PROFESSIONAL SERVICES

AGREEMENT BETWEEN THE COUNTY OF SAN MATEO AND

CALIFORNIA EMERGENCY PHYSICIANS (CEP)

FOR MEDICAL SPECIALTY SERVICES

THIS PROFESSIONAL AGREEMENT, entered into this day of , 2002, by and between the COUNTY OF SAN MATEO, hereinafter called "County," and CALIFORNIA EMERGENCY PHYSICIANS (CEP), A California general partnership, hereinafter called "Contractor";

W I T N E S S E T H:

WHEREAS, County operates health care facilities known as the San Mateo Medical Center and the Health Services Agency.

WHEREAS, It is necessary and desirable that Contractor be retained for the purpose of performing professional services described for the San Mateo Medical Center and Health Services Agency; and

WHEREAS, pursuant to Government Code, Section 31000, County may contract with independent

contractors for the furnishing of such services to or for the County; and

WHEREAS, Contractor desires to provide such services all upon the terms and conditions stated below, and this Agreement is entered into for the purpose of defining the parties' respective rights and responsibilities.

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL AGREEMENTS SET OUT BELOW, the parties agree as follows:

Section 1.

Services to be performed by Contractor.

1.1

Organizational Status

Contractor represents and warrants that it is a partnership duly organized and validly existing under the laws of the State of California and authorized to engage in the profession of medicine in the State of California;

1.2

Contractor's Physicians

1.2.1

CEP is a medical group consisting of partner, employee, and contractor physicians licensed to practice medicine in the State of California and principally engaged in operating and the physician staffing of emergency and ambulatory care facilities.

1.2.2

For purposes of this Agreement, the physicians of CEP performing services in the San Mateo Medical Center and in the jail system under this Agreement will be referred to as "Physicians". Said Physicians shall be bound to comply with all of Contractor's obligations under this Agreement.

1.2.3

Contractor shall designate a Medical Director of the Department

("Medical Director") in accordance with the Medical Staff Bylaws and Rules and Regulations after first consulting with San Mateo Medical Center. Contractor may change the Medical Directors from time to time in accordance with the Medical Staff Bylaws and Rules and Regulations after first consulting with San Mateo Medical Center and/or Health Services Agency prior to each change. The Medical Directors shall be primarily responsible for carrying out Contractor's administrative responsibilities under this agreement.

1.2.4

County reserves the right to request that Contractor remove a Physician from the schedule if County receives detrimental information concerning the Physician or that such Physician is responsible for any breach of Contractor's obligations under this Agreement; provided that, such removal from the schedule shall be temporary until County and Contractor have had a reasonable opportunity together in good faith to investigate any complaints made by San Mateo Medical Center or Health Services Agency concerning any such Physician and to make a reasonable effort to resolve the complaint in a reasonable time with appropriate action.

1.3

Qualifications

The following indicate qualifications that must be satisfied by each Physician as a condition of providing services under this Agreement:

1.3.1

Must be accepted by the San Mateo Medical Center's Chief Executive Officer, or designee; said acceptance may be withdrawn immediately by the San Mateo Medical Center's Chief Executive Officer, or designee, in his or her reasonable discretion at any time with written notice to Contractor.

1.3.2

Shall at all time keep and maintain a valid license to engage in the practice of medicine in the State of California and Active Medical Staff membership and/or privileges as may be required under the Bylaws of County for Physicians to provide the services contemplated by this Agreement.

1.3.3

Physicians shall be certified by the AMA/AOA recognized Board in the relevant areas (or eligible for certification by such Board by virtue of having successfully completed all educational and residency requirements required to sit for the Board examinations.

1.3.4

Neither Contractor or its Physicians is currently excluded, debarred or otherwise ineligible to participate in federal health care programs or in federal procurement or non-procurement programs; nor has Contractor or its physicians been convicted of a criminal offense.

1.4

Services to be Performed by Contractor

In consideration of the payments hereinafter set forth, Contractor, under the general direction of the Chief Executive Officer and/or the Director of Health Services, or their designees, with respect to the product or results of Contractor's services shall provide medical services as described in SCHEDULE A, attached hereto and incorporated by reference herein Such services shall be provided by Contractor in a professional and diligent manner.

1.5

Payments

1.5.1

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 that specified in SCHEDULE B.

1.5.2

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 and the Director of Health Services, or their designees, and shall not be binding on County unless so approved in writing.

1.5.3

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.

1.6

Substitutes

Contractor shall provide at Contractor's sole cost and expense, a substitute for any Physician who is unable to provide services required under this Agreement. As a condition of providing services under this Agreement, any such substitute shall first be approved by San Mateo Medical Center's Chief Executive Officer, or her designee, and shall otherwise satisfy all qualification requirements applicable to the Contractor, including, but not limited to, being covered under Contractor's insurance or submitting separate insurance issued by a company under such terms and limitations as County shall reasonably approve. San Medical Center shall in good faith facilitate the granting of temporary and permanent medical staff membership and clinical privileges to practice in the emergency department of San Mateo Medical Center to Physicians in order that Contractor can fulfill its obligations under this Agreement.

