AGREEMENT BETWEEN THE COUNTY OF SAN MATEO AND AMN HEALTHCARE, INC.

THIS AGREEMENT, entered into this ____ day of ____________ __ , 2004, by and between the COUNTY OF SAN MATEO, hereinafter called "County," and AMN Healthcare, Inc., 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 temporary staffing services as requested by County and as described in Exhibit A.

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 H—HIPAA Business Associate requirements 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 and under all other agreements approved collectively by single Resolution, exceed ONE MILLION SIX HUNDRED FORTY-FIVE THOUSAND DOLLARS ($1,645,000).

4.

Term and Termination.

Subject to compliance with all terms and conditions, the term of this Agreement shall be from July 1, 2004 through June 30, 2006. This Agreement may be terminated by Contractor, the Chief Executive Officer of San Mateo Medical Center or 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 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, (C) 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, 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.

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 not commence work or be required to commence work under this Agreement unless and until all insurance required under this paragraph has been obtained and such insurance has been approved by Risk Management, and Contractor shall use diligence to obtain such issuance and to obtain such approval. The Contractor shall furnish the Department/Division with certificates of insurance evidencing the required coverage, and there shall be a specific contractual liability endorsement extending the Contractor's coverage to include the contractual liability assumed by the 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/Division of any pending change in the limits of liability or of any cancellation or modification of the policy.

(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, as required by Section 1861 of the California Labor Code, that it is aware 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 will comply with such provisions before commencing the performance of the work of this Agreement.

(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, ordinances and regulations, including, but not limited to, the Health Insurance Portability and Accountability Act of 1996 (HIPAA), and the Federal Regulations promulgated thereunder, as amended, and will comply with the Business Associate requirements set forth in Attachment “H,” and the Americans with Disabilities Act of1990, 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.

A.

Section 504 applies only to Contractors 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.

B.

General non-discrimination. No person shall, on the grounds of race, color, religion, ancestry, gender, age (over 40), national origin, medical condition (cancer), physical or mental disability, sexual orientation, pregnancy, childbirth or related medical condition, marital status, or political affiliation be denied any benefits or subject to discrimination under this Agreement.

C.

Equal employment opportunity. Contractor shall ensure equal employment opportunity based on objective standards of recruitment, classification, selection, promotion, compensation, performance evaluation, and management relations for all employees under this Agreement. Contractor’s equal employment policies shall be made available to County of San Mateo upon request.

D.

Violation of Non-discrimination provisions. 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;

iii)

liquidated damages of $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 section, the County Manager shall have the authority to examine Contractor’s employment records with respect to compliance with this paragraph and/or to set off all or any portion of the amount described in this paragraph against amounts due to Contractor under the Contract or any other Contract 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 30 days of such filing, provided that within such 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 their response to the Complaint when filed.

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 39th Avenue San Mateo, CA 94403 Attn: Kathi Palange

In the case of Contractor, to: AMN Healthcare, Inc. 12400 High Bluff Drive San Diego, CA 92130 Attn: Bridget Blankenship

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

AMN HEALTHCARE, INC.

Contractor’s Signature

Date:

Exhibit “A”

Services

For payment as specified in Schedule B, Contractor shall provide the following services at County's request:

1.

Professional staff, including, but not limited to, Registered Nurses, Licensed Vocational Nurses, Psychiatric Nurses, Operating Room Technicians, Certified Nursing Assistants, Medical Assistants, Respiratory Therapists, Surgical Technicians, and Rehabilitation Therapists shall be supplied for services to be performed at San Mateo County’s San Mateo Medical Center (SMMC), including SMMC's Burlingame Long Term Care, and the AIDS Program on a daily "on-call" basis as needed by County.

2.

Contractor shall provide nursing and/or rehabilitation staff upon direct request from San Mateo Medical Center, Burlingame Long Term Care and the AIDS Program. The assignment of staff may be scheduled as follows:

a.

