Preview
1 LINDBERGH PORTER, Bar No. 100091
LlTTLER MENDELSON, PC.
2 333 Bush Street, 34th Floor
San Francisco, CA 94104
3 Telephone: 415.433.1940
Fax No.2 415.399.8490
4
MAIKO NAKARAI-KANIVAS, Bar No. 271710
LITTLER MENDELSON, P.C.
5
1255 Treat Boulevard, Suite 600
Walnut Creek, CA 94597
6
Telephone: 925.932.2468
Fax NO.: 925.946.9809
7
Attorneys for Defendants
8 SUTTER HEALTH and PALO ALTO MEDICAL
FOUNDATION
MARCIE ISOM FITZSIMMONS, Bar No. 226906
10 HIEU T. WILLIAMS, Bar No. 280585
GORDON REES SCULLY MANSUKHANI, LLP
11 275 Battery Street, Suite 2000
San Francisco, CA 94111
12 Telephone: 415.986.5900
Fax No.: 415.986.8054
l3
Attorneys for Defendant
PALO ALTO FOUNDATION MEDICAL GROUP
l4
'5 SUPERIOR COURT OF CALIFORNIA
'6 COUNTY OF SANTA CLARA
‘7 DIANA P. BLUM, M.D., Case No. 115CV277582
‘8
Plaintiff, DECLARATION OF MAIKO NAKARAI-
'9 KANIVAS IN SUPPORT OF
v. DEFENDANTS’ JOINT MOTION TO SEAL
20
CERTAIN DOCUMENTS ON PLAINTIFF'S
SUTTER HEALTH, a Califomia EXHIBIT LIST
21
corporation; PALO ALTO FOUNDATION
MEDICAL GROUP, a California Trial Date: January 8, 2018
22
corporation; PALO ALTO MEDICAL Time: 8:45 am.
FOUNDATION, a California corporation;
and DOES 1 through 20, Complaint Filed: March 4, 2015
23
FAC Filed: August 7, 2015
Defendants.
24
25
26
27
28
“"§§§é‘f&°§5§??i” Case No. 1|5CV277582
34m FLOOR
9““
S‘N‘R‘NC‘SCO 9" NAKARAI DECL. ISO DEFS‘ JOINT MOTION TO SEAL CERTAIN DOCUMENTS ON PLTF‘S EXHIBIT LIST
M5 433 ‘940
1,MAIKO NAKARAI-KANIVAS. declare:
I. I am a Shareholder with the law firm of Littler Mendelson, P.C., counsel for
Defendants Sutter Health and Palo Alto Medical Foundation (“PAMF”) in this action. I am licensed
to practice law in the State of California and appear in the above—captioned matter. All of the
information set forth herein is based upon my personal and firsthand knowledge, or from review of
the file of this matter in the regular course of representing my clients. If called and sworn as a
witness, I could and would competently testify hereto.
2. On January 5, 2017, the Court granted Sutter Health and PAMF’s motion to
file under seal the 2012 and 2013 Professional Services Agreements (“PSAs”) between PAMF and
10 the Palo Alto Foundation Medical Group (the "Physician Group”) on the ground that the documents
ll contained confidential and proprietary information, disclosure of which could cause financial and
12 competitive injury. A true and correct copy of the Court’s January 5, 2017 Order isattached hereto
13 as Exhibit A and incorporated by reference herein. A true and correct copy of Sutter Health and
14 PAMF’s motion and supporting declarations are attached hereto as Exhibit B and incorporated by
15 reference herein.
16 3. On February 23, 2017, the Court granted Sutter Health and PAMF’s motion to
I7 file under seal certain documents submitted in support of Plaintiff‘s oppositions to Defendants’
18 dispositive motions, including the Sutter Medical Network Participation Agreement, the PSAs
I9 between PAMF and the Physician Group, and the third party payor contracts, on the grounds that
20 these documents contained confidential and proprietary information, disclosure of which could cause
21 financial and competitive injury. A true and correct copy ofthe Court’s February 23, 2017 Order is
22 attached hereto as Exhibit C and incorporated by reference herein. A true and correct copy of Sutter
23 Health and PAMF’s motion and supporting declarations are attached hereto as Exhibit D and
24 incorporated by reference herein.
25 4. On April 3, 2017, the Court entered the Amended Stipulated Protective Order,
26 which is attached hereto as Exhibit E, and incorporated by reference herein.
27 5. Plaintiff served her trial exhibit list on January 5, 2018. The exhibit list
28 contained several documents that had been designated “Confidential” by Defendants. Plaintiff did
timER MENBELSON
P C
333 BUSH STREET
2~ Case No. IISCV277582
14w FLOOR
NAKARAI DECL, ISO DEFS' JOINT MOTION TO SEAL CERTAIN DOCUMENTS ON PLTF’S EXHIBIT LIST
SAN FRANCISCO CA 9:104
“5‘33 mo
not provide prior notice of her intent to use those Confidential documents at trial.
6. Plaintiff‘s Exhibit 83, which is a list of 1,132 patient names, was designated
“Highly Confidential” pursuant to the Parties” Stipulated Protective Order when it was produced,
and has been treated as such throughout the litigation. Because revealing the identities of these
patients would necessarily reveal that they were neurology patients, public disclosure of the list
would infringe upon third party privacy rights. including the right to privacy in one’s medical
information. Protecting these third party privacy rights is an overriding interest that overcomes the
right of public access to the document, and that supports sealing the document if itis admitted into
evidence. If the patient listis not sealed, there is a significant risk that the patients’ privacy rights
will be infringed upon.
7. Plaintiff's Exhibit 97, which is a Physician Administrative Services
Agreement. was designated “Confidential” pursuant to the Parties” Stipulated Protective Order when
it was produced, and has been treated as such throughout the litigation. Public disclosure of this
business contract, which governs the provision of administrative services by a Physician Group
employee to the Sutter Medical Network, and which contains confidential and proprietary
information, is likely to harm Defendants' business and competitive interests.
8. Defendants have reviewed all of the confidential documents listed on
Plaintiffs exhibit list, and are requesting to seal only the ones identified in their motion because of
their particularly confidential and sensitive nature. Because the documents Defendants seek to have
sealed are multi-page documents that contain confidential information throughout them, I am not
aware ofa way to partially seal the documents via redactions.
I declare under penalty of perjury under the laws of the State of California that the
foregoing is true and correct. Executed this 7th day of January, 2018 at Walnut Creek, California.