1.7

General Duties of Contractor

In addition to the services performed in SCHEDULE A, Contractor shall perform the following duties:

1.7.1

Administrative and Miscellaneous Duties and Responsibilities. Contractor will cooperate with the administration of the medical practice. Such cooperation shall include, but not be limited to, the following: maintaining medical records in a timely fashion (including the appropriate use of dictation, or other technology, as required by County), billing, peer review and County's compliance programs. Contractor shall provide appropriate supervision and review of services rendered by physician assistants and other non-physicians involved in the direct medical care of County's patients.

1.7.2

Billing and Compliance. Contractor shall prepare such administrative and business records and reports related to the Service in such format and upon such intervals as County shall reasonably require. Contractor and its Physicians shall not directly submit a billing or statement of charges to any County patient or other entity for services arising from the practice of medicine, nor shall Contractor make any surcharge or give any discount for care provided without the prior written authorization of County. The County has complete authority to

assign patients to various physicians, determine write-offs, and take any other

action relating to billing and collection of fees for clinical services. All accounts receivable generated for services rendered by Contractor pursuant to this Agreement are the property of the County. Contractor shall participate in all compliance programs adopted by County. Contractor shall have the right to review any and all billings for services bearing the name of any of its Physicians or Provider Number. Contractor is required to request the correction of any errors including providing a refund to payors if warranted. Contractor agrees to keep accurate and complete records pursuant to SCHEDULE D, incorporated by reference herein.

1.7.3

Compliance with Rules and Regulations. Contractor agrees to abide by rules, regulations and guidelines of County, as the County may from time to time amend, add, or delete rules, regulations or guidelines at County's sole discretion, and such amendment will not affect the enforceability or terms of this Agreement.

1.7.4

Managed Care Contracts. Contractor is obligated to participate in and observe, the provisions of all managed care contracts which County may enter into on behalf of Contractor for health care services with, managed care organizations including, but not limited to Health Maintenance Organizations (HMOs), Independent Practice Associations (IPAs), Preferred Provider Organizations (PPOs), Medical Service Organizations, (MSOs), Integrated Delivery Systems (IDSs) and Physician-Hospital Organizations (PHOs). County will make a good faith effort to enter into reasonable contracts where rates for services provided by Physicians are not less than prevailing rates in order to assure the economic viability of this Agreement.

1.7.5

Requirement of Physician to Notify County of any Detrimental Profesisonal Information or Violation of Contract Rules or Policies. During the term of this Agreement, Contractor and where applicable each of its Physicians, shall notify County immediately, or as soon as is possible thereafter, in the event that:

(A)

Physician's license to practice medicine in any jurisdiction is suspended, revoked, or otherwise restricted;

(B)

A complaint or report concerning a Physician's competence or conduct is made to any state medical or professional licensing agency;

(C)

Physician's privileges at any hospital, county health care system or under any health care plan are denied, suspended, restricted or terminated or under investigation for medical disciplinary cause or reason;

(D)

Physician's controlled substance registration certificate (issued by the Drug Enforcement Administration) if any, is being, or has been suspended, revoked or renewed;

(E)

Contractor's or Physician's participation as a Medicare or MediCal provider is under investigation or has been terminated.

(F)

There is a material change of the information that any Physician has provided to County concerning Physician's professional qualifications or credentials.

(G)

Physician's conviction of a crime.

(H)

Contractor must also notify County within thirty (30) days of any breach of this Agreement, violation of any County's rule or regulation whether by others or by the Contractor or its Physician, or if the contractor or its Physician is subject to or participant in any form of activity which could be characterized as discrimination or harassment.

1.8

Citizenship Duties of Contractor's

(A)

Contractor will periodically meet and discuss County's reasonable expectations of outpatient clinic productivity, as determined by relevant standards, adjusted for local conditions, and Contractor will make a good faith effort to meet such reasonable expectations.

(B)

Contractor's Physicians will be physically present in the designated location and prepared to perform designated duties during the entire duration of the relevant work schedule as detailed in SCHEDULE A, specifically, will commence work on time, and not leave until duties are complete.

(C)

Contractor will work cooperatively with County designees to optimize work flow, including participating in work-flow analysis, appropriate use of scheduling, division of duties, optimal use of clinic staff, and other activities as designated by County.

(D)

Contractor will maintain appropriate medical records including the use of dictation or other technology required by County.

(E)

Contractor will make all reasonable efforts to schedule the provision of services, including, but not limited to, outpatient, operating room, and procedures, in a manner that complies with the County's staffing needs. Elective procedures will be scheduled during routine staffing hours, unless otherwise dictated by patient care or other exceptional circumstances.

(F)

Contractor will attempt to require its Physicians to provide two (2) months' notice, but under no circumstances shall provide less than (2) weeks notice, for non-emergency absences from assigned duties. Notice shall be provided electronically or in writing to all relevant services areas.