A definitive period of eight (8) or thirteen (13) weeks assignment for anticipated core staffing vacancies or shortages.

2.

It is intended that Contractor, in performing services herein specified, shall act as an independent contractor and shall have control of its work and the manner in which it is performed. It shall be free to contract for similar services to be performed for other facilities while it is under contract with County.

3.

Contractor shall provide experienced and qualified personnel to carry out the work to be performed by Contractor under this Agreement, and Contractor's staff shall be under direct professional supervision of County while performing such work. County can reject Contractor's personnel at any time at the total discretion of appropriate hospital staff. County shall provide Contractor with orientation packets for each facility. Contractor shall provide copies of these packets to Contractor's personnel prior to their assignment t the respective facilities. Contractor shall provide orientation to staff including, but not limited to, infection control review, electrical safety, fire safety, and body mechanics, prior to assignment. Personnel assigned by Contractor shall have the following minimum qualifications:

a.

Current valid California nursing license as necessary.

b.

Appropriate skills for the assignment with experience in a comparable setting within the last five (5) years.

4.

Contractor shall comply with regulatory standards i.e. Joint Commission on Accreditation of Hospitals Organization, State of California, and other regulatory agencies.

5.

Contractor certifies that all personnel assigned to County's facilities meet the appropriate physical examination requirements as stated in Title 22 of the California Administrative Code, Division 5, Licensing and Certification of Health and Facilities and Referral Agencies.

6.

Contractor shall comply with all applicable state and federal laws regarding confidentiality and HIV/AIDS.

7.

Contractor shall provide verification of current licensure, CPR certification, appropriate skills, health screening and orientation of each employee by countersigning the "Registry Verification Card," which shall be completed by the employee on his/her first assignment to each facility. These cards shall be kept on file by the appropriate facility. Contractor shall update their employees' verification cards at least every three (3) months in order to determine current licensures and certifications.

8.

Contractor shall provide quality assurance protocols and will allow access to all quality assurance documentation.

9.

Contractor shall evaluate employees on a yearly basis and provide County with a copy of most current evaluation.

10.

Contractor's personnel are employees of Contractor. Contractor assumes all responsibility for all workers' compensation and professional liability coverage.

11.

County and its authorized representatives shall not take active steps in recruitment of Contractor personnel for employment. County may hire specific Contractor personnel only after such personnel has given their employer a fourteen (14) days' prior written notice or intent to resign their affiliation with Contractor.

12.

Contractor's employees shall meet and maintain County's department-specific competencies and skills in appropriate area of assignment.

13.

Contractor's employees shall provide care to assigned patient population consistent with SMMC Policies and Procedures.

14.

Contractor’s employees shall provide documentation including plan of care and patient teaching as outlined in SMMC care guidelines.

15.

Contractor’s employees shall maintain and uphold SMMC patient care safety practices and standards.

16.

Contractor’s employees shall adhere to Fire/Safety/Health/HIPPAA issues at SMMC.

17.

Contractor’s employees shall recognize the hierarchal organizational structure and work harmoniously with SMMC staff toward a common goal of good patient care.

18.

Contractor's employees shall be cognizant of quality and performance improvement issues and projects and participate collaboratively with the staff in achieving the standards set by the organization.

19.

Contractor shall provide SMMC (Nursing Staffing Office or Director of Rehabilitation) with all pertinent information and employee’s certifications or licenses before the tour of duty commences. Contractor shall submit and complete the hospital’s competency checklist before Contractor’s employees starts their tour of duty.

20.

Contractor’s employees are expected to “float” to another unit as need arises and competencies are current.

21.

Long Term Permanent Placement Registered Nurse:

1.

Contractor staff will be interviewed by San Mateo Medical Center Management.

2.

Contractor staff will be assigned to one unit but would be expected to float to other identified units after competency training.

3.

Contractor staff will generally be assigned to a float pool and oriented to multiple unit areas.