%%
MAIKO NAKARAI-KANIVAS
Firmwtde”2145324 |061598 [049
28
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133 ausn SWEEV 1 Case No. |ISCV277582
34w FLOOR
mmosco CA sum
SAN
NAKARAI DECL. ISO DEFS’ JOINT MOTION TO SEAL CERTAIN DOCUMENTS ON PLTF’S EXHIBIT LIST
n5 A13 t9“!
EXHIBIT A
LINDBERGH PORTER, Bar No. 100091 _
. _
SEAN P. PIERS, Bar No. 305607 ENBEERSED
LITTLER MENDELSON. PC.
333 Bush Street
34th Floor 1011 JAN -5 P 2 0‘!
San Francisco, CA 94104
Telephone: 415.433.1940 CLERK FTHE 0 RT
Fax No.: 415.399.8490 SUPE 1 COUR CA
COUN O smut%5"”LIIRY
MAIKO NAKARAI—KANIVAS, BarNo. 271710 Loéx,‘ .
LITTLER MENDELSON, PC. JELACRU?'
1255 Treat Boulevard
Suite 600
Walnut Creek, CA 94597
Telephone: 925.932.2468
Fax No.: 925.946.9809
9
Attorneys for Defendants
10 SUTTER HEALTH and PALO ALTO MEDICAL
FOUNDATION
11
12 SUPERIOR COURT OF CALIFORNIA
13 COUNTY OF SANTA CLARA
14 DIANA P. BLUM, M.D., Case No. 115CV277582
15 Plaintiff, WWWER
DEFENDAN TS
GRANTING
SUTTER HEALTH AND
16 v. PALO ALTO MEDICAL FOUNDATION’S
MOTION TO FILE UNDER SEAL
17 SUTTER HEALTH, a California CERTAIN EXHIBITS IN SUPPORT OF
corporation; PALO ALTO FOUNDATION THEIR MOTION FOR SUMMARY
18 MEDICAL GROUP, a California JUDGMENT OR, IN THE ALTERNATIVE,
corporation; PALO ALTO MEDICAL SUMMARY ADJUDICATION
19 FOUNDATION, a California corporation;
and DOES 1 through 20, [CAL. RULES OF CT. 2.550 & 2.551]
20
Defendants. Date: January 5, 2017
21 Time: 9:00 am.
Dept: 8
22
Complaint Filed: March 4, 2015
23 FAC Filed: August 7, 2015
24 Trial Date: TBD
25
26
27
28
PC.
.JTTLER MENDELSON.
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[WORDER GRANTING SUTTER IIEALTII & PAMF’S MOTION TO FILE UNDER SEAL
Defendants SUTTER HEALTH and PALO ALTO MEDICAL FOUNDATION’S
is) (“PAMF") motion to file under seal certain exhibits in support of their motion for summary
judgment 6%, in the altemativessummary adjudication (“Motion to Seal”), came on regularly for
hearing on January 5, 2017, at 9:00 am, in Department 8 of the above—entitled Court, the Honorable
1‘
Maureen Folan presiding.
Having read and considered all papers submitted, and having heard and considered
the oral arguments of counsel, and good cause appearing therefor,
IT IS HEREBY ORDERED that Sutter Health and PAMF’s Motion to Seal is
GRANTED. Because the 2012 and 2013 Professional Services Agreements (“PSAs”) between
10 PAMF and Defendant Palo Alto Foundation Medical Group (“PAFMG”) contain confidential and
11 proprietary information regarding PAMF and PAFMG which is not available to the public, including
12 but not limited to the terms of the compensation structure, and disclosure of the information could
13 cause financial and competitive injury to PAMF, the Court finds that there is an overriding interest
14 that overcomes the right of public access to the documents, that the interest supports sealing the
15 record, and that there isa substantial probability that the overriding interest will be prejudiced if the
16 PSAs are not scaled. Moreover, the Court finds that the proposed scaling is narrowly tailored, as
17 Sutter Health and PAMF only seek to seal the 2012 and 2013 PSAs, and that there is no less
18 restrictive means to protect PAMF’s confidentiality interests. The 2012 and 2013 PSAs, which are
19 attached as Exhibits A and B to the Declaration of Raul Gorospe in support of Sutter Health and
20 PAMF’S Motion for Summary Judgment, or in the alternative, Summary Adjudication, shall be filed
21 under seal and with the monetary terms redacted from Exhibit 6.2, and kept confidential from public
22 View. No other records relating to the case are to be sealed, only the d to
i2;authori
Mild
23 inspect the sealed record flufiigl W547 Cdodmfllww fill«g
Ct C034
01141035;
24
25
26
IT IS
Dated:
so ORDERED
i
‘/ 5 ,201‘?’
// /L/
HON MAUREEZN FOLIXN
Judge fthe Superior Court
27
28 Finnwidei CUZZSIEJ 061598.|019
units MEADELSON,
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)3: Bus» SWEET 2, Case No. 115CV277582
)‘VH FLOOR
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CAgum
mmmo [PROPOSED] ORDER GRANTING SUTl‘ER HEALTH & PAMF’S MOTION TO FILE UNDER SEAL
SUPERIOR COURT OF CALIF 0
COUNTY OF SANTA CLARflgé’gegD
DOWNTOWN COURTHOUSE
19x NORTH FIRST SrREEr
SANJOSECAUFORNIA 95113
CIVIL DIVISION
10” JAN -5 P 2: 09
01 K F THE
8" cou RT
January 05, 2017
{Plfikfigflgx €996
Lindbergh Porter Jr.
333 Bush 3:
WIT!) CRUZ
UTY
Floor 34
San Francisco CA 94104
RE: D. Blum vs Sutter Health, at al
Case Number: 2015-1-CV-277582
PROOF OF SERVICE
Order Re: MOtion to File Under Sear Certain Exhibits in support of their Motion for Summary Judgment
was delivered to the parties listed below the above entitled case as set forth in the sworn declaration below.
If you.
a party representedby you.or awitness to be called
on behall of that need an accommodatlon
party under the Americanwith
Disabilities
Act.please contactthe Court Administrator's
office
at (408)882-2700. or use the Court's
TDD line (408)
882-2690 orthe
Voice/TDD California Relay Service (800) 735-2922.
DECLARATION OF SERVICE BY MAIL: l declare that I served this
notice by enclosing a true copy in a sealed
envelope. addressed to
each person whose name is shown below. and by depositing the envelope with postage fully prepaid. in the United
States Mall at San Jose.
CA on January 05. 2017.
CLERK OF THE COURT. by Lorna Dela Cruz. Deputy,
cc: Christine A Lawler 275 Battery StreetSuite 2000 San Francisco CA 94111
Theresa J Barta 5160 Campus Dr Newport Beach CA 92660
cw-9027 REV 12/03/16 PROOF OF SERVICE
‘
EXHIBIT B
LINDBERGH PORTER,
SEAN P.