(G)

Contractor will make all reasonable efforts to participate in coordination and optimization of services, including but not limited to active participation in Quality Improvement and Utilization Management efforts.

(H)

Contractor will make all reasonable efforts to communicate effectively and coordinate care and services with Primary Care providers, including, but not limited to, direct contact with individual providers where clinically indicated, and participation in Primary Care provider education including presentations at noon conferences.

(I)

Contractor will make all reasonable efforts to comply with County request to staff services at satellite, community based clinics other than San Mateo Medical Center and Correctional Health Services, provided that total services do not exceed those specified in SCHEDULE A.

(J)

Contractor and Physicians will restrict its/his/her practice at San Mateo Medical Center and in Correctional Health Services to services provided under this Agreement in his/her/its relevant medical specialty, and will not engage in substantial provision of medical services outside their relevant specialty, specifically Primary Care, even if qualified by board specialty or hospital privileges to do so. Patients requiring Primary Care services will be referred to the Primary Care Department for care. This requirement will not be construed as to abrogate, or diminish in any degree, Contractor's and its Physician's legal obligations enjoining patient abandonment.

(K)

Each Physician of Contractor will conduct himself/herself with professionalism at all times, which includes, but is not limited to, courteous and respectful conduct towards, and reasonable cooperation with, all County employees.

1.9

Provision of Records for County

Contractor shall furnish any and all information, records and other documents related to Contractor's services hereunder which County may reasonably request in furtherance of its quality assurance, utilization review, risk management, and any other plans and/or programs adopted by County to assess and improve the quality and efficiency of County's services. As reasonably requested, Contractor shall participate in one or more of such plans and/or programs.

1.10

Cooperation With County In Maintaining Licenses

Contractor shall assist County in obtaining and maintaining any and all licenses, permits and other authorization, plus achieving accreditation standards, which are dependent upon, or applicable to, in whole or in part, Contractor's services under this Agreement.

1.11

Contractor's Conflict of Interest

Contractor shall inform County of any other arrangements which may present a professional, financial, stark law, or any other state or federal conflict of interest or materially interfere in Contractor's performance of its duties under this Agreement. In the event Contractor pursues conduct which does, in fact, constitute a conflict of interest or which materially interferes with (or is reasonably anticipated to interfere with) Contractor's performance under this Agreement, County may exercise its rights and privileges under Section 3.5 below.

1.12

Non-Permitted Uses of County

Contractor agrees not to use, or permit any of its Physicians to use, any part of the County for any purpose other than the performance of services under this Agreement. Without limiting the generality of the foregoing, Contractor agrees that no part of the premises of County shall be used at any time as an office for private practice and delivery of care for non-County patients.

1.13

No Contract In County Name

Contractor shall not have the right or authority to enter into any contract in the name of County or otherwise bind County in any way without the express written consent of County.

1.14

Regulatory Standards

Contractor shall perform all services under this Agreement in accordance with any and all regulatory and accreditation standards applicable to County and the Service, including, without limitation, those requirements imposed by the Joint Commission on Accreditation of Healthcare Organizations, the Medicare/Medicaid conditions of participation and any amendments thereto.

1.15

Availability of Funds For Inspection

As and to the extent required by law, upon written request of the Secretary of Health and Human Services, the Comptroller General or any of their duly authorized representatives, Contractor shall make available those contracts, books, documents and records necessary to verify the nature and extent of the costs of providing services under this Agreement. Such inspection shall be available for up to four (4) years after the rendering of such services. If Contractor carries out any of the duties of this Agreement through a subcontract with a value of $10,000 or more over a twelve (12) month period with a related individual or organization, Contractor agrees to include this requirement in any such subcontract. This section is included pursuant to and is governed by the requirements of 42 U.S.C. Section 1395x(v)(1) and the regulations thereto. No attorney-client, or accountant-client, or other legal privilege will be deemed to have been waived by County, Contractor or any Contractor's Physician by virtue of this Agreement.

1.16

Professional Standards

Contractor shall perform his or her duties under this Agreement in accordance with the rules of ethics of the medical profession. Contractor shall also perform his/her duties under this Agreement in accordance with the appropriate standard of care for his/her medical profession and specialty.

Section 2.

Change of Circumstances

2.1

In the event (i) Medicare, Medi-Cal, or any third party payor or any federal, state or local legislative or regulative authority adopts any law, rule, regulation, policy, procedure or interpretation thereof which establishes a material change in the method or amount of reimbursement or payment for services under this Agreement, or if (ii) any or all such payors/authorities impose requirements which require a material change in the manner of either party's operations under this Agreement and/or the costs related thereto, then, upon the request of either party materially affected by any such change in circumstances, the parties shall enter into good faith negotiations for the purpose of establishing such amendments or modifications as may be appropriate in order to accommodate the new requirements and change of circumstances while preserving the original intent of this Agreement to the greatest extent possible. If, after thirty (30) days of such negotiations, the parties are unable to reach an agreement as to how or whether this Agreement shall continue, then either party may terminate this Agreement upon thirty (30) days' prior written notice.

