on the Premises and the current uses of the Premises conform to all applicable federal,
state and local laws, building, health and safety and other ordinances, laws, rules and regulations.
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Applicable zoning laws permit the presently existing improvements and the conduct and
continuation of Seller's Business as being conducted on the Premises.
4.22 Financing Statements. There are no financing statements under the Uniform
Commercial Code which name Seller as debtor or lessee filed in any state, except as set forth on
Schedule 4.22. Except for those no longer in effect, Seller has not signed any financing
statement or any security agreement under which a secured party thereunder may file any such
financing statement.
4.23 Transactions With Affiliates. Except as set forth in Schedule 4.23, neither County
nor any manager, director, officer or employee of Seller or member of the family of any such
person, or any corporation, partnership, trust or other entity in which any such person, or any
member of the family of any such person, has a substantial interest or is an officer, director,
trustee, partner or holder of any equity interest, is a party to any transaction with Seller,
including any contract, agreement or other arrangement providing for the employment of,
furnishing of goods or services by, rental of real or personal property from or to or otherwise
requiring payments or involving other obligations to any such person or firm,
4.24 Insurance. Seller is, and will through the Closing Date be, insured with
responsible insurers (including without limitation general liability insurance coverage of the
Acquired Assets and Premises and professional liability coverage) against risks normally insured
against by similar businesses under similar circumstances. Schedule 4.24 correctly describes, by
type, carrier, policy number, limits, premium and expiration date, the insurance coverage carried
by Seller, which insurance will remain in full force and effect in accordance with policy terms,
with respect to all events occurring prior to the Closing Date. Schedule 4,24 also states whether
each such policy is carried on a "claims made" or "occurrence" basis, All such insurance policies
are owned by and payable solely to Seller. Seller has not failed to give any notice or present any
claim under any such policy or binder in due and timely fashion, has not received notice of
cancellation or non-renewal of any such policy or binder and is not aware of any threatened or
proposed cancellation or nOh-renewal of any such policy or binder. There are no outstanding
claims under any such policy which have gone unpaid for more than thirty (30) days, or as to
which the insurer has disclaimed liability. Schedule 4.24 also describes Seller's tail coverage
required by Section Q.9.
4.25 Inventory. Seller has maintained sufficient medical and office inventory
consisting of items of a quality. and quantity usable or saleable in the ordinary course of business
at levels consistent with those maintained by businesses of similar size and providing similar
services as Seller's Business, As of the Effective Date and as of the Closing Date, the Center has
an average of eighteen (18) treatment days of useable medical supplies inventory, including,
without limitation, EPa and other drugs and supplies used for dialysis treatments and no less
than twelve (12) treatment days' usage of each individual supply item required for dialysis
treatments on site (the "Inventory Amoliht"),
4.26 Intellectual Property. Schedule 4.26 sets forth a list of Intellectual Property
owned, controlled or used by Seller, together in each case with a brief description of the nature
of such right. All Seller-owned fictitious or assumed business names, patents, copyrights and
trademarks listed in Schedule 4.26 are valid and in full force and all applications listed therein as
545310~8
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DRAFT: 8/1412008
pending have been prosecuted in good faith as required by law and are in good standing. There.
has been no infringement by Seller or any of its Affiliates with respect to any Intellectual
Property rights of others, Seller owns or possesses adequate licenses or other rights to use all
Intellectual Property necessary or desirable to conduct Seller's Business as conducted, none of
which rights will be impaired by the consummation of the transactions contemplated by this
Agreement, and all of the rights of Seller thereunder will be enforceable by Buyer immediately
after Closing without the consent or agreement of any other party. None of the Intellectual
Property listed in Schedule 4.26 is involved in any interference or opposition proceeding, and
there has been no written notice received by Seller or any other indication that any such
proceeding will hereafter be commenced. Seller has not granted any person or entity any right to
use any of the Intellectual Property for any purpose.
4,27 Disclosure. Each of Seller and County, in connection with this Agreement, the
Schedules to this Agreement, and any other agreement, document, certificate or statement made
to Buyer by or on behalf of Seller or County in connection with the transactions contemplated
hereby, including but not limited to the Compliance Survey Forms, has not made and will not
make any untrue statement of a material fact and has not omitted and will not omit to state a
material fact necessary in order to make the statements contained herein or therein not
misleading in light of the circumstances under which they were made or necessary to provide a
prospective purchaser of the Acquired Assets or Seller's Business with all information material
thereto. There is no fact within the knowledge of Seller or County that has not been disclosed
herein to Buyer and which could have a Seller Material Adverse Effect.
4.28 Accounts Receivable. All accounts receivable of Seller as of the end of the
calendar month ended not more than thirty one (31) days prior to the Effective Date and (a) have
arisen only from bona fide transactions in the ordinary course of Seller's Business consistent with
past practice; (b) represent valid obligations; (c) shall be fully collected net of allowances in the
aggregate. face amounts thereof within a reasonable time after the issuance thereof; and (d)
except as set forth on Schedule 4.28, hereto, are owned by Seller free of all Liens. Except for
allowances identified on Schedule 4.28, no discount or allowance from any receivable has been
made or agreed to and none represents billings prior to actual sale of goods or provision of
serVIces.
ARTICLE V.
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer hereby represents, warrants and covenants to Seller, as. of the Effective Date and as
of the Closing Date, as follows:
5,l Organization, Good Standing and Qualification. Buyer is a Delaware limited
liability company duly organized, validly existing and in good standing under the laws of the
_ State of Delaware and is qualified and licensed as a foreign limited liability company in the State
of Texas. Buyer has all requisite power and authority to own and operate its properties and to
carryon its business as now conducted, to enter into this Agreement and to carry out and perform
its obligations under the Acquisition Agreements to which Buyer is a party.
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5.2 Authorization; Binding Agreement. Buyer has the power and authority to execute
and deliver this Agreement, and to carry out the transactions contemplated hereby. The
execution and delivery by Buyer of the Acquisition Agreements to which Buyer is a party and all
of the documents and instruments required thereby and the consummation of the transactions
contemplated hereby and thereby have been duly authorized by all requisite action on the part of
Buyer. The Acquisition Agreements to which Buyer is a party and each of the other documents
and instruments required hereby have been duly executed and delivered by Buyer and constitute
the valid and binding obligations of Buyer, enforceable against Buyer in accordance with their
respective terms,
5.3 Legal Proceedings, There are no actions, suits, litigation, or proceedings pending
or threatened against Buyer which could materially adversely affect Buyer's ability to perform its
obligations under this Agreement or the consummation of the transactions contemplated by this
Agreement.
5.4 No Brokers. Buyer has not employed, either directly or indirectly, or incurred any
liability to, any broker, finder or other agent in connection with the transactions contemplated by
this Agreement. Buyer agrees to indemnify Seller for any claims brought by any broker, finder
or other agent claiming to have acted on behalf of Buyer in connection with this sale,
5.5 No Violation. The execution, delivery, compliance with and performance by
Buyer of the Acquisition Agreements to which Buyer is a party and each of the other documents
and instruments delivered in connection therewith do not and will not (a) violate or contravene
the organizational certificates, documents and agreements, as amended to date, of Buyer, (b)
violate or contravene any law, statute, rule, regulation, order, judgment or decree to which Buyer
is subject, or (c) conflict with or result in a breach of or constitute a default by any party under
any contract, agreement, instrument or other document or contract to which Buyer is a party or
by which Buyer or any of its assets or properties are bound or to which Buyer or any of its assets
or properties are subject.
ARTICLE VI.
COVENANTS
6.1 Conduct of Seller's Business Pending Closing. Seller agrees that, between the
Effective Date and the Closing Date, unless Buyer shall consent in writing, (i) Seller's Business
shall be conducted only in, and Seller shall not take any action except in, the ordinary course of
business consistent with past practice, (ii) Seller shall use its best efforts to keep available the
services of Seller Employees and to preserve the current relationships of Seller's Business with
such of the patients, suppliers, physicians and other persons with which Seller has significant
business relations in order to preserve substantially intact Seller's Business, and (iii) Seller shall
preserve intact the Acquired Assets, By way of amplification and not limitation, between the
Effective Date and the Closing Date, County shall not and Seller shall not, and shall neither
cause nor permit any of Seller's Affiliates, officers, directors, employees and agents to, directly
or indirectly, do, or agree to do, any of the following with respect to Seller's Business or the
Acquired Assets, without the prior written consent of Buyer:
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(a) Sell, pledge, dispose of, grant, transfer, lease, license, guarantee,
encumber, or authorize the sale, pledge, disposition, grant, transfer, lease, license, guarantee or
encumbrance of Seller's Business, or any ownership rights in Seller (including any ownership
rights held by County), or any of the Acquired Assets except in the ordinary course of business
and in a manner consistent with past practice; provided that the aggregate amount of any such
sale or disposition (other than a sale or disposition of products or other inventory in the ordinary
course of business consistent with past practice, as to which there shall be no restriction on the
aggregate amount), or pledge, grant, transfer, lease, license, guarantee or encumbrance of such
property or assets shall not exceed $5,000;
(b) Acquire (including, without limitation, by merger, consolidation or
acquisition of stock or assets) for or in connection with Seller's Business any interest in any
corporation, partnership, other business organization, person or any division thereof or any
assets, other than (i) acquisitions of any assets in the ordinary course of business consistent with
past practice that are not, in the aggregate, in excess of $5,000, or (ii) purchases of inventory for
resale (whether for cash or pursuant to an exchange) in the ordinary course of business and
consistent with past practice;
(c) Incur any indebtedness for borrowed money or issue any debt securities or
assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the
obligations of any person for borrowed money;
(d) Enter into, amend, terminate, cancel or make any material change in any
Contract or Personal Property Lease;
(e) Make or authorize any capital expenditure, dividends or distributions;
(f) Increase the compensation payable or to become payable to any Seller
Employee, except for increases in the ordinary course of business in accordance with past
practices in salaries or wages of such employees, or grant any rights to severance or termination
pay to, or enter into any employment or severance agreement with, any Seller Employee, or
establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift,
compensation, pension, retirement, deferred compensation, employment, termination, severance
or other plan, agreement, trust, fund, policy or arrangement for the benefit of any Seller
Employee;
(g) Modify any material accounting policies, procedures or methods;
(h) Waive, release, assign, settle or compromise any claims or litigation
involving amounts in excess of $5,000 or any agreements as to or limiting in any way the
conduct of Seller's Business;
(i) Authorize or enter into any formal or informal agreement or otherwise
make any commitment to do any of the foregoing;
CD Take any action that could result in the representations and warranties set
forth in Article IV becoming false or inaccurate;
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(k) Take any action or fail to take any action that could result in a Seller
Material Adverse Effect; or
(1) Permit or cause any of Seller's Affiliates to do any of the foregoing or
agree or commit to do any of the foregoing.
6.2 Notice by Seller of Certain Events. Seller shall give prompt written notice to
Buyer of (a) any notice or other communication from any person alleging that the consent of
such person is or may be required in connection with the consummation of the transactions
contemplated by this Agreement; (b) any notice or other communication from any governmental
entity in connection with the transactions contemplated by this Agreement; (c) any actions; suits,
claims, investigations or proceedings commenced or, to the best of Seller's knowledge,
threatened against, relating to or involving or otherwise affecting Seller, Seller's Business or the
Acquired Assets or the transactions contemplated by this Agreement; (d) the occurrence of a
breach or default or event that, with notice or lapse of time or both, could become a breach or
default under this Agreement or any Contract or Personal Property Lease; and (e) any Seller
Material Adverse Effect or change, event or circumstance which is likely to delay or impede the
ability of Seller to consummate the transactions contemplated by this Agreement or to fulfill its
obligations set forth herein.
6.3 Consents and Approvals.
(a) Third Party Consents. Unless otherwise agreed to in writing by Buyer,
and except for those Third Party Consents that must be obtained prior to the Effective Date,
Seller shall obtain prior to the Closing Date all Third Party Consents. If a Third Party Consent is
not obtained and delivered at Closing and Buyer waives in writing such requirement, (i) neither
this Agreement nor any action taken hereunder shall be deemed to constitute an assignment of
any Acquired Asset or any Contract if such assignment or attempted assignment would constitute
a breach of any Contract or result in the loss or diminution of any rights thereunder or
acceleration of any obligations thereunder, and (ii) Seller shall cooperate with Buyer in any
reasonable arrangement proposed by Buyer designed to provide Buyer with the benefits of the
Acquired Asset and Contract as to which such Third Party Consent relates, including
enforcement by Seller, for the account and benefit of Buyer, of any and all rights of Seller
against any. other person arising out of the breach or cancellation of any such Contract by such
other person or otherwise.
(b) Governmental Approvals, Buyer and Seller shall file with the Medicare
and state Medicaid authorities documentation notifying same of a change of ownership of
Seller's Business effective as of the Closing Date. Seller shall cooperate with Buyer to take all
actions necessary to transfer or reissue to Buyer the Licenses for the Center as of the Closing
Date. In addition, Seller shall cooperate with Buyer to take all actions necessary to transfer or
reissue to Buyer Seller's Medicare and Medicaid provider numbers; provided, however, that the
actual transfer or reissuance of the provider numbers prior to or on the Closing Date shall not be
a condition to Closing, Upon Buyer's receipt of written notification from CMS and/or the
Seller's fiscal intermediary indicating that CMS has processed and approved Buyer's change of
ownership application with respect to Seller's Medicare provider number (the "Medicare CHOW
Approval"), Seller will (i) terminate all electronic funds transfer arrangements with third party
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payors effective as of the Closing Date, and (ii) notify the Medicare and Medicaid programs to
discontinue the linkage of Seller's Medicare provider number to its Medicaid provider number.
(c) Cooperation. Buyer and Seller shall continue after the Closing Date to
pursue the Third Party Consents and Governmental Approvals to the extent not previously
obtained in connection with the consummation of the transactions contemplated hereunder. Each
of the parties hereto shall, from time to time after the Closing Date, upon the request of any other
party hereto and at the expense of such requesting party, duly execute, acknowledge and deliver
all such further instruments and documents reasonably required to further effectuate the interests
and purposes of this Agreement.
6.4 Cost Reports. Seller shall be responsible for accurately completing and filing on a
timely basis all Medicare Cost Reports for the period up to the Effective Date. Seller shall
provide Buyer with a reasonable opportunity to review such Medicare Cost Reports before filing.
Buyer shall be responsible for completing and filing on time Medicare Cost Reports for. the
periods beginning on and after the Effective Date. Each of the parties shall provide reasonable
access to their respective employees and records to the other party for the purpose of completing
all such Medicare Cost Reports.
6.5 Inventory. .Seller shall ensure that, as of the Effective Date and the Closing Date,
the Inventory Amount shall be on site at the Center. In the event that the full Inventory Amount
is not on site at the Center as of the Effective Date, Seller will pay to Buyer the value of the
shortfall at Closing. Any purchase of inventory for the Center made by Seller to replenish the
Inventory Amount between the Effective Date and the Closing Date will be for Buyer's account.
6.6 Closing Date Financial Information. Seller shall update the Financial Information
with any material changes occurring therein up through the Closing Date,
6,7 Payments; Collections,
(a) Seller shall pay to Buyer all cash received from any source relating to
services provided at or with respect to the Seller's Business on and subsequent to the Effective
Date, Such payments shall be made within forty five (45) days after receipt of such payments by
Seller, and a copy of the remittance advice shall accompany such payments,
(b) Buyer shall pay to Seller all cash received from any source relating to
services provided at or with respect to the Seller's Business prior to the Effective Date. Such
payments shall be made within forty five (45) days after receipt of such payments by Buyer, and
a copy of the remittance advice shall accompany such payments,
(c) If and to the extent that Medicare or any other payor withholds funds from
Buyer or Buyer is required to refund any payments due on claims which ~re attributable to any
period prior to the Effective Date, and which payment Buyer did not receive and retain on or
after the Effective Date, Seller shall promptly compensate and reimburse Buyer and take any
such action as may be required to satisfy Medicare or any other payor as the case may be.
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6.8 Preservation of and Access to Certain Records.
(a) After Closing, Buyer shall, in the ordinary course of business and to the
extent required by Law, keep andp~eserve either the photocopies or electronic copies of all
medical records and other records of Seller's Business existing as of the Closing and which are
delivered to Buyer by Seller; provided that, notwithstanding any other provision of this
Agreement, if and to the extent Buyer desires at any time following the Closing Date to dispose
of any such records, Buyer shall first notify Seller of its intent and Seller shall have thirty (30)
days following its receipt of such notice to notify Buyer of its intent to reclaim any such records
in whole or in part. Seller shall reclaim such records no later than ten (10) days following
Seller's delivery of such notice of intent. In addition to Buyer's obligations set forth herein, upon
reasonable notice, subject to patient confidentiality and during regular business hours and at
mutually agreeable times, Buyer will afford the representatives of Seller, including its counsel
and accountants, full and complete access to, and copies of (at the sole cost and expense of
Seller), the patient medical records transferred to Buyer at Closing; provided, however, that
Seller shall indemnify Buyer and its Affiliates from any loss, liability or expense that may arise
therefrom.
(b) After Closing, Seller shall keep and preserve all medical records and other
records of Seller's Business as of Closing which are not delivered to Buyer by Seller and which
are required to be kept and preserved by applicable Law or in connection with any claim or
controversy pending at Closing involving the Seller's Business. For such period as is required by
Law from and after the Closing Date, Seller shall retain and make available to representatives of
Buyer, including its counsel and accountants, upon reasonable notice, subject to patient
confidentiality and during regular business hours and at mutually agreeable times, full and
complete access to, and copies of (at sole cost of Buyer), any such records of Seller's Business
prior to the Closing Date and access to such of Seller's personnel as may be reasonably necessary
for Buyer to comply with applicable Law or to resolve any such pending dispute.
Notwithstanding the foregoing, should Seller wish to destroy such records or any portion thereof,
Seller shall first notify Buyer of its intent and Buyer shall have thirty (30) days following its
receipt of such notice to notify Seller of its intent to reclaim any such records in whole or in part.
Buyer shall take possession of such records no later than ten (10) days following Buyer's
delivery of such notice of intent.
(c) Seller shall cooperate and shall cause its auditors to cooperate with all
reasonable requests of Buyer and its auditors necessary to audit all previously unaudited periods
for activities of Seller, for the purpose of enabling Buyer to make periodic reports pursuant to the
Securities Exchange Act of 1934, as amended (the "Securities Exchange Act"), or to make a
public offering of its securities under the Securities Act of 1933, as amended (the "Securities
Act"), or for other reasonable business purposes, and Seller shall permit the historical financial
statements of Seller to be included (if required by the rules and regulations of the Securities and
Exchange Commission (the "Commission") in any of Buyer's filings with the Commission under
either the Securities Exchange Act or the Securities Act and in any prospectus used in connection
with any offering of Buyer's securities. Seller acknowledges and agrees that such audits are
necessary for Buyer's compliance with federal and state securities Laws and financial and tax
reporting requirements, and agree that Seller's failure to reasonably cooperate would cause Buyer
irreparable harm, and therefor will not contest Buyer in seeking a temporary restraining order,
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preliminary injunction and other available equitable relief in the event of a breach of these
provisions, in addition to any and all other available remedies including damages. For a period
offive (5) years after the Closing Date or longer if required by applicable Law, Seller shall retain
all books and records relating to Seller's Business or the Acquired Assets not transferred to
Buyer hereunder, shall afford access to such records to Buyer upon its reasonable request and to
any employees of Seller with knowledge related to such records. Seller shall give Buyer at least
thirty (30) days prior written notice of its intention to destroy any such books and records and
shall provide Buyer the opportunity to take possession of such books and records, after which
Seller may destroy such records if Buyer does not take possession,
6,9 Maintenance of Insurance Coverage. From and after the Closing Date, Seller
shall continue its currently existing professional and general liability insurance coverages at its
own expense, through tail insurance policies covering claims made on and following the Closing
Date related to services provided by and liabilities incurred by Seller prior to the Closing Date.
6.10 Transition Payroll Services, For a transition period of up to forty-five (45) days
following the Effective Date (the "Payroll Transition Period"), Seller will provide the following
services (the "Transition Services") in support of Buyer's or an Affiliate of Buyer's employment
of the Transferring Employees:
(a) Payroll Services. Seller shall process the payroll for the Transferring
Employees. Buyer or its Affiliate will reimburse Seller an amount equal to the total cost of
payroll for the Transferring Employees during the Payroll Transition Period, which cost shall,
among other things, consist of: (i) gross wages and salary; (ii) employer payroll taxes; (iii)
fringe benefits, (including without limitation paid time off (except as set forth in this
Agreement), medical insur.ance and life insurance); (iv) state and local taxes, including without
limitation any sales and use taxes on wages and benefits; and (v) any other direct payroll costs of
the Transferring Employees, By 10:00 a,m" Pacific Standard Time, on Wednesday of the week
in which a transition payroll is to be paid, Seller will fax to Buyer or its Affiliate, to such address
as has been provided to Seller for these purposes, a copy of the payroll journal and a summary of
the amount due. Buyer or its Affiliate will remit the amount due to Sellerby wire transfer within
three (3) business days, Seller will then deliver to Buyer or its Affiliate a complete detailed
payroll report supporting the faxed payroll summary via overnight delivery.
