AGREEMENT BETWEEN THE COUNTY OF SAN MATEO AND
DENNIS ISRAELSKI, M.D.

 
 

THIS AGREEMENT, entered into this __________ day of _______________________, 2002, by and between the COUNTY OF SAN MATEO, hereinafter called "County," and DENNIS ISRAELSKI, M.D., hereinafter called "Contractor";

 

W I T N E S S E T H:

 

WHEREAS, it is necessary and desirable that Contractor be retained for the purpose of performing the professional services hereinafter described for the San Mateo Medical Center, Department of Hospital and Clinics; and

 

WHEREAS, pursuant to Government Code, Section 31000, County may contract with independent contractors for the furnishing of such services to or for County or any Department thereof;

 
 

NOW, THEREFORE, IT IS HEREBY AGREED BY THE PARTIES HERETO AS FOLLOWS:

 

1.

Services to be performed by Contractor.

In consideration of the payments hereinafter set forth, Contractor, under the general direction of the Chief Executive Officer of San Mateo Medical Center, or her designee, with respect to the product or result of Contractor's services, shall conduct Federal and State sponsored clinical research studies for the San Mateo Medical Center, provide medical direction services at the AIDS Program, and provide physician consultation and referral services for jail medical staff in Correctional Health as described in Schedule A, attached hereto and incorporated by reference herein. Such services shall be provided in a professional and diligent manner.

 

2.

Payments.

 
 

A.

Maximum Amount. In full consideration of Contractor's performance of the services described in Schedule A, the amount that County shall be obligated to pay for services rendered under this Agreement shall not exceed SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000) for the contract term.

 
 

B.

Rate of Payment. The rate and terms of payment shall be as specified in Schedule B, attached hereto and incorporated herein. Any rate increase is subject to the approval of the Chief Executive Officer of San Mateo Medical Center or her designee, and shall not be binding on County unless so approved in writing. In no event may the rates established in Schedule B be increased to the extent that the maximum County obligation shall exceed the total specified in paragraph 2A above. Each payment shall be conditioned on the performance of the services described in Schedule A to the full satisfaction of the Chief Executive Officer of San Mateo Medical Center or her designee.

 
 

C.

Time Limit for Submitting Invoices. Contractor shall submit an invoice for services to County for payment in accordance with the provisions of Schedule B. County shall not be obligated to pay Contractor for the services covered by any invoice if Contractor presents the invoice to County more than one hundred eighty (180) days after the date Contractor renders the services, or more than ninety (90) days after this Agreement terminates, whichever is earlier.

 

3.

Relationship of Parties.

It is expressly understood that this is an agreement between two (2) independent contractors and that no agency, employee, partnership, joint venture or other relationship is established by this Agreement. The intent by both County and Contractor is to create an independent contractor relationship. Contractor expressly acknowledges and accepts his/her tax status and the tax consequences of an independent contractor. Further, as an independent contractor, Contractor expressly acknowledges and accepts that he/she has no rights, benefits, privileges and/or claims in any form whatsoever under, from, through and/or pursuant to the San Mateo County Civil Service Rules.

 

4.

Hold Harmless.

Contractor shall indemnify and save harmless County, its officers, agents, employees, and servants from all claims, suits, or actions of every name, kind and description, brought for, or on account of: (A) injuries to or death of any person, including Contractor, or (B) damage to any property of any kind whatsoever and to whomsoever belonging, or (C) any failure to withhold and/or pay to the government income and/or employment taxes from earnings under this Agreement, or (D) any other loss or cost, including but not limited to that caused by the concurrent active or passive negligence of County, its officers, agents, employees, or servants, resulting from the performance of any work required of Contractor or payments made pursuant to this Agreement, provided that this shall not apply to injuries or damage for which County has been found in a court of competent jurisdiction to be solely liable by reason of its own negligence or willful misconduct.

The duty of Contractor to indemnify and save harmless as set forth herein, shall include the duty to defend as set forth in Section 2778 of the California Civil Code.

