AGREEMENT BETWEEN THE COUNTY OF SAN MATEO AND

LUCILE SALTER PACKARD CHILDREN’S HOSPITAL

 

THIS AGREEMENT, entered into this ____ day of _______________, 2004, by and between the COUNTY OF SAN MATEO, hereinafter called "County," and LUCILE SALTER PACKARD CHILDREN’S HOSPITAL, hereinafter called "Contractor";

 

W I T N E S S E T H:

 

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;

 

WHEREAS, it is necessary and desirable that Contractor be retained for the purpose of providing consultative assistance and tertiary partnership for the planning of women’s and children’s services at San Mateo Medical Center.

 
 

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

   

1.

Exhibits.

The following exhibits are attached hereto and incorporated by reference herein:

Exhibit A—Services

Exhibit B—Payments and rates

Attachment I—§504 Compliance

   

2.

Services to be performed by Contractor.

In consideration of the payments set forth herein and in Exhibit “B,” Contractor shall perform services for County in accordance with the terms, conditions and specifications set forth herein and in Exhibit “A.”

 

3.

Payments.

In consideration of the services provided by Contractor in accordance with all terms, conditions and specifications set forth herein and in Exhibit "A," County shall make payment to Contractor based on the rates and in the manner specified in Exhibit "B." The County reserves the right to withhold payment if the County determines that the quantity or quality of the work performed is unacceptable. In no event shall the County’s total fiscal obligation under this Agreement exceed ONE HUNDRED THIRTY THOUSAND DOLLARS ($130,000).

 

4.

Term and Termination.

Subject to compliance with all terms and conditions, the term of this Agreement shall be from March 15, 2004 to March 14, 2006.

This Agreement may be terminated by Contractor, the Chief Executive Officer of San Mateo Medical Center or his/her designee at any time without a requirement of good cause upon thirty (30) days’ written notice to the other party.

In the event of termination, all finished or unfinished documents, data, studies, maps, photographs, reports, and materials (hereafter referred to as materials) prepared by Contractor under this Agreement shall become the property of the County and shall be promptly delivered to the County. Upon termination, the Contractor may make and retain a copy of such materials. Subject to availability of funding, Contractor shall be entitled to receive payment for work/services provided prior to termination of the Agreement. Such payment shall be that portion of the full payment which is determined by comparing the work/services completed to the work/services required by the Agreement.

 

5.

Availability of Funds.

The County may terminate this Agreement or a portion of the services referenced in the Attachments and Exhibits based upon unavailability of Federal, State, or County funds, by providing written notice to Contractor as soon as is reasonably possible after the county learns of said unavailability of outside funding.

   

6.

Relationship of Parties.

Contractor agrees and understands that the work/services performed under this Agreement are performed as an independent Contractor and not as an employee of the County and that Contractor acquires none of the rights, privileges, powers, or advantages of County employees.

 

7.

Hold Harmless.

Contractor agrees to indemnify and defend the County, its employees and agents from any and all claims, damages and liability in any way occasioned by or arising out of negligence of the Contractor in the performance of this Agreement, 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 (HIPA) and all Federal regulations promulgated thereunder, as amended.

   

8.

Assignability and Subcontracting.

Contractor shall not assign this Agreement or any portion thereof to a third party or subcontract with a third party to provide services required by contractor under this Agreement without the prior written consent of County. Any such assignment or subcontract without the County’s prior written consent shall give County the right to automatically and immediately terminate this Agreement.

 

9.

Insurance.

The 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/her 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 operations under this Agreement, whether such operations be by himself/herself 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 amount specified by Risk Management.

 

(1)

Worker's Compensation and Employer's Liability Insurance. The Contractor shall have in effect during the entire life of this Agreement Workers' Compensation and Employer's Liability Insurance providing full statutory coverage. In signing this Agreement, the Contractor certifies awareness of the provisions 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 certifies compliance with such provisions before commencing the performance of this work of the Agreement as set forth in California Labor Code section 1861.

 

(2)

Liability Insurance. The 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/her 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 contractors operations under this Agreement, whether such operations be by himself/herself or by any sub-contractor 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 be not less than the amount specified below.

   
 

Such insurance shall include:

 
 

(a)

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

$1,000,000

 

(b)

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

$1,000,000

 

(c)

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

$1,000,000

       

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 the County, its officers, agents, employees and servants shall be primary insurance to the full limits of liability of the policy, and that if the 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.

 

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, the County of San Mateo 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.

 

10.

Compliance with laws; payment of Permits/Licenses.

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, Health Insurance Portability and Accountability Act of 1996 (HIPAA) and all Federal regulations promulgated thereunder, as amended, and 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.

In the event of a conflict between the terms of this agreement and State, Federal, County, or municipal law or regulations, the requirements of the applicable law will take precedence over the requirements set forth in this Agreement.