4.

Contractor staff would work weekends per unit needs.

5.

Contractor staff could be assigned to a float pool and oriented to multiple unit areas.

6.

Contractor is guaranteed hours of hired work status. If unit/Hospital census is low, SMMC can contact Contractor and Contractor will make every effort to place the Registered Nurse (RN) in another contracted facility for the decided upon amount of time. Staff may also be cancelled for a day and rescheduled for another day within the same pay period.

7.

If Contractor staff call in sick, Contractor will make an attempt to replace the RN.

8.

After an eight (8) month paid placement, San Mateo Medical Center has the option to hire the RN as a permanent employee without any fees.

Exhibit “B”

Payments

1.

Contractor will provide staff upon direct request from San Mateo Medical Center (SMMC) . For services as specified in Schedule A, County shall pay Contractor according to the following rate schedules:

RN Specialty RN Non-Specialty RN Extended (Traveler) DAYS $53 $51 $62 PMs $54 $52 $63 NIGHTS $55 $53 $64

LVN / LPT NA / MA OR Tech DAYS $37 $23 $21 PMs $38 $24 $22 NIGHTS $39 $25 $23

Respiratory Therapist Days $57 Evenings $58 Nights $59 Surgical Technician Days $21 Evenings $22 Nights $23

Rehabilitation Therapist W/day W/end Registered Physical Therapist 56.00 59.00 Registered Occupational Therapist 56.00 59.00 Speech Therapist 56.00 59.00 Physical Therapy Assistant 43.00 46.00 Certified Occupational Therapy Assistant 43.00 46.00

Long Term Permanent Placement Registered Nurse Orientation Period Unpaid, up to a minimum of (4) weeks; a longer orientation period can be negotiated. Hourly salary for first four (4) months $49 Hourly salary for fifth (5) month thereafter $52

2.

As to all classifications mentioned, the rates quoted herein are on a per hour basis. SMMC shall pay Contractor one-and-one-half (1 ½) times the appropriate rate for shifts worked on the following holidays (rate effective beginning 10-7 shift on the evening of the holiday through 3-11 shift on the day of the holiday): New Year’s Day, Martin Luther King’s Birthday, President’s Day, Memorial Day, July 4th, Labor Day, Thanksgiving and Christmas.

3.

Overtime is paid at one-and-one-half (1 ½) times for all hours worked over the scheduled daily shift. When a 12 hour shift is scheduled, overtime is paid after completing 12 hours. All overtime must be pre-approved by Nursing Administration or Director of Rehabilitation.

5.

Contractor shall charge SMMC four (4) hours in the event SMMC does not provide Contractor with at least two (2) hours notice of cancellation.

5.

Contractor shall credit SMMC four (4) hours in the event Contractor does not provide SMMC with at least two (2) hours notice of cancellation.

6.

Contractor shall provide billing consistent with the contract rate and provide accurate accounting of labor hours. SMMC will not pay hours that are not documented on the time sheets and will hold Contractor responsible for accurate reporting of Contractor’s employee’s time In and Out.

7.

Contractor shall provide accurate reports of employee’s overtime. SMMC Administrative Staff (Director, Managers and Supervisors) will have to approve the request for overtime and must sign the authorization on the time sheet. Failure to comply with this procedure will result in non-payment of the overtime hours.

8.

Contractor’s employees shall be compensated for full shift work in the event of late calls, provided that the employee arrives within one and one half hours from the time the request is made.

9.

Contractor shall credit SMMC four (4) hours in the event Contractor does not provide SMMC with at least two (2) hours notice of cancellation.

10.