Bar No. 100091 TINT '
Dr 51.?CF“
PIERS, Bar No. 305607 '
LITTLER MENDELSON, P.C. _
333 Bush Street 2016 SCI 21 P 2‘ 5 ‘
34th Floor '
San Francisco, CA 94104
Telephone: 415.433.1940
Fax No.: 415.399.8490
MAIKO NAKARAI-KANIVAS, Bar No. 271710
LITTLER MENDELSON, PC.
1255 Treat Boulevard
Suite 600
Walnut Creek, CA 94597
Telephone: 925.932.2468
Fax No.: 925.946.9809
Attorneys for Defendants
SU'ITER HEALTH and PALO ALTO MEDICAL
FOUNDATION
SUPERIOR COURT OF CALIFORNIA
COUNTY OF SANTA CLARA
DIANA P. BLUM, M.D., Case No. 115CV277582
Plaintiff, DEFENDANTS SUTTER HEALTH AND
PALO ALTO MEDICAL FOUNDATION ’S
v. NOTICE OF MOTION AND MOTION TO
FILE UNDER SEAL CERTAIN
SUTTER HEALTH, a California DOCUMENTS IN SUPPORT OF THEIR
corporation; PALO ALTO FOUNDATION MOTION FOR SUMMARY JUDGMENT
MEDICAL GROUP, 3 California OR, IN THE ALTERNATIVE, SUMMARY
corporation; PALO ALTO MEDICAL ADJUDICATION
FOUNDATION, a California corporation;
and DOES 1 through 20, (CAL. RULES OF CT. 2.550 & 2.551]
Defendants. Date: January 5, 2017
Time: 9:00 am.
Dept: 8
Complaint Filed: March 4, 2015
FAC Filed: August 7, 2015
Trial Date: TBD
TO ALL PARTIES AND THEIR ATTORNEYS OF RECORD:
PLEASE TAKE NOTICE that on January 5, 2017, at 9:00 a.m., or as soon thereafter
DJ
as the matter may be heard in Department of the
8 above-entitled Court, located at 191 North First
Street, San Jose, CA 95113, Defendants SUTTER HEALTH and PALO ALTO MEDICAL
FOUNDATION (“PAMF”) will, and hereby do, move this Court for an Order sealing certain
documents submitted in support of Sutter Health and PAMF’s Motion for Summary Judgment, or in
OO\IO\
the alternative, Summary Adjudication, with compensation terms redacted. This motion is made
pursuant to California Rules of Court 2.550 and 2.551 on the ground that the documents contain
confidential and proprietary business information akin to trade secrets, and permitting public access
10 to them is likely to harm PAMF’s business interests.
11 This motion is based upon this Notice of Motion and Motion, the Memorandum of
12 Points and Authorities, the Declarations of Raul Gorospe and Maiko Nakarai-Kanivas, and all
13 pleadings, records and papers on file in this matter, and on such additional evidence and oral
14 argument as may be presented at the hearing on this motion.
15
Dated: October 21, 2016
16
17
1s
LIND'BERGH PORTER
19 MAIKO NAKARAI-KANTVAS
LITTLER MENDELSON, PC.
20 Attorneys for Defendants
SUTTER HEALTH and PALO ALTO
21 MEDICAL FOUNDATION
j
22
i
Firmwide:l43389719.l
06l598.|049
23
24
25
26
27
28
TIER WNDESON, F I:
333 HUSH STREEY
2_ Case No. 115CV277582
415m mo SUTTER HEALTH & PAMF‘S NOTICE OF MOTION &
MOTION TO FILE UNDER SEAL
LINDBERGH PORTER, Bar No. 100091
SEAN P. PIERS, Bar No.
LITTLER MENDELSON,
305607
P.C.
r:
1 Nuh n‘17, Q7313
333 Bush Street
34th Floor
" o
‘, 2111601.1 21 P .
2. 5;
J
San Francisco, CA 94104
Telephone: 415.433.1940
Fax No.: 415.399.8490 :9“ g,
\omqmmawmw
MAIKO NAKARAI—KANIVAS,
Q“
Bar No. 271710
LITTLER MENDELSON, RC.
1255 Treat Boulevard
Suite 600
Walnut Creek, CA 94597
Telephone: 925.932.2468
Fax No.: 925.946.9809
Attorneys for Defendants
SUTTER HEALTH and PALO ALTO MEDICAL
FOUNDATION
SUPERIOR COURT OF CALIFORNIA
COUNTY OF SANTA CLARA
DIANA P. BLUM, M.D.,
NN-._.._.._.._._.._.._._‘
Case No. 115CV277582
Plaintiff, MEMORANDUM OF POINTS AND
v.
AUTHORITIES [N SUPPORT OF
DEFENDANTS SUTTER HEALTH AND
PALO ALTO MEDICAL FOUNDATION ’S
SUTTER HEALTH, a Califomia
corporation;
MOTION TO FILE UNDER SEAL
PALO ALTO FOUNDATION
gagugmswoemqomauwv—o
CERTAIN EXHIBITS IN SUPPORT OF
MEDICAL GROUP, 8 California
THEIR MOTION FOR SUMMARY
corporation; PALO ALTO MEDICAL JUDGMENT OR, IN THE ALTERNATIVE,
FOUNDATION, a California corporation;
and DOES
SUMMARY ADJUDICATION
1 through 20,
[CAL RULES OF CT. 2.550 & 2.551]
Defendants.
Date: January 5, 2017
Time: 9:00 am.
Dept: 8
Complaint Filed: March 4, 2015
FAC Filed: August 7, 2015
Trial Date: TBD
man-mam.”
1 I. INTRODUCTION
2 Pursuant to California Rules of Court 2.550 and 2.551, Defendants SUTTER
3 HEALTH and PALO ALTO MEDICAL FOUNDATION (“PAMF”) hereby request that they be
4 permitted to file the following documents under seal and with the compensation terms redacted from
5 Exhibit 6.2 to the documents: (1) the 2012 Professional Services Agreement (“PSA") between
6 PAMF and Defendant Palo Alto Foundation Medical Group (“PAFMG”); and (2) the 2013 PSA
7 between PAMF and PAP MG.