Section 3.

Term and Termination

3.1

Term

This Agreement shall commence on January 1, 2003, (the "Effective Date") and shall continue for two (2) years. Unless sooner terminated, this Agreement shall expire and be of no further force and effect as of the end of business on the 31st day of December 2004.

3.2

Extension of Term

The term of the Agreement may be extended by mutual written, signed agreement by both parties.

3.3

Voluntary Termination

After the initial term of this Agreement, either party shall have the right to terminate this Agreement without cause at any time by giving written notice of termination to the other party. Termination shall be effective automatically upon the expiration of ninety (90) calendar days after the giving of such notice of termination.

3.4

Automatic Termination

This Agreement shall be immediately terminated as follows:

3.4.1

Upon Contractor's suspension or exclusion from the Medicare or MediCal Program;

3.4.2

If the Contractor violates the State Medical Practice Act;

3.4.3

If the Contractor's professional practice jeopardizes imminently the safety of patients

3.4.4

If Contractor if convicted of a crime;

3.4.5

If Contractor violates ethical and professional codes of conduct of the workplace as specified under state and federal law;

3.4.6

If Contractor fails to maintain professional liability insurance required by this Agreement;

3.4.7

Upon County's loss of certification as a Medicare and/or MediCal provider

3.4.8

Upon the closure of the County.

3.5

Breach of Material Terms

Either party may terminate this Agreement at any time in the event the other party engages in an act or omission constituting a material breach of any term or condition of this Agreement. The party electing to terminate this Agreement shall provide the breaching party with not less than thirty (30) days advance written notice specifying the nature of the breach. The breaching party shall then have thirty (30) days from the date of the notice in which to remedy the breach and conform its conduct to this Agreement.

If such corrective action is not taken within the time specified, this Agreement shall terminate at the end of the sixty (60) day period without further notice or demand. Removal of a Physician from the schedule at Section 1.2.4 of this Agreement will not, of itself, constitute grounds for termination of this Agreement, by either party. (Note: See Section 1.2.4 which gives San Mateo Medical Center the right to request removal of a Physician from the schedule).

3.6

Patient Records Upon Termination and Notice to Patients

All original patient records shall be property of the County. Upon termination of this Agreement, Contractor shall return any such records as may be in Contractor's possession to County; provided that, both during and after the term of this Agreement,

Contractor or its agents shall be permitted to inspect and/or duplicate any medical chart and record to the extent necessary to meet professional responsibilities to patients(s), to assist in the defense of any malpractice or similar claim to which such chart or record may be pertinent, and/or to fulfill requirements pursuant to provider contracts to provide patient information; provided that, such inspection or duplication is permitted and must be conducted only in accordance with applicable legal requirements and pursuant to commonly accepted standards of patient confidentiality. Contractor shall be solely responsible for maintaining patient confidentiality with respect to any information which it obtains pursuant to this Section.

Section 4

Insurance and Indemnification

4.1

Insurance

4.1.1

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 or her designee. Contractor shall furnish the County with Certificates of Insurance evidencing the required coverage. These Certificates shall specify or be endorsed to provide that thirty (30) days' notice must be given, in writing, to the County of any pending change in the limits of liability or of any cancellation or modification of the policy.

In the event of 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.

4.1.2

Workers' Compensation and Employer Liability Insurance

Contractor shall have in effect during the entire life of this Agreement, Worker's Compensation and Employer Liability Insurance providing full statutory coverage for all persons for whom Contractor is required to provide such coverage. In signing this Agreement, Contractor makes the following certification, required by Section 1861 of the California Labor Code:

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

4.1.3

Liability Insurance

County shall take out and maintain during the life of this Agreement such Bodily Injury Liability and Property Damage Liability Insurance as shall protect Contractor while performing work covered by this Agreement from any and all claims for professional liability to include bodily injury and property damage liability which may arise from Contractor's operations under this Agreement. Such insurance shall be combined single limit bodily injury and property damage for each occurrence and shall not be less than the amount specified below.

Such insurance shall include:

Comprehensive Hospital Liability Insurance

$2,000,000/$5,000,000

CEP will continue to be covered under the umbrella of the county Professional Liability Insurance.

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' written 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 officer, 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).

4.2

Tail Coverage

If Contractor obtains one or more claims-made insurance policies to fulfill its obligations, Contractor will: (i) maintain coverage with the same company during the term of this Agreement and for at least three (3) years following termination of this Agreement; or (ii) purchase or provide coverage that assures protection against claims based on acts or omissions that occur during the period of this Agreement which are asserted after the claims-made insurance policy expired.

4.3

Hold Harmless and Indemnification

4.3.1 Contractor Indemnification

Contractor agrees to protect, defend, indemnify and hold harmless County, its legal representatives, employees, agents, officers, trustees, affiliates and assigns, and each of them from and against any claim, loss, damage, cost, expense or liability, arising out of or related to the performance or nonperformance by Contractor, Medical Director, or any Physicians of any obligations or services to be performed or provided by Contractor, including any sanctions, penalties or claims of damages resulting from Contractor's failure to comply with the requirements set forth in the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and all Federal regulations promulgated thereunder, as amended.