(b) Insurance and Benefits. During the Payroll Transition Period, Seller shall
continue to provide the healthcare benefits available to the Transferring Employees on the
Closing Date. Seller will fax to Buyer or its Affiliate a copy of the invoice for any health
insurance premiums due for the Payroll Transition Period when received by or available to,
Seller, Buyer or its Affiliate will remit the amount due for health insurance to Seller by wire
transfer within three (3) business days of receipt of the invoice. During the Payroll Transition
Period, Buyer or its Affiliate shall enroll the Transferring Employees in its own healthcare and
other benefits programs,
(c) Termination of Payroll Services, Buyer or its Affiliate may terminate the
Transition Services upon three (3) days prior written notice and payment in full of all sums owed
to Seller for the provision of Transition Services through the date of such termination. Seller
shall have the right to terminate the Transition Services immediately and without prior notice in
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the event of nonpayment for services rendered which goes uncured for ten (10) days following
notice to Buyer or its Affiliate of such nonpayment.
(d) Tax Reporting of Transition Payroll Services, For purposes of federal and
state employee income and related tax filings, each of Buyer, or an Affiliate of Buyer, as
applicable, and Seller shall accurately report and remit such taxes to federal and state authorities
as are due and payable for the periods for which that party paid payroll to the employees. All
applicable compensation paid during the Payroll Transition Period by Seller shall be reported,
and related taxes remitted, to the tax authorities by Seller under its federal employer
identification number.
ARTICLE VII.
CONFIDENTIALITY; NON:.COMPETITION
7.1 Confidentiality.
(a) The parties agree that (i) all information not disclosed to the public by
Seller regarding Seller's Business and the medical information of any patient currently receiving
treatment or having previously received treatment at the Center, which is compiled by, obtained
by, or furnished to Buyer or any of its agents or employees in the course of its due diligence
. review of Seller's Business is acknowledged to be confidential information, trade secrets and the
exclusive property of Seller through the Closing Date, and of Buyer thereafter, and (ii) all
information not disclosed to the public by Buyer regarding Buyer's business or operations is
acknowledged to be confidential information, trade secrets and the exclusive property of Buyer
(collectively, "Confidential Information").
(b) The term "Confidential Information" shall include the terms of this
Agreement and the transactions contemplated hereby, Each of the parties hereto agrees not to
divulge, directly or indirectly, any Confidential Information of the other party in any manner
contrary to the interests of such party, use or cause or suffer to be used any Confidential
Information in competition with such party, or use Confidential Information in violation of the
patients' confidentiality rights under HIP AA or any applicable state Law, Each of the parties
acknowledges that the breach or threatened breach of the provisions of this Section would cause
irreparable injury to the other party that could not be adequately compensated by money
damages. Accordingly, a party may obtain a restraining order and/or injunction prohibiting a
breach or threatened breach of the provisions of this Section, in addition to any other legal or
equitable remedies that may be available. If requested by legal process to disclose any
Confidential Information of another party, the party in receipt of such request shall promptly
give notice thereof to the other party so that such party may, at its own cost and expense, seek an
appropriate protective order or, in the alternative, waive compliance to the extent necessary to
comply with such request if a protective order is not obtained. If a protective order or waiver is
granted, the party subject to such legal process may disclose the Confidential Information to the
extent required by such court order or as may be permitted by such waiver. Notwithstanding any
part of the foregoing, Buyer shall be permitted to disclose Confidential Information, including
without limitation a copy of this Agreement and the Assignment and Assumption and Bill of
Sale, for the purpose' of complying with government filing requirements and for the purpose of
issuing a press release about the transaction following the Closing Date,
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(c) The term "Confidential Information" does not include information that (i)
is at the time of disclosure or later becomes generally known to the public or within the industry
or segment of the industry to which such information relates without violation by a party of any
of its obligations hereunder and not through any action by any of its directors, officers,
employees and agents which, if committed by such party, would have constituted a violation by
it of any of its obligations hereunder; (ii) at the time of disclosure to the other party was already
known by such other party; or (iii) after the time of the disclosure to the other party, is received
by such party from a third party which, to such party's best knowledge, is under no
confidentiality obligation with respect thereto.
7,2 Non-Competition and Non-Solicitation.
(a) As a material inducement to Buyer to enter into this Agreement, in
consideration of the amounts payable hereunder,. and for other good and valid consideration, the
receipt and sufficiency of which are hereby acknowledged, as well as in recognition of the fact
that the value of Seller's Business, including the goodwill, would be diminished substantially if
Seller, County or any Affiliate of Seller or County were to engage in any business or activities in
competition with Buyer, Seller and COUIity jointly and severally covenants and agrees that,
except as required in the performance of the duties set forth in this Agreement or another written
agreement with Buyer, neither Seller, County nor any Affiliate of Seller or Countywill during
the Period, directly or indirectly, become a Competitor, or otherwise take any action that may
result in owning any interest in, leasing any assets to, managing, operating, extending credit to,
or otherwise participating in (e,g., as a medical director, contractor, consultant, or employee), a
Competitor, anywhere within a thirty (30) mile radius of Center's location as of Closing and its
location at any time during the Period,
(b) Seller and County further agree that they will not, during the Period,
directly or indirectly take any action that may (i) induce any patient or customer of the Center
(either individually or in the aggregate) to patronize any competing dialysis facility; (ii) request
or advise any patient or customer of the Center to withdraw, curtail or cancel such person's
business with the Center; (iii) enter into any agreement (whether for the sale of a professional
medical practice or otherwise) the purpose or result of which would benefit any person other
than Buyer if any patient or customer of Buyer were to withdraw, curtail, or cancel such person's
business with the Center; (iv) solicit, induce or encourage any physician affiliated with Buyer
(whether such physician is presently affiliated with Buyer or has been affiliated with Buyer in
the immediately preceding twelve-month period) or other person affiliated or employed by Buyer
(whether such person is presently affiliated or employed by Buyer or has been employed by
Buyer in the immediately preceding twelve-month period) to curtail or terminate such person's
affiliation or employment, or take any action that results, or might reasonably be expected to
result, in any employee or physician ceasing to perform services for Buyer; or (v) disclose to any
other person, firm or corporation the names or addresses of any customer or patient of Buyer or
.. Center, either individually or collectively,
(c) Nothing in this Section is intended to prohibit Seller and County from
engaging in managed care contracting as a participating provider of professional services so long
as such relationship does not (i) provide Seller and County with remuneration related or
attributable, directly or indirectly, to Dialysis Services, or (ii) involve Seller or County
545310_8
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contracting with any person or entity that is, directly or indirectly, owned, managed, operated or
controlled by, or affiliated with any person or entity (other than Buyer) that provides Dialysis
Services.
(d) Nothing in this Section shall be interpreted to prevent any physician
employed by Seller or County from engaging in the professional practice of nephrology or
interfering with such person's independent medical judgment, without consideration for any
pecuniary interests of said physician. Nothing in this Agreement shall be interpreted to require
the referral of any patients for any Dialysis Service provided by Buyer or any of Buyer's
Affiliates, or for treatment at the Center or any dialysis facility owned, operated or managed by
Buyer or any of Buyer's Affiliates, whether during or following the Period, and nothing in this
Agreement shall be interpreted to prohibit any physician from referring any patients to, or
treating patients at, any dialysis facility not owned by Buyer or any of its Affiliates, whether
during or following the Period.
(e) If the provisions of this Section 7.2 are violated, in whole or in part, Buyer
shall be entitled, upon application to any court of proper jurisdiction, to a temporary restraining
order or preliminary injunction to restrain and enjoin Seller and County from such violation
without prejudice as to any other remedies Buyer may have at law or in equity. In the event of a
violation, Seller and County agree that it would be virtually impossible for Buyer to calculate its
monetary damages and that Buyer would be irreparably harmed. If Buyer seeks such temporary
restraining order or preliminary injunction, Buyer shall not be required to post any bond with
respect thereto, or, if a bond is required, it may be posted without surety thereon. If any
restriction contained in this Section 7.2 is held by any court to be unenforceable, or
unreasonable, as to time, geographic area or business limitation, Seller and County agree that
such provisions shall be and are hereby reformed to the maximum time, geographic area or
business limitation permitted by applicable laws. The parties further agree that the remaining
restrictions contained in this Section 7.2 shall be severable and shall remain in effect and shall be
enforceable independently of each other,
(f)' Seller and County specifically acknowledge, represent and warrant that the
covenants set forth in this Section are reasonable and necessary to protect the legitimate interests
of Buyer, and Buyer would not have entered into this Agreement in the absence of such
covenants.
ARTICLE VIII.
CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE AND TO SELLER'S
PERFORMANCE
8.1 Conditions to Buyer's Obligations. The obligations of Buyer under this
Agreement are subject to the satisfaction of the following conditions on or prior to the Closing
Date (or the Effective Date, as noted below), all or any of. which may be waived in writing by
Buyer:
(a) All representations and warranties made by Seller and County in this
Agreement and in any written statements delivered to Buyer under this Agreement shall be true
and correct as of the Effective Date and as of the Closing Date as though made on such dates.
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(b) Seller and County shall have performed, satisfied and complied with all
obligations and covenants required by this Agreement to be performed or complied with by them
on or prior to the Closing Date.
(c) As of the Effective Date and as of the Closing Date, there shall not have
occurred any Seller Material Adverse Effect since December 3,2007.
(d) Seller and County shall have delivered to Buyer all documents required to
be delivered by them, and all such documents shall have been properly executed by each of
them, if applicable, Such documents shall include, without limitation:
(i) A corporate good standing certificate for Seller from the State of
Texas, dated no more than ten (10) days prior to the Closing Date;
(ii) A certificate signed by the secretary or other authorized officer of
Seller and dated as of the Closing Date, certifying (A) that the Board of Managers and the
County have adopted resolutions to authorize the transactions contemplated by this
Agreement, and (B) a specimen signature of an officer duly authorized thereby to execute
the Acquisition Agreements and such other documents to be delivered in connection with
Closing on behalf of Seller;
(iii) Insurance binders showing purchase of tail coverage for
professional and general liability claims, if applicable; and
(iv) Such other documents and instruments, each in a form reasonably
satisfactory to Buyer and its counsel, as may be reasonably requested by Buyer in order
to carry out the transaction contemplated by this Agreement and to vest good and
marketable title in the Acquired Assets in Buyer, free and clear of all Liens.
(e) Seller shall have executed and delivered to Buyer the Assignment and
Assumption and Bill of Sale in the form attached hereto as Exhibit A, dated and effective as of
the Effective Date.
(f) Buyer shall have received all Third Party Consents in form and substance
satisfactory to Buyer, effective as of the Effective Date or as of the Closing Date, as each may be
applicable.
(g) Buyer shall have received all Governmental Approvals and consents by
necessary governmental authorities to the transfer or reissuance to Buyer of all Licenses for the
Center in form and substance satisfactory to Buyer, with the exception of tie-in notices with
respect to Seller's Medicare and Medicaid provider numbers; provided that Buyer shall have no
reason to believe that it will not receive the Medicare CHOW Approval retroactive to the
Effective Date,
(h) Buyer shall have received payment and release letters, together with UCC-
3 termination statements, from all parties having financing statements filed against the Acquired
Assets in form and substance satisfactory to Buyer.
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(i) Buyer shall have received a Medical Director Agreement for the Center, in
form and substance satisfactory to Buyer, executed by an authorized officer of Victoria Kidney
& Dialysis Associates, appointing Azhar Malik, M.D. as medical director of the Center, and shall
have received physician joinders in the form attached as an exhibit to each Medical Director
Agreement executed by each of the owners and physician employees of Victoria Kidney &
Dialysis Associates, dated and effective as ofthe Effective Date.
G) Buyer shall have received for the Center an Assignment, Assumption and
Amendment to Lease (the "Assigriment, Assumption and Amendment of Lease") executed by
Omni-Port Lavaca 07, L.P, (the landlord) and Seller, amending certain terms of and assigning to
Buyer Seller's Lease dated April 24, 2008 with Landlord for that portion of the Premises that
Seller currently leases from landlord in form and substance satisfactory to Buyer, dated and
effective as of the Effective Date,
,(k) Buyer shall have received all approvals, consents and clearances from
governmental authorities and others in connection with the transactions contemplated by this
Agreement deemed necessary by Buyer, including receipt by Buyer of all licenses, permits,
consents and approvals for Buyer to own and operate Seller's Business and be reimbursed
therefor in the same manner after the Effective Date.
(1) Buyer shall have received certificates of an authorized officer of Seller
certifying as of the Effective Date and as of the Closing Date, (i) the accuracy of Seller's and
County's representations and warranties as set forth in Article IV hereof, (ii) compliance with
Seller's and County's covenants as set forth in this Agreement, and (iii) the amount of inventory
on site at the Center,
(m) Seller shall have delivered to Buyer, a detailed listing of the Fixed Assets
(as defined in GAAP) to be included in the Acquired Assets as of the Effective Date, dated as of
the most recent month ended before the Effective Date, which listing shall be certified as true
and complete by Seller's Chief Financial Officer and shall include each individually capitalized
fixed asset included in the Acquired Assets, together with Seller's original cost, in-service date,
estimated useful life, and current net book value for each asset included thereon. Such listing
shall reflect depreciation and amortization on a GAAP basis, and not on a federal income tax
basis,
(n) Seller shall have executed and delivered to Buyer, for submission to the
appropriate authorities, (i) CMS Form 855A, duly completed to report the change of ownership
of the Center, and (ii) a notification to the healthcare licensing authority of each state where any
Center is located, reliriquishing Seller's license to operate such Center and enclosing the original
of such license.
. (0). The Transferring Employees as of the Closing Date shall be sufficient to
operate the Center in a manner consistent with their operation as of the Effective Date of this
Agreement.
(p) Seller shall have delivered to Buyer photocopies and any electronic copies
of the portions of medical records described in Section 1.1 (c),
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(q) Seller shall have delivered to Buyer proof of repayment of any and all
overpayments identified during Buyer's due diligence review or otherwise listed on Schedule
tl,
8.2 Conditions to Seller's Obligations. The obligations of Seller under this
Agreement are subject to the satisfaction of the following conditions, on or prior to the Closing
Date (or the Effective Date, as noted below), all or any of which may be waived in writing by
Seller:
(a) All representations and warranties made by Buyer in this Agreement and
in any written statements delivered to Seller under this Agreement shall be true and correct as of
the Effective Date and as of the Closing Date as though made on such date.
(b) Buyer shall have performed, satisfied and complied with all obligations
and covenants of Buyer required by this Agreement to be performed or complied with by it on or
prior to the Closing Date.
(c) Buyer shall have delivered to Seller all documents required to be delivered
by Buyer, and all such documents shall have been properly executed by Buyer, if applicable,
(d) Buyer shall have delivered to Seller a good standing certificate from the
State of Delaware dated no more than ten (10) days prior to the Closing Date.
(e) Buyer shall have delivered to Seller certificates signed by an authorized
officer of Buyer certifying, as of the Effective Date and as of the Closing Date, (i) the accuracy
of Buyer's representations and warranties as set forth in Article V hereof, and (ii) compliance
with Buyer's covenants as set forth in this Agreement.
(f) Buyer shall have executed and delivered the Assignment and Assumption
and Bill of Sale, and the Assignment, Assumption and Amendment of Lease received in Section
8.1G) above, and effective as of the Effective Date.
8.3 No Iniunction or Action. The obligations of both Buyer and Seller under this
Agreement are conditioned upon there being, as of the Closing Date, no preliminary or
permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction
or by a governmental agency concerning this Agreement which would make illegal or otherwise
prevent consummation of this Agreement in accordance with its terms, and no proceeding or
action brought by any governmental authority seeking the foregoing shall be pending.
ARTICLE IX.
SURVIVAL OF REPRESENTATIONS AND WARRANTIES; GUARANTEE
9.1 Survival of Representations and Warranties.. All. Buyer, Seller and County
representations and warranties contained in this Agreement or any other agreement, schedule,
certificate, instrument or other writing delivered by Buyer, Seller or County in connection with
this transaction shall survive for five (5) years after the Closing Date. If a party hereto
determines that there has been a breach by any other party hereto of any such representation or
warranty and notifies the breaching party in writing reasonably promptly after learning of such
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breach, such representation or warranty and liability therefor shall survive with respect to the
specified breach until such breach has been resolved, buCno party shall have any liability after
such five (5) year period for any matters not specified in a writing delivered within such five (5)
year period, Notwithstanding any term in this Section 9.1, the applicable statute of limitations
shall be the survival period for any matter relating to (a) fraud or willful, intentional or reckless
misrepresentation or willful omission of a material fact in connection with this Agreement or the
Acquisition Agreements and the transactions contemplated hereby or thereby, (b) any liability
relating to personal injury, or (c) any alleged or actual violation of the representations and
warranties made in any of the following sections of this Agreement: Section 4.13 - "Payment
Programs"; Section 4.14 - "Compliance with Laws"; Section 4.16 - "Benefit Plan Compliance
with Provisions of Applicable Law"; and Section 4.19 - "Taxes,"
9.2 Guarantee by Seller and County. Subjectto the provisions of Section 9.4 below,
Seller and County agree and guarantee unconditionally and jointly and severally to pay to Buyer,
on demand, any of the following Losses incurred or suffered by Buyer:
(a) Any and all Losses of every kind, nature or description which arise out of
or result from or as a consequence of (i) any false, incorrect or misleading representation or
warranty or breach thereof made by or on behalf of Seller or County in this Agreement
(including the Exhibits and Schedules hereto) or in any of the Acquisition Agreements; or (ii)
any failure by Seller or County to perform, comply with or observe anyone or more of their
covenants, agreements or obligations contained in this Agreement or in any other agreement,
instrument or document delivered to Buyer in connection with this Agreement or any of the
transactions contemplated by this Agreement;
(b) Any and all Losses which may at any time or from time to time arise out
of or result from or as a consequence of (i) the provision, delivery or sale by Seller at any time
prior to the Closing Date of any services; (ii) the production, provision or sale by Seller at any
time prior to the Closing Date of any property, products, materials or supplies of any kind; (iii)
any Excluded Liability; (iv) any failure by Seller or County to comply with the provisions of this
Agreement; and (v) relating to, or the failure by Seller to discharge, any obligations of Seller
which were incurred by Seller on account of the period prior to the Closing Date (except for the
Assumed Liabilities), including without limitation the following: (A) any audit or investigation
or civil, administrative or criminal proceedings arising as a result of Seller's Business prior to
the Closing Date whether or not Seller or its Affiliates had knowledge thereof as of the Closing
Date, (B) any assessments, adjustments or offsets made against Buyer as a result of such an audit
or investigation or in connection with the recovery by any governmental authority or
administrative agency or any third party payor of any overpayments made to Seller for services
performed prior to the Effective Date, (C) Seller's failure to obtain any Third Party Consent
referred to herein which is not actually waived in writing by Buyer or UCC-3 release for any
. UCC-l on file against Seller prior to Closing, or (D) [NOTE: include any scheduled items];
and
(c) Without limiting the generality of the foregoing provisions of this Section
9,2 with respect to the measurement of damages, Buyer shall have the right to be put in the same
financial position as it would have been in had the representations and warranties of Seller and
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County been true and correct, had each of the covenants of Seller and County been performed in
full, and had Seller paid, discharged and performed all of its liabilities and obligations.
9.3 Guarantee by Buyer. Subject to the provisions of Section 9.4 below, Buyer agrees
and guarantees unconditionally to pay Seller, on demand, from and against any and all of the
following Losses suffered or incurred by Seller:
(a) Any and all Losses of every kind, nature or description which arise out of
or result from or as a consequence of (i) any false, incorrect or misleading representation or
warranty or breach thereof made by or on. behalf of Buyer in this Agreement (including the
Exhibits and Schedules hereto) or in any of the Acquisition Agreements; or (ii) any failure by
Buyer to perform, comply with or observe anyone or more of its covenants, agreements, or
obligations contained in this Agreement or in any other agreement, instrument or document
delivered to Seller in connection with this Agreement or any of the transactions contemplated by
this Agreement; and
(b) Any and all Losses which may at any time or. from time to time arise out
of or result from or as a consequence of (i) the provision, delivery or sale by Buyer at any time
on or after the Closing Date of any services; (ii) the production, provision or sale by Buyer at any
time on or after the Closing Date of any property, products, materials or supplies of any kind;
(iii) any Assumed Liability; (iv) any failure by Buyer to comply with the provisions of this
Agreement; and (v) relating to, or the failure by Buyer to discharge, any obligations of Buyer
which were incurred by Buyer on or after the Closing Date (except for the Excluded Liabilities),
including without limitation the following: (A) any audit or investigation or civil, administrative
or criminal proceedings arising as a result of the business of the Center on or after the Closing
Date, and (B) any assessments, adjustments or offsets made against Seller as a result of such an
audit or investigation or in connection with the recovery by any governmental authority or
administrative agency or any third party payor of any overpayments made to Buyer for services
performed on or after the Effective Date.