8 The PSA is a business contract that is negotiated annually by the leadership of PAMF
9 and PAFMG for the provision of physician services to PAMF’S clinic patients. It is approximately
10 60 pages in length, and it contains what PAMF views and treats as confidential and proprietary
11 information which results from a significant and ongoing monetary investment. (Declaration of Raul
12 Gorospe [“Gorospe Decl."] at 1111 2-7).Due to the sensitive nature of the information, the PSAs have
13 been designated “Confidential” pursuant to the parties’ Stipulated Protective Order. (Declaration of
14 Maiko Nakarai-Kanivas [“Nakarai Decl."] at 4). They have been produced
1| in partially redacted
15 form in this litigation (with the specific compensation amounts in Exhibit 6.2 redacted) as
15 PAMF00000210-268 (2012 PSA) and SH00006026-6090 (2013 PSA). (Nakarai Decl. at 4-5).
111]
17 Sutter Health and PAMF wish to rely upon the 2012 and 2013 PSAs in support of their Motion for
18 Summary Judgment, or in the alternative, Summary Adjudication (“MSJ”), which they are filing
19 concurrently with this motion. (Nakarai Decl. at 5). The documents
11 are attached as Exhibits A
20 and B to the Declaration of Raul Gorospe in support of Sutter Health and PAMF’s MSJ.
(Id).
21 II. RELEVANT FACTS
22 A. Sutter Health And PAMF Seek To Rely On The PSAs In Their Motion For
Summary Judgment To Refute Plaintiffs Joint Venture Allegation
23
24 Plaintiff DIANA .BLUM, MD. (“"laintiff”) filed Complaint on
a March 4, 2015,
25 alleging six causes of action against Sutter Health, PAMF and PAFMG. (Nakarai Decl. at 1] 2).
26 Following a demurrer which was sustained in part with leave to amend, Plaintiff filed a First
27 Amended Complaint (“FAC”) on August 7, 2015, alleging the same causes of action. (Id.at W 2-3).
28 After another demurrer by Sutter Health and PAMF, five causes of action remain against them. (Id.
ltfii‘a'fi’iffiéafim 2.
34TH FLOOR
Case No. 115CV277582
"mam-C“ 3““
"5 133.1540 MPA ISO SUTTER HEALTH & PAMF‘S MOTION TO FILE UNDER SEAL
at 3). In addition to Plaintiff‘s direct claims against them,
1] Plaintiff seeks to hold Sutter Health and
PAMF vicariously liable on three of her causes of action alleging
by they were in a joint venture
with PAFMG. (Id.).
Concurrently with this motion, Sutter Health and PAMF will be filing an MS] which,
among other grounds, argues that the undisputed material facts establishes that Plaintiff‘s joint
venture claim fails as a matter of law. (Id. at 11 5).In support of their MSJ, Sutter Health and PAMF
submit and rely upon the 2012 and 2013 PSAs. (Id). The PSAs describe the relationship between
PAMF and PAFMG, and demonstrate that the two entities have an arms‘-1ength, contractual
relationship. (Gorospe Decl. 3). Sutter Health and PAMF therefore
11 view the documents as key to
10 addressing Plaintiff‘s joint venture claim.
11 III. LEGAL ARGUMENT
12 A. Legal Standard
l3 Under California Rule of Court 2.550(d), a court may permit a document to be filed
14 under seal if it expressly finds that: (1) there exists an overriding interest that overcomes the right of
15 public access to the record; (2) the overriding interest supports sealing the record; (3) a substantial
16 probability exists that the overriding interest will be prejudiced if the record is not sealed; (4) the
17 proposed sealing is narrowly tailored; and no
(5) less restrictive means exist to achieve the
18 overriding interest. Cal. R. Ct. 2.550(d); see also Savaglio v. Wal-Mart Stores, Inc. (2007) 149 Cal.
19 App .4th 588, 597. As discussed further below, here, all five criteria are met.
20 B. The Court Should Allow The PSAs To Be Filed Under Seal Because They
Contain Confidential And Proprietary Business Information,
21
Which Is Likely To Harm Disclosure Of
PAMF’s Business Interests
22 Courts have found that the protection of trade secrets and other confidential,
23 proprietary information is an interest that supports sealing records in a civil proceeding. See In re
24 Providian Credit Card Cases (2002) 96 Cal. App. 4th 292, 298-299. Protection of “confidential
25 matters relating to business operations" can also constitute an overriding interest. Universal City
26 Studios, Inc. v.Superior Court (2003) Cal.
110 App. 4th 1273, 1282-84, 1286; see also McGuan v.
27 Endovascular Technologies, Inc. (2010) 182 Cal. App. 4th 974, 988-89 (sealing records that
28 discussed details of defendants’ internal business methods and procedures which
min MENDELSON.
v.0.
constituted trade
SIRE
313 BUSN
3.
14TH FLOOR Case No. 115CV277582
NFMNCISOD.“ 9004
tritium MFA ISO SUTTER HEALTH & PAMF’S MOTION TO FILE
UNDER SEAL
secrets).
Here, the PSAs contain highly confidential and proprietary information which is akin
to trade secrets. The PSA is a business contract that governs the provision of physician services by
J; PAFMG to PAMF’s clinic patients. (Gorospe Decl. at 3). It isnegotiated
1i on a confidential basis
by the leadership of PAMF and PAFMG on an annual basis. (1d,). From PAMF, only the Chief
Executive Officer and Chief Financial Officer participate in the
\IOM
negotiations. (Id.). From PAFMG,
the negotiators are usually the President, the Chief Medical Officer, the Chair of the Physician
Compensation Committee, and one or two other members of PAFMG‘s Board of Directors. (Id.).
Records of the negotiations are not distributed. (Id). Once it is finalized, the PSA is maintained on
10 a confidential basis, and access is limited to high-level executives, lawyers providing advice to
ll PAMF, and those with a need to have access to assist the executives (e.g., their administrative
12 assistants) or to implement provisions of the agreement (e.g., accounting staff). (Id.at 1|4). All who
l3 are permitted access to the PSA are advised that the document is confidential and not to be
14 distributed. (1d,). For individuals who have access to the PSA for implementation purposes, their
15 access is granted on a “need to know” basis depending on the duties required of their position. (1d,).
16 The current PSA and those of some prior years are maintained electronically in a secured document
17 management system which contains legal documents, and which limits access to authorized
18 individuals. (Id.). The original of the current PSA is maintained .on a confidential basis in the office
19 of the Sutter Health Legal Department. (Id.). The maintenance of the documents on a confidential
20 basis applies to the currently-effective PSA and all prior PSAs. (Id).