4.3.2 County Indemnification

County agrees to protect, defend, indemnify and hold harmless Contractor its legal representatives, employees, agents, officers, trustees, affiliates and assigns, and each of them from and against any claim, loss, damage, cost, expense or liability, arising out of or related to the performance or nonperformance by County of any obligations or services to be performed or provided by County under this Agreement, including but not limited to any and all actions which may arise under the Emergency Medical Treatment and Active Labor Act, 42 USC§ 1395dd and California Health and Safety Code§1317.

Section 5

Miscellaneous Provisions

5.1

Notice Requirements

Any notice required or desired to be given in respect to this Agreement shall be deemed to be given upon the earlier of (i) actual delivery to the intended recipient or its agent, or (ii) upon the third business day following deposit in the United States mail, postage prepaid, certified or registered mail, return receipt requested. Any such notice shall be delivered to the respective addresses set out below, or to such other address as a party shall specify in the manner required by this Section 5.1. The respective addresses are:

If to County:

Nancy Steiger, CEO

San Mateo Medical Center

222 W. 39^th Avenue

San Mateo, CA 94403

With Copy to:

County Counsel's Office

400 County Center Redwood City, CA 94063

Margaret Taylor, Director

Health Services Agency

225 37^th Avenue

San Mateo, CA 94403

If to Contractor:

California Emergency Physicians

Attn: Mark Spiro, M.D.

2101 Webster Street, Suite 1770

Oakland, Ca 94612

5.2

Entire Agreement

This Agreement contains the entire agreement of the parties hereto and supersedes all prior agreements, contracts and understanding, whether written or otherwise, between the parties relating to the subject matter hereof. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

5.3

Partial Invalidity

In the event any provision of this Agreement is found to be legally invalid or unenforceable for any reason, the remaining provisions of the Agreement shall remain in full force and effect provided the fundamental rights and obligations remain reasonable unaffected.

5.4

Assignment

Because this is a personal service contract, Contractor may not assign any of its rights or obligations hereunder without the prior written consent of County. County may assign this Agreement to any successor to all or substantially all, of County's operating assets or to any affiliate of County. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

5.5

Independent Contractor

Contractor and all Physicians are performing services and duties under this Agreement as independent contractors and not as employees, agents, partners of, or joint ventures with County. County does retain responsibility for the performance of Contractor and Physicians as and to the extent required by law and the accreditation standards

applicable to County. Such responsibility, however, is limited to establishing the goals and objectives for the service and requiring services to be rendered in a competent, efficient, efficient and satisfactory manner in accordance with applicable standards and legal requirements. Contractor shall be responsible for determining the manner in which services are provided and insuring that services are rendered in a manner consistent with the goals and objectives referenced in this Agreement.

5.6

Regulatory Requirements

The parties expressly agree that nothing contained in this Agreement shall require Contractor or Physicians to refer or admit any patients to, or order any goods or services from County. Notwithstanding any unanticipated effect of any provision of this Agreement, neither party will knowingly or intentionally conduct himself in such a manner as to violate the prohibition against fraud and abuse in connection with the Medicare and Medicaid programs (42 USC Section 1320a-7b).

5.7

Alternate Dispute Resolution

The parties firmly desire to resolve all disputes arising hereunder without resort to litigation in order to protect their respective reputations and the confidential nature of certain aspects of their relationship. Accordingly, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be mediated. If mediation is unsuccessful, the parties may take the dispute to Superior County in San Mateo.

5.8

Third-Party Beneficiaries

This Agreement is entered into for the sole benefit of County and Contractor. Nothing contained herein or in the parties' course of dealings shall be construed as conferring any third party beneficiary status on any person or entity not a party to this Agreement, including, without limitation, any Physician.

5.9

Governing Law

This Agreement shall be governed by the laws of the State of California.

5.10

Amendments

All amendments shall be approved by the Board of Supervisors

5.11

HIPAA

Contractor shall comply with all applicable provisions of the Health Insurance Portability and Accountability Act (HIPAA) of 1996.

5.12

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 the 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:

Termination of this agreement;

ii.

Disqualification of Contractor from bidding 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:

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

ii.

Set of all or any portion of the amount described in this paragraph against amount due to 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

notifications shall include the name of the complainant, a copy of such complaint, and description of the circumstance. Contractor shall provide County with a copy of its response to the complaint when filed.

With respect to the provisions 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.

5.13

General Standards

Contractor shall maintain its operations in compliance with all applicable laws and rules relating to licensure and certification, including but not limited to, Title 22 of the California Administrative Code, those necessary to participate in the Medicare and Medi-Cal programs under Title VIII and Title XIX, respectively, of the Social Security Act, and those required by the Joint Commission on Accreditation of Healthcare Organizations (JCAHO). Contractor shall provide satisfactory evidence of such licenses and certificates. Contractor shall inform San Mateo Medical Center and Health Services Agency of any notice of any incident within its operations which may affect any license or certification held by Contractor.