In the event Contractor’s employee is hired immediately with a designated time commitment Contractor will be paid based on the following schedule:

Specialty Fee Registered Nurse $10,000 Specialty RN $15,000 Licensed Vocational/Practice Nurse $ 8,300 Surgical Technologist $ 9,000 Respiratory Therapist (RT) $ 9,000 Radiology Tech (Rad Tech) $10,400 Dialysis Tech (DT) $ 6,000 Physical Therapist (PT) $10,400 Physical Therapy Assistant (PTA) $ 8,000 Occupational Therapist (OT) $10,400 Occupational Therapy Assistant $ 8,300 Speech Language Pathologist (SLP) $10,400 Contractor’s staff who is hired must commit to at least one-year of service. If staff leaves before the one-year commitment is up, Contractor shall replace the staff to complete the commitment at no added cost to County; or Contractor shall refund County equivalent to a prorated amount based on the permanent placement fee.

11.

Invoices

Contractor shall submit invoices to SMMC prior to processing for payment as follows:

San Mateo Medical Center 222 West 39th Avenue San Mateo, CA 94403 Attn: Nursing Administration San Mateo County AIDS Program 225 West 37th Avenue San Mateo, CA 94403 ATTN: Deputy Director, Public Health

AGREEMENT BETWEEN THE COUNTY OF SAN MATEO AND ARCADIA HEALTH SERVICES, INC. DBA ARCADIA STAFF RESOURCES AND ARCADIA HEALTH SERVICES, INC. DBA BESTSTAFF ARCADIA

THIS AGREEMENT, entered into this ____ day of ____________ __ , 2004, by and between the COUNTY OF SAN MATEO, hereinafter called "County," and ARCADIA HEALTH SERVICES, INC. DBA ARCADIA STAFF RESOURCES AND ARCADIA HEALTH SERVICES, INC. DBA BESTSTAFF ARCADIA, 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 temporary staffing services as requested by County and as described in Exhibit A.

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 H—HIPAA Business Associate requirements 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 and under all other agreements approved collectively by single Resolution, exceed ONE MILLION SIX HUNDRED FORTY-FIVE THOUSAND DOLLARS ($1,645,000).

4.

Term and Termination.

Subject to compliance with all terms and conditions, the term of this Agreement shall be from July 1, 2004 through June 30, 2006. This Agreement may be terminated by Contractor, the Chief Executive Officer of San Mateo Medical Center or 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 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, (C) 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, 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.

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 not commence work or be required to commence work under this Agreement unless and until all insurance required under this paragraph has been obtained and such insurance has been approved by Risk Management, and Contractor shall use diligence to obtain such issuance and to obtain such approval. The Contractor shall furnish the Department/Division with certificates of insurance evidencing the required coverage, and there shall be a specific contractual liability endorsement extending the Contractor's coverage to include the contractual liability assumed by the 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/Division of any pending change in the limits of liability or of any cancellation or modification of the policy.

(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, as required by Section 1861 of the California Labor Code, that it is aware 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 will comply with such provisions before commencing the performance of the work of this Agreement.

(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, ordinances and regulations, including, but not limited to, the Health Insurance Portability and Accountability Act of 1996 (HIPAA), and the Federal Regulations promulgated thereunder, as amended, and will comply with the Business Associate requirements set forth in Attachment “H,” and the Americans with Disabilities Act of1990, 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.

A.

Section 504 applies only to Contractors 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.

B.

General non-discrimination. No person shall, on the grounds of race, color, religion, ancestry, gender, age (over 40), national origin, medical condition (cancer), physical or mental disability, sexual orientation, pregnancy, childbirth or related medical condition, marital status, or political affiliation be denied any benefits or subject to discrimination under this Agreement.

C.

Equal employment opportunity. Contractor shall ensure equal employment opportunity based on objective standards of recruitment, classification, selection, promotion, compensation, performance evaluation, and management relations for all employees under this Agreement. Contractor’s equal employment policies shall be made available to County of San Mateo upon request.

D.

Violation of Non-discrimination provisions. 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;

iii)

liquidated damages of $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 section, the County Manager shall have the authority to examine Contractor’s employment records with respect to compliance with this paragraph and/or to set off all or any portion of the amount described in this paragraph against amounts due to Contractor under the Contract or any other Contract 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 30 days of such filing, provided that within such 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 their response to the Complaint when filed.