Contractor will timely and accurately complete, sign, and submit all necessary documentation of compliance.

 

11.

Non-Discrimination.

No person shall be excluded from participation in, denied benefits of, or be subject to discrimination under this Agreement on the basis of their race, color, religion, national origin, age, sex, sexual orientation, pregnancy, childbirth or related conditions, medical condition, mental or physical disability or veteran’s status. Contractor shall ensure full compliance with federal, state and local laws, directives and executive orders regarding non-discrimination for all employees and Subcontractors under this Agreement. The Contractor shall comply fully with the non-discrimination requirements required by 41 CFR 60-741.5(a), which is incorporated herein as if fully set forth.

   
   

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

 

i)

termination of this Agreement;

 

ii)

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

     

To effectuate the provisions of this section, the County Manager shall have the authority to examine Contractor’s employment records with respect to compliance with this paragraph.

     

Section 504 applies only to Contractor who are providing services to members of the public. Contractor shall comply with § 504 of the Rehabilitation Act of 1973, which provides that no otherwise qualified handicapped individual shall, solely by reason of a disability, be excluded from the participation in, be denied the benefits of, or be subjected to discrimination in the performance of this Agreement.

 
 

E.

Compliance with Equal Benefits Ordinance. 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.

F. E.

The Contractor shall comply fully with the non-discrimination requirements required by 41 CFR 60-741.5(a), which is incorporated herein as if fully set forth.

 

12.

Retention of Records.

Contractor shall maintain all required records for three (3) years after the County makes final payment and all other pending matters are closed, and shall be subject to the examination and/or audit of the County, a Federal grantor agency, and the State of California.

 

13.

Merger Clause.

This Agreement, including the Exhibits attached hereto and incorporated herein by reference, constitutes the sole Agreement of the parties hereto and correctly states the rights, duties, and obligations of each party as of this document's date. Any prior agreement, promises, negotiations, or representations between the parties not expressly stated in this document are not binding. All subsequent modifications shall be in writing and signed by the parties.

   

14.

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.

   

15.

Notices.

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

    In the case of County, to:

    San Mateo Medical Center

    222 W. 39th Avenue

    San Mateo, CA 94403

    Attn: Kathi Palange

    In the case of Contractor, to:

    Lucile Salter Packard Children’s Hospital

    725 Welch Road

    Palo Alto, CA 93404

    Attn: Chris Dawes, CEO

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

 
 
 
COUNTY OF SAN MATEO
 
 
 

By:

 

Mark Church, President

Board of Supervisors, San Mateo County

 
 

Date:

 

ATTEST:

 
 

By:

Clerk of Said Board

 
 

LUCILE SALTER PACKARD CHILDREN’S HOSPITAL

 
 

By:

 
 

Date:

Revised 6/03

Long Form Agreement/Non Business Associate

Exhibit “A”

 

In consideration of the payments described in Exhibit “B”, Contractor will provide

services based on the following components. These components may be modified

based on San Mateo Medical Center’s assessment of need:

 

A.

Pediatric/Anesthesia Physician Coverage:

 
 

The faculty of the Johnson Center will provide assistance in screening physician applicants for roles in in-patient pediatric coverage for newborn infants as well as in-patient obstetric anesthesia. Fully qualified sub-specialists in each area are available to interview final applicants if desired. Attending physicians are available by telephone for consultation on a twenty-four basis

 

B.

Unit Set-Up

 
 

LPCH staff will provide up to 200 hours of consultation regarding unit set-up,

Including assistance to SMMC staff for design of the perinatal units selection of

appropriate equipment and staffing and scheduling modules. Labor and

delivery flow sheets and other documentation tools will be available for review

as appropriate to unit level of care. LPCH planning, development and

management staff have extensive experience in the design, construction,

equipping and staffing of perinatal patient care units in a variety of patient care

setting.

 

C.

Policies and Procedures

 
 

Samples of current perinatal policies and procedures are available to use as model and will be included as part of the consultation services. Review of current policies and procedures and a perinatal services assessment will be done annually.

 

D.

Case Review/Quality Improvement:

 
 

Monthly perinatal morbidity and mortality conferences will be provided on site-site and will include prenatal case review, review of outcome data and performance improvement strategies. See #8 below for further detail on education, performance evaluation and quality review.

 

E.

Research:

 
 

LPCH faculty and staff will cooperate with any approved research protocols and will provide access for eligible patients to any open trials conducted at LPCH. All participation will conform to IRB requirement and other applicable standards. SMMC would have access to the Stanford University IRB when a qualified Stanford University principal investigator is providing study leadership.

F.

Marketing: Assist in developing and executing a comprehensive marketing plan for obstetrics and related health services.