5.14

Confidentiality of Patient Information

Contractor shall keep in strictest confidence and in compliance with all applicable state and federal law any patient information. Contractor shall not disclose such information except as permitted by law.

5.15

Non-Disclosure of Names

Notwithstanding any other provision of this Agreement, names of Patients receiving public social services hereunder are confidential and are to be protected from unauthorized disclosure in accordance with Title 42, Code of Federal Regulations, Section 431.300 et seq. and Section 14100.2 of the California Welfare and Institutions Code and regulations adopted thereunder.

For the purpose of this Agreement, all information, records, data, and data elements collected and maintained for the operation of the Agreement and pertaining to Patients shall be protected by Contractor from unauthorized disclosure.

With respect to any identifiable information concerning a Medi-Cal Patient that is obtained by Contractor, Contractor: (i) will not use any such information for any purpose other than carrying out the express terms of this Agreement (ii) will promptly transmit to DHS and the applicable Medi-Cal plan all request for disclosure of such information; and, (iii) will not disclose except as otherwise specifically permitted by this Agreement, any such information to any part other than DHS and the applicable Med-Cal Plan, without prior written authorization specifying that the information is releasable until Title 42, CFR, Section 431.300 et seq., Section 14100.2 Welfare and Institutions Code, and regulations adopted thereunder, or as ordered by a court or tribunal of competent jurisdiction and (iv) will, at the expiration or termination of this Agreement, return all such information to DHS and the applicable Med-Cal Plan or maintain such information according to written procedures sent to Health Plan by DHS and the applicable Medi-Cal Plan for this purpose.

5.16

Disclosure of Records

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. Contractor shall comply with all provisions of the Omnibus Budget Reconciliation Act of 1980 regarding access to books, documents, and records. Without limiting the foregoing, Contractor shall maintain such records and provide such information to San Medical Center, and to Government Officials as may be necessary for compliance by San Mateo Medical Center with all applicable provisions of all state and federal laws governing San Mateo Medical Center. Upon request, County and Government Officials shall have access to, and copies of, at reasonable times at the Contractor's place of business (or such other mutually agreeable location in California), the medical records, books, charts, and papers relating to the Contractor's provision of health care services to Patients, the cost of such services, and payments received by the Contractor from Patients (or from others on their behalf) and, to the financial condition of Contractor. Such records described herein shall be maintained at least four (4) years from the end of the Contract year.

All records of Contractor shall be maintained in accordance with the general standards applicable to such book or record keeping and shall be maintained during any governmental audit or investigation.

IN WITNESS WHEREOF, County and Contractor have duly executed this Agreement as of the dates set out beneath their respective signatures.

CALIFORNIA EMERGENCY PHYSICIANS

_____________________________________

By: Mark J. Spiro, M.D.

Title: Vice President of Operations

Date:

___________________________

COUNTY OF SAN MATEO:

_____________________________________

By: Jerry Hill

Title: President, Board of Supervisors

San Mateo County

Date:

___________________________

ATTEST:

By:

Clerk of Said Board

Date:

___________________________

SCHEDULE A

Correctional Health Services

Effective January 1, 2003 through December 31, 2004, California Emergency Physicians Medical Group will provide a Board Certified onsite Medical Director. The Medical Director will provide administrative, clinical and program support for the correctional center, and have prior approval by the Correctional Health Services Manager as well as the proper clearances by the Sheriff's Office and jail administration. The assigned physician will be responsible for the following:

Administrative Responsibilities

Collaborate with HSM II, CSM I and Mental Health Manager to plan and develop health care programs in the correctional facilities.

Review and approve policies and procedures in coordination with HSM II and CSM I including nursing, physician, pharmacy and ancillary service.

Review and approve standardized procedure for the nursing staff.

Assist in the implementation of the Quality Management Program.

Meet on a regular basis with the emergency physicians at San Mateo Medical Center and in Public Health to discuss common medical issues and do peer review.

Participate in health education programs for inmates and staff.

Supervise the clinical practice of nurse practitioners, including providing a mechanism for securing their privileges.

Arrange for peer review at least quarterly. This review must be done by physicians not affiliated with California Emergency Physicians.

Review Correctional Health Services formulary annually, and actively participate in quarterly pharmacy and therapeutics meetings.

Clinical Activities

Responsible for clinical services in the jails.

Provide direct clinical services for inmates, including history and physical assessment and treatment plans.

Assist HSM II with supervision and recruitment of contract physicians.

Provide consultative services to all Correctional Health staff.

Review and co-sign standardized orders written in medical records by nurses.

Review cases with nurse practitioners on a regular basis each week.

Review, approve and co-sign all consult requests.

Provide on-call service for telephone consultation between 8:00 a.m. and 9:00 p.m., Monday through Friday. In the absence of the onsite Medical Director, the emergency physicians at San Mateo Medical Center will provide telephone consultation.