(c) Without limiting the generality of the foregoing provisions of this Section
9.3. with respect to the measurement of damages, Seller shall have the right to be put in the same
financial position as it would have been in had the representations and warrant~es of Buyer been
true and correct, had each of the covenants of Buyer been performed in full, and had Buyer paid,
discharged and performed all of its respective liabilities and obligations,
9.4 Process, Any party seeking payment or recourse under this Article IX (an
"Covered Party") shall give each party from whom indemnification is being sought (each, a
"Guaranteeing Party") notice of any matter which such Covered Party has determined has given
rise to or could give rise to a right of payment or recourse under this Agreement, stating the
amount of the loss, if known, and method of computation thereof, and containing a reference to
the provisions of this Agreement in respect of which such right of payment or recourse is
claimed or arises, The obligations and liabilities of a Guaranteeing Party under this Article IX
with respect to Losses arising from claims of any third party which are subject to the payment or
recourse provided for in this Article IX ("Third Party Claims") shall be governed by and
contingent upon the following additional terms and conditions:
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(a) If any Covered Party shall receive notice of any Third Party Claim, the
Covered Party shall give the Guaranteeing Party notice of such Third Party Claim within thirty
(30) days of the receipt by the Covered Party of such notice; provided, however, that the failure
to provide such notice shall not release the Guaranteeing Party from any of its obligations under
this Article IX except to the extent the Guaranteeing Party is materially prejudiced by such
failure.
(b) If the Guaranteeing Party acknowledges in writing its obligation to payor
protect the Covered Party hereunder against any losses that may result from such Third Party
Claim, then the Guaranteeing Party shall be entitled to assume and control the defense of such
Third Party Claim at its expense and through counsel of its choice if it gives notice of its
intention to do so to the Covered Party within thirty (30) days of the receipt of such notice from
the Covered Party; provided, further however, that if it would be detrimental to the defense of the
Covered Party for the same counsel to represent both the Covered Party and the Guaranteeing
Party, then the Covered Party shall be entitled to retain its own counsel, in each jurisdiction for
which the Covered Party determines counsel is required, at the expense of the Guaranteeing
Party.
(c) In the event the Guaranteeing Party exercises the right to undertake any
such defense against any such Third Party Claim as provided above, the Covered Party shall
cooperate with the Guaranteeing Party in such defense and make available to the Guaranteeing
Party, at the Guaranteeing Party's expense, all witnesses, pertinent records, materials and
information in the Covered Party's possession or under the Covered Party's control relating
thereto as is reasonably required by the Guaranteeing Party. Similarly, in the event the
Guaranteeing Party declines to take such defense and the Covered Party is, directly or indirectly,
conducting the defense against any such Third Party Claim, the Guaranteeing Party shall
cooperate with the Covered Party in such defense and make available to the Covered Party, at the
Guaranteeing Party's expense, all such witnesses, records, materials and information in the
Guaranteeing Party's possession or under the Guaranteeing Party's control relating thereto as is
reasonably required by the Covered Party.
(d) If the Guaranteeing Party shall have failed to assume the defense of any
claim in accordance with the provisions of this article, then the Covered Party shall have the
absolute right to control the defense of such claim and, if and when it is finally determined that
the Covered Party is entitled to payment or protection from the Guaranteeing Party hereunder,
the fees and expenses of the Covered Party's counsel shall be borne by the Guaranteeing Party
and paid by the Guaranteeing Party to the Covered Party within five (5) business days of written
demand therefor, but the Guaranteeing Party shall be entitled, at its own expense, to participate
in (but not control) such defense.
(e) So long as the Guaranteeing Party has assumed and is conducting the
defense of the Third Party Claim in accordance with Section 9.4(b) above, (i) the Guaranteeing.
Party will not consent to the entry of any judgment or enter into any settlement with respect to
the Third Party Claim without the prior written consent of the Covered Party (not to be withheld
umeasonably provided that the Covered Party is completely released from all claims) unless the
judgment or proposed settlement involves only the payment of money damages by the
Guaranteeing Party and does not impose an injunction or other equitable relief upon the Covered
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Party, and (ii) the Covered Party will not consent to the entry of any judgment or enter into any
settlement with respect to the Third Party Claim without the prior written consent of the
Guaranteeing Party (not to be withhelq umeasonably).
ARTICLE X.
MISCELLANEOUS
10.1 Termination. This Agreement may be terminated and the transaction
contemplated hereby may be abandoned at any time prior to the Closing Date as follows:
(a) By mutual written consent of Buyer and Seller;
(b) By either Buyer or Seller, if Closing shall not have occurred on or before
2008; provided, however, that the right to terminate this Agreement under this
Section 1 O.I(b) shall not be available to the party whose failure to fulfill any obligation under
this Agreement shall have been the cause of, or resulted in, the failure of Closing to occur on or
before such date;
(c) By either Buyer or Seller, if any final and nonappealable order or other
legal restraint or prohibition preventing the consummation of the transaction contemplated by
this Agreement shall have been issued by any governmental authority or any Law shall have
been enacted or adopted that enjoins, prohibits or makes illegal consummation of the transaction;
(d) By Buyer, upon a breach of, or failure to perform in any material respect
(which breach or failure cannot be or has not been cured within thirty (30) days after the giving
of notice of such breach or failure), any representation, warranty, covenant or agreement on the
part of Seller or County set forth in this Agreement, such that a condition set forth in Section 8.1
would not be satisfied; or
(e) By Seller, upon a breach of, or failure to perform in any material respect
(which breach or failure cannot be or has not been cured within thirty (30) days after the giving
of notice of such breach or failure), any representation, warranty, covenant or agreement on the
part of Buyer set forth in this Agreement, such that a condition set forth in Section 8.2 would not
be satisfied.
10.2 Notice of Termination; Effect of Termination. In the event of termination of this
Agreement by either Buyer or Seller pursuant to Section 10.1 (b), (c), (d) or (e) hereof, the
terminating party shall give prompt written notice thereof to the nonterminating party. In the
event of termination of this Agreement pursuant to Section 10.1, this Agreement shall be of no
further effect, there shall be no liability under this Agreement on the part of either Buyer or
Seller and all rights and obligations of each party hereto shall cease, provided, however, that
nothing herein shall relieve any party from liability for the breach of any of its representations
and warranties or the breach of any of its covenants or agreements set forth in this Agreement.
10,3 Expenses. Each of the parties hereto shall pay its own fees, costs and expenses
incurred in connection with the negotiation, preparation, execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby.
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10.4 Entire Subiect Matter; Amendment. This Agreement, together with its Schedules
and Exhibits and all ancillary agreements and exhibits and schedules thereto to be delivered at
Closing, contains the entire understanding of the parties with respect to the subject matter hereof
and supersedes all prior agreements, either oral or written. The Agreement may not be amended,
or any term or condition waived, unless signed by the party to be charged or making the waiver.
Each party to this Agreement acknowledges that no representations, inducements, promises, or
agreements, orally or otherwise, have been made by other party(ies), or by anyone acting on
behalf of any party, that are not embodied herein, and that no other agreement, statement, or
promise not contained in this Agreement shall be valid or binding.
10,5 Assignment. No party hereto shall assign or otherwise transfer this Agreement or
any of its rights hereunder, or delegate any of its obligations hereunder, without the prior written
consent of the other party; provided, however, that Buyer shall be permitted, without the consent
of Seller, to assign or otherwise transfer this Agreement or any of its rights hereunder: (a) upon
the purchase or sale of all or substantially all of the assets or stock of Buyer or DaVita Inc. or the
transfer (by operation of law or otherwise) of the ownership or control of Buyer or Da Vita Inc.,
to the purchaser of such assets or stock or the transferee of such interests; (b) upon the purchase,
transfer or sale of all or substantially all of the Acquired Assets purchased from Seller by Buyer
pursuant to this Agreement or the business or operations conducted at the Center (or any
replacement location) to the purchaser or transferee of such Acquired Assets, business or
operations; or (c) to any Affiliate of Buyer. Subject to the foregoing, this Agreement and the
rights and obligations set forth herein shall inure to the benefit of, and be binding upon the
parties hereto, and each of their respective successors, heirs and assigns.
10.6 Counterparts, This Agreement may be executed in two or more counterparts, any
one of which need not contain the signatures of all parties, but all of which counterparts when
taken together will constitute one and the same agreement. Copies of signature pages sent by
facsimile transmission or in PDP or other electronic file format shall be deemed to constitute
originals.
10.7 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas applicable to contracts made and to be performed
in that State.
10,8 Schedules and Exhibits. The Schedules and Exhibits attached hereto are an
integral part of this Agreement. All exhibits and schedules attached to this Agreement are
incorporated herein by this reference and all references herein to this "Agreement" shall mean
this Asset Purchase Agreement together with all such exhibits and schedules, and all ancillary
agreements and exhibits and schedules thereto to be delivered at Closing.
10,9 Severability. Subject to the last two sentences of Section 7.2(e), any provision
hereof which is held to be prohibited or unenforceable in any jurisdiction will, as to such
jurisdiction, be adjusted rather than avoided, if possible, in order to achieve the intent of the
parties to this Agreement to the extent possible without in any manner invalidating the remaining
provisions hereof.
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10.10 Notices, All notices or other communications required or permitted hereunder
shall be in writing and shall be deemed properly given three (3) business days after being sent by
registered or certified mail, postage prepaid, to the parties at the address listed below:
If to Seller:
Memorial Medical Center
With a copy to:
If to County:
Calhoun County, Texas
If to Buyer:
,LLC
c/o Da Vita Inc,
601 Hawaii Street
El Segundo, California 90245
Attention: Chief Operating Officer
With copies to:
Da Vita Inc.
601 Hawaii Street
El Segundo, California 90245
Attention: General Counsel
Da Vita Inc.
601 Hawaii Street
El Segundo, California 90245
Attention: Vice President for Corporate Development
10.11 Representation by Counsel. Each party hereto acknowledges that it has been
advised by legal and any other counsel retained by such party in its sole discretion. Each party
acknowledges that such party has had a full opportunity to review this Agreement and all related
exhibits, schedules and ancillary agreements and to negotiate any and all such documents in its
sole discretion, without any undue influence by any other party hereto or any third party.
10,12 Construction, The parties have participated jointly in the negotiations and
drafting of this Agreement and in the event of any ambiguity or question of intent or
interpretation, no presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any of the provisions of this Agreement
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10.13 Headings. The section headings contained in this Agreement are inserted for
convenience only and shall not affect in any way the meaning or interpretation of this
Agreement.
10.14 Waivers. No waiver by any party, whether express or implied, of its rights under
any provision of this Agreement shall constitute a waiver of the party's rights under such
provisions at any other time or a waiver of the party's rights under any other provision of this
Agreement. No failure by any party to take any action against any breach of this Agreement or
default by another party shall constitute a waiver of the former party's right to enforce any
provision of this Agreement or to take action against such breach or default or any subsequent
breach or default by the other party, To be effective any waiver must be in writing and signed by
the waiving party.
[SIGNATURES ON FOLLOWING PAGE]
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THEREFORE, the parties hereto have executed, or caused this Asset Purchase
Agreement to be executed by their duly authorized representatives, as of the date first written
above.
,LLC
SELLER:
MEMORIAL MEDICAL CENTER
BUYER:
By:
Its:
By:
Its:
COUNTY:
Calhoun County, Texas
By:
Its:
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TABLE OF EXHIBITS AND SCHEDULES
Exhibit A - Form of Assignment and Assumption and Bill of Sale
Schedule 1.0
Schedule 1.1
Schedule 1.2
Schedule 1.5
Schedule 2.1
Schedule 2.3
Schedule 4.3(a)
Schedule 4.3(b)
Schedule 4.5
Schedule 4.6
Schedule 4.7
Schedule 4.8
Schedule 4.9
Schedule 4.10
Schedule 4.13
Schedule 4.14
Schedule 4.15( d)
Schedule 4.16
Schedule 4.20
Schedule 4.21
Schedule 4.22
Schedule 4.23
Schedule 4.24
Schedule 4.26
Schedule 4.28
Schedule 8.1
545310_8
- Table of Definitions
- Acquired Assets
- Excluded Assets
- Seller Employees/Transferring Employees
- Payment to Seller/Adjustments to Purchase Price
- Allocation of Purchase Price
- Governmental Approvals
- Third Party Consents
~ Licenses and Permits
- Owners and Subsidiaries
- Assets Not Presently Owned but to be Conveyed at Closing
- Personal Property Leases
- Financial Information
- Absence of Certain Events
- Payment Programs
- Compliance with Laws
- Labor Contracts
- Benefit Plan Compliance
- Contracts
- Real Property
- Financing Statements
- Transactions with Affiliates
- Insurance
- Intellectual Property
- Accounts Receivable
- Overpayments
DRAFT: 8/14/2008
EXHIBIT A
ASSIGNMENT AND ASSUMPTION
AND BILL OF SALE
This Assignment and Assumption and Bill of Sale (the "Agreement"), is made and
entered into effective as of the _ day of , 2008 (the "Effective Date"), by and
among Memorial Medical Center, a county hospital ("Seller") established by Calhoun County,
Texas, , LLC, a Delaware limited liability company ("Buyer"), and
Calhoun County, Texas (the "County").
RECITALS
WHEREAS, Seller, Buyer and County are parties to an Asset Purchase Agreement
effective as of , 2008 (the "Purchase Agreement"), whereby (i) Seller has agreed to
sell, convey, transfer, assign and deliver to Buyer the Acquired Assets (as defined in the
Purchase Agreement), and (ii) Seller has agreed to assign and Buyer has agreed to assume, the
Assumed Liabilities (as defined in the Purchase Agreement); and
WHEREAS, all capitalized terms not defined herein shall have the meanings ascribed to
such terms in the Purchase Agreement.
NOW, THEREFORE, pursuant to the Purchase Agreement, and in consideration of the
mutual promises, covenants and agreements therein and hereinafter set forth and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
agree as follows:
1. Bill of Sale.
(a) Seller and, to the extent applicable, County, hereby sells, conveys,
transfers, assigns and delivers to Buyer, its successors and assigns, free and clear of any pledge,
lien, option, security interest, mortgage or other encumbrance, and Buyer does hereby acquire
from Seller, all right, title and interest in, to and under the Acquired Assets. The Acquired
Assets shall include all rights, privileges, hereditaments and appurtenances belonging, incident or
appertaining to the Acquired Assets.
(b) Notwithstanding anything contained herein, Buyer is not purchasing from
Seller any Excluded Assets.
(c) It is understood by both Seller and Buyer that, contemporaneously with
the execution and delivery of this Agreement, Seller may be executing and delivering to Buy.er
certain further assignments and other instruments of transfer which in particular cover certain of
the property and assets described herein or in the Purchase Agreement, the purpose of which is to
supplement, facilitate and otherwise implement the transfer intended hereby.
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Cd) Seller does hereby irrevocably constitute and appoint Buyer, its successors
and assigns, its true and lawful attorney, with full power of substitution, in its name or otherwise,
and on behalf of Seller, or for its own use, to claim, demand, collect and receive at any time and
from time to time any and all Acquired Assets, properties, claims, accounts and other rights,
tangible or intangible, hereby sold, transferred, conveyed, assigned and delivered, or intended so
to be, and to prosecute the same at law or in equity and, upon discharge thereof, to complete,
execute and deliver any and all necessary instruments of satisfaction and release.
2. Assignment and Assumption of Assumed Liabilities.
(a) Seller and, to the extent applicable, County, hereby assigns to Buyer, its
successors and assigns, and Buyer hereby assumes, in accordance with the terms and conditions
of the Purchase Agreement, the Assumed Liabilities. Notwithstanding anything in this
Agreement to the contrary, except as specifically set forth in the Purchase Agreement, Buyer
shall not assume nor be deemed to have assumed any debt, claim, obligation or other liability of
Seller or any Affiliate of Seller, whether known or unknown, accrued or unaccrued, fixed or
contingent, natural or unnatural, whether arising out of occurrences, events or actions prior to, at
or after the Effective Date.
(b) In the event that Seller and/or Buyer determines after execution of this
Agreement that one or more contracts or agreements between Seller and any third party
necessary to operate the Acquired Assets was not designated as an Assigned Contract or an
Assigned Personal Property Lease (each an "Omitted Agreement"), and the parties consent in
writing to the assignment and assumption of such Omitted Agreement, which consent shall not
be unreasonably withheld, then, such Omitted Agreement shall be deemed assigned by Seller to
Buyer as of 12:01 a.m. on the Effective Date.
(c) Seller hereby authorizes and directs all obligors under any Assigned
Contracts and Assigned Personal Property Leases included in the Assumed Liabilities, to deliver
any warrants, checks, drafts or payments to be issued or paid to Seller pursuant to the Assigned.
Contracts or the Assigned Personal Property Leases to Buyer; and Seller further authorizes
Buyer to receive such warrants, checks, drafts or payments from such obligors and to endorse
Seller's name on them and to collect all funds due or to become due under the Assigned
Contracts and the Assigned Personal Property Leases.
(d) Any payment that may be received by Seller to which Buyer is entitled by
reason of this Agreement or the Purchase Agreement shall be received by Seller as trustee for
Buyer, and will be immediately delivered to Buyer without commingling with any other funds of
Seller.
(e) Notice of the assignment under this Agreement may be given at the option
of either party to all parties to the Assigned Contracts and the Assigned Personal Property Leases
(other than Seller) or to such parties' duly authorized agents.
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(f) The assumption by Buyer of any Assumed Liabilities shall not enlarge the
rights of any third party with respect to any Assumed Liabilities, nor shall it prevent Buyer, with
respect to any party other than Seller, from contesting or disputing any Assumed Liability.
(g) Seller hereby appoints Buyer, its successors and assigns, as the true and
lawful attorney-in-fact of Seller, with full power of substitution, having full right and authority,
in the name of Seller, to collect or enforce for the account of Buyer, liabilities and obligations of
third parties under the Assumed Liabilities; to institute arid prosecute all proceedings they may
deem proper in order to enforce any claim to obligations owed under the Assumed Liabilities, to
defend and compromise any and all actions, suits or proceedings in respect of the Assumed
Liabilities, and to do all such acts in relation to the Assumed Liabilities that Buyer may deem
advisable. Seller agrees that the above-stated powers are coupled with an interest and shall be
irrevocable by Seller.
3. Consummation of Purchase Agreement. This Agreement is intended to evidence
the consummation of the assignment by Seller and assumption by Buyer of the Assumed
Liabilities and the sale by Seller and the purchase by Buyer of the Acquired Assets contemplated
. by the Purchase Agreement. Buyer, Seller and County by their execution of this Agreement each
hereby acknowledges and agrees that neither the representations and warranties nor the rights
and remedies of any party under the Purchase Agreement shall be deemed to be enlarged,
modified or altered in any way by this Agreement. Any inconsistencies or ambiguities between
this Agreement and the Purchase Agreement shall be resolved in favor of the Purchase
Agreement.
4. Binding Effect. This Agreement shall be binding upon and inure to the benefit of
the parties and their respective successors and assigns.
5. Further Assurances. After the Closing Date, each party will from time to time, at
the other party's request and without further cost to the party receiving the request, execute and
deliver to the requesting party such other instruments and take such other action as the requesting
party may reasonably request so as to enable it to exercise and enforce its rights under and fully
enjoy the benefits and privileges with respect to this Agreement and to carry out the provisions
and purposes hereof.
6. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas applicable to agreements made and to be
performed in that State without giving effect to conflicts of law principles.
7. Counterparts. This Agreement may be signed in any number of counterparts and
all such counterparts shall be read together and construed as one and the same document.
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IN WITNESS WHEREOF, the undersigned have caused this Assignment and
Assumption and Bill of Sale to be duly executed on their behalf on the day and year first above
written.
BUYER:
,LLC
By:
Its:
COUNTY:
CALHOUN COUNTY, TEXAS
By:
Its:
545310_8
SELLER:
MEMORIAL MEDICAL CENTER
By:
Its:
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DRAFT: 8/14/2008
Schedule 1.0
Table Of Definitions
"Acquired Assets" has the meaning set forth in Section 1.1.
"Acquisition Agreements" means this Agreement, the Assignment and Assumption and Bill of
Sale and all other agreements executed in connection with this Agreement and in connection
with Closing.
"Affiliates" has the meaning set forth in Rule 501 of Regulation D under the Securities Act of
1933, as amended and includes the County.
"Agreement" has the meaning set forth in the first sentence of this Agreement.
"Assumed Liabilities" has the meaning set forth in Section 1.3.
"Assumed PTO" has the meaning set forth in Section 1.5.
"Buyer" has the meaning set forth in the first sentence of this Agreement. For the purposes of
Section 7.2, the term "Buyer" shaJIinclude Buyer and its Affiliates.