 

5.

Insurance.

Contractor shall not commence work under this Agreement until all insurance required under this section has been obtained and such insurance has been approved by the Chief Executive Officer of San Mateo Medical Center. Contractor shall furnish the Department of Hospital and Clinics with Certificates of Insurance evidencing the required coverage and there shall be a specific contractual liability endorsement extending Contractor's coverage to include the contractual liability assumed by Contractor pursuant to this Agreement. These Certificates shall specify or be endorsed to provide that thirty (30) days' notice must be given, in writing, to the Department of Hospital and Clinics of any pending change in the limits of liability or of any cancellation or modification of the policy.

 

In the event of the breach of any provision of this section, or in the event any notice is received which indicates any required insurance coverage will be diminished or canceled, County at its option, may, notwithstanding any other provision of this Agreement to the contrary, immediately declare a material breach of this Agreement and suspend all further work pursuant to this Agreement.

 
 

A.

Workers' Compensation and Employer Liability Insurance. Contractor shall have in effect during the entire life of this Agreement, Workers' Compensation and Employer Liability Insurance providing full statutory coverage. In signing this Agreement, Contractor makes the following certification, required by Section 1861 of the California Labor Code:

 
 

I am aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of the Code, and I will comply with such provisions before commencing the performance of the work of this Agreement.

 
 
 

B.

Liability Insurance. Contractor shall take out and maintain during the life of this Agreement such Bodily Injury Liability and Property Damage Liability Insurance as shall protect him while performing work covered by this Agreement from any and all claims for damages for bodily injury, including accidental death, as well as any and all claims for property damage which may arise from Contractor's operations under this Agreement, whether such operations be by himself or by any subcontractor or by anyone directly or indirectly employed by either of them. Such insurance shall be combined single limit bodily injury and property damage for each occurrence and shall not be less than the amounts specified below.

   
 

Such insurance shall include:

 

(a)

Comprehensive General Liability . . . . . . . . . . . . . . . . . . .

$ -0-

 

(b)

Motor Vehicle Liability Insurance . . . . . . . . . . . . . . . . . . .

$ -0-

 

(c)

Professional Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,000,000

 

If this Agreement remains in effect more than one (1) year from the date of its original execution, County may, at its sole discretion, require an increase in the amount of liability insurance to the level then customary in similar County agreements by giving sixty (60) days' notice to Contractor.

 

County and its officers, agents, employees and servants shall be named as additional insured on any such policies of insurance, which shall also contain a provision that the insurance afforded thereby to County, its officers, agents, employees, and servants shall be primary insurance to the full limits of liability of the policy, and that if County or its officers and employees have other insurance against the loss covered by such a policy, such other insurance shall be excess insurance only. Said certificate(s) of insurance is (are) attached hereto and incorporated by reference herein as Attachment II (and III).

 

6.

Non-Discrimination.

Contractor shall comply with the non-discrimination requirements described in Schedule C, which is attached hereto, and incorporated herein.

 

Contractor shall comply with County admission and treatment policies which shall provide that patients are accepted for care without discrimination on the basis of race, color, religion, sex, sexual orientation, national origin, age, handicap, or political affiliation.

 

Violation of the non-discrimination provisions of this Agreement shall be considered a breach of this Agreement and subject Contractor to penalties, to be determined by the County Manager, including, but not limited to:

 

i)

termination of this Agreement;

 

ii)

disqualification of Contractor from bidding on or being awarded a County contract for a period of up to three (3) years;

 

iii)

liquidated damages of TWO THOUSAND FIVE HUNDRED DOLLARS ($2,500) per violation;

 

iv)

imposition of other appropriate contractual and civil remedies and sanctions, as determined by the County Manager.

 

To effectuate the provisions of this paragraph, the County Manager shall have the authority to:

 

i)

examine Contractor's employment records with respect to compliance with this paragraph;

 

ii)

set off all or any portion of the amount described in this paragraph against amounts due to Contractor under the Contract or any other contractor between Contractor and County.