In conjunction with the Correctional Health Services Manager, the onsite Medical Director may negotiate their schedule. The schedule will include, on average, 3 days per week.

10.

Provide oversight to the self-medication program.

11.

Monitor the care of inmates hospitalized at any outside hospital, insure appropriate medical care and facilitate return to custody when indicated.

12.

Review and co-sign health appraisals done by nursing staff.

II.

Emergency Department Services

Contractor shall provide emergency services in the Department of Surgery, Division of Emergency Services. Emergency Department shall be staffed twenty-four (24) hours a day with a maximum of twelve (12) hour shifts. Staffing schedule shall be posted prior to beginning of month. The physician shall be board qualified in Emergency Medicine (American Board of Emergency Medicine).

Contractor shall participate in such teaching and/or training programs as are, or may be, established by the medical staff at San Mateo Medical Center. Each individual's participation in continuing education is documented and considered at the time of reappointment to the medical staff and/or renewal or revision of individual clinical privileges.

Contractor shall fulfill those requirements for active staff membership set forth in Articles 3 and 4.2 of the San Mateo Medical Center Staff bylaws, and maintain such active staff status as a condition of the Agreement.

Contractor shall provide accurate and complete documentation for physician billing claiming procedures as established and required by the San Mateo Medical Center's Business Office.

Contractor shall provide access to all records and reports, financial and otherwise, pursuant to this Agreement.

Contractor shall attend regularly and serve without additional compensation on committees responsible for Peer Review activities, Quality Assurance, Utilization Review as outlined in the Medical Staff Bylaws, Rules and Regulations.

Contractor shall provide direct supervision of the Department of Emergency Services, in assuring the overall efficiency in the day-to-day operations. Contractor shall serve as Chief of Emergency Services through appointment by the Medical Executive Committee.

These duties include, but need not be limited to, the following:

Being accountable for all professional and administrative activities within the Department;

10.

Continuing monitoring of the professional performance of all individuals who have delineated clinical privileges in the Emergency Department;

11.

Recommending to the Medical Staff the criteria for clinical privileges for each member of the Emergency Department;

12.

Assuring that the quality and appropriateness of patient care provided within the Emergency Department is monitored and evaluated quarterly through the routine collection of information about important aspects of patient care provided in the Department and about the clinical performance of it's members, as reported to the Department of Surgery and Medical Executive meetings.

13.

Respond in writing to issues within a reasonable period of time commensurate with the nature of the issue. Where there is a serious question of Quality Assurance, a written response will be required within seven (7) days.

14.

Attend and/or delegate attendance at EMCC, HOMAC meetings, Outpatient Department and Pre-Disaster Committee meetings.

15.

Attend Department of Surgery and Medical Executive Committee meetings.

16.

Be available by beeper or phone or designate "on-call" alternative when necessary as determined by Contractor.

17.

Assist Administration in developing departmental rules and regulations.

18.

Complete Quality Assurance reports on a monthly basis through appropriate medical staff reporting channels.

19.

Contractor shall also provide other administrative services not directly related to an identifiable part of the medical care of patients as mutually agreed to by Contractor and the Director. Such administrative services may include, but are not limited to, teaching, research, administration, supervision of professional or technical staff, quality control activities, committee work, and attending conferences.

20.

Adhere to all aspects of Medical Staff Bylaws of San Mateo Medical Center, especially Section 10.6-5, pertaining to the duties of Department Chairman.

21.

Provide Medical Staff administrative support to San Mateo Medical Center and nursing in meeting surgical and anesthesia standards as defined by Joint Commission, Title 22, and other applicable standards.

22.

Respond to Jail Phone calls for Telephonic and Telemedicine Evaluation and Management of inmates 7 x 24.

23.

Respond to San Mateo Medical Center Clinical Laboratory and other ancillary services for the Evaluation and management of Critical Laboratory, Imaging, and Pathology Values of Primary Care patients between the hours of 1700 and 0900.

24.

Manage and stabilize Cardiac Arrest and other medical or surgical emergencies on the wards and premises of the San Mateo Medical Center in the absence of an available medical or surgical attending physician.

25.

Respond to phone calls from Blue Shield members regarding medical needs.

26.

Provide medical supervision for PES PGY1 residents and restraint authority for PES patients in the absence of on-site Psychiatry attending staff.

SCHEDULE B

Payments

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

Correctional Health

For the period January 1, 2003 through December 31, 2004, Contractor shall invoice the County on a monthly basis at the rate of $15,186 per month (not to exceed $364,464) for jail clinics and after-hours phone management of jail patients. The Correctional Health Services Manager shall approve invoices for payment. The Jail Physician shall be on site 3 days per week, and on call until 9:00 P.M. Monday through Friday. At other times the ER physician will, by telephone or by telemedicine imaging, manage the Jail patients or direct the transfer of patients to the ER for further evaluation.