"Center" has the meaning set forth in the Recitals of this Agreement.
"Closing" has the meaning set forth in the first sentence of Article III of this Agreement.
"Closing Date" has the meaning set forth in Article III of this Agreement.
"CMS" has the meaning set forth in Section 6.3(b).
"Code" means the Internal Rev~pue Code of 1986, as amended.
"Competitor," as used in Section 7.2, means any person, clinic, corporation, partnership,
management services organization, proprietorship, independent practice association, firm, entity
or association which engages in or derives any economic benefit from, or is preparing to engage
in or derive any economic benefit from, the business of providing or offering, arranging or
subcontracting Dialysis Services.
"Compliance Survey Form" means the form for reporting upon compliance with Law and with
Payment Program requirements completed by Seller and delivered to Buyer in connection with
Buyer's due diligence.
"Confidential Information" has the meaning set forth in Section 7.1.
"Contract," "Assigned Contract" and "Retained Contract" have the meanings set forth in Section
4.20.
545310_8
DRAFT: 8/14/2008
"County" has the meaning set forth in the preamble to this Agreement.
"Covered Party" has the meaning set forth in Section 9.4.
"Dialysis Services," as such term is used in Section 7.2 and in this Table of Definitions, means
all dialysis and renal care services and related services, including but not limited to,
hemodialysis, acute dialysis, apheresis services, peritoneal dialysis of any type, staff assisted
hemodialysis, dialysis related laboratory and pharmacy services, access related services, the
provision of home dialysis services and supplies, administration of dialysis-related
pharmaceuticals (including, without limitation, EPO, Aranesp, iron supplements, vitamin D
supplements, or other products related to the treatment of anemia and secondary
hyperparathyroidism) to ESRD patients or to patients treated in an acute care hospital due to
temporary kidney failure, and any other service or treatment for persons diagnosed as having
ESRD, including any dialysis or renal care service provided in a hospital.
"Directly or indirectly," as used in Section 7.2, means any and all activities undertaken by,
through or on behalf of Seller, County or any of their Affiliates, and any and all entities with
respect to which Seller, County and their Affiliates serve as a contractor, agent or representative.
"Effective Date" has the meaning set forth in the first paragraph of this Agreement.
"Employee Benefit Plans" means any "employee benefit plan"as defined in Section 3(3) of
ERISA and all bonus, stock or other security option, stock or other security purchase, stock or
other security appreciation rights, incentive, deferred compensation, retirement or supplemental
retirement, severance, . golden parachute, vacation, cafeteria, dependent care, medical care,
employee assistance program, education or tuition assistance programs, insurance and other
similar fringe or employee benefit plans, programs or arrangements, and any current or former
employment or executive compensation or severance agreements or any other plan or
arrangement to provide compensation or benefits to any individual, written or otherwise, which
has ever been sponsored or maintained or entered into for the benefit of, or relating to, any
present or former employee or director of Seller or any ERISA Affiliate, without regard to
whether such individual is a Seller Employee or a Transferring Employee.
"End Stage Renal Disease" or "ESRD" means that stage of renal impairment that appears
irreversible and permanent, and requires a regular course of dialysis or kidney transplantation to
maintain life, which definition is set forth in Title 42, CFR Section 405.2101 as of the date
hereof. To the extent such regulation is changed or amended, the term shall have the same
meaning as set forth in Title 42, CFR 405.2101 et seq. or any successor thereto.
"Environmental Laws" means all Laws relating to hazardous waste, infectious medical and
radioactive waste, and other environmental matters, including, without limitation, the Resource
Conservation and Recovery Act, the Clean Air Act and the Comprehensive Environmental
Response Compensation and Liability Act, and any regulations issued thereunder.
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.
545310_8
DRAFT: 8/14/2008
"ERISA Affiliate" means any entity (whether or not incorporated) that together with Seller is a
member of: (i) a controlled group of corporations within the meaning of Section 414(b) of the
Code; (ii) a group of trades or business under common control within the meaning of Section
414(c) of the Code; (iii) an affiliated service group within the meaning of Section 414(m) of the
Code; or (iv) any other person or entity treated as an Affiliate of Seller under Section 414(0) of
the Code.
"Excluded Assets" has the meaning set forth in Section 1.2 hereof.
"Excluded Liabilities" has the meaning set forth in Section 1.4 hereof.
"Financial Information" has the meaning set forth in Section 4.9.
"GAAP" means accounting principles generally accepted in the United States of America,
consistently applied.
"Governmental Approval" has the meaning set forth in Section 4.3(a) hereof.
"Hazardous Material" means (i) petroleum and petroleum products, by-products or breakdown
products, radioactive materials, asbestos-containing materials and polychlorinated biphenyls; (ii)
infectious medical waste; and (iii) any other chemical, material or substance, all of which are
defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under any
applicable Environmental Law.
"HIP AA" has the meaning set forth in Section 4.140).
"Holdback Amount" has the meaning set forth in Section 2.1 (b).
"Guaranteeing Party" has the meaning set forth in Section 9.4.
"Intellectual Property" means all recipes, patents, inventions, know-how, show-how, designs,
trade secrets, copyrights, trademarks, trade names, service marks, fictitious and assumed
business names, Internet domain names, manufacturing processes, software, formulae, trade
secrets, technology or the like, and all applications for any of the foregoing.
"Inventory Amount" has the meaning set forth in Section 4.25.
"Labor Contract" has the meaning set forth in Section 4.15(d).
"Law" or "Laws" means any and all federal, state, and local statutes, codes, licensing
requirements, ordinances, laws, rules, regulations, decrees or orders of any foreign, federal, ~tate
or local government and any other governmental department or agency, and any judgment,
decision, decree or order of any court or governmental agency, department or authority.
"Licenses" means licenses, permits, consents, approvals, authorizations, registrations,
qualifications and certifications of any governmental or administrative agency or authority
5453]0_8
...-
DRAFT: 8/14/2008
(whether federal, state or local), including without limitation any Medicare, Medicaid and other
provider numbers, certificates or determinations of need, CLIA and DEA certifications.
"Liens" means any lien, claim, security interest, mortgage, pledge, restriction, covenant, charge
or encumbrance of any kind or character, direct or indirect, whether accrued, absolute,
contingent or otherwise.
"Losses" means losses, damages, liabilities, actions, suits, proceedings, claims, demands, taxes,
sanctions, deficiencies, assessments, judgments, costs, interest, penalties and expenses (including
without limitation reasonable attorneys' fees, which shall include a reasonable estimate of the
allocable costs of in-house legal counsel and staff).
"Medicare CHOW Approval" has the meaning set forth in Section 6.3(b).
"Payment Programs" means Medicare, TRICARE, Medicaid, Worker's Compensation, Blue
Cross/Blue Shield programs, and all other health maintenance organizations, preferred provider
organizations, health benefit plans, health insurance plans, and other third party reimbursement
and payment programs including without limitation the Seller Payment Programs.
"Period," as used in Section 7.2, means ten (10) years from the Closing Date.
"Personal Property Leases," "Assigned Personal Property Leases" and "Terminated Personal
Property Leases" have the meanings set forth in Section 4.8.
"Premises" has the meaning set forth in Section 4.21.
"PTO" means accrued vacation and other payable time off.
"Purchase Price" has the meaning set forth in Section 2.1.
"Release" means disposing, discharging, injecting, spilling, leaking, leaching, dumping, emitting,
escaping, emptying, seeping, placing and the like into or upon any land, water or air, or
otherwise entering into the environment.
"Remedial Action" means all action to (i) clean up, remove or treat Hazardous Materials in the
environment; (ii) restore or reclaim the environment or natural resources; (iii) prevent the
Release of Hazardous Materials so that they do not migrate or endanger or threaten to endanger
public health or the environment; or (iv) perform remedial investigations, feasibility studies,
corrective actions, closures and post-remedial or post-closure studies, investigations, operations,
maintenance and monitoring on, about or in the Premises.
"Seller" has the meaning set forth in the first sentence of this Agreement.
"Seller Employees" has the meaning set forth in Section 1.5.
"Seller Licenses" has the meaning set forth in Section 4.5.
545310_8
DRAFT: 8/14/2008
"Seller Material Adverse Effect" means any event, circumstance, change or effect that
individually or in the aggregate with all other events, circumstances, changes or effects, is
reasonably expected to be materially adverse to the condition (financial or otherwise), properties,
assets, liabilities, businesses, operations, results of operations or prospects of Seller's Business or
the Acquired Assets or to Seller's ability to perform its obligations as contemplated in this
Agreement.
"Seller Payment Programs" has the meaning set forth in Section 4.13(a).
"Seller's Business" has the meaning set forth in the Recitals of this Agreement.
"Taxes" means all taxes of any type or nature whatsoever, including without limitation, income,
gross receipts, excise, franchise, property, value added, import duties, employment, payroll, sales
and use taxes and any additions to tax and any interest or penalties thereon.
"Tax Returns" means any and all returns, declarations, reports, claims for refunds and
information returns or statements relating to Taxes, required to be filed by Seller for itself and
for the Employee Benefit Plans of Seller, including all schedules or attachments thereto and
including any amendment thereof (collectively, "Tax Returns").
"Third Party Consent" has the meaning set forth in Section 4.3(b).
"Transferring Employees" has the meaning set forth in Section 1.5.
545310_8
PUBLIC HEARING ON THE MATTER OF AMENDING THE 2008 CALHOUN COUNTY AND
MEMORIAL MEDICAL CENTER BUDGETS:
Judge Pfeifer opened the Public Hearing regarding Amending the 2008 Calhoun County and
Memorial Medical Center Budgets at 10:25 a.m. Lucy Dio, Assistant County Auditor, read the
Memorial Medical Center 2008 Budget Amendments and then read the 2008 Budget Amendments
for Calhoun County. There were no public comments and after hearing the amendments, Judge
Pfeifer closed the Public Hearing at 10:30 am.
AMEND THE 2008 CALHOUN COUNTY AND MEMORIAL MEDICAL CENTER BUDGETS:
A Motion was made by Commissioner Fritsch and seconded by Commissioner Lyssy to approve
the Calhoun County and Memorial Medical Center 2008 Budget Amendments. Commissioners
Galvan, Lyssy, Fritsch, Finster and Judge Pfeifer all voted in favor.
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AWARD LEASE OF LAND FOR DRY LAND FARMING, SAID LEASE IS FOR A PERIOD OF
THREE YEARS:
A Motion was made by Commissioner Lyssy and seconded by Commissioner Fritsch to award the
Lease of Land for Dry Land Farming to the high bidder Albert Malaer, the said lease is for a
period of three years. Commissioners Galvan, Lyssy, Fritsch, Finster and Judge Pfeifer all voted in
favor.
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LEASE AGREEMENT
THE STATE OF TEXAS
COUNTY OF CALHOUN
This lease agreement made and entered into on this 28th day of August, 2008 by and between
Calhoun County, Texas (Lessor) and Albert L. Ma:Iear (Lessee) witnesseth that lessor and lessee,
in consideration of the premises hereinafter set forth, do hereby contract and agree as follows,
towit:
ARTICLE I
Lessor does hereby lease and rent unto lessee, and lessee does hereby lease and rent from Lessor,
for the period of time hereinafter stated and in accordance with the terms and provision
hereinafter contained; the following described land located in Calhoun County, Texas towit:
All the tillable land, estimated to contain 60 acres (which will be treated herein as containing 60
acres regardless of whether it contains more or less), which 60 acres of tillable land is all of the
tillable land contained in a certain 83.19 acres (fronting on the Southern Pacific Railroad Right
of Way) of that certain tract or parcel of land containing 174.93 acres (found by resurvey to
contain 175.13 acres) commonly known as the Langon Tract and described in deed from Patsy L.
Johnson to the County of Calhoun, Texas, dated April 15, 1976, recorded in Volume 296, Page
822 of the Deed Records of Calhoun County, Texas, reference to which deed and to the record
thereof is hereby made in aid of the description of said 83.19 acre tract which contains the 60
acres of tillable land covered by this lease, and said tract of 83.19 acres of land is all of said
Langon 175.13 acre tract EXCEPT the East 2400 feet hereof, all as shown on that certain plat
which is marked EXHIBIT "A" and attached hereto and made a part hereof for all purposes.
If at any time within the 3 year lease period, Lessor needs 10 acres or less from the 60 acres of
tillable land covered by this lease, Lessor will give Lessee 180 day's written notice and the rent
will be adjusted accordingly.
It is understood and agreed that there is located on the aforesaid 83.19 acre tract certain drainage
ditches, berm, etc., constituting appurtenances to Lessor's sanitary landfill operation, which
appurtenances are located in a 50 foot wide Buffer Zone along the Southern Pacific Railroad
Right of Way and along the Northerly,.Westerly and Southeasterly boundary lines of said 83.19
acre tract, all as more particularly shown on the attached plat (Exhibit "A"), and that said 50 foot
wide Buffer Zone containing said landfill appurtenances is not included in this lease, it being the
intent hereof to cover by this lease only the 60 acres of tillable land contained in said 83.19 acre
tract; ifbeing provided, however that Lessee may crossover said Buffer Zone with men and
equipment at the established entrance for the purpose of ingress and egress to and from the 60
acres covered by this lease.
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It is also understood and agreed that any buildings which are located on the leased premises do
not belong to Lessor and such buildings are not covered by this lease, and the right is reserved
for the owner of any such dwelling 'or building to remove the same from theLangon Tract.
ARTICLE II
Said leased premises shall be used by Lessee only for the purpose of growing maize, corn,
cotton, soybeans, rice and wheat thereon, or anyone or more of said five crops.
ARTICLE III
The term of this lease shall commence on August 28, 2008 and.shall continue Jor three years,
and shall terminate on August 27, 2011.
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ARTICLE IV
The rental for said leasedpremises for said term Shall be the sum ofForty..:Five Dollars and ten
Cents ($45.10) per acre per year, or an aggregate of Two Thousand Seven Hundred Six Dollars
per year, payable as follows: The first year's rental shall be payable in advance upon the
execution and delivery of this lease contract at the time the identity of the successful bidder is
determined; the succeeding year' rental shall be due and payable on or before the 28th day of
August of each succeeding year until the termination date of the agreement.
ARTICLE V
Lessor reserves the right to enter upon the leased premises at any time to inspect the same.
ARTICLE VI
Lessee shall not have the right to transfer or assign this lease in whole or in part or to sublease
the leased premises or any part thereof without first obtaining the written consent and approval
of Lessor.
ARTICLE VII
All damage to the leased premises, caused by Lessee or his agents, servants, employees or guests
shall be repaired at the cost and expense of Lessee, except damages caused by normal wear and
tear, storm, accidental fire or inevitable accident.
ARTICLE VIII
In the event Lessee should hone over or be permitted to hold over and occupy the leased
premises after its right to occupy the same hereunder has expired or terminated, same shall not
be a renewal of this lease in any way, but Lessee shall be deemed a tenant wholly at the will of
Lessor. ' , ... ,
ARTICLE IX
Lessee, on terminator of this lease, or when its right to occupy the leased premises has
terminated under the provisions hereof, shall surrender peaceable possession of the leased
premises to Lessor, and shall deliver such premises to Lessor in as good condition as same were
in at the beginning of the term of this lease, loss by storm, accidental fire, inevitable accident,
and normal wear and tear alone excepted.
When this lease has terminated, or when Lessee's right to use and occupy the lease premises has
terminated under the provision hereof, Lessor, its agents or attorneys, shall have the right,
without notice or demand, to reenter upon said leased premises and remove all persons and the
Lessee's property therefrom without being deemed to be guilty of any manner of trespass or
other tort or violation of law. The provisions of this paragraph are cumulative of, and any action
taken by Lessor pursuant to the provisions hereof shall be without prejudice to, any remedy or
damages provided by law or by this agreement or by equity for Lessee's breach of any covenant
or provision contained in the agreement.
ARTICLE X
If Lessee shall be in default in the payment of any rental due hereunder, or any installment
thereof as and when due, or be in default with respect to any covenant, condition or provision
herein contained, or if Lessee shall abandon or vacate the leased premises, or if Lessee becomes
bankrupt or makes an assignment for the benefit of creditors, or in the event of appointment of a
receiver for Lessee, then, upon the occurrence of anyone or more of such contingencies, Lessor
may give to Lessee written notice setting forth the default of Lessee, and if such default shall not
be removed, remedied or corrected within ten (10) days after the filing of such notice, Lessor
may at its option, declare this lease to be cancelled and terminated, and the right of Lessee to use
and occupy the leased premises shall immediately cease and terminate, and Lessee shall at once
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deliver peaceable possession of the leased premises to Lessor. If this lease shall be so
terminated, the Lessor, it agents or attorneys, shall have the right without further notice or
demand, to reenter upon said leased premises and remove all persons and the Lessee's property
therefrom without being deemed to be guilty of any manner of trespass or other tort or violation
of law. The provisions of this paragraph are cumulative of, and any action taken by Lessor
pursuant to the provisions hereof shall be without prejudice to, and remedy or damages provided
by law or by this contract or by equity for Lessee's breach of any covenant or provision
contained in this contract. .
Failure of Lessor to enforce anyone or more of the provisions of this Article X at any time the
right to do so exists shall not constitute a waiver by Lessor of the right to enforce the same at any
future time or times that the right to do so exists.
ARTICLE XI
Any notice herein required to be given may be given in any lawful manner, including, but not
limited to, the depositing of such notice in the United States Mail, postage prepaid, certified mail
with return receipt requested, addressed to the party or parties to whom such notice is to be given
at his, her, their or its last known address; and if such notice is given by mail, as aforesaid, such
notice shall be complete for the purposes hereof when same is so deposited in the United States
Mail in the 'manner herein set out.
ARTICLE XII
This agreement shall be binding upon and inure to the benefit of the parties hereto, their heirs,
devisees, executors, administrators and assigns, the right of assignment on the part of Lessee,
however, being subject to the provisions of Article VI hereof.
ARTICLE XIII
This lease is made subject to all easement, if any, on, over and under the leased premises.
ARTICLE XIV
This agreement is performable in Calhoun County, Texas.
Executed in Duplicate originals this the
1.3 day of ~~
,2008.
CALHOUN COUNTY, TEXAS.
By:
~
Albert L. Malear
Lessee
APPROVE SPECIFICATIONS AND AUTHORIZE AUDITOR TO ADVERTISE FOR OIL AND
GAS LEASE AT CALHOUN COUNTY RECYCLING CENTER:
A Motion was made by Commissioner Lyssy and seconded by Commissioner Galvan to approve
the specifications and authorize County Auditor to advertise for Oil and Gas Lease at Calhoun
County Recycling Center, said bids will be due on September 18, 2008 and awarded on
September 25, 2008. Commissioners Galvan, Lyssy, Fritsch, Finster and Judge Pfeifer all voted in
favor.
Specs for Oil and Gas Lease
Calhoun County wishes to lease for a period of5 years, 174.93 acres of land for the development
of oil, gas and minerals on the real property commonly known as the land fill property and
recycling center which borders State Highway 87 in Calhoun County. Said property is described
in deed dated September 2nd 1976 and found of record in Volume 299, Page 500-506 of the Deed
Recor4s of Calhoun County. Calhoun County shares ownership of these minerals with June
Bearden, Marilyn Vrba and Judy Neil Pennington. Calhoun County will award the lease based
~pon the best terms for development, royalty, delay rental and surface restoration.
APPROVE REVISED SPECIFICATIONS FOR BASE OPERATOR AND AIRPORT MANAGER
AGREEMENT. BIDS WILL BE DUE THURSDAY, OCTOBER 16, 2008 AND CONSIDERED
FOR AWARD ON THURSDAY, OCTOBER 23, 2008:
A Motion was made by Commissioner Lyssy and seconded by Commissioner Fritsch to approve
the revised specifications for Base Operator and Airport Manager Agreement (the revisions were
read and should be added). Bids will be due on Thursday, October 16, 2008 and considered for
award on Thursday, October 23, 2008. Commissioners Galvan, Lyssy, Fritsch, Finster and Judge
Pfeifer all voted in favor.
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SPECIFICA TIONS FOR
BASE OPERA TOR AND AIRPORT MANAGER AGREEMENT
(3 YEAR TERM)
The Base Operator/Manager shall:
-<< 1. Provide all maintenance on the airport hanger and surrounding 1.917 acres.
-t 2. Provide utilities of electricity, water, telephone and sewer for the airport hanger,
runway lighting and'beacons.
3. Supervise the daily operations of the airport and furnish good, prompt and efficient
airport services to the public, and the services will be fair, equal and not
discriminatory to all users.
4. Promote and develop the use of the airport.
5. Provide space for County vehicles and equipment (not in the hangers) for use during
weather emergencies.
6. Provide radio ser"ice as required by the Federal Communications Commission, Texas
Aeronautics Commission and the Federal Aviation Commission including the
Unicom radio system.
'I 7. Properly maintain all facilities at the airport.
8. Cooperate with Calhoun County and the Federal Aviation Administration and the
Texas Aeronautics Commission as needed.