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.

G. 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 39th Avenue San Mateo, CA 94403 Attn: Kathi Palange

In the case of Contractor, to: Arcadia Health Services, Inc. dba Arcadia Staff Resources And Arcadia Health Services, Inc. dba Bestaff Arcadia 26777 Central Park Blvd., Suite 200 Southfield, Michigan 48076 Attn: Marcy Ammons

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

ARCADIA HEALTH SERVICES, INC. DBA ARCADIA STAFF RESOURCES AND ARCADIA HEALTH SERVICES, INC. DBA BESTSTAFF ARCADIA

Contractor’s Signature

Date:

Exhibit “A”

Services

For payment as specified in Schedule B, Contractor shall provide the following services at County's request:

1.

Professional staff, including, but not limited to, Registered Nurses, Licensed Vocational Nurses, Psychiatric Nurses, Operating Room Technicians, Certified Nursing Assistants, Medical Assistants, Respiratory Therapists, Surgical Technicians, and Rehabilitation Therapists shall be supplied for services to be performed at San Mateo County’s San Mateo Medical Center (SMMC), including SMMC's Burlingame Long Term Care, and the AIDS Program on a daily "on-call" basis as needed by County.

2.

Contractor shall provide nursing and/or rehabilitation staff upon direct request from San Mateo Medical Center, Burlingame Long Term Care and the AIDS Program. The assignment of staff may be scheduled as follows:

a.

A definitive period of eight (8) or thirteen (13) weeks assignment for anticipated core staffing vacancies or shortages.

2.

It is intended that Contractor, in performing services herein specified, shall act as an independent contractor and shall have control of its work and the manner in which it is performed. It shall be free to contract for similar services to be performed for other facilities while it is under contract with County.

3.

Contractor shall provide experienced and qualified personnel to carry out the work to be performed by Contractor under this Agreement, and Contractor's staff shall be under direct professional supervision of County while performing such work. County can reject Contractor's personnel at any time at the total discretion of appropriate hospital staff. County shall provide Contractor with orientation packets for each facility. Contractor shall provide copies of these packets to Contractor's personnel prior to their assignment t the respective facilities. Contractor shall provide orientation to staff including, but not limited to, infection control review, electrical safety, fire safety, and body mechanics, prior to assignment. Personnel assigned by Contractor shall have the following minimum qualifications:

a.

Current valid California nursing license as necessary.

b.

Appropriate skills for the assignment with experience in a comparable setting within the last five (5) years.

4.

Contractor shall comply with regulatory standards i.e. Joint Commission on Accreditation of Hospitals Organization, State of California, and other regulatory agencies.

5.

Contractor certifies that all personnel assigned to County's facilities meet the appropriate physical examination requirements as stated in Title 22 of the California Administrative Code, Division 5, Licensing and Certification of Health and Facilities and Referral Agencies.

6.

Contractor shall comply with all applicable state and federal laws regarding confidentiality and HIV/AIDS.

7.

Contractor shall provide verification of current licensure, CPR certification, appropriate skills, health screening and orientation of each employee by countersigning the "Registry Verification Card," which shall be completed by the employee on his/her first assignment to each facility. These cards shall be kept on file by the appropriate facility. Contractor shall update their employees' verification cards at least every three (3) months in order to determine current licensures and certifications.

8.

Contractor shall provide quality assurance protocols and will allow access to all quality assurance documentation.

9.

Contractor shall evaluate employees on a yearly basis and provide County with a copy of most current evaluation.

10.

Contractor's personnel are employees of Contractor. Contractor assumes all responsibility for all workers' compensation and professional liability coverage.

11.

County and its authorized representatives shall not take active steps in recruitment of Contractor personnel for employment. County may hire specific Contractor personnel only after such personnel has given their employer a fourteen (14) days' prior written notice or intent to resign their affiliation with Contractor.