 
 

Contractor shall report to the County Manager the filing by any person in any court of any complaint of discrimination or the filing by any person of any and all charges with the Equal Employment Opportunity Commission, the Fair Employment and Housing Commission or any other entity charged with the investigation of allegations within thirty (30) days of such filing, provided that within such thirty (30) days such entity has not notified Contractor that such charges are dismissed or otherwise unfounded. Such notification shall include the name of the complainant, a copy of such complaint, and a description of the circumstance. Contractor shall provide County with a copy of its response to the complaint when filed.

 

With respect to the provision of employee benefits, Contractor shall comply with the County Ordinance which prohibits contractors from discriminating in the provision of employee benefits between an employee with a domestic partner and an employee with a spouse.

 

7.

Assignments and Subcontracts.

 
 

A.

Without the written consent of the Chief Executive Officer of San Mateo Medical Center or her designee, this Agreement is not assignable in whole or in part. Any assignment by Contractor without the written consent of the Chief Executive Officer of San Mateo Medical Center or her designee is a breach of this Agreement and shall automatically terminate this Agreement.

 
 

B.

Contractor shall not employ subcontractors or consultants to carry out the responsibilities undertaken pursuant to this contract without the written consent of the Chief Executive Officer of San Mateo Medical Center or her designee.

 
 

C.

All assignees, subcontractors, or consultants approved by the Chief Executive Officer of San Mateo Medical Center or her designee shall be subject to the same terms and conditions applicable to Contractor under this Agreement, and Contractor shall be liable for the assignee's, subcontractor's or consultant's acts and/or omissions.

 
 

D.

All agreements between Contractor and subcontractor and/or assignee for services pursuant to this Agreement shall be in writing and shall be provided to County.

 

8.

Amendment of Agreement.

This Agreement is complete and contains all the terms and conditions agreed upon by the parties. No amendment shall be valid unless made in writing and signed by the parties hereto, and no oral understanding or agreement shall be binding on the parties hereto.

 

9.

Records.

 
 

A.

Contractor agrees to provide to County, to any federal or state department having monitoring or reviewing authority, to County's authorized representatives and/or their appropriate audit agencies upon reasonable notice, access to and the right to examine and audit all records and documents necessary to determine compliance with relevant federal, state, and local statutes, rules and regulations, and this Agreement, and to evaluate the quality, appropriateness and timeliness of services performed.

 
 

B.

Contractor shall maintain and preserve all financial records relating to this Agreement for a period of four (4) years from the termination date of this Agreement, or until audit findings are resolved, whichever is greater.

 

10.

Compliance with Applicable Laws.

 

All services to be performed by Contractor pursuant to this Agreement shall be performed in accordance with all applicable federal, state, county, and municipal laws, including, but not limited to, the Americans with Disabilities Act of 1990, as amended, and Section 504 of the Rehabilitation Act of 1973, as amended and attached hereto and incorporated by reference herein as Attachment I, which prohibits discrimination on the basis of handicap in programs and activities receiving any federal or county financial assistance. Such services shall also be performed in accordance with all applicable ordinances and regulations, including, but not limited to, appropriate licensure, certification regulations, provisions pertaining to confidentiality of records, and applicable quality assurance regulations.

 

11.

Interpretation and Enforcement.

 
 

A.

Any notice, request, demand or other communication required or permitted hereunder shall be deemed to be properly given when deposited in the United States mail, postage prepaid, or when deposited with a public telegraph company for transmittal, charges prepaid, addressed:

 
 

1)

In the case of County, to:

San Mateo Medical Center
222 West 39th Avenue
San Mateo, CA 94403
Attn: Hospital and Clinics Administration

or to such person or address as County may, from time to time furnish to Contractor.

 

2)

In the case of Contractor, to:

Dennis Israelski, M.D.
857 Durlston Rd
Redwood City, CA 94062

 
 

B.