9. Mow around hangers andwhere the County tractor shredders cannot reach.
10. Properly maintain all fixed assets of the airport, like the Aframe hoist and the air
compressor and the other items listed in the fixed asset inventory list provided bi
Calhoun County.
11. Properly maintain and be responsible for all tools, equipment and personal property
owned by the Operator/Manager.
12. Provide and maintain a clean waiting room and restroom facilities.
13. Provide flight instruction.
14. Provide aircraft mechanic services,
15. Sell regular and jet aviation fuel available on the 24-hour basis every day of the year.
16. Provide airplane storage facilities.
17. Provide access and facilitate car rental.
18. Not discriminate against any person based upon their race, sex, age or religion.
19. Shall have exclusive rights to services provided at the airport such as airplane
mechanics, providing fuel, flight instruction, flight services or other services to be
provided at the airport except for personal services provided to a specific aircraft.
20. Provide insurance for bodily injury and property damage in the amount of $1 million
for each OCcurrence and mobile equipment in the amount of $1 million for each
occurrence.
21. Provide completed operations and products liability coverage in the amount of
$500,000.00 for each occurrence and the aggregate, covering aircraft repairs and
services, bodily injury limited to $100,000.00 per person.
22. Provide hanger keepers legal liability coverage in the amount of $250,000.00 for any
one aircraft and $500,000.00 for anyone loss.
23. Provide that all insurance coverage's name Calhoun County as an additional insured
or loss payee as required.
24. Require each tenant who stores an airplane in the Airport Hanger to provide proof of
liability insurance in the amount of $500,000.00 and to maintain proof of this
insurance on file at the airport.
25. Provide a certificate of insurance for general liability ($1 million /$2 million),
workers compensation as required by law and auto insurance
($100,000/$100,000/$300,000).
26. Comply with all rules and regulations of the Federal Aviation Administration and
Texas Aeronautics Commission.
27. To provide for sigriage with the approval of Calhoun County for all activities and
services provided at the airport.
., 28. Provide a bond in the amount of $50,000.00 to ensure the performance of all the
duties required of the base operator, and airport manager for a period of one year.
29.
To pay rent to Calhoun County in the amount of $
per month.
Calhoun County shall:
1. Mow the airport in all areas that can be safely reached by tractor shredder, and bail
hay on the property if that is appropriate.
2. Provide maintenance at its discretion and as reasonable and necessary and as
available for reimbursement under the RAMP grant for the repair and maintenance of
the hanger, radios, runways, access ramps, taxi ways, aprons, or other airport
facilities.
.. 3. Provide maintenance to the runway lights and the 2 tanks and 2 pump aviation fuel
system for regular and jet fuel.
4. Provide the lessee a fixed asset list as maintained by the County Auditor.
- 5. Provide maintenance to the public parking area and garbage pickup.
CALHOUN COUNTY, TEXAS BID SHEET - 'BASE OPERA TOR AND AIRPORT MANAGER AGREEMENT
,
INVITATION TO BID
BIDDER
BID ITEM BASE OPERA TOR AND AIRPORT
MANAGER AGREEMENT
PERIID:
3 YEAR TERM
YOU ARE INVITED TO SUBMIT A BID ON THE ABOVE ITEM TO: HONORABLE MICHAEL J PFEIFER, COUNTY JUDGE, 211 S ANN ST,
THIRD FLOOR, ROOM 301, PORTLAVACA TX 77979
BIDS SHOULD BE SUBMITTED IN A SEALED ENVELOPE PLAINLY MARKED: SEALEDBID-IBASE OPERA TOR AND AIRPORT MANAGER I
AGREEMENT
BIDS ARE DUE AND WILL BE PUBLICLY OPENED IN THE COUNTY JUDGE'S OFFICE AT: 10:00 AM, THURSDAY. OCTOBER 16, 2008
BIDS WILL BE CONSIDERED FOR AW ARD AT THE COMMISSIONERS' COURT MEETING ON: THURSDAY, OCTOBER 23, 2008
BIDS RECEIVED AFTER THE OPENING TIME WILL BE RETURNED UNOPENED TO BIDDER. THE COMMISSIONERS' COURT RESERVES THE
RIGHT TO WAIVE TECHNICALITIES, REJECT ANY OR ALL BIDS, TO ACCEPT THE BID DEEMED MOST ADVANTAGEOUS TO CALHOUN COUNTY
AND TO BE THE SOLE JUDGE IN DETERMINING WHICH BIDS WILL BE MOST ADVANTAGEOUS TO THE COUNTY. THE COUNTY OF CALHOUN,
TEXAS IS AN EQUAL EMPLOYMENT OPPORTUNITY EMPLOYER. THE COUNTY DOES NOT DISCRIMINATE ON THE BASIS OF RACE, COLOR,
NATIONAL ORIGIN, SEX, RELIGION, AGE OR HANDICAPPED STATUS IN EMPLOYMENT OR THE PROVISION OF SERVICES. CALHOUN COUNTY
ACCEPTS NO FINANCIAL RESPONSIBILITY FOR ANY COSTS INCURRED BY ANY PROPOSER/BIDDER IN THE COURSE OF RESPONDING TO
THESE SPECIFICATIONS. .
THE SUCCESSFUL BIDDER MUST PROVIDE CALHOUN COUNTY WITH A CERTIFICATE OF INSURANCE (NAMING CALHOUN
COUNTY AS AN ADDITIONAL INSURED) FOR ALL INSURANCE REQUIREMENTS STATED IN THE SPECIFICATIONS.
BID ITEM:
BASE OPERATOR AND AIRPORT MANAGER AGREEMENT
- - - - - - -- - - - - -,- - - - - - - - - - - - -.... - - - - - - - - - - -.... - - - - - -- - --
SPECIFICATIONS: BASE OPERATOR AND AIRPORT MANAGER AGREEMENT
See attached Base Operator and Airport Manager Agreement
See attached General Conditions of Submitting Sealed Bids to Calhoun County, Texas
PRICE PER MONTH
The undersigned affirms that they are duly authorized to execute this contract, that this company, corporation,
firm, partnership or individual has not prepared this proposal in collusion with any other Proposer or Bidder, and
f"hat the contents of thisproposal or bid as to prices, terms or conditions of said proposal/bid have not been
;ommunicated by the undersigned nor by any employee or agent to any other person engaged in this type of
~uslness prior to the official opening of this proposal.
AUTHORIZED SIGNATURE JITLE:
PRINT NAME: DA IE OF BII:
nEASE UST ANY EXCEPTIONS TO THE ABOVE SPECIFICA TIINS:
TELEPHONE NUMBER:
Nednesday, August20,2008
BIDDER
1
GENERAL CONDITIONS
OF SUBMITTING SEALED BIDS
TO CALHOUN COUNTY, TEXAS
FAILURE TO COMPLY WITH THESE GENERAL CONDITIONS OF SUBMITTING BIDS
MAY RESULT IN THE BID BEING DISQUALIFIED.
1. BID: ~ SUBMIT ORIGINAL of Invitation to Bid Form and
BASE OPERATOR AND AIRPORT MANAGER AGREEMENT
A. DUE - TIME AND DATE: Sealed bids must be in the office of the County Judge,
byl0:00 AM, Thursday, October 16, 2008. A late delivery with an early
postmark will not suffice. Be sure you have allowed ample time for postal delivery.
The County will not be responsible for the delivery of your bid to the office of the
County Judge. If you choose to send your bid,by postal delivery, then it is
recommended that you call the County Judge's office at 361-553-4600 to verify
receipt of your bid prior to the opening date. Calhoun County accepts no financial
responsibility for any cost incurred by any vendor in the course of responding to
these specifications. Calhoun County does not accept faxed or emailed bids.
All BIDS ARE DUE on or before 10:00 AM, Thursday, October 23,2008
at the following address:
Honorable Michael J Pfeifer, County Judge
Calhoun County Courthouse
211 S Ann St
Third Floor, Ste 301
Port Lavaca TX 77979
~ Mark outside of enVelope:
SEALED BID - "AIRPORT AGREEMENT"
B. WITHDRAW AL OF BID: A vendor may withdraw his/her bid before County
acceptance of his/her bid without prejudice tohimself/herself, by submitting a
written request for its withdrawal to the County Judge.
C. BID OPENING & AWARD: Vendors are invited to be present at the opening
(acknowledgement) of bids on Thursday, October 16, 2008. The bids will be
considered for awardon Thursday, October 23,2008 during Commissioners' Court.
Page 1 of 3
.:
D. The "Invitation To Bid Form" must be signed and dated by an officer (or ,employee)
who is duly authorized to execute this contract, that this company, corporation, firm,
partnership or individual has not prepared this bid in collusion with any other
Vendor, and that the contents of this bid as to prices, tenns or conditions of said bid
have not been communicated by the undersigned nor by any employee or agent to
any other person engaged in this type of business prior to the official opening of this
bid.
2. AWARD
Commissioners' Court reserves the right to waive technicalities, reject any or all bids,
to accept the bid deemed most advantageous to Calhoun County and to be the sole
judge in determining which bid will be most advantageous to Calhoun County.
The County of Calhoun, Texas is an Equal Employment Opportunity Employer.
the County does not discriminate on the basis of race, color, national origin, sex,
religion, age or handicapped status in employment or the provision of services.
3. DELIVERIES:
Upon any breach of contract, the County reserves the right to proceed against the
. successful vendor and/or the surety on his bond for any and all damages occasioned by
the breach.
4. REJECTIONS:
All disputes concerning this bid will be determined by Commissioners' Court or their
designated representative.
5. CONDITIONS PART OF BIDS:
The General Conditions of Submitting Bids defined herein shall be a part of the
attached bid,
Page 2 of 3
:-
6. PROTEST PROCEDURES:
Any actual or prospective vendor who believes they are aggrieved in connection with or
pertaining to a bid may file a protest. The protest must be delivered in writing to the
Auditor's Office, in person or by certified mail return receipt requested prior to award. The
written protest must include:
1. Name, mailing address and business phone number of the protesting party;
2. Appropriate identification of the bid being protested;
3. A precise statement of the reasons for the protest; and
4. Any documentation or other evidence supporting the protest and any
alleged claims.
The Auditor's Office will attempt to resolve the protest, including at the Auditor's option,
meeting with the protesting party. If the protest is successfully resolved by mutual
agreement, written verification of the resolution, with specifics on each point addressed
in the protest, will be forwarded to Commissioners,' Court.
If the Auditor's Office is not successful in resolving the protest, the protesting party may
requestin writingthat the protest be considered by Commissioners' Court. Applicable
documentation and other information applying to the protest will be forwarded to
Commissioners' Court, who will promptly review such documentation and information.
If additional information is desired, Commissioners' Court may notify the necessary party or
parties to the protest to provide such information. The decision of Commissioner's Court
will be final.
7. PUBLIC INFORMATION ACT:
A. All governmental information is presumed to be available to the public. Certain
exceptions may apply to the disclosure of the information. Governmental bodies
shall promptly release requested information that is not confidential by law, either
constitutional, statutory, or by judicial decision, or information for which an
exception to disclosure has not been sought.
B. To request information from Calhoun County, please contact:
Calhoun County Auditor's Office
Courthouse Annex Building
Attn: Cindy Mueller, County Auditor
201 W. Austin St.
Port Lavaca, TX 77979
Phone: 361~553-4610
Fax: 361-553-4614
Page 3 of 3
t
l~VllL.fj. TV J:H1J1J~K~
The Commissioners' Court of Calhoun County, Texas
authorized the County Auditor to advertise for bids for:
· Calhoun County Airport -
Base Operator and Airport Manager Agreement
SEALED BIDS ARE DUE in the County Judge's
office on or before 10:00 AM, Thursday, October 16,
2008.
PhvsicallMailing Address: Michael J Pfeifer, County
Judge, 211 5 Ann St, 5te 301, Port Lavaca, TX 77979.
Bid packages can be obtained by calling Peggy at 361-
553-4610 in the County Auditor's Office, 201 W
Austin 5t, Port Lavaca, TX 77979.
Questions should be directed to: Commissioner Vern
Lyssy, 361-552.,9656.
The Commissioners' Court reserves the right to waive
technicalities, reject any or all bids, to accept the bid
deemed most advantageous to Calhoun County and to
be the sole judge in determining which bids will be
most advantageous to Calhoun County.
Calhoun County is an Equal Employment Opportunity
Employer. The County does not discriminate on the
basis of race, color, national origin, sex, religion, age or
handicapped status in employment or provisIon of
services.
Cindy Mueller, County Auditor
Calhoun County, Texas '
ADDITIONAL SPECIFICATIONS TO AIR PORT BASE OPERATOR/AIRPORT
MANAGER AGREEMENT, ADDED BY COMMISSIONER'S COURT DURING THEm
MEETING ON AUGUST 28, 2008
1. Build additional hangers if needed.
2. All disputes are to be settled by Commissioner's Court.
...3. Calhoun County is to be indemnified by the base operator/ airport manager.
4. The term of the agreement is for 3 years with the option to re-new with re-negotiated terms
for an additional 3 years.
5. The Field Base Agreement is to cover the 1.97 acres around the main airport hanger and not
the rest of the airport.
6. The new agreement between the base operator and the County is to begin November 1,2008.
7. Calhoun County requires that the base operator in their bid to Calhoun County for this
agreement state in writing their proposed rates or rents, as follows:
a. Hanger rental
b. Number of air craft to be hangered
c. Mechanic rate
d. Instructor rate
e. Landing fee .
f. Rental car availability
g. Or any other add on services to be provided at the airport.
TEXAS COUNTY AND DISTRICT RETIREMENT SYSTEM 2009 PLAN INFORMATION
DOCUMENT AND AUTHORIZE COUNTY JUDGE TO SIGN THE DOCUMENT:
A Motion was made by Judge Pfeifer and seconded by Commissioner Fritsch to approve the 2009
Plan Information Document Texas County and District Retirement System and authorize Judge
Pfeifer to sign the document. Commissioners Galvan, Lyssy, Fritsch, Finster and Judge Pfeifer all
voted in favor.
Calhoun County, #128
Authorization to maintain TCDRS plan provisions
Plan year 2009
With respect to the participation of Calhoun County in the Texas County & District Retirement System (TCDRS) for the 2009 plan
year, the following order was adopted: '
1, Calhoun County makes no change in the plan provisions for non-retirees,
* 2. With respecr to benefit payments being paid to retirees or their beneficiaries, Calhoun County (check one box):
[!J does not adopt a cost-of-living adjustment (COLA).
o adopts a_% CPI-based COLA,
o adopts a _% flat-rate COLA,
* 3. The required employer contribution rate for Plan Year 2009 will be the Jollowing:
(a) Required rate without COLA:
9.41%
(b) COLA rare:
+
o
9.41
(enter 0 if not adopting a COLA)
(c) Total required rate (a + b):
* 4, Employers may elect to pay a rate greater rhan the total required rate listed above. Calhoun County adopts for Plan Year 2009
(check one box):
[KI the total required rate listed above.
o add a new elected rate of %,
5, In the event the 2009 total required rare as set out above exceeds 11 %, and if a current waiver of that limit is not on file with
TCDRS, the Commissioners Court of Calhoun County hereby waives the 11 % limit on the rate of employer contributions and
such waiver will remain effecrive with respect to future plan years until properly revoked by official action.
Certification
I certifY rhat the foregoing authorization concerning the participation of Calhoun County in TCDRS for Plan Year 2009 truly and
accurately reflects the official action taken during a properly posted and noticed meeting on August 28 , 2008, by the
Commissioners Court of Calhoun County as such acrion is recorded in the official minutes,
Co"n~J~~fth~C~~ Pff
Dated:
August 28, .2008
* Please fill in the required information for items 2, 3 and 4 before signing and sending this document to TCDRS.
PLEASE FAX TO: (512) 328-8887
Apr. 17. 2008
,._~:;;:'.c
I
APPROVE PIPELINE RIGHT-OF-WAY PROPOSAL WITH CAMCON EXPLORATION, INC.
FOR ZIMMERMANN ROAD:
A Motion was made by Commissioner Galvan and seconded by Commissioner Lyssy to approve
the Pipeline Right-of-Way Proposal the CamCon Exploration, Inc. for Zimmermann Road.
Commissioners Galvan, Lyssy, Fritsch, Finster and Judge Pfeifer all yoted in favor.
'!:.
..,
CamCon Exploration Inc.
Petroleum Land Services
August 7, 2008 .
Mr. Roger Galvan
County Commissioner, Precinct 1
Highway 238
Port Lavaca. Texas
Re: Pipeline Right-of-Way Proposal
Zimmermann Road
A. Zimmerman Survey, A-247 and the B. Morales Survey, A-28
Cemetery Prospect
Calhoun County. Texas
Dear Commissioner Galvan:
As per our recent discussion, please be advised that Neumin Production Company anticipates the drilling of
an exploratory well situated on lands owned by Leslie Sparks situated in the A. Zimmerman Survey. A-247. Neumin
would like to construct a low pressure pipeline which will. parallel Zimmerman Road from said drillsite location to the
tie-in point site, located in Block 500 of the Bayside Beach Addition, a subdivision situated in the Benito Morales
Survey, A-28. A three (3) inch steel pipeline wiil be constructed and maintained on the County Right-of-Way in
accordance with governing laws. Neumin agrees to contact the County Engineer prior to the beginning of construction
in order that he might be on hand to designate the actual location of the installation. The installation shall not damage
any part of Zimmerman Road and adequate provisions will be taken to cause minimum inconveniences to traffic and
adjacent property owners. Calhoun County will be in no way responsible for any damage that might occur to any
existing utility lines in said County Right~of-Way.
As Consideration, Neumin Production Company shall pay Calhoun County $25.00 per linear rod. I have
calculated the approximate linear distance of said easement to be 3500.0 feet. The pipeline will be buried a minimum
depth of thirty-six (36) inches. The location or description of the proposed installation is more fully illustrated on the
attached. plat and same will be incorporated as Exhibit "A" of the Pipeline Right of Way Agreement.
Neumin respectfully requests that this proposal be placed on the Agenda of the August 14,2008 Meeting of
the Commissioners' Court of Calhoun County, Texas, for review and approval. Accordingly, please also find
enclosed, for your ready review, the proposed Pipeline Right-of-Way Agreement.
Should you be made aware of any County requisite procedures and/or requirements associated with said
proposal,. please contact me at your earliest convenience so that I can satisfy said in order obtain County approval of
said Agreement for my client in the most expeditious manner. Upon receipt, please do not hesitate to call me at
832.472.9400 or send an email to me at iohn@iibon,com to further discuss this matter, I thank you in advance for
your prompt attention regarding this matter.
, Sincerely,
~c~ tomtion~
n Bonzagnl ~
sociate Landman
JB/ft
Enclosures
1525 Bingle Road, Houston, Texas 77055
Tel: 713/467-4202- Fax: 713/467-5020
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON YOU MAY
REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM TIllS
INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR
SOCIAL SECURITY NUMBER OR YOUR DRIVERS LICENSE NUMBER.
RIGHT OF WAY AGREEMENT FOR PIPELINE
STATE OF TEXAS
COUNTY OF CALHOUN
THIS AGREEMENT is made by and between CALHOUN COUNTY, whose mailing address is
211 S. Ann Street, Port Lavaca IX 77979, hereinafter referred to as "Grantor" and NEUMlN
PRODUCTION COMPANY, whose mailing address is P.O, Box 769, Point Comfort, Texas 71978 hereinafter
referred to as "Grantee", for and in consideration of Ten and NO/IOO Dollars ($10.00) cash and other valuable
consideration, the receipt and sufficiency of which is hereby acknowledged and in consideration of the terms and
co~ditions contained herein, Grantor does hereby grant, convey, demise and let unto Grantee, its successors and
~SlgnS, an easement, permit and right of way (said "Right-of-Way") for pipeline purposes together with the right of
mgress and egress o~, over, across, through and under said lands located in Calhoun County, Texas, being identified
on a survey plat, which is attached hereto and made a part hereof as Exhibit "A". Said Right-of-Way shall consist of
a strip of land sh~lI th?1Y feet (3.0') ~de and reverting to a strip of land twenty feet (20') wide after completion
thereof. As conSIderatIon for saId Right-of-Way, Grantee shall pay Grantor $25.00 per linear rod. The linear
distance for said Right-of-Way shall be 3500.00 feet.
Within said Right-or-Way, Grantee, its successors and assigns, shall have the right to lay one (I) or more
pipelines for transportation of water and natural gas produced from other lands in the vicil1 ity of the above described
lands, Grantee, its successors and assigns, shall also have the right to construct, maintain, operate, replace, alter,
change the size of and remove said pipelines, together with all appurtenances thereto, on, over, upon, across, and
under the said lands and on to other lands, It is agreed and understood by the parties hereto that all pipelines shall be
booed a minimum of36 inches below the surface of the property,
Grantee hereby agrees, at its sole cost, risk, and expense, to maintain the Right-of-Way in a good and
workmanlike and safe manner and shall, to the satisfaction of Grantor, keep the Right-or-Way as clean and as free of
debris as is reasonably practicable. Grantee will be responsible for the removal of any debris and tll<' <; lean-up of any
spillage or discharge of pollutants of any kind, or any foreign matter on the said Right-of-Way, and on adjoining
lands owned by Grantor, and shall upon demand, immediately clean up any such spillage to he satisfaction of
Grantor and/or any governmental authority or agency which may have jOOsdiction over same.