II. Emergency Department Services

For the period January 1, 2003 through December 31, 2004 Contractor shall invoice the County on a monthly basis at the rate $168,377 per month (not to exceed $4,041,048) for direct Clinical Emergency Services. The Chief Operations Officer shall approve invoices for payment. There will be a minimum of one physician on duty in the ER at all times 24 hours a day, 365 days a year. Services include the recitals in SCHEDULE A including telephone and telemedicine backup for the jail and evaluation and management of critical laboratory values after hours for the County Primary Care Physicians and such support as may be needed.

III.

Physician Extenders

From time to time the County appropriates pay raises to its physician extenders. CEP and the County agree that such raises will be passed through to CEP physician extenders. This includes such pay raises for County Physician Assistants and Nurse Practitioners that may occur during the term of the contract.

SCHEDULE C

Contract between County of San Mateo and California Emergency Physicians

No person shall, on the grounds of race, color, creed, national origin, religious affiliation or non-affiliation, sex, sexual orientation, marital status, age (over forty (40)), disability, medical condition (including but not limited to AIDS, HIV positive diagnosis, or cancer), political affiliation or union membership be excluded from participation in, be denied the benefits of, or be subjected to discrimination under this Agreement.

Contractor shall insure equal employment opportunity based on objective standards of recruitment, selection, promotion, classification, compensation, performance evaluations, and management relations, for all employees under this contract. Contractor's personnel policies shall be made available to County upon request.

Contractor shall assure compliance with Section 504 of the Rehabilitation Act of 1973 by submitting a signed letter of assurance (Attachment I) of compliance. Contractor shall be prepared to submit a self-evaluation and compliance plan to County upon request within one (1) year of the execution of this Agreement.

SCHEDULE D

Billing Requirement

Contractors shall be obligated to comply with the following billing provisions:

OUTPATIENT

Contractor shall submit to County complete, accurate and timely encounter forms here:

Complete shall mean:

All procedure and diagnosis codes shall be present on form in CPT and ICD9 format.

Contractor signature, date and title is present on form.

Referral Authorization Form (RAF) is completed by Contractor as required by MediCal or HPSM regulations.

Accurate shall mean:

E & M CPT codes must be consistent with level of care.

Other procedure codes must be consistent with diagnosis.

Procedures must be consistent with Medicare and MediCal guidelines for medical necessity.

All Contractor services must be supported by documentation in patient chart.

Timely shall mean;

Submission of encounter forms to County within three calendar days from date of services.

The County will provide physician encounter forms appropriate to specialties covered under this agreement. The County will also provide, at time of service, encounter forms will be embossed or have a sticker applied with the following information:

Medical Record Number

Patient Name

Date of Birth

Date of Service

Patient Number

Financial Class

County will attach a RAF with encounter form where appropriate.

INPATIENT (Includes Same Day Surgery and Observation)

Submission to County of complete, accurate and timely charge slips and additional documentation needed for billing:

Complete shall mean:

Charge Slips shall include the following:

Date of Service

Appropriate CPT code

Physician signature and tile

Patient Name

Medical Record Number

Timely shall mean:

Contractor charge slips are submitted to the County within three calendar days of services.

Additional Information shall mean:

Discharge summary is completed in the time and manner specified in the Medical Staff Bylaws.

Operative notes are complete in the time and manner specified in the Medical Staff Bylaws.

History and Physical is complete in patient chart.

Short Stay/Admission form completed with CPT for all surgeries.

ATTACHMENT I

Assurance of Compliance with Section 504 of the Rehabilitation Act of 1973, as Amended

The undersigned (hereinafter called the "Contractor(s)") hereby agrees that it will comply with Section 504 of the Rehabilitation Act of 1973, as amended, all requirements imposed by the applicable DHHS regulation, and all guidelines and interpretations issued pursuant thereto.

The Contractor(s) gives/give this assurance in consideration of and for the purpose of obtaining contracts after the date of this assurance. The Contractor(s) recognizes/recognize and agrees/agree that contracts will be extended in reliance on the representations and agreements made in this assurance. This assurance is binding on the Contractor(s), its successors, transferees, and assignees, and the person or persons whose signatures appear below are authorized to sign this assurance on behalf of the Contractor(s).

The Contractor(s): (Check a or b)

( )

Has no employees

( )

Employs fewer than 15 persons

( )

Employs 15 or more persons and, pursuant to Section 84.7 (a) of the regulation (45 C.F.R. 84.7 (a)), has designated the following person(s) to coordinate its efforts to comply with the DHHS regulation.

____________________________________________________

Name of 504 Person - Type or Print

Name of Contractor(s) - Type or Print Street Address or PO Box

City State Zip Code

I certify that the above information is complete and correct to the best of my knowledge.

____________________ ________________________________________

Date Signature and Title of Authorized Official

*Exception: DHHS regulations state that:

"If a recipient with fewer than 15 employees finds that, after consultation with a handicapped person seeking its services, there is no method of complying with (the facility accessibility regulations)...other than making a significant alteration in its existing facilities, the recipient may, as an alternative, refer the handicapped person to other providers of those services that are accessible."