AGREEMENT BETWEEN THE COUNTY OF SAN MATEO AND
CLARA MATEO ALLIANCE

THIS AGREEMENT, entered into this __________ day of _______________________, 2002, by and between the COUNTY OF SAN MATEO, hereinafter called "County," and, CLARA MATEO ALLIANCE, 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 provide primary care, dental health, mental health, and case management services to homeless individuals 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 THREE HUNDRED THIRTY-FOUR THOUSAND TWO HUNDRED TWELVE DOLLARS ($334,212) 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 . . . . . . . . . . . . . . . . . . .

$1,000,000

(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 39^th 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:

Clara Mateo Alliance

795 Willow Road, Building 323 D

Menlo Park, CA 94025

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 November 1, 2002 through October 31, 2004. 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

CLARA MATEO ALLIANCE

By:

Jerry Hill, President, Board of Supervisors

San Mateo County

Date:

Date:

ATTEST:

By:

Clerk of Said Board

Date:

Schedule "A"

Services

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

I.

Scope of Services:

Contractor will provide outreach and substance abuse treatment services to homeless individuals in San Mateo County. Contractor will provide primary health care services. Contractor will accomplish the following goals and objectives by the end of each contract year.

II.

Clara-Mateo Alliance Goals & Objectives for each year: 2002-2003 and 2003-2004

Goal A:

Promote early entry to prenatal care among homeless women

Objective A.1:

By the end of the first program year, a minimum of 80% homeless pregnant women will begin prenatal care during the first trimester.

Objective A.2:

By the end of the first program year, at least 70% of pregnant patients will receive the recommended number of prenatal visits.

Objective A.3:

By the end of the first program year, at least 70% of women will return for a postpartum visit within 8 weeks of delivery.

Objective A.4:

By the end of the program year, to provide supportive care management services to at least 50 pregnant homeless women.

Goal B.:

Provide comprehensive health care to homeless children

Objective B.1:

By the end of the first program year, to meet Child Health and Disability Program (CHDP) standards for well and sick child care for at least 70% of pediatric patients.

Objective B.2:

To screen at least 60% of children treated for asthma and respiratory diseases, and provide follow-up care.

Objective B.3:

By the end of the program year, to provide supportive case management services to at least 200 families with children.

Goal C:

Increase immunization rate among homeless children

Objective C.1:

By the end of the program year, at least 75% of homeless two year olds seen will be up to date on immunizations.

Goal D:

Provide care and information to prevent HIV, Sexually Transmitted Infections (STIs) and teen pregnancy among street youth

Objective D.1:

By the end of the program year, to provide family planning, methods and STI testing for at least 75% of youth served who indicate they are sexually active.

Objective D.2:

By the end of the program year, to provide HIV screening and follow-up counseling to at least 50% of at-risk youth.

Goal E:

Provide on-site mental health and substance abuse services for homeless youth

Objective E.1:

By the end of the program year, at least 25 homeless youth will receive mental health counseling at Elsa Segovia Center (ESC).

Objective E.2:

By the end of the program year, at least 25 homeless youth will receive substance abuse treatment on-site from proven substance abuse treatment organizations.

Goal F:

Increase access to and provide comprehensive health care for homeless adults

Objective F.1:

By December 2002, to expand care access in South County with expanded primary care services onsite at ESC.

Objective F.2:

By the end of the program year, at least 70% of homeless adults screened as having diabetes receive follow-up treatment and care management services.

Objective F.3:

By the end of the program year, at least 75% of homeless adults with respiratory problems will receive appropriate follow-up care.

Objective F.4:

By the end of the program year, at least 75% of homeless patients at risk for hypertension will receive screening and treatment related to this condition.

Objective F.5:

By the end of the program year, at least 75% of homeless patients with other health problems (e.g., vision, foot, stomach, etc.) will receive treatment and referrals related to their condition.

Goal G:

Provide comprehensive health care for women

Objective G.1:

By the end of the first program year, at least 50% of homeless women over 35 seen will be referred for mammograms.

Objective G.2:

By the end of the first program year, at least 75% of homeless women served will receive regular pap smears and gynecological exams.

Goal H:

Provide safe sex information and screening for homeless adults

Objective H.1:

By the end of the first project year, to provide HIV testing and counseling to at least 75% of at-risk patients (e.g., injection drug users, those who practice unsafe sex).

Goal I:

Provide mental health and substance abuse treatment and referrals for homeless adults

Objective I.2:

By the end of the program year, at least 200 homeless adults will receive mental health counseling at ESC

Objective I.2:

By the end of the program year, at least 200 homeless adults will be referred for on-site substance abuse treatment from El Centro de Libertad, Project 90 and the Service League.

Goal J:

Promote dental services for homeless adults

Objective J.2:

By the end of the first program year, at least 850 dental visits will be provided to homeless adults in the On-Site Dental Foundation, the mobile clinic sub-contractor.

Goal K:

Provide preventive and acute care for elderly homeless adults

Objective K.2:

By the end of the program year, at least 80% of elderly homeless patients will be up to date on immunizations.

III.

Reporting and Administrative Requirements

1.

Assure on-going staffing of the Health Care for the Homeless (HCH) funded positions.

2.

Provide monthly invoices to the HCH Program no later than the 15^th day following the end of the quarter.

3.

Provide monthly utilization data on services rendered to the homeless population using the HCH reporting format no later than the 15^th day of the following month.

4.

Provide monthly goals and objectives updates no later than the 15^th day following the end of the quarter.

5.

Provide other report (s) as requested by the HCH Program.

6.

Provide representation at the HCH Administrative Management Team monthly meeting and other meetings requested by the HCH Program.

Schedule "B"

Payments

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

I.

County will pay Contractor $13,925.50 monthly. Contractor will invoice on or before the 15^th working day of the following month for the preceding month. Invoices will be approved by the HCH Program Director and paid within 30 days of receipt of invoice. Payments will be based on successful monthly progress of goals and timelines specified for each contract year on Schedule A, part II.

II.

The term of this agreement is November ,1 2002 to October 31, 2004. Total payments for services rendered under this agreement will not exceed $334,212.