21 The strict confidentiality of the PSA is consistent with industry practice. Professional
22 services agreements between healthcare foundations and medical groups in California, such as
23 PAMF and PAF MG, are maintained on a confidential basis as they embody the efforts of executives,
24 lawyers and other advisors for both parties to develop a legally compliant relationship consistent
25 with the needs of the particular parties to each agreement. (Gorospe Decl. at 1[5). The successive
26 PSAs PAMF has had with PAFMG are complex documents which result from significant
27 expenditures of executive, legal and other advisor time. (Id). PAMF is concerned about providing a
28 free template through public access to a document it c
Preview
1 LINDBERGH PORTER, Bar No. 100091 LlTTLER MENDELSON, PC. 2 333 Bush Street, 34th Floor San Francisco, CA 94104 3 Telephone: 415.433.1940 Fax No.2 415.399.8490 4 MAIKO NAKARAI-KANIVAS, Bar No. 271710 LITTLER MENDELSON, P.C. 5 1255 Treat Boulevard, Suite 600 Walnut Creek, CA 94597 6 Telephone: 925.932.2468 Fax NO.: 925.946.9809 7 Attorneys for Defendants 8 SUTTER HEALTH and PALO ALTO MEDICAL FOUNDATION MARCIE ISOM FITZSIMMONS, Bar No. 226906 10 HIEU T. WILLIAMS, Bar No. 280585 GORDON REES SCULLY MANSUKHANI, LLP 11 275 Battery Street, Suite 2000 San Francisco, CA 94111 12 Telephone: 415.986.5900 Fax No.: 415.986.8054 l3 Attorneys for Defendant PALO ALTO FOUNDATION MEDICAL GROUP l4 '5 SUPERIOR COURT OF CALIFORNIA '6 COUNTY OF SANTA CLARA ‘7 DIANA P. BLUM, M.D., Case No. 115CV277582 ‘8 Plaintiff, DECLARATION OF MAIKO NAKARAI- '9 KANIVAS IN SUPPORT OF v. DEFENDANTS’ JOINT MOTION TO SEAL 20 CERTAIN DOCUMENTS ON PLAINTIFF'S SUTTER HEALTH, a Califomia EXHIBIT LIST 21 corporation; PALO ALTO FOUNDATION MEDICAL GROUP, a California Trial Date: January 8, 2018 22 corporation; PALO ALTO MEDICAL Time: 8:45 am. FOUNDATION, a California corporation; and DOES 1 through 20, Complaint Filed: March 4, 2015 23 FAC Filed: August 7, 2015 Defendants. 24 25 26 27 28 “"§§§é‘f&°§5§??i” Case No. 1|5CV277582 34m FLOOR 9““ S‘N‘R‘NC‘SCO 9" NAKARAI DECL. ISO DEFS‘ JOINT MOTION TO SEAL CERTAIN DOCUMENTS ON PLTF‘S EXHIBIT LIST M5 433 ‘940 1,MAIKO NAKARAI-KANIVAS. declare: I. I am a Shareholder with the law firm of Littler Mendelson, P.C., counsel for Defendants Sutter Health and Palo Alto Medical Foundation (“PAMF”) in this action. I am licensed to practice law in the State of California and appear in the above—captioned matter. All of the information set forth herein is based upon my personal and firsthand knowledge, or from review of the file of this matter in the regular course of representing my clients. If called and sworn as a witness, I could and would competently testify hereto. 2. On January 5, 2017, the Court granted Sutter Health and PAMF’s motion to file under seal the 2012 and 2013 Professional Services Agreements (“PSAs”) between PAMF and 10 the Palo Alto Foundation Medical Group (the "Physician Group”) on the ground that the documents ll contained confidential and proprietary information, disclosure of which could cause financial and 12 competitive injury. A true and correct copy of the Court’s January 5, 2017 Order isattached hereto 13 as Exhibit A and incorporated by reference herein. A true and correct copy of Sutter Health and 14 PAMF’s motion and supporting declarations are attached hereto as Exhibit B and incorporated by 15 reference herein. 16 3. On February 23, 2017, the Court granted Sutter Health and PAMF’s motion to I7 file under seal certain documents submitted in support of Plaintiff‘s oppositions to Defendants’ 18 dispositive motions, including the Sutter Medical Network Participation Agreement, the PSAs I9 between PAMF and the Physician Group, and the third party payor contracts, on the grounds that 20 these documents contained confidential and proprietary information, disclosure of which could cause 21 financial and competitive injury. A true and correct copy ofthe Court’s February 23, 2017 Order is 22 attached hereto as Exhibit C and incorporated by reference herein. A true and correct copy of Sutter 23 Health and PAMF’s motion and supporting declarations are attached hereto as Exhibit D and 24 incorporated by reference herein. 25 4. On April 3, 2017, the Court entered the Amended Stipulated Protective Order, 26 which is attached hereto as Exhibit E, and incorporated by reference herein. 27 5. Plaintiff served her trial exhibit list on January 5, 2018. The exhibit list 28 contained several documents that had been designated “Confidential” by Defendants. Plaintiff did timER MENBELSON P C 333 BUSH STREET 2~ Case No. IISCV277582 14w FLOOR NAKARAI DECL, ISO DEFS' JOINT MOTION TO SEAL CERTAIN DOCUMENTS ON PLTF’S EXHIBIT LIST SAN FRANCISCO CA 9:104 “5‘33 mo not provide prior notice of her intent to use those Confidential documents at trial. 6. Plaintiff‘s Exhibit 83, which is a list of 1,132 patient names, was designated “Highly Confidential” pursuant to the Parties” Stipulated Protective Order when it was produced, and has been treated as such throughout the litigation. Because revealing the identities of these patients would necessarily reveal that they were neurology patients, public disclosure of the list would infringe upon third party privacy rights. including the right to privacy in one’s medical information. Protecting these third party privacy rights is an overriding interest that overcomes the right of public access to the document, and that supports sealing the document if itis admitted into evidence. If the patient listis not sealed, there is a significant risk that the patients’ privacy rights will be infringed upon. 7. Plaintiff's Exhibit 97, which is a Physician Administrative Services Agreement. was designated “Confidential” pursuant to the Parties” Stipulated Protective Order when it was produced, and has been treated as such throughout the litigation. Public disclosure of this business contract, which governs the provision of administrative services by a Physician Group employee to the Sutter Medical Network, and which contains confidential and proprietary information, is likely to harm Defendants' business and competitive interests. 