12.

Contractor's employees shall meet and maintain County's department-specific competencies and skills in appropriate area of assignment.

13.

Contractor's employees shall provide care to assigned patient population consistent with SMMC Policies and Procedures.

14.

Contractor’s employees shall provide documentation including plan of care and patient teaching as outlined in SMMC care guidelines.

15.

Contractor’s employees shall maintain and uphold SMMC patient care safety practices and standards.

16.

Contractor’s employees shall adhere to Fire/Safety/Health/HIPPAA issues at SMMC.

17.

Contractor’s employees shall recognize the hierarchal organizational structure and work harmoniously with SMMC staff toward a common goal of good patient care.

18.

Contractor's employees shall be cognizant of quality and performance improvement issues and projects and participate collaboratively with the staff in achieving the standards set by the organization.

19.

Contractor shall provide SMMC (Nursing Staffing Office or Director of Rehabilitation) with all pertinent information and employee’s certifications or licenses before the tour of duty commences. Contractor shall submit and complete the hospital’s competency checklist before Contractor’s employees starts their tour of duty.

20.

Contractor’s employees are expected to “float” to another unit as need arises and competencies are current.

21.

Long Term Permanent Placement Registered Nurse:

1.

Contractor staff will be interviewed by San Mateo Medical Center Management.

2.

Contractor staff will be assigned to one unit but would be expected to float to other identified units after competency training.

3.

Contractor staff will generally be assigned to a float pool and oriented to multiple unit areas.

4.

Contractor staff would work weekends per unit needs.

5.

Contractor staff could be assigned to a float pool and oriented to multiple unit areas.

6.

Contractor is guaranteed hours of hired work status. If unit/Hospital census is low, SMMC can contact Contractor and Contractor will make every effort to place the Registered Nurse (RN) in another contracted facility for the decided upon amount of time. Staff may also be cancelled for a day and rescheduled for another day within the same pay period.

7.

If Contractor staff call in sick, Contractor will make an attempt to replace the RN.

8.

After an eight (8) month paid placement, San Mateo Medical Center has the option to hire the RN as a permanent employee without any fees.

Exhibit “B”

Payments

1.

Contractor will provide staff upon direct request from San Mateo Medical Center (SMMC) . For services as specified in Schedule A, County shall pay Contractor according to the following rate schedules:

RN Specialty RN Non-Specialty RN Extended (Traveler) DAYS $53 $51 $62 PMs $54 $52 $63 NIGHTS $55 $53 $64

LVN / LPT NA / MA OR Tech DAYS $37 $23 $21 PMs $38 $24 $22 NIGHTS $39 $25 $23

Respiratory Therapist Days $57 Evenings $58 Nights $59 Surgical Technician Days $21 Evenings $22 Nights $23

Rehabilitation Therapist W/day W/end Registered Physical Therapist 56.00 59.00 Registered Occupational Therapist 56.00 59.00 Speech Therapist 56.00 59.00 Physical Therapy Assistant 43.00 46.00 Certified Occupational Therapy Assistant 43.00 46.00

Long Term Permanent Placement Registered Nurse Orientation Period Unpaid, up to a minimum of (4) weeks; a longer orientation period can be negotiated. Hourly salary for first four (4) months $49 Hourly salary for fifth (5) month thereafter $52

2.

As to all classifications mentioned, the rates quoted herein are on a per hour basis. SMMC shall pay Contractor one-and-one-half (1 ½) times the appropriate rate for shifts worked on the following holidays (rate effective beginning 10-7 shift on the evening of the holiday through 3-11 shift on the day of the holiday): New Year’s Day, Martin Luther King’s Birthday, President’s Day, Memorial Day, July 4th, Labor Day, Thanksgiving and Christmas.

3.