Grantor retains for itself and its heirs or assigns, all of the rights and benefits to fully use and enjoy said
lands, except as the same may be necessary for the purpose herein granted to Grantee, its heirs, successors and
assigns,
Grantee shall have all the rights and benefits necessary and convenient for the full enjoyment and use of the
rights granted herein, including, without limiting such rights from time to time to cut trees, undergrowth and other
obstructions located within the permanent Right-of-Way that may inure, endanger or interfere with the use of
Grantee's Right-of-Way, The rights of either party hereto may be assigned in whole or in part but no change of
ownership shall operate to enlarge the obligations or diminish the rights of either party hereto, No sale or assignment
by either party shall be binding on the other party until the other party is furnished with a certified copy of recorded
instrument evidencing the same.
Grantee shall fully comply with all laws, rules, regulations and orders, be they federal, state or municipal,
which are now or may hereafter become applicable to the operations of Grantee on said lands.
Grantee, its contractors, agents, and assigns do hereby covenant and agree to indemnify and hold Grantor
harmless from any and all liability, liens, demands, judgments, suits and claims of any kind or character arising out
of, in connection with, or relating to Grantee's operations on said lands, including, but not limited to, (i) claims for
injury or death of any persons, or damage, loss or destruction of any property, real or personal, and (ii) claims
arising under the Enviroumental Laws. As used herein "Environmental Laws" shall mean all laws, statutes,
regulations and Judicial interpretations of the United States and Texas or either of them, or any other governmental
or quasi-governmental authority having jOOsdiction, that relate to the prevention, abatement or eliminalion of
pollution, or the protection of the environment.
All notices shall be in writing with postage prepaid addressed to Grantee or to Grantor at the above-
mentioned addresses; or to such persons and addresses as may hereafter be designated by the parties hereto in
writing. All notices shall be deemed delivered when deposited in a United State post office.
It is the intent of the parties that this Agreement constitutes a present grant and vesting of interests in
Grantee with respect to the subject matter hereof, notwithstanding the date Grantee establishes possession of such
interests, tenders payment as provided herein.
In the event Grantee, its successor or assigns, shall cease using the right of way, easement and/or rights
herein granted for the purposes so granted for anyone (1) period of twelve (12) or more consecutive months, the
right of way, easement and rights hereby granted shall cease and terminate and revert to Grantor, its successors and
assigns, as their inte~est in the land may appear.
TO HAVE AND TO HOLD said Agreement and the rights and privileges granted hereunder unto the said
Grantee, its successors and assigns, for so long as the same shall be useful, necessary, or convenient for the above
named purposes. This Agreement may be assigned in whole or in part bY Grantee, Any assignee shall be bound by
and subject to the terms and provisions of this Agreement.
The terms, conditions and provisions hereof shall extend to and be binding upon the heirs, executors,
administrators, personal representatives, successors and assigns of the parties hereto.
EXECUTED this ~ day of August, 2008.
GRANTOR:
GRANTEE:
CALHOUN COUNTY, TEXAS
By: \'fu tl~c~ ~ pf4
NEUMJN PRODUCTION COMPANY
By:
Title: Calhoun County Judge
Title:
ATTEST:
By:
~
Title:
ounty Clerk
ACKNOWLEDGMENTS
STATE OF TEXAS
COUNTY OF CALHOUN
This instrument was acknowledged before me this ~ day of August, 2008, by Michael J. Pfeifer
COUNTY JUDGE of CALHOUN COUNTY, TEXAS,
My Commission Expires: 4 -18- 2 012
STATE OF TEXAS
COUNTY OF CALHOUN
This instrument was acknowledged before me this _ day of August, 2008, by
ofNEUMIN PRODUCTION COMPANY, in the capacity herein stated and therein expressed,
My Commission Expires:
Notary Public, State of TexaS
EXHIBIT "A"
ATTACHED TO AND MADE A PART OF RIGHT OP WAY AGREEMENT FOR PIPELINE DA n:D , 200S.
BY AND BETWEEN CAl.HOUN COUNTY, AS GRANTOR, AND NEUMIN PRODUCT'ON COMPANY, AS GRANTEE,
CAUWlJN COUNTY, TEXAS,
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G 0 :~'::;;,
'---MATAGORDA
8AY~
CamCon Exploration lnc,
1525 Bingle ioad Houston, Texas 77055
Tel.713.467..4202 fax. 713.467.5020
Emall: mbland@camconexploration.com
Neumln Production Company
BAYS/DE BeACH CalholRl Covnty, Texas
II Proposed Parallel Rjght~of-Woy
Zimmerman Rood - 3500,0'",
August, 2008
PRELIMINARY PLAT FOR PORT ALTO INVESTMENT COMPANY BOAT STALLS:
A Motion was made by Commissioner Fritsch and seconded by Commissioner Lyssy to accept the
assessment of the 0918 acre drainage easement in Sunilandings. Commissioners Galvan, Lyssy,
Fritsch, Finster and Judge Pfeifer all voted in favor.
PRELIMINARY PLAT FOR CAPTAIN'S COVE PART 4:
Passed on this Agenda Item.
PUBLIC HEARING REGARDING PETITION TO VACATE LOTS 11-12, BLOCK 2, BAY
CLUB AT FALCON POINT RANCH-PHASE I, LOTS 15-17, BLOCK 1, BAY CLUB AT
FALCON POINT RANCH-PHASE I, LOTS 37-39, BLOCK 1 AND LOTS 27-29, BLOCK 2,
BAY CLUB AT FALCON POINT RANCH-PHASE II AND LOTS 59-61, BLOCK 1, LOTS 46-
47, BLOCK 2, BAY CLUB FALCON POINT RANCH-PHASE III AS RECORDED IN THE
PLAT RECORDS OF CALHOUN COUNTY, TEXAS:
Judge Pfeifer opened the Public Hearing at 11:04 a.m. regarding the Petition to Vacate Lots 11-
12, Block 2, Bay Club at Falcon Point Ranch-Phase I, Lots 15-17, Block 1, Bay Club at Falcon
Point Ranch-Phase I, Lots 37-39, Block 1 and Lots 27-29, Block 2, Bay Club at Falcon Point
Ranch-Phase II and Lots 59-61, Block 1, Lots 46-47, Block 2, Bay Club Falcon Point Ranch-Phase
III. Terry Ruddick presented the Petitions to Vacate the above property. There were no public
comments and after hearing the read Petitions, Judge pfeifer closed the Public Hearing at 11:08
am.
PETITION TO VACATE LOTS 11-12, BLOCK 2, BAY CLUB AT FALCON POINT RANCH-
PHASE I, LOTS 15-17, BLOCK 1, BAY CLUB AT FALCON POINT RANCH-PHASE I, LOTS
37-39, BLOCK 1 AND LOTS 27-29, BLOCK 2, BAY CLUB AT FALCON POINT RANCH-
PHASE II AND LOTS 59-61, BLOCK 1, LOTS 46-47, BLOCK 2, BAY CLUB FALCON
POINT RANCH-PHASE III AS RECORDED IN THE PLAT RECORDS OF CALHOUN
COUNTY, TEXAS:
A Motion was made by Commissioner Finster and seconded by Commissioner Fritsch to Vacate
Lots 11-12, Block 2, Bay Club at Falcon Point Ranch-Phase I, Lots 15-17, Block 1, Bay Club At
Falcon Point Ranch-Phase I, Lots 37-39, Block 1 and Lots 27-29, Block 2, Bay Club at Falcon
Point Ranch-Phase II and Lots 59-61, Block 1, Lots 46-47, Block 2, Bay Club Falcon Point Ranch-
Phase III. Commissioners Galvan, Lyssy, Fritsch, Finster and Judge Pfeifer all voted in favor.
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PETITION TO VACATE
LOTS 11 AND 12, BLOCK 2
BAY CLUB AT FALCON POINT RANCH - PHASE I
STATE OF TEXAS
COUNTY OF CALHOUN
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, being the designated agent of the owner of the property described as
Lots 11 and 12, Block 2, Bay Club at Falcon Point Ranch - Phase I as recorded in Volume Z,
Page 696 (slide 447 A and B) of the Plat Records of Calhoun County, Texas, do hereby
petition the Calhoun County Commissioners Court to vacate said Lots in accordance with
Sections 206 and 207 of the Subdivision Regulations and Recreational Vehicle Park
Regulations Adopted by Calhoun County Commissioners Court on November 29, 2004 and
Amended on December 7, 2007.
The property is proposed to be replatted in accordance with a plat submitted to the Calhoun
County Commissioners Court.
The petition will be considered by the Calhoun County Commissioners Court on August 28,
2008 at 10:00 a.m.
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PETITION TO VACATE
LOTS 15, 16 and 17, BLOCK 1
BAY CLUB AT FALCON POINT RANCH - PHASE I
STATE OF TEXAS
COUNTY OF CALHOUN
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, being the designated agent of the owner(s) of the property described
as Lots 15, 16 and 17, Block 1, Bay Club at Falcon Point Ranch - Phase I as recorded in
Volume Z, Page 696 (slide 447 A and B) of the Plat Records of Calhoun County, Texas, do
hereby petition the Calhoun County Commissioners Court to vacate said Lots in accordance
with Sections 206 and 207 of the Subdivision Regulations and Recreational Vehicle Park
Regulations Adopted by Calhoun County Commissioners Court on November 29, 2004 and
Amended on December 7, 2007.
The property is proposed to be replatted in accordance with a plat submitted to the Calhoun
County Commissioners Court.
The petition will be considered by the Calhoun County Commissioners Court on August 28,
2008 at 10:00 a.m.
Des" nated A91l: ~
T. Rud ick, RP.L.S.
U n Surve ing, Inc. .
2004 N. Commerce
Victoria, TX 77901
(361) 578-9837
PETITION TO VACATE
LOTS 37, 38 and 39, BLOCK 1
LOTS 27, 28 and 29, BLOCK 2
BAY CLUB AT FALCON POINT RANCH - PHASE II
STATE OF TEXAS
COUNTY OF CALHOUN
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, being the designated agent of the owner(s) of the property described
as Lots 37,38 and 39, Block 1, and Lots 27, 28 and 29, Block 2 Bay Club at Falcon Point
Ranch - Phase II as recorded in Volume Z, Page 699 (slide 450 A and B) of the Plat Records
of Calhoun County, Texas, do hereby. petition the Calhoun County Commissioners Court to
vacate said Lots in accordance with Sections 206 and 207 of the Subdivision Regulations
and Recreational Vehicle Park Regulations Adopted by Calhoun County Commissioners
Court on November 29,2004 and Amended on December 7,2007.
The property is proposed to be replatted in accordance with a plat submitted to the Calhoun
County Commissioners Court.
The petition will be considered by the Calhoun County Commissioners Court on August 28,
2008 at 10:00 a.m.
PETITION TO VACATE
I (6~1i7 LOTS 59, 60 and 61, BLOCK 1
-,-j ., LOTS 45 and 46, BLOCK 2
BAY CLUB AT FALCON POINT RANCH - PHASE III
STATE OF TEXAS
COUNTY OF CALHOUN
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, being the designated ~gent of the owner(s) of the property described
as Lots 59,60 and 61, Block 1, and Lots 45 and 46, Block 2 Bay Club at Falcon Point Ranch
_ Phase III as recorded in Volume Z, Page 718 (slide 469 A and B) of the Plat Records of
Calhoun County, Texas, do hereby petition the Calhoun County Commissioners Court to
vacate said Lots in accordance with Sections 206 and 207 of the Subdivision Regulations
and Recreational Vehicle Park Regulations Adopted by Calhoun County Commissioners
Court on November 29, 2004 and Amended on December 7, 2007.
The property is proposed to be replatted in accordance with a plat submitted to the Calhoun
County Commissioners Court.
The petition will be considered by the Calhoun County Commissioners Court on August 28,
2008 at 10:00 a.m.
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APPROVE THE REPLATS OF LOTS 11-12, BLOCK 2, BAY CLUB AT FALCON POINT
RANCH-PHASE I, LOTS 15-17, BLOCK 1, BAY CLUB AT FALCON POINT RANCH-PHASE
I, LOTS 37-39, BLOCK 1 AND LOTS 27-29, BLOCK 2, BAY CLUB AT FALCON POINT
RANCH-PHASE II AND LOTS 59-61, BLOCK 1, LOTS 46-47, BLOCK 2, BAY CLUB
FALCON POINT RANCH-PHASE III AS RECORDED IN THE PLAT RECORDS OF
CALHOUN COUNTY, TEXAS:
A Motion was made by Commissioner Finster and seconded by Commissioner Fritsch to approve
the Replats Lots 11-12, Block 2, Bay Club at Falcon Point Ranch-Phase I, Lots 15-17, Block 1, Bay
Club At Falcon Point Ranch-Phase I, Lots 37-39, Block 1 and Lots 27-29, Block 2, Bay Club at
Falcon Point Ranch-Phase II and Lots 59-61, Block 1, Lots 46-47, Block 2, Bay Club Falcon Point
Ranch-Phase III. Commissioners Galvan, Lyssy, Fritsch, Finster and Judge Pfeifer all voted in
favor.
FINAL PLAT OF HAILEY LANE RV PARK:
A Motion was made by Commissioner Finster and seconded by Commissioner Lyssy to approve
the Final Plat of Hailey Lane RV Park. Commissioners Galvan, Lyssy, Fritsch, Finster and Judge
Pfeifer all voted in favor.
SITE PLAN FOR FUTURE SPORTS COMPLEX AS REQUESTED BY THE PORT O'CONNOR
SPORTS ASSOCIATION:
A Motion was made by Commissioner Finster and seconded by Commissioner Fritsch to give their
support in regards to the Port O'Connor Sports Association looking into a site plan for a future
sports complex. Commissioners Galvan, Lyssy, Fritsch, Finster and Judge Pfeifer all voted in
favor.
EASEMENT AGREEMENT BETWEEN CALHOUN COUNTY AND BRAIN WILLOUGHBY AND
AUTHORIZE COMMISSIONER LYSSY TO SIGN:
A Motion was made by Commissioner Lyssy and seconded by Commissioner Fritsch to accept the
Easement Agreement between Calhoun County and Brian Willoughby and authorize
Commissioner Lyssy to sign. Commissioners Galvan, Lyssy, Fritsch, Finster and Judge pfeifer all
voted in favor.
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bF~~CIAL PU~LIC RECORDS
IN~lRUMENT #113509 8 Stamp pase(s)
Easement Agreement
Date: ~ ~~ ,2008
Grantor: Brian K. Willoughby and wife Blan M. Willoughby
Grantor's Mailing Address:
620 Rosenbaum
Port Lavaca, County, Texas 77979
Grantee:
Calhoun County, a local government
Grantee's MailingAddress:
Calhoun County
211 S. Ann
Port Lavaca, Texas 77979
Calhoun County
Dominant Estate Property: All that certain tract or parcel of land lying in and being situated in
Calhoun County, Texas, a part ofYaldro Benevides League known and described as One Hundred
(100) acres of the South side of Lot Number Four (4) in Westerlund Subdivision of said League,
according to a map and plat of record in Volume N of the Deed Records of Calhoun County, Texas.
Easement Property: being 28 feet as measured from the center of the road adjacent to 3 ten (10)
acre tracts on a certain public right of way known as Rosebaum Road (a county road) with the
purpose of this easement agreement to widen the easement to 28 feet from the center of the road
toward the property owned by Grantors for better drainage of said road, and the three (3) ten acre
tracts owned by Grantors are described as:
Tract conveyed to Brian and Blan Willoughby on or about May 28. 1997
Beginning at a iron rod set in concrete at the Southwest comer of a 100 acre tract of land off the
South side of Westerlund Subdivision Tract No.4 as described in Deed from Wm. Quast to Fritz
Rosenbaum by deed dated July 23, 1892 and recorded in Volume P, Page 487 Calhoun County Deed
Records, said beginning comer being also the Northeast corner of Westerlund Subdivision Tract No.
5, in the Y Benavides Survey, Calhoun County, Texas;
Thence S. 54 deg. 02'48"W (Lambert Grid Bearing) (called S. 55 deg. W.) along shell roadway and
south line of original tract a distance of 370.7 feet to a point in said road for comer;
Thence N 36 deg. 06' 11"W a distance of 1275 feet to an iron rod set in concrete for comer, passing
on this course at 22 feet an iron rod set in concrete in North boundary line of shell road;
Thence N. 54 deg.50'42"E a distance of376.44 feetto an iron rod set in concrete for the Northwest
comer of original tract;
Thence S. 35 deg. 50' 42"E along original tract line, a distance of 1275 feet to the place of beginning
containing 1 0.93 acres more or less off the East end of the original 1 00 acre Rosebaum tract, part of
Westerlund Subdivision Tract 4, Y Benavides Survey, Calhoun County, Texas.
Tracts conveyed to Brian and Blan Willoughby on or about November 16. 2007
Tract I: Field note description of a 10.0 acre tract of land, situated in the Fritz Rosenbaum 100
acre tract, which is a part of Tract No.4 of the Westerlund Subdivision, Y Benavides Survey,
Calhoun County, Texas.
Beginning at a point in the Rosenbaum road S. 54 deg. 02'48"W 370.7 feet from the East corner
of original comer of the 100 acre Rosenbaum Tract as described in Deed from Wm Quest to Fritz
Rosenbaum recorded in Volume P, page 489 Calhoun County Deed Records.
Thence S 54 deg. 02'48"W 341.65 feet with said road to a point for South comer of this tract of
land.
Thence N. 36 deg. 06' II"W passing iron rod at 22 feet on North line of said road at 1,275 feet to
a concrete monument on the NW line of original 100 acre tract for the West comer of this tract of
land.
Thence N. 54 deg. 02'48"E 341.65 feet to the North corner of this tract ofland.
Thence S. 36 deg. 06'II"E passing an iron rod on the NW line of Rosenbaum road at 1253 feet
and a total of 1275 feet to the place of beginning.
Tract II: 10.00 acres, more or less in the Y Benavides survey, Calhoun County, Texas, and being
more fully described as follows:
Beginning at a point in shell road S 54 deg. 02'48"W 712.35 feet along shell road and South
boundary line of original Rosenbaum 100 acre tract from the southeast comer of Rosenbaum 100
acre tract ofland off the south side of Westerlund Subdivision, Tract No.4, as described in Deed
from Wm. Quast to Fritz Rosenbaum, dated July 23, 1898 and recorded in Volume P, Page 489
of the Calhoun County Deed Records.
Thence S. 54 deg. 02' 48"W (Lambert Grid Bearing) along shell road a distance of 341.65 feet to
a point in roadway for Southwest comer of this tract;
Thence N 36 deg. 06' 11" W a distance of 1275 feet to an iron rod set in concrete in Northwest
boundary line of original 100 acre tract for comer of this tract, passing on this course at 22 feet
by an iron rod set in concrete in North line of roadway;
Thence N. 54 deg. 02' 48"E with Northwest boundary lien of original tract of land, a distance of
341.65 feet to an iron rod set in concrete for comer,
Thence S. 36 deg. 06'11"E a distance of 1275 feet to the place of beginning, containing 10 acres
more or less of land out of the Rosebaum Estate Tract, part of Westerlund Subdivision Tract No.
4, Y. Benavides Survey, Calhoun County, Texas.
Easement Purpose: For the installation, construction, operation, maintenance, replacement, repair,
upgrade, and use for a road and drainage easement.
Consideration: Good and valuable consideration, the receipt and sufficiency of which are
acknowledged by Grantor including the removal and replacement of a fence on said property.
Reservations from Conveyance: None.
Exceptions to Warranty: None.
Grant of Easement: Grantor, for the Consideration and subject to the Reservations from
Conveyance and Exceptions to Warranty, grants, sells, and conveys to Grantee and Grantee's heirs,
successors, and assigns an easement over, on, and across the Easement Property for the Easement
Purpose, together with all and singular the rights and appurtenances thereto in any way belonging
(collectively, the "Easement"), to have and to hold the Easement to Grantee and Grantee's heirs,
successors, and assigns forever. Grantor binds Grantor and Grantor'sheirs, successors, and assigns
to warrant and forever defend the title to the Easement in Grantee and Grantee's heirs, successors,
and assigns against every person whomsoever lawfully claiming or to claim the Easement or any part
of the Easement, except as to the Reservations from Conveyance and Exceptions to Warranty, to the
extent that such claim arises by, through, or under Grantor but not otherwise.
Terms and Conditions: The following terms and conditions apply to the Easement granted by this
agreement:
1. Character of Easement. The Easement is appurtenant to, runs with, and inures to the
benefit of all or any portion of the Dominant Estate Property, whether or not the Easement is
referenced or described in any conveyance of all or such portion of the Dominant Estate Property.