8. Defendants have reviewed all of the confidential documents listed on Plaintiffs exhibit list, and are requesting to seal only the ones identified in their motion because of their particularly confidential and sensitive nature. Because the documents Defendants seek to have sealed are multi-page documents that contain confidential information throughout them, I am not aware ofa way to partially seal the documents via redactions. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed this 7th day of January, 2018 at Walnut Creek, California. %% MAIKO NAKARAI-KANIVAS Firmwtde”2145324 |061598 [049 28 UIILER MENoEtSON P C 133 ausn SWEEV 1 Case No. |ISCV277582 34w FLOOR mmosco CA sum SAN NAKARAI DECL. ISO DEFS’ JOINT MOTION TO SEAL CERTAIN DOCUMENTS ON PLTF’S EXHIBIT LIST n5 A13 t9“! EXHIBIT A LINDBERGH PORTER, Bar No. 100091 _ . _ SEAN P. PIERS, Bar No. 305607 ENBEERSED LITTLER MENDELSON. PC. 333 Bush Street 34th Floor 1011 JAN -5 P 2 0‘! San Francisco, CA 94104 Telephone: 415.433.1940 CLERK FTHE 0 RT Fax No.: 415.399.8490 SUPE 1 COUR CA COUN O smut%5"”LIIRY MAIKO NAKARAI—KANIVAS, BarNo. 271710 Loéx,‘ . LITTLER MENDELSON, PC. JELACRU?' 1255 Treat Boulevard Suite 600 Walnut Creek, CA 94597 Telephone: 925.932.2468 Fax No.: 925.946.9809 9 Attorneys for Defendants 10 SUTTER HEALTH and PALO ALTO MEDICAL FOUNDATION 11 12 SUPERIOR COURT OF CALIFORNIA 13 COUNTY OF SANTA CLARA 14 DIANA P. BLUM, M.D., Case No. 115CV277582 15 Plaintiff, WWWER DEFENDAN TS GRANTING SUTTER HEALTH AND 16 v. PALO ALTO MEDICAL FOUNDATION’S MOTION TO FILE UNDER SEAL 17 SUTTER HEALTH, a California CERTAIN EXHIBITS IN SUPPORT OF corporation; PALO ALTO FOUNDATION THEIR MOTION FOR SUMMARY 18 MEDICAL GROUP, a California JUDGMENT OR, IN THE ALTERNATIVE, corporation; PALO ALTO MEDICAL SUMMARY ADJUDICATION 19 FOUNDATION, a California corporation; and DOES 1 through 20, [CAL. RULES OF CT. 2.550 & 2.551] 20 Defendants. Date: January 5, 2017 21 Time: 9:00 am. Dept: 8 22 Complaint Filed: March 4, 2015 23 FAC Filed: August 7, 2015 24 Trial Date: TBD 25 26 27 28 PC. .JTTLER MENDELSON. 5mm 1.1: BVSH WM FLoo'I mscc .AN 01503 CAsum 1840 [WORDER GRANTING SUTTER IIEALTII & PAMF’S MOTION TO FILE UNDER SEAL Defendants SUTTER HEALTH and PALO ALTO MEDICAL FOUNDATION’S is) (“PAMF") motion to file under seal certain exhibits in support of their motion for summary judgment 6%, in the altemativessummary adjudication (“Motion to Seal”), came on regularly for hearing on January 5, 2017, at 9:00 am, in Department 8 of the above—entitled Court, the Honorable 1‘ Maureen Folan presiding. Having read and considered all papers submitted, and having heard and considered the oral arguments of counsel, and good cause appearing therefor, IT IS HEREBY ORDERED that Sutter Health and PAMF’s Motion to Seal is GRANTED. Because the 2012 and 2013 Professional Services Agreements (“PSAs”) between 10 PAMF and Defendant Palo Alto Foundation Medical Group (“PAFMG”) contain confidential and 11 proprietary information regarding PAMF and PAFMG which is not available to the public, including 12 but not limited to the terms of the compensation structure, and disclosure of the information could 13 cause financial and competitive injury to PAMF, the Court finds that there is an overriding interest 14 that overcomes the right of public access to the documents, that the interest supports sealing the 15 record, and that there isa substantial probability that the overriding interest will be prejudiced if the 16 PSAs are not scaled. Moreover, the Court finds that the proposed scaling is narrowly tailored, as 17 Sutter Health and PAMF only seek to seal the 2012 and 2013 PSAs, and that there is no less 18 restrictive means to protect PAMF’s confidentiality interests. The 2012 and 2013 PSAs, which are 19 attached as Exhibits A and B to the Declaration of Raul Gorospe in support of Sutter Health and 20 PAMF’S Motion for Summary Judgment, or in the alternative, Summary Adjudication, shall be filed 21 under seal and with the monetary terms redacted from Exhibit 6.2, and kept confidential from public 22 View. No other records relating to the case are to be sealed, only the d to i2;authori Mild 23 inspect the sealed record flufiigl W547 Cdodmfllww fill«g Ct C034 01141035; 24 25 26 IT IS Dated: so ORDERED i ‘/ 5 ,201‘?’ // /L/ HON MAUREEZN FOLIXN Judge fthe Superior Court 27 28 Finnwidei CUZZSIEJ 061598.|019 units MEADELSON, Fc )3: Bus» SWEET 2, Case No. 115CV277582 )‘VH FLOOR 5m ramclsco. CAgum mmmo [PROPOSED] ORDER GRANTING SUTl‘ER HEALTH & PAMF’S MOTION TO FILE UNDER SEAL SUPERIOR COURT OF CALIF 0 COUNTY OF SANTA CLARflgé’gegD DOWNTOWN COURTHOUSE 19x NORTH FIRST SrREEr SANJOSECAUFORNIA 95113 CIVIL DIVISION 10” JAN -5 P 2: 09 01 K F THE 8" cou RT January 05, 2017 {Plfikfigflgx €996 Lindbergh Porter Jr. 333 Bush 3: WIT!) CRUZ UTY Floor 34 San Francisco CA 94104 RE: D. Blum vs Sutter Health, at al Case Number: 2015-1-CV-277582 PROOF OF SERVICE Order Re: MOtion to File Under Sear Certain Exhibits in support of their Motion for Summary Judgment was delivered to the parties listed below the above entitled case as set forth in the sworn declaration below. If you. a party representedby you.or awitness to be called on behall of that need an accommodatlon party under the Americanwith Disabilities Act.please contactthe Court Administrator's office at (408)882-2700. or use the Court's TDD line (408) 882-2690 orthe Voice/TDD California Relay Service (800) 735-2922. DECLARATION OF SERVICE BY MAIL: l declare that I served this notice by enclosing a true copy in a sealed envelope. addressed to each person whose name is shown below. and by depositing the envelope with postage fully prepaid. in the United States Mall at San Jose. CA on January 05. 