Controlling Law. The validity of this Agreement and of its terms or provisions, as well as the rights and duties of the parties hereunder, the interpretation and performance of this Agreement shall be governed by the laws of the State of California.

 

12.

Term of the Agreement.

Subject to compliance with the terms and conditions of this Agreement, the term of this Agreement shall be from January 1, 2003 through December 31, 2005. This Agreement may be terminated by Contractor, Chief Executive Officer of San Mateo Medical Center or her designee at any time upon thirty (30) days' written notice to the other party.

 
 

IN WITNESS WHEREOF, the parties hereto, by their duly authorized representatives, have affixed their hands.

 
 

COUNTY OF SAN MATEO

DENNIS ISRAELSKI, M.D.

 
 
 

By:

By:

Jerry Hill, President

Board of Supervisors, San Mateo County

 
 
 

Date:

Date:

 
 

ATTEST:

 
 
 

By:

Clerk of Said Board

 
 

Date:

 

Schedule "A"

 

In consideration of the payments set forth in Schedule "B", Contractor shall provide the following services:

 

A.

DEPARTMENT OF HOSPITAL & CLINICS

 
 

1.

Chief Research Officer

 
   

a.

Develop and manage administrative infrastructure in order to establish a productive unit for important and original research consistent with the mission of the health department.

 
   

b.

Bring consensus to San Mateo County with regard to scope of the research effort.

 
   

c.

Chair/research committee: address related issues with administration and medical staff

e.g., ethics, intellectual propriety, IRB.

 
   

d.

Network with local, state, federal and international institutions in ways consistent with the

Health Department's interest vis a vis research, to develop strategic plan.

 
   

e.

Oversee research proposals to the federal, state, and industrial institutions.

 
 

2.

Chief of ID/AIDS MEDICINE

 
   

a.

Develop and manage administrative infrastructure in order to establish and maintain a
section in ID and HIV medicine which includes elements of high quality care, education,
and research.

 
   

b.

Monitor the care of all AIDS patients admitted for inpatient care.

 
   

c.

Direct the primary HIV - care delivered in the County system through development of
guidelines and targetted focus on outcomes of clinical progression, adherence virologic
suppression, antiretroviral treatment of patients followed within the clinic system.

 
   

d.

Provide on-site clinical supervision for MD trainees and mid level practitioners.

 
   

e.

Serve as chair of the AIDS Program Quality Improvement Committee.

 
   

f.

Provide inservice education and training of HIV/AIDS medical topics for AIDS Program
staff, especially AHPs.

 
   

g.

Develop and supervise HIV/AIDS research proposals and implementation of clinical trials.

 
   

h.

Provide off-site consultation and referral services for jail medical staff in Correctional
Health. These services will consist of the provision of HIV/AIDS consultation services at
the jail medical facility to teach and assist jail medical staff with patient assessment and
treatment. These services are intended to help the jail medical staff ensure the medical care
provided to these patients is of the highest quality, appropriate to the patient's medical
condition, and based on the most current standards of HIV/AIDS medical practice.

 
 

Schedule "B"

 

In consideration of the services provided by Contractor in Schedule "A", County shall pay Contractor based on the following fee schedule:

 
 

1.

Chief Research Officer

County shall compensate Contractor ONE HUNDRED FIFTY THOUSAND DOLLARS
($150,000) per year as reimbursement for professional services for all Federal and State
sponsored research studies conducted at County and for which Contractor is principal
investigator.

 
 

2.

Chief of Section ID/AIDS Medicine

For Medical Direction of the AIDS Program
: County shall compensate Contractor for duties as outlined in Schedule A, paragraph B, at the rate of ONE HUNDRED THOUSAND DOLLARS ($100,000) per year.

 
 

For the above yearly totals, Contractor shall be reimbursed the sum of $20,800 per month for the first 11 months of any contract year and $21,200 for the 12th month of any contract year.