The Easement is nonexclusive and irrevocable. The Easement is for the benefit of Grantee and
Grantee's heirs, successors, and assigns who at any time own any interest in the Dominant Estate
Property (as applicable, the "Holder").
2. Duration of Easement. The dUration of the Easement is perpetual.
3. Reservation of Rights. Holder's right to use the Easement Property is nonexclusive,
and Grantor reserves for Grantor and Grantor's heirs, successors, and assigns the right to use all or
part of the Easement Property in conjunction with Holder as long as such use by Grantor and
Grantor's heirs, successors, and assigns does not interfere with the use of the Easement Property by
Holder for the Easement Purpose and the right to convey to others the right to use all or part of the
Easement Property in conjunction with Holder, as long as such further conveyance is subject to the
terms of this agreement.
4. Secondary Easement Holder has the right (the "Secondary Easement") to use as much
of the surface of the property that is adjacent to the Easement Property ("Adjacent Property") as may
be reasonably necessary to install and maintain the Facilities within the Easement Property that are
reasonably suited for the Easement Purpose However, Holder must promptly restore the Adjacent
Property to its previous physical condition if changed by use of the rights granted by this Secondary
Easement.
S. Improvement and Maintenance of Easement Property. Improvement and maintenance
of the Easement Property and the Facilities will be at the sole expense of Holder. Holder has the
right to eliminate any encroachments into the Easement Property. Holder must maintain the
Easement Property in a neat and clean condition. Holder has the right to construct, install, maintain,
replace, and remove the Facilities under or across any portion of the Easement Property. All matters
concerning the Facilities and their configuration, construction, installation, maintenance,
replacement, and removal are at Holder's sole discretion, subject to performance of Holder's
obligations under this agreement. Holder has .,the right to remove or relocate any fences within the
Easement Property or along or near its boundary lines if reasonably necessary to construct, install,
maintain, replace, or remove the Facilities, subject to replacement of the fences to their original
condition on the completion of the work.
6. Equitable Rights of Enforcement. This Easement may be enforced by restraining
orders and injunctions (temporary or permanent) prohibiting interference and commanding
compliance. Restraining orders and injunctions will be obtainable on proof of the existence of
interference or threatened interference, without the necessity of proof of inadequacy of legal
remedies or irreparable hann, and will be obtainable only by the parties to or those benefited by this
agreement; provided, however, that the act of obtaining an injunction or restraining order will not be
deemed to be an election of remedies or a waiver of any other rights or remedies available at law or
in equity.
7. Attorney's Fees. If either party retains an attorney to enforce this agreement, the party
prevailing in litigation is entitled to recover reasonable attorney's fees and court and other costs.
8. Binding Effect. This agreement binds and inures to the benefit of the parties and their
respective heirs, successors, and permitted assigns.
9. Choice of Law. This agreement will be construed under the laws of the state of
Texas, without regard to choice-of-Iaw rules of any jurisdiction. Venue is in the county or counties
in which the Easement Property is located.
10. Counterparts. This agreement may be executed in any number of counterparts with
the same effect as if all signatory parties had signed the same document. All counterparts will be
construed together and will constitute one and the same instrument.
11. Waiver of Default. It is not a waiver of or consent to default if the nondefaulting party
.J
fails to declare immediately a default or delays in taking any action. Pursuit of any remedies set forth
in this agreement does not preclude pursuit of other remedies in this agreement or provided by law.
12. Further Assurances. Each signatory party agrees to execute and deliver any
additional documents and instruments and to perform any additional acts necessary or appropriate to
perform the terms, provisions, and conditions of this agreement and all transactions contemplated by
this agreement.
13. Indemnity. Each party agrees to indemnify, defend, and hold harmless the other party
from any loss, attorney's fees, expenses, or claims attributable to breach or default of any provision
of this agreement by the indemnifying party.
14. Integration. This agreement contains the complete agreement of the parties and
cannot be varied except by written agreement of the parties. The parties agree that there are no oral
agreements, representations, or warranties that are not expressly set forth in this agreement.
15. Legal Construction. If any provision in this agreement is for any reason
unenforceable, to the extent the unenforceability does not destroy the basis of the bargain among the
parties, the unenforceability will not affect any other provision hereof, and this agreement will be
construed as if the unenforceable provision had never been a part of the agreement.
16. Notices. Any notice required or permitted under this agreement must be in writing.
Any notice required by this agreement will be deemed to be delivered (whether actually received or
not) when deposited with the United States Postal Service, postage prepaid, certified mail, return
receipt requested, and addressed to the intended recipient at the address shown in this agreement.
Notice may also be given by regular mail, personal delivery, courier delivery, facsimile transmission,
or other commercially reasonable means and will be effective when actually received. Any address
for notice may be.changed by written notice delivered as provided herein.
, .
17. Recitals. Any recitals in this agreement are represented by the parties to be accurate,
and constitute a part of the substantive agreement.
STATE OF TEXAS
)
COUNTY OF CALHOUN )
This ~ent was acknowledged before me on ffv~U6f
Willoughby and Blan M. Willoughby.
;---~~""';~"'1
h~;*~'~~:~I/~ AMANDA GUILLEN
i. ( ) * ~ NOTARY PUBLIC
\ \, / ; State of Texas
....~}o~~'..;~"'./ My Commission Expires May 23. 2009
'\\ i2OF1''G._.::''
\~"",............r:-
ublic, State of Texas y J6 . 'lA Ot
My commission expires: (- -(XU 6-,
STATE OF TEXAS
)
COUNTY OF CALHOUN
)
Before me, on this day personally appeared Vern Lyssy, known to me to be the person whose
name is subscribed to the foregoing instrument and acknowledged to me that Vern Lyssy executed
the same as the act of Calhoun County, a Texas, as its Commissioner, for the purposes and
consideration therein expressed.
4::der my hand and ~ID of office iJ,2 ~ day Of, ~rll;;)u
~ AMANDA GUillEN ~- ~
{Y*'(~~ NOTARY PUBLIC Notary Pub. lic. ' State.ofTexas 5':,J" _ .1 j{. Oq
~ , ' J State of Texas M pt U .
~II;:;~/:..,_..<~'"./ MyCommissionExpiresMay23.2009 Y COmmISSIOn expIres: (
\\\{~~,,~~--
.'"
. <
9/9/cli~8 ',: 32 AM
This Document has been received by this Office for
Recording into the Ufficial Public Records. We do
hereby swear that ~e do not discriminate due to
Race, Creed, Color, Sex or National Origin.
Filed for Record in:
Calhoun County
Honorable Anita Fricke
County Clerk
~Wm~
Pepu y
instl'.: l1J~IS',
StaGps: 8 Pagels)
MEMORANDUM OF UNDERSTANDING BETWEEN CALHOUN COUNTY AND THE
SUPREME COURT OF TEXAS FOR SUPPORT OF CONTINUITY OF COURT OPERATIONS
IN THE EVENT OF AN EMERGENCY:
A Motion was made by Commissioner Lyssy and seconded by Commissioner Fritsch to approve
the Memorandum of Understanding between Calhoun County and the Supreme Court of Texas
for support of Continuity of Court Operations in the event of an emergency. Commissioners
Galvan, Lyssy, Fritsch, Finster and Judge Pfeifer all voted in favor.
INTERIM PLAN
To Ensure
JUDICIAL READINESS
In Times of Emergency
A REPORT FROM THE COMMITTEE TO DEVELOP AN
INTERIM PLAN
TASK FORCE TO ENSURE JUDICIAL READINESS IN TIMES
OF EMERGENCY
Interim Plan
Page 1 of 13
1.0 Executive Summary
On November 19, 2007 the Supreme Court of Texas in Misc. Docket No. 07-91 94 issued its
"Order Creating Task Force to Ensure Judicial Readiness In Times of Emergency." The Task
Force has the responsibility of recommending to the Supreme Court of Texas a Judicial
Continuity of Operations Plan (JCOOP) for all courts in Texas.
1.1 Introduction
Disruptive events early in this millennium have alerted Texans to the need for the executive,
legislative and judicial branches of government to establish coordinated, state-wide Continuity of
Operations Plans (COOPs) to ensure that, even during times of disaster, state government can
provide uninterrupted essential services to its citizens. Texas judges must be able to continue to
provide essential juridical services during emergency situations, whether the crisis arises from
natural disasters, terrorism, technical breakdowns, civil unrest, pandemic or other catastrophes.
As highly visible symbols of government under the rule of law, judges have a duty to provide a
stabilizing influence during periods of disorder and to help return society to a semblance of
normality. This duty includes resuming normal governmental operations as quickly as possible.
This document is an interim plan; if a county wishes to make provisions for additional sites to
conduct court within the county and does not need assistance from its neighbors, it is encouraged
to do so. This interim plan is designed to assist local judicial officials to continue essential
operations during emergencies until the Legislature passes future legislation addressing these
issues and/or individual counties create their OWn COOPs.
1.2 ' Purpose
The goal of the JCOOP is to ensure that essential juridical services are available to those who
seek access to the court when a courthouse is unavailable or inoperable. Adjunct court services
provided by executive branch personnel, including court clerks, court reporters, security
personnel, etc. should be the subject of their respective COOPs.
1.3 Definitions
CJ - The Chief Justice of the Supreme Court of Texas.
CJA - The Chief Justice of any intermediate Appellate Court.
COOP - The Continuity of Operations Plan is a plan for the executive, legislative and judicial
branches of Texas state government to provide coordinated, state-wide essential services to its
citizens in the event of an emergency.
Disruption of court operations - The ceasing of normal court business because of a large scale
emergency.
Emergency - A disaster or unforeseen event that precludes a court from conducting business.
Interim Plan
Page 2 of 13
Essential court personnel - The minimum amount of staff needed for justice administration in
the event of disaster or emergency.
JCOOP - The Judicial Continuity of Operations Plan is the plan for the state judicial branch of
Texas government to provide essential court services to its citizens in the event of an emergency.
LAJ - The Local Administrative Judge as defined in section 74.091 of the Texas Government
Code.
M.O.V. - Memorandum of Understanding between the Supreme Court of Texas. and any county
supporting the continuity of court operations of another county in the event of an emergency.
(Appendix B - Form MOU attached)
Necessary court proceedings - Judicial proceedings, which may require court action or
issuance of an order, and must take place within a specific time period to ensure due process of
law for all citizens.
PJ - The Presiding Judge of an Administrative Region as described in Chapter 74 of the Texas
Government Code.
Supreme Court - Shall mean the Supreme Court of Texas.
1.4 Applicability and Scope
This JCOOP, while voluntary in nature, applies to all members of the state judiciary - from trial
to appellate courts. When a county LAJ or CJA determines that a disruptive event has occurred
that will interfere with essential judicial services, the JCOOP shall be implemented immediately.
At the CJA or the LAJ's discretion, the MOU shall be activated to ensure that essential court
operations in a designated county can continue with minimal delay and interruption. During the
period of disruption, the CJ of the Supreme Court of Texas and/or the PJ of the affected
Administrative Region has the discretion to implement such MOUs as necessary to provide
essential services to the citizens of the State of Texas.
1.5 How to Use this Plan
This JCOOP is organized so as to provide notice tojudges and officers of the court who wish to
provide essential judicial services during periods of disruption. The Supreme Court and specific
counties will implement the appropriate MOUs.
2.0 JCOOP Implementation
To implement this JCOOP, judicial officers within an affected county who wish to provide
essential judicial services during a period of disruption shall give such notice in writing. Once
the CJ of the Texas Supreme Court or the PJ of the affected region receives such notice, the CJ
or the P J shall make a written designation that the assistance of a specific county is required to
ensure the continued operation of the essential business of judges of a designated county.
Interim Plan
Page 3 of 13
Such written notice shall be by internet website and activated emergency e-mail addresses for the
judges of the designated courts. Designation shall be made in accordance with the MOUs with
the several specific counties. Once the MOU is implemented, the judges of the designated,
county shall conduct their essential operations in the specific county in accordance with the
terms of the MOU. (See Appendix A for Communication Plan recommendations)
3.0 Planning Assumptions
Regardless of the cause of the disruption, this JCOOP is designed to ensure that essential
juridical services will be available to the citizens of the State of Texas as soon as possible.
3.1 JCOOP Plan Phases
Phase I: This JCOOP shall be executed by activation of one or more MOUs in accordance with
the discretionary decision of the elected local judges, the Chief Justice of the Supreme Court of
Texas, the Chief Justice of any intermediate Appellate Court, and/or the Presiding Judge of an
Administrative Region.
Phase II: Once activated, subsequent alternate sites for essential operations may be required and
activated at the discretion of the elected local judges, the CJ, CJA, and/or th~ PJ of an affected
regIOn.
Phase III: Recovery and reconstitution of juridical servIces by the judge/judges of the
designated county/counties shall proceed rapidly in accordance with recovery plans of the
appropriate adjunct services which assist the judges. in performance of juridical services.
4.0 JCOOP Elements
4.1 Alert and Notification
Court officers shall receive notice by appropriate po stings on the designated county's website.
Notice should be sent to three e-mail addresses maintained for the subject judge/judges (e.g.
hotmail, gmail, SBC, EarthLink, etc.) To avoid notification default because a service provider
fails; judges should maintain three e-mail addresses. During periods of disruption, the subject
judge may personally survey e-mail communications from parties seeking essential juridical
services, or designate an adjunct service provider to maintain communication surveillance and
report the needs of affected court officers to the judge.
4.2 Essential Juridical Functions
Upon receiving a request of a court officer for access to juridical services, the subject judge shall
address the necessary essential juridical functions. The subject judge shall provide the requested
resources in the priority established at the judge's discretion or in the order in which the judge is
notified of the request for juridical services.
Interim Plan
Page 4 of 13
4.3 Order of Succession
Each judge shall respond to the instructions of the Supreme Court of Texas or the Presiding
Judge of an Administrative Region. Such instructions may modify the order of succession as
needed to provide essential juridical services. The Supreme Court or the PJ of the affected
region shall give appropriate notice to the subject officer of the court seeking essential juridical
functions.
4.4 Delegations of Authority
Unless delegated to another entity or judge, all administrative authority shall remain with the
Supreme Court or the P J of the affected region.
4.5 Alternate Sites
As deemed necessary by the implementing authority and/or the local elected judge, alternate
court sites shall be identified in accordance with the terms of MOUs.
4.6 Communications
Communications with a judge shall be maintained through the e-mail addresses published on the
subject county website.
4.7 Devolution
Whenever requested, each judge's essential juridical services shall devolve as directed to the
Supreme Court of Texas or the Presiding Judge of an Administrative Region.
4.8 Recovery/Reconstitution
Transition from designation status to pre-disruptive event status shall be in accordance with the
'MOU. The implementing entity shall direct resumption of normal services as it deems
appropriate.
5.0 Specific Procedure
5.1 Delineations
Within the framework of the plan, the necessity arises for specific instructions to be carried out
in the event of an emergency. To simplify the process, emergency events have been categorized
into with warning and without warning.
5.2 Immediate Actions
This plan is designed to provide guidance in times of emergency; however, certain preparations
must be made before an emergency exists. To fully maximize the potential of this interim plan
parties should:
5.2.1 Review COOP for county and instruct staff to follow.
Interim Plan
Page 5 of 13
5.2.2
5,2.3
5.2.4
5.2.5
5.2.6
5.2.7
5.2.8
5.2.9
5.2.10
5.2.11
5.3
5.3.1
If no County COOP exists, provide leadership in creating COOP for County; or
Create JCOOP for court.
Discuss with staff regarding an offsite meeting place and obtain at least two
contact numbers for each member of staff.
Get contact numbers for 1. T. people to obtain access to court docket information.
Review MOU and determine best specific county if possible. .
Become familiar with and bookmark the informational websites for Presiding
Judge of the Administrative Region and the Supreme Court of Texas. (e.g. Obtain
contact information for the PJ, including Blackberry numbers, etc.).
Provide PJ and Supreme Court with your contact numbers and websites.
Make sure that all judges in county have contact information for all other judges
and essential staff. (e.g. telephone and e-mail).
Have contact numbers and alternate e-mails for all personnel both in designated
county and several specific counties.
Review communication plan recommendations in Appendix A.
Procedure - Loss of Courthouse Without Warning
Notify the Supreme Court and/or the PJ of the loss of courthouse facilities.
5.3.1.1 Notification may be via personal contact, telephone, cell phone, pager, e-mail,
radio and TV broadcasts, court,:emergency information line (e.g. I-800-number)
or any combination thereof.
5.3.2 Contact staff by any means listed above. (N.B. It is essential to have these
numbers on and off site.)
5.3.3 Locate docket for the day and the week.
5.3.3.1. Review docket for essential hearings. (Essential hearings are defined at the local
judge's discretion.)
5.3.4 Contact the LAJ, who, in turn, contacts the PJ with a Memorandum of
Understanding (MOU) request.
5.3.4.1 In the event the judge is unable to contact LAJ, the judge should contact the PJ
directly.
5.3.4.2 The judge should request activation of the MOU.
Interim Plan
Page 6 of 13
5.3.5 The judge should instruct staff to provide the parties notice of the time and place
essential hearings will be held. In the event staff cannot be located, the judge may
rely on the terms of the MOU to have the staff provided by the specific county to
give notice to the parties, as well as canceling the remaining docket.
5.3.6 If possible, locate the clerk and request the essential files. If clerk cannot be
reached, or file cannot be located, acknowledge the court can work from
attorney's files and accept any new filings on behalf of the clerk in a previously
opened file. Any new files must be opened by the clerk of specific county.
5.3.7 Determine if a Visiting Judge is needed for hearing. Judges may:
(1) Hear their own cases.
(2) Request a Visiting Judge to, hear cases. (N.B. An elected statutory
county court judge cannot be assigned to hear an out of county
case. )
(3) Request the Elected Judge from the specific county to hear cases.
(i.e. exchange of bench)
(4) Determine if one Judge of designated county will hear all essential
proceedings. (N.B. It is recommended one judge hear all essential
cases. )
5.3.8 Review dockets as far out as expected recovery time. Provide necessary notice to
insure due process and to disrupt cooperating county as little as possible.
5.4 Procedure - Loss of Courthouse With Warning
5.4.1 Notify the Supreme Court of Texas and/or the PJ of the anticipated loss of
courthouse facilities.
5.4.3 Contact the LAJ about an MOU, determining which specific county the designated
county is to use as an alternate site for court operations. If unable to contact LAJ,
contact the PJ with request to activate the MOD. If unable to contact the PJ,
contact the Supreme Court to request activation of the MOU.
5.4.4 The judge reviews the docket and cancels hearings except for essential hearings.
5.4.5 The judge contacts the specific county, confirms location of borrowed space as
well as contact numbers for borrowed location.
5.4.6 Provide the parties with notice of new location and time by the most effective
means available. (i.e. telephone, e~mail, hardcopy (mail) etc.)
5.4.7 Contact the clerk for files related to essential cases on docket. Notify where and
when hearing is to be held. (N.B. The judge can accept filings in event of
emergency. )
Interim Plan
Page 7 of 13
5.4.8
Determine if clerk will go to the specified county. Instruct coordinator and court
reporter relative to hearing. (N.R The form MOU does provide that the specified
county will provide essential staff in addition to location and facilities.)
Determine if a Visiting Judge is needed for hearing. Judges may:
(1) Hear their own cases.
(2)
5.4.9
Request aVisiting Judge to hear cases. (N.B. An elected statutory county
court judge cannot be assigned to hear an out of county case.)
Request the Elected Judge from the specified county to hear essential
proceedings (exchange of bench).
Determine if one Judge of designated county will hear all essential cases.
Note: It is recommended one judge hear all essential cases.
5.4.10 Review dockets as far out as expected recovery time. Provide notice to ensure due
process and to disrupt specified county operations as little as possible.
(3)
(4)
Interim Plan
Page 8 of 13
ApPENDIX A
Communication Plan Recommendations
During the last few major incidents that have affected the area, there have been some valuable
lessons learned with regards to communications and the ability to effectively disseminate critical
information to key management personnel. During these times the normal "land line" voice
communication is often not available or is over utilized and not reliable, therefore a need exists
for a secondary and possibly a tertiary method of communication. One of the more reliable
methods is the use of mobile handheld data devices with voice capability. These devices allow
the user many different communication options with the same device such as voice, e-mail, and
text messaging.
Our recommendation is the use of a Blackberry mobile device. Using Blackberry mobile devices
can maintain communications in several different ways. First, you can use the handheld device
to send and receive e-mails using the corporate messaging system. Second, you can send a
standard text messages using the cellular service provider, possibly with an additional charge by
the cellular service provider per text message sent and received. And finally, you can send text
messages called PIN Messages using Research in Motion's (RIM) network at no additional fees
from RIM or your cellular service provider.