2017. CLERK OF THE COURT. by Lorna Dela Cruz. Deputy, cc: Christine A Lawler 275 Battery StreetSuite 2000 San Francisco CA 94111 Theresa J Barta 5160 Campus Dr Newport Beach CA 92660 cw-9027 REV 12/03/16 PROOF OF SERVICE ‘ EXHIBIT B LINDBERGH PORTER, SEAN P. Bar No. 100091 TINT ' Dr 51.?CF“ PIERS, Bar No. 305607 ' LITTLER MENDELSON, P.C. _ 333 Bush Street 2016 SCI 21 P 2‘ 5 ‘ 34th Floor ' San Francisco, CA 94104 Telephone: 415.433.1940 Fax No.: 415.399.8490 MAIKO NAKARAI-KANIVAS, Bar No. 271710 LITTLER MENDELSON, PC. 1255 Treat Boulevard Suite 600 Walnut Creek, CA 94597 Telephone: 925.932.2468 Fax No.: 925.946.9809 Attorneys for Defendants SU'ITER HEALTH and PALO ALTO MEDICAL FOUNDATION SUPERIOR COURT OF CALIFORNIA COUNTY OF SANTA CLARA DIANA P. BLUM, M.D., Case No. 115CV277582 Plaintiff, DEFENDANTS SUTTER HEALTH AND PALO ALTO MEDICAL FOUNDATION ’S v. NOTICE OF MOTION AND MOTION TO FILE UNDER SEAL CERTAIN SUTTER HEALTH, a California DOCUMENTS IN SUPPORT OF THEIR corporation; PALO ALTO FOUNDATION MOTION FOR SUMMARY JUDGMENT MEDICAL GROUP, 3 California OR, IN THE ALTERNATIVE, SUMMARY corporation; PALO ALTO MEDICAL ADJUDICATION FOUNDATION, a California corporation; and DOES 1 through 20, (CAL. RULES OF CT. 2.550 & 2.551] Defendants. Date: January 5, 2017 Time: 9:00 am. Dept: 8 Complaint Filed: March 4, 2015 FAC Filed: August 7, 2015 Trial Date: TBD TO ALL PARTIES AND THEIR ATTORNEYS OF RECORD: PLEASE TAKE NOTICE that on January 5, 2017, at 9:00 a.m., or as soon thereafter DJ as the matter may be heard in Department of the 8 above-entitled Court, located at 191 North First Street, San Jose, CA 95113, Defendants SUTTER HEALTH and PALO ALTO MEDICAL FOUNDATION (“PAMF”) will, and hereby do, move this Court for an Order sealing certain documents submitted in support of Sutter Health and PAMF’s Motion for Summary Judgment, or in OO\IO\ the alternative, Summary Adjudication, with compensation terms redacted. This motion is made pursuant to California Rules of Court 2.550 and 2.551 on the ground that the documents contain confidential and proprietary business information akin to trade secrets, and permitting public access 10 to them is likely to harm PAMF’s business interests. 11 This motion is based upon this Notice of Motion and Motion, the Memorandum of 12 Points and Authorities, the Declarations of Raul Gorospe and Maiko Nakarai-Kanivas, and all 13 pleadings, records and papers on file in this matter, and on such additional evidence and oral 14 argument as may be presented at the hearing on this motion. 15 Dated: October 21, 2016 16 17 1s LIND'BERGH PORTER 19 MAIKO NAKARAI-KANTVAS LITTLER MENDELSON, PC. 20 Attorneys for Defendants SUTTER HEALTH and PALO ALTO 21 MEDICAL FOUNDATION j 22 i Firmwide:l43389719.l 06l598.|049 23 24 25 26 27 28 TIER WNDESON, F I: 333 HUSH STREEY 2_ Case No. 115CV277582 415m mo SUTTER HEALTH & PAMF‘S NOTICE OF MOTION & MOTION TO FILE UNDER SEAL LINDBERGH PORTER, Bar No. 100091 SEAN P. PIERS, Bar No. LITTLER MENDELSON, 305607 P.C. r: 1 Nuh n‘17, Q7313 333 Bush Street 34th Floor " o ‘, 2111601.1 21 P . 2. 5; J San Francisco, CA 94104 Telephone: 415.433.1940 Fax No.: 415.399.8490 :9“ g, \omqmmawmw MAIKO NAKARAI—KANIVAS, Q“ Bar No. 271710 LITTLER MENDELSON, RC. 1255 Treat Boulevard Suite 600 Walnut Creek, CA 94597 Telephone: 925.932.2468 Fax No.: 925.946.9809 Attorneys for Defendants SUTTER HEALTH and PALO ALTO MEDICAL FOUNDATION SUPERIOR COURT OF CALIFORNIA COUNTY OF SANTA CLARA DIANA P. BLUM, M.D., NN-._.._.._.._._.._.._._‘ Case No. 115CV277582 Plaintiff, MEMORANDUM OF POINTS AND v. AUTHORITIES [N SUPPORT OF DEFENDANTS SUTTER HEALTH AND PALO ALTO MEDICAL FOUNDATION ’S SUTTER HEALTH, a Califomia corporation; MOTION TO FILE UNDER SEAL PALO ALTO FOUNDATION gagugmswoemqomauwv—o CERTAIN EXHIBITS IN SUPPORT OF MEDICAL GROUP, 8 California THEIR MOTION FOR SUMMARY corporation; PALO ALTO MEDICAL JUDGMENT OR, IN THE ALTERNATIVE, FOUNDATION, a California corporation; and DOES SUMMARY ADJUDICATION 1 through 20, [CAL RULES OF CT. 2.550 & 2.551] Defendants. Date: January 5, 2017 Time: 9:00 am. Dept: 8 Complaint Filed: March 4, 2015 FAC Filed: August 7, 2015 Trial Date: TBD man-mam.” 1 I. INTRODUCTION 2 Pursuant to California Rules of Court 2.550 and 2.551, Defendants SUTTER 3 HEALTH and PALO ALTO MEDICAL FOUNDATION (“PAMF”) hereby request that they be 4 permitted to file the following documents under seal and with the compensation terms redacted from 5 Exhibit 6.2 to the documents: (1) the 2012 Professional Services Agreement (“PSA") between 6 PAMF and Defendant Palo Alto Foundation Medical Group (“PAFMG”); and (2) the 2013 PSA 7 between PAMF and PAP MG. 8 The PSA is a business contract that is negotiated annually by the leadership of PAMF 9 and PAFMG for the provision of physician services to PAMF’S clinic patients. It is approximately 10 60 pages in length, and it contains what PAMF views and treats as confidential and proprietary 11 information which results from a significant and ongoing monetary investment. (Declaration of Raul 12 Gorospe [“Gorospe Decl."] at 1111 2-7).Due to the sensitive nature of the information, the PSAs have 13 been designated “Confidential” pursuant to the parties’ Stipulated Protective Order. (Declaration of 14 Maiko Nakarai-Kanivas [“Nakarai Decl."] at 4). They have been produced 1| in partially redacted 15 form in this litigation (with the specific compensation amounts in Exhibit 6.2 redacted) as 15 PAMF00000210-268 (2012 PSA) and SH00006026-6090 (2013 PSA). (Nakarai Decl. at 4-5). 111] 17 Sutter Health and PAMF wish to rely upon the 2012 and 2013 PSAs in support of their Motion for 18 Summary Judgment, or in the alternative, Summary Adjudication (“MSJ”), which they are filing 19 concurrently with this motion. (Nakarai Decl. at 5). The documents 11 are attached as Exhibits A 20 and B to the Declaration of Raul Gorospe in support of Sutter Health and PAMF’s MSJ. (Id). 