 
 

LPCH will work with SMMC in their development of a comprehensive marketing plan for obstetrics and related health services. LPCH will consult with SMMC to design and develop a marketing plan specifically designed to meet SMMC needs as their OB market position is developed. LPCH will work closely with SMMC to coordinate efforts in marketing to the obstetrical population. LPCH will coordinate and develop continuing medical education programs, make available our parenting classes, and cross-reference our website to SMMC. LPCH will work with SMMC in incorporating the LPCH log into our advertising campaign.

 

G.

Training/Education: The following services will be provided as an integrated education and quality improvement program that will e tailored to the needs of SMMC staff and patients.

 
 

1.

Perinatal data collection and analysis through the statewide California Perinatal quality Improvement Collaborative.

 
 

2.

Quarterly Electronic Fetal Monitoring Strip Reviews.

 
 

3.

Nursing education and consultation on topics of hospital’s choice to occur at lease quarterly for four to eight hours. (8 hours)

 
 

4.

Chart review including peer review for obstetrics and pediatric physicians up to two hours each month or as requested by appropriate department committees.

 
 

5.

Medical, nursing respiratory care preceptorship for skills development in LPCH perinatal units according to a pre-determined schedule. (6 weeks)

 
 

6.

24-hour Maternal/Fetal, Neonatal Medicine and nursing telephone consultation.

 
 

7.

Assistance with communication and patient service problem solving for referred or transported patients.

 
 

8.

Patient transport agreements to meet JCAHO and government agency standards.

 
 

9.

Access to Program Resource Library including audio-visual materials, literature searches, policy and procedure samples.

 
 

10.

Nursing continuing education credits for all program and preceptorships.

 
 

11.

Training in neonatal resuscitation for physicians/nurses.

Exhibit “B”

 

In consideration of the payments described in Exhibit “A”, County will pay Contractor based on the following fee schedule

       
       

A.

Pediatric/Anesthesia Physician Coverage Consultation

No Charge

 
       

B.

Unit Set-up: 200 hours.

$125 per hour

Not to exceed $25,000 annually

       

C.

Policies and Procedures

No Charge

 
       

D.

Case Review/Quality Improvement:

   
       
 

1.

12 morbidity and mortality conferences, including a Maternal-Fetal Medicine sub-specialist and Neonatal Medicine Sub-specialist and a Perinatal Nurse Specialist for two hours each.

 

$1050 per conference, not to exceed $12,600 annually.

     
   

a.

per Maternal Fetal Medicine Sub-specialist and Neonatal Sub-specialist

$200 per hour

     
   

b.

per Perinatal Nurse Specialist

$125 per hour

     

E.

Research:

No Charge

 
       

F.

Marketing: Assist in developing and executing a comprehensive marketing plan for obstetrics and related health services.

   
     
 

1.

For work done specifically for the benefit of SMMC

$125 per hour

 
       
 

2.

Work done to develop a joint publication or joint collateral material.

Costs shared equally by County and Contractor

 
       
       

G.

Training/Education: The following services will be provided as an integrated education and quality improvement program that will be tailored to the needs of SMMC staff and patients.

   
     
 

1.

Perinatal data collection and analysis through the statewide California Perinatal Quality Improvement Collaborative.

$4,000 annually

 
         
 

2.

Quarterly electronic fetal monitoring strip review

$1,600 annually

 
 

3.

Nursing education and consultation on topics of hospital’s choice to occur at lease quarterly for four to eight hours. (8 hours)

$125 per hour

Not to exceed $4,000 annually

         
 

4.

Chart review including peer review for obstetrics and pediatric physicians up to two hours each month or as requested by appropriate department committees. Not to exceed 20 hours per year.

$200 per hour

Not to exceed $4,000 annually

         
 

5.

Medical, nursing respiratory care preceptorship for skills development in LPCH perinatal units according to a pre-determined schedule. (6 weeks)

$500 per week

Not to exceed $3,000

annually

         
 

6.

24-hour Maternal/Fetal, Neonatal Medicine and nursing telephone consultation.

No Charge

 
         
 

7.

Assistance with communication and patient service problem solving for referred or transported patients.

No Charge

 
         
 

8.

Patient transport agreements to meet JCAHO and government agency standards.

No Charge

 
         
 

9.

Access to Program Resource Library including audio-visual materials, literature searches, policy and procedure samples.

No Charge

 
         
 

10.

Nursing continuing education credits for all program and preceptorships

No Charge

 
         
 

11.

Training in neonatal resuscitation for physicians/nurses.

   
 

The term of this agreement is March 15, 2004 to March 14, 2006. Total payment for services under this agreement shall not exceed ONE HUNDRED THIRTY THOUSAND DOLLARS ($130,000).