The Blackberry handheld can be utilized for e-mail messaging in one of two ways. You can
utilize Blackberry Enterprise Server (BES), or you can use the Blackberry Desktop Manager. To
use the Blackberry handheld devices to the fullest capability requires a BES server. When using
the BES server you get the functionality of security and manageability, also when using the BES
server you can maintain secured communications because all communications between the
handheld device and the messaging server are encrypted. Additionally, you have the ability to
encrypt the handheld's file system to prevent users from gaining access to locally stored data in
the event of theft or loss. You have the ability to manage the handhelds individually or in groups
through the BES server as well. You can wirelessly load software updates to the handhelds,
change settings, and even completely wipe the file system in the event of theft or loss. To
implement the BES server several things are needed; an IT professional with the ability to
oversee and manage the BES application, a dedicated server, as well as additional licensing from
Blackberry. If you do not have the ~esources to dedicate to the BES server you can use the
Blackberry Desktop Manager software. This is software that the user will install on their
workstation PC that will allow users to still be able to send and receive e-mail messages to and
from their handheld devices. There is no additional licensing or hardware requirements when
using the Blackberry Desktop Manager software.
Interim Plan
Page 9 of 13
In the event that corporate e-mail systems are unavailable you can still maintain communication
between users using text messaging provided by your cellular service provider. Again, keep in
mind that the cellular service provider sometimes charges per text message sent and received.
The ability to text message using your cellular provider could possibly be limited in the event of
disaster. When a large percentage of users try to connect to their cellular service at the same
time, the cellular service can be overwhelmed and a large number of subscribers will be unable
to ~ommunicate using voice or text messaging.
The final way of communication is exclusive to Blackberry handheld users and is one of the
biggest advantages of using the Blackberry handhelds. Each Blackberry handheld that is
produced is assigned a unique number called a Personal Identification Number (PIN). All
Blackberry users can communicate with any other Blackberry user using this unique PIN. The
messages that are sent to a PIN are routed only on Research in Motion's network and the cellular
service provider is never needed during this type of communication. So, in the event of a
disaster when the cellular provider's service is overwhelmed you can maintain contact using the
Blackberry PIN messaging system. Also, there are no charges for any PIN messages sent or
received.
Please note, that in times of emergency this service could be disrupted if you are a Nextel user
and their system is down. All major providers except Nextel provide for cell service roaming.
Because of this limitation, Nextel users could experience interruptions in their service that others
may not experience. This becomes critical in PIN messaging during a disaster scenario.
Interim Plan
Page 10 of 13
Appendix B
MEMORANDUM OF UNDERSTANDING
BETWEEN
Calhoun COUNTY AND THE SUPREME COURT OF TEXAS
FOR
SUPPORT OF CONTINUITY OF COURT OPERATIONS
IN THE EVENT OF AN EMERGENCY
This memorandum of understanding (MOU) is between Calhoun County and the Supreme
Court of Texas.
I. PURPOSE AND SCOPE OF MOU
The purpose of this MOU is to define the assistance and cooperation that Calhoun
County will provide to a county that is designated by the Supreme Court, the presiding judge of
the Fourth Administrative Judicial Region, the Chief Justice of any Appellate Court or a
Local Administrative Judge ("designated county") as requiring Calhoun County's
assistance in order to continue the operation of the courts of the designated county.
The Supreme Court's intent in executing this MOU is to provide a framework for the continuity
of court operations in any Texas county that has experienced a disaster or unforeseen event that
precludes a court from conducting business. This MOU is not limited to assistance to first tier or
second tier coastal counties as defined by Sec. 2210.003, Texas Insurance Code.
All counties agreeing to provide assistance under this agreement shall be entitled to receive
assistance as described herein from all participating counties
II. PROCEDURE AND ASSISTANCE
In the event that the Supreme Court or the presiding judge of the Fourth Administrative
Judicial Region designate 'in writing that the assistance of Calhoun County is required to
e~sure the continued operation of the courts in a designated county, or assistance is requested by
any Local Administrative Judge Calhoun County agrees to provide the following to enable
the Appellate, District, Statutory, and Constitutional County Courts of designated county to
continue court operations:
Interim Plan
Page 11 of 13
. .-1
A. adequate facilities for court sessions;
B. adequate office space for judges and essential administrative staff, including essential
county and district clerk staff; and
C. adequate telecommunication and information management tools necessary for the judges
and essential administrative staff to conduct court business.
Calhoun County agrees to provide assistance within 24 hours of notice of a
designated county requiring its assistance. Calhoun County agrees to provide assistance
under this MOU without any further contractual requirements for a period of up to seven
working days. If it is anticipated that assistance will be required beyond seven working days,
(;:ll houn County and designated county will negotiate an interlocal agreement for the
additional support.
III. REIMBURSEMENT OF COSTS
Designated county will be responsible for reimbursing Calhoun County for reasonable costs
associated with the assistance provided. Costs will be limited to extraordinary expenses for
County, such as supplies, equipment, personnel costs above normal salaries and benefits,
security, and utilities.
IV. TERM
This contract is to begin upon the date of execution and shall terminate on
until rescinded in writing, upon 15 days written notice, by either party.
, or
Supreme Court of Texas
Ca!l.hcnm
County
~t(
NBY; _lfu i~ ~ ~rd
_ ame:
Title: Calhoun County Judge
Wallace B. Jefferson
Chief Justice
Date ~lA.d ~ Z-OcJr
Date:
August 28, 2008
Interim Plan
Page 12 of 13
, I
. I
I
Appendix C
SAMPLE PUBLIC ANNOUNCEMENT
TO:
All Interested Parties
FROM:
Judge
( Name and Court Number)
DATE:
SUBJECT:
Public Access to Court Information and Operations
Please use the following resources to obtain information during this
emergency:
Supreme Court Information:
Website: www.supreme.courts.state.tx.us
Clerk's Office: 512-463-1312
Regional Presiding Judge:
Name:
Court Number (if applicable):
Website and/or General Phone Number:
Local Administrative Judge:
Name:
Court Number:
Website and/or General Phone Number:
County Clerk:
Name:
Address:
Website and/or General Phone Number:
District Clerk:
Name:,
Address:
Website and/or General Phone Number:
Interim Plan
Page 13 of 13
COUNTY REPORTS:
The District Clerk presented her monthly report for June 2008 and the County Clerk and Tax
Assessor/Collector presented their monthly reports for July 2008 and after reading and verifying
same, a Motion was made by Judge Pfeifer and seconded by Commissioner Fritsch to accept said
reports as presented. Commissioners Galvan, Lyssy, Fritsch, Finster and Judge Pfeifer all voted
in favor.
DISTRICT CLERK
SUMMARY OF CASH TRANSACTIONS IN FEE ACCOUNT
REMITTANCES Q-14/\e.... z..OO~ AUG 14 2UUB -- '--,
Mike Pfeifer -.---
C7i~n,.po'J3 JUdge
[t;~:;:dZ:~~C~~;'" Hi - ~~
C}(tt 2011; Sl..11u- .50 _ I -,00
<'''''~o.tTorn.nie..-IQO.'' _.~ 1-n or:!:. ,_~.h7
W.:J!J..u, fltJ4l'R. Hp.(t1~~._ <I €fl ~ I )l!ilJ.,0\.-
C/(:II. 3.1)...1 ~ IliL.r L.ILA'I4 - I (g. 00 cJ( :#:- z. 4- 87 co Ie!. _ 8 , 00
) )
t'':.:.:.':J~t11i;;?t. Shu.itS, 75,bO clC.. t..'4o q'l./ A+ry~~1\tO I'd \ - g. S ct
C .5 I I Ie - '111. CJ()
(J{j!-J.Ub) J<4.t.s...,^~ -'J6.00 TOTAL: .3 g-,~~o.& g '_
..
, ~
~, .".
Remittance to County Treasurer:
Road and Bridge General Fund:
Fines
Bond Forfeiture
General Fund:
District Clerk's Fees
Sheriff's Fees
Jury Fees
Law Library Fund:
C.J.P.F.:
L.E.O.S. :
C.V.C.A.:
J.P.T.:
C.S.:
B.A.T.:
C.R.F.:
Fugitive Appr. Acct.:
C.C.C.:
Juv. Crime Prev.:
Time Pay Fee:
Civil Indigent Filing Fee:
Abused Children's Fund:
C.M. I. :
A.J.S.F.:
--rn~ ~OO~
PH-If Fee:
TOTAL REMITTANCE TO COUNTY TREASURER:
Interest:
Remittance to Others:
Out-of-County Sheriff's Fees:
State:
C.A.R. Fund:
TOTAL REMITTANCE TO OTHERS:
TOTAL EXPENDITURES:
ENDING BALANCE:
TOTAL:
Reconciliation With Cash in Bank:
Balance in Checking Account:
Outstanding Receipts:
Outstanding Checks:
Outstanding Criminal Receipts:
TOTAL:
RECEIVED
n L-1~' '7. 05
AJ~1. q~
31 .g.
~-
5 q 5' . ()("1
&D. fY)
3~i:-~~)
15~ 1(0
.d. 00
!. s}E.O&
UE ~~ 32
~ e.&t.. 1\ O. '5..+
~-p" 'II
5 .50
..3, 6S'
{i!f.~
3. S"S
~~
I "19 6. I 2.
z. r' S-~
~"i 5 DO
QQQ.5CJ_
18J ~'4.1]1
30 gb3. '2.../J
..J
I \ I t ~ a .57
.
40. '&'1. 4-3
1~b71. {)()
36; &'2.0. g 8
ggbLJ.o2.-
111 g~ ~ . 5'1
-
Approved
Pamela Mart~n Hartgrove
. ~~~c; ~~
Rece1ve~ ,
Michael Pfeifer
COUDty Judge
"zu.,UVUL.. Lvuni 1. 1.r.AA:i
DISTRICT CLERK
SUMMARY OF CASH TRANSACTIONS IN FEE ACCOUNT
RECEIPTS , ~ u,/\ ~ I ?.OO~
- - .~.. ."
! '
District Clerk's Fees:
Certified Copies
Criminal Court
Civil Court
Stenographer
Records Management Fund
Courthouse Security Fund
Civil Indigent Filing Fee
Sheriff's Fees:
Civil Court
Civil Jury
Jury Fees:
Law Library Fees:
C.J.P.F.
L.E.O.S.:
C.V.C.A.:
J.P.T.:
C.S.:
B.A.T.:
C.R.F.:
Fugitive Appr. Acct.:
C.C.C.:
Juv. Crime Prev.:
Time Pay Fee:
Abused Children's Fund:
C.M.1.
A.J.S.F.:
TOTAL FEES:
Bond Forfeiture:
Fines:
Criminal Court
C.A.R. Fund:
State:
Other Collections:
Reimbursable Costs
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TOTAL CASH RECEIPTS:
INTEREST EARNED:
BEGINNING BALANCE:
TOTAL RESOURCES:
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ANITA FRICKE - COUNTY CLERK
MONTHLY REPORT RECAPITULATION
OFFICE FUND - JULY 2008
CIVIL FUNDS
County Fees
County Clerk's Fees
Recording
Probate
CMI
Total County Clerk's Fees
Judge's Fees
Probate
Civil
Total Judge's Fees
Probate Fees (Education Fees)
Sheriffs Fees
Jury Fees
Law Library Fees
Beer Licenses
Appellate Fund (TGC)
Court Reporter Fees
Civil Indigent Fees
Record Management Fees (County Clerk)
Record Management Fees (County)
Security Fees (County)
Bond Forfeitures
Subtotal County Fees
$18,124,05
204,00
880.00
24.00
110.00
State Fees
Judicial Funds (CV$1769 + PR$410)
Marriage License Fees
Birth Certificate Fees
Total State Fees
SUBTOTAL
Overpmt of Filing Fees to be Refunded by Co. Clk,
TOTAL CIVIL FUNDS COLLECTED
$19,208.05
134,00
25.00
275.00
22,00
945,00
0,00
135,00
405.00
150,00
2,305.00
160,00
635,00
0,00
$24,399,05
2,179,00
229.50
160.20
2,568,70
$26,967.75
$26,967.75
$26,967.75
CRIMINAL FUNDS ($9141.33 + $260)
Total Criminal Court Costs & Fines & Pre-Trial Diversion
TOTAL FUNDS RECEIVED (As per ACS Report)
Bank Interest Earned
Less Refunds for Overpayment of Filing Fees
TOTAL FUNDS RECEIVED
ADJUSTED FUNDS RECEIVED
Plus Re-Deposit of Check from Co, TreasJoverpayment-May report (Not recorded in ACS)
Less mistake by bank on deposit for (Not recorded in ACS)
Co, Clerk Check 991
AMOUNT DUE COUNTY TREASURER
9,401,33
$36,369.08
61.02
$36,430,10
0.00
$36,430,10
35.00
$36,466.10 I
r~:\1
ANITA FRICKE - COUNTY CLERK
MONTHLY REPORT RECAPITULATION (con't)
OFFICE FUND - JULY 2008
DISBURSEMENTS
CK# Payable To
996 Rhonda Kokena, Co, Treas,
Descriotion
Amount
$32,229,01
$0,00
$0,00
$0,00
June report 2008
TOTAL DISBURSEMENTS
$32,229.01
CASH ON HAND. OFFICE FUND
Beginning Book Balance
Funds Received
Disbursements
Plus Redeposit of NSF Checks
Less NSF Checks
Ending Book Balance
$32,203,35
36,465,10
-32,229.01
BANK RECONCILIATION, OFFICE FUND
Ending Bank Balance
Outstanding Deposits..
Outstanding Checks..
Plus Other Items..
Less Other Items..
Reconciled Bank Balance
$36,286,78
373,00
(220.34)
$36,439,44
$36,439,44
CASH ON HAND, TRUST FUND
Beginning Book Balance
Funds Received
Disbursements
Ending Book Balance
$122,392,17
2,900,00
(1,621,57)
$123,670,60
BANK RECONCILIATION. TRUST FUND
Ending Bank Balance
Outstanding Deposits..
Outstanding Checks..
Reconciled Bank Balance
$123,670.60
0,00
0,00
$123,670,60
..See Attached
~d~
SUBMITTED BY: Anita Fricke, County Clerk
SUMMARY
TAX ASSESSOR-COLLECTOR'S MONTHLY REPORT
FOR: JULY 2008
Title Certificate Fees $ 7,579.00
Title Fees Paid TXDOl $ 4,689.00
Title Fees Paid County Treasurer Salary Fund $ 2,890.00
Motor Vehicle Registration Collections $ 120,300.94
Disabled Person Fees $ 135.00
Postage $ 199.45
Paid TXDOT $ 114,394.00
Paid TXDOT SP $ 732.84
Paid County Treasurer $
Paid County Treasurer Salary Fund $ 5,508.55
Motor Vehicle Sales & Use Tax Collections $ 384,983.86
Paid State Treasurer $ 384,983.86
Special Road/Bridge Fees Collected $ 18,424.00
Paid TXDOT - RIB Fees $ 552.72
Paid County Treasurer - RIB Fees $ 17,871.28
Texas Parks & Wildlife Collections $ 4,730.00
Paid Texas Parks & Wildlife $ 4,257.00
Paid County Treasurer Salary Fund $ 473.00
State Beer & Wine Collections $ 3,845.00
Paid Tx Alcoholic Beverage Commission $ 3,770.25
Paid County Treasurer, Salary Fund $ 74.75
County Beer & Wine Collections $ 1,132.50
Paid County Treasurer, County Beer & Wine $ 1,075.88
Paid County Treasurer, Salary Fund $ 56.62
Renewal Fees for County Beer & Wine $ 18.00
Paid County Treasurer - Renewal F $ 18.00
Additional Postage - Vehicle Registration $ 17.75
Paid County Treasurer - Additional Postage $ 17.75
Interest earned on P&W $ 20,56 and $ 20.56
Refund $ Accounts
Paid County Treasurer - Int. on P&W & Ref $ 20.56
Interest earned on Office Account $ 288.09
Paid county Treasurer - Nav, East $ 0.68
Paid County Treasurer - all other districts $ 287.41
Business Personal Property - Misc. Fees $ 69.93
Paid County Treasurer $ 69.93
Special Overpayments $
Paid County Treasurer $
Overpayments $ 1.85
Current Tax Collections $ 32,995.34
Penalty and Interest - Current Roll $ 4,786.39
Discount for early payment of taxes $
Delinquent Tax Collections $ 21,829.06
Penalty & Interest - Delinquent Roll $ 9,169.11
Collections for Delinquent Tax Attorney $ 8,398.89
Advance - FM & l Taxes $ 5.88
Advance - County AdValorem Taxes $ 64,340.20
Paid County Treasurer - Nav, East $ 412.90
Paid County Treasurer - all other Districts $ 4,022.77
Paid County Treasurer - Delinq Tax Atty. Fee $ 8,398.89
Payment in Lieu of Taxes $ 653.72
Paid County Treasurer - Navig, East $
Paid County Treasurer - All other Districts $ 653.72
Boat/Motor Sales & Use Tax Collections $ 17,989.66
Paid State Treasurer $ 17,090.18
Paid County Treasurer, Salary Fund $ 899.48
Special Fanners Fees Collected $ 65.00
Paid State Treasurer, Farmers Fees $ 65.00
Hot Check Collection Charges $ 15.00
Paid County Treasurers, Hot Check Charge $ 15.00
Overage on Collection/Assessing Fees $
Paid County Treasurer, overage refunde $
Escheats $
Paid County Treasurer-escheats $
TOTAL $ 637,648.10 $ 637,648.10
$
637,648.10
TOTAL OF ABOVE RECEIPTS PAID TO COUNTY
~ c2tCJL ~
GLORIA A. OCHOA
Tax Assessor.collector
MICHAEL J. PFEIFER
County Judge
APPROVAL OF PAYROLL:
A Motion was made by Commissioner Lyssy and seconded by Commissioner Galvan to approve
the payroll dated 7-11-2008 in the amount of $219,977.20 and payroll dated 7-25-08 in the
amount of $213,588.40. Commissioners Galvan, Lyssy, Fritsch and Finster and Judge Pfeifer all
voted in favor.
A Motion was ma-de by Commissioner Lyssy and seconded by Commissioner-r Galvan to approve
the payroll dated 8-08-08 in the amount of $225,757.42 and payroll dated 08-22-08 in the
amount of $212,412.11. Commissioners Galvan, Lyssy, Fritsch, and Finster and Judge Pfeifer all
voted in favor.
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CALHOUN COUNTY
PAYROLL 2008
MONTH I JULY
Payroll dated 07-11-08
$219,977.70
Payroll dated 07-25-08
$213,588.40
I APPROVED TOTAL PAYROLL
. .
$433,566.10
Tbe items listed above have been pre-approved by all Department Heads and I certify tbat funds are
available to pay tbe obligations. I certify that the above is true and correct to tbe best of my
knowledge tbis the ~ day of i.J .
, I)()~
DAND APPROVED TIDS THE ~ - DAYOF
, 2008 IN THE CALHOUN COUNTY
. .ISSIONERS' COURT, PORT LA V ACA, TEXAS 77979.
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CALHOUN COUNTY
PAYROLL 2008
MONTH / AUGUST
Payroll dated 08-08-08
$225,757.42
Payroll dated 08-22-08
$212,412.11
I APPROVED TOTAL PAYROLL
$438,169.53
Tbe items listed above have been pre-approved by all Department Heads and I certify that funds are
available to pay tbe Obl,i;Btions. I rtifr that the above is true and correct to the best of my
knowledge this the ~ day of U. '!1t .
EPTE AND APPROVED THIS THE ~ DAY OF
, 2008 IN THE CALHOUN COUNTY
ISSIONERS' COURT, PORT LA V ACA, TEXAS 77979.
t"'Ai,;lc tl..:ll tlj
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ACCOUNTS ALLOWED - COUNTY:
Claims totaling $439,897.89 were presented by the County Treasurer and after reading and
verifying same, a Motion was made by Commissioner Galvan and seconded by Commissioner
Lyssy that said claims be approved for payment. Commissioners Galvan, Lyssy, Fritsch, Finster
and Judge Pfeifer all voted in favor.
ACCOUNTS ALLOWED - HOSPITAL:
Claims totaling $2,047,677.86 were presented by the County Treasurer and after reading and
verifying same, a Motion was made by Commissioner Galvan and seconded by Commissioner
Fritsch that said claims be approved for payment. Commissioners Galvan, Lyssy, Fritsch, Finster
and Judge Pfeifer all voted in favor.
ACCOUNTS ALLOWED -INDIGENT HEALTHCARE:
Claims totaling $172,480.03 were presented by the County Treasurer and after reading and
verifying same, a Motion was made by Commissioner Galvan and seconded by Commissioner
Fritsch that said claims be approved for payment. Commissioners Galvan, Lyssy, Fritsch, Finster
and Judge Pfeifer all voted in favor.
BUDGET ADJUSTMENTS:
A Motion was made by Commissioner Galvan and seconded by Commissioner Fritsch to approve
the Budget Adjustments. Commissioners Galvan, Lyssy, Fritsch, Finster and Judge Pfeifer all
voted in favor.
Court was adjourned at 11:2Sam
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