21 II. RELEVANT FACTS 22 A. Sutter Health And PAMF Seek To Rely On The PSAs In Their Motion For Summary Judgment To Refute Plaintiffs Joint Venture Allegation 23 24 Plaintiff DIANA .BLUM, MD. (“"laintiff”) filed Complaint on a March 4, 2015, 25 alleging six causes of action against Sutter Health, PAMF and PAFMG. (Nakarai Decl. at 1] 2). 26 Following a demurrer which was sustained in part with leave to amend, Plaintiff filed a First 27 Amended Complaint (“FAC”) on August 7, 2015, alleging the same causes of action. (Id.at W 2-3). 28 After another demurrer by Sutter Health and PAMF, five causes of action remain against them. (Id. ltfii‘a'fi’iffiéafim 2. 34TH FLOOR Case No. 115CV277582 "mam-C“ 3““ "5 133.1540 MPA ISO SUTTER HEALTH & PAMF‘S MOTION TO FILE UNDER SEAL at 3). In addition to Plaintiff‘s direct claims against them, 1] Plaintiff seeks to hold Sutter Health and PAMF vicariously liable on three of her causes of action alleging by they were in a joint venture with PAFMG. (Id.). Concurrently with this motion, Sutter Health and PAMF will be filing an MS] which, among other grounds, argues that the undisputed material facts establishes that Plaintiff‘s joint venture claim fails as a matter of law. (Id. at 11 5).In support of their MSJ, Sutter Health and PAMF submit and rely upon the 2012 and 2013 PSAs. (Id). The PSAs describe the relationship between PAMF and PAFMG, and demonstrate that the two entities have an arms‘-1ength, contractual relationship. (Gorospe Decl. 3). Sutter Health and PAMF therefore 11 view the documents as key to 10 addressing Plaintiff‘s joint venture claim. 11 III. LEGAL ARGUMENT 12 A. Legal Standard l3 Under California Rule of Court 2.550(d), a court may permit a document to be filed 14 under seal if it expressly finds that: (1) there exists an overriding interest that overcomes the right of 15 public access to the record; (2) the overriding interest supports sealing the record; (3) a substantial 16 probability exists that the overriding interest will be prejudiced if the record is not sealed; (4) the 17 proposed sealing is narrowly tailored; and no (5) less restrictive means exist to achieve the 18 overriding interest. Cal. R. Ct. 2.550(d); see also Savaglio v. Wal-Mart Stores, Inc. (2007) 149 Cal. 19 App .4th 588, 597. As discussed further below, here, all five criteria are met. 20 B. The Court Should Allow The PSAs To Be Filed Under Seal Because They Contain Confidential And Proprietary Business Information, 21 Which Is Likely To Harm Disclosure Of PAMF’s Business Interests 22 Courts have found that the protection of trade secrets and other confidential, 23 proprietary information is an interest that supports sealing records in a civil proceeding. See In re 24 Providian Credit Card Cases (2002) 96 Cal. App. 4th 292, 298-299. Protection of “confidential 25 matters relating to business operations" can also constitute an overriding interest. Universal City 26 Studios, Inc. v.Superior Court (2003) Cal. 110 App. 4th 1273, 1282-84, 1286; see also McGuan v. 27 Endovascular Technologies, Inc. (2010) 182 Cal. App. 4th 974, 988-89 (sealing records that 28 discussed details of defendants’ internal business methods and procedures which min MENDELSON. v.0. constituted trade SIRE 313 BUSN 3. 14TH FLOOR Case No. 115CV277582 NFMNCISOD.“ 9004 tritium MFA ISO SUTTER HEALTH & PAMF’S MOTION TO FILE UNDER SEAL secrets). Here, the PSAs contain highly confidential and proprietary information which is akin to trade secrets. The PSA is a business contract that governs the provision of physician services by J; PAFMG to PAMF’s clinic patients. (Gorospe Decl. at 3). It isnegotiated 1i on a confidential basis by the leadership of PAMF and PAFMG on an annual basis. (1d,). From PAMF, only the Chief Executive Officer and Chief Financial Officer participate in the \IOM negotiations. (Id.). From PAFMG, the negotiators are usually the President, the Chief Medical Officer, the Chair of the Physician Compensation Committee, and one or two other members of PAFMG‘s Board of Directors. (Id.). Records of the negotiations are not distributed. (Id). Once it is finalized, the PSA is maintained on 10 a confidential basis, and access is limited to high-level executives, lawyers providing advice to ll PAMF, and those with a need to have access to assist the executives (e.g., their administrative 12 assistants) or to implement provisions of the agreement (e.g., accounting staff). (Id.at 1|4). All who l3 are permitted access to the PSA are advised that the document is confidential and not to be 14 distributed. (1d,). For individuals who have access to the PSA for implementation purposes, their 15 access is granted on a “need to know” basis depending on the duties required of their position. (1d,). 16 The current PSA and those of some prior years are maintained electronically in a secured document 17 management system which contains legal documents, and which limits access to authorized 18 individuals. (Id.). The original of the current PSA is maintained .on a confidential basis in the office 19 of the Sutter Health Legal Department. (Id.). The maintenance of the documents on a confidential 20 basis applies to the currently-effective PSA and all prior PSAs. (Id). 21 The strict confidentiality of the PSA is consistent with industry practice. Professional 22 services agreements between healthcare foundations and medical groups in California, such as 23 PAMF and PAF MG, are maintained on a confidential basis as they embody the efforts of executives, 24 lawyers and other advisors for both parties to develop a legally compliant relationship consistent 25 with the needs of the particular parties to each agreement. (Gorospe Decl. at 1[5). The successive 26 PSAs PAMF has had with PAFMG are complex documents which result from significant 27 expenditures of executive, legal and other advisor time. (Id). PAMF is concerned about providing a 28 free template through public access to a document it c