Overtime is paid at one-and-one-half (1 ½) times for all hours worked over the scheduled daily shift. When a 12 hour shift is scheduled, overtime is paid after completing 12 hours. All overtime must be pre-approved by Nursing Administration or Director of Rehabilitation.

4.

Contractor shall charge SMMC four (4) hours in the event SMMC does not provide Contractor with at least two (2) hours notice of cancellation.

5.

Contractor shall credit SMMC four (4) hours in the event Contractor does not provide SMMC with at least two (2) hours notice of cancellation.

7.

Contractor shall provide billing consistent with the contract rate and provide accurate accounting of labor hours. SMMC will not pay hours that are not documented on the time sheets and will hold Contractor responsible for accurate reporting of Contractor’s employee’s time In and Out.

7.

Contractor shall provide accurate reports of employee’s overtime. SMMC Administrative Staff (Director, Managers and Supervisors) will have to approve the request for overtime and must sign the authorization on the time sheet. Failure to comply with this procedure will result in non-payment of the overtime hours.

8.

Contractor’s employees shall be compensated for full shift work in the event of late calls, provided that the employee arrives within one and one half hours from the time the request is made.

9.

Contractor shall credit SMMC four (4) hours in the event Contractor does not provide SMMC with at least two (2) hours notice of cancellation.

10.

In the event a Contractor’s employee is hired immediately with a designated time commitment Contractor will be paid based on the following schedule:

Registered Nurse $10,000 Occupational Therapist $10,000 These amounts are due and payable within thirty (30) days of the retained employees’ first day of service. Contractor’s staff who is hired must commit to at least one-year of service. If staff leaves before the one-year commitment is up, Contractor shall replace the staff to complete the commitment at no added cost to County; or Contractor shall refund County equivalent to a prorated amount based on the permanent placement fee.

11.

Invoices

Contractor shall submit invoices to SMMC prior to processing for payment as follows:

San Mateo Medical Center 222 West 39th Avenue San Mateo, CA 94403 Attn: Nursing Administration San Mateo County AIDS Program 225 West 37th Avenue San Mateo, CA 94403 ATTN: Deputy Director, Public Health

AGREEMENT BETWEEN THE COUNTY OF SAN MATEO AND CROSS COUNTRY TRAVCORPS, INC., A DELAWARE CORPORATION (D/B/A CROSS COUNTRY STAFFING) (ON BEHALF OF ITSELF AND ITS AFFILIATES, NOVAPRO, INC., CROSS COUNTRY LOCAL, INC. AND ASSIGNMENT AMERICA, INC.)

THIS AGREEMENT, entered into this ____ day of ____________ __ , 2004, by and between the COUNTY OF SAN MATEO, hereinafter called "County," and Cross Country TravCorps, Inc., a Delaware corporation (d/b/a Cross Country Staffing) (on behalf of itself and its affiliates, NovaPro, Inc., Cross Country Local, Inc. and Assignment America, Inc.) , 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 temporary staffing services as requested by County and as described in Exhibit A.

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 H—HIPAA Business Associate requirements 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 and under all other agreements approved collectively by single Resolution, exceed ONE MILLION SIX HUNDRED FORTY-FIVE THOUSAND DOLLARS ($1,645,000).

4.

Term and Termination.

Subject to compliance with all terms and conditions, the term of this Agreement shall be from July 1, 2004 through June 30, 2006. This Agreement may be terminated by Contractor, the Chief Executive Officer of San Mateo Medical Center or 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 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, (C) 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, 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.

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 not commence work or be required to commence work under this Agreement unless and until all insurance required under this paragraph has been obtained and such insurance has been approved by Risk Management, and Contractor shall use diligence to obtain such issuance and to obtain such approval. The Contractor shall furnish the Department/Division with certificates of insurance evidencing the required coverage, and there shall be a specific contractual liability endorsement extending the Contractor's coverage to include the contractual liability assumed by the 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/Division of any pending change in the limits of liability or of any cancellation or modification of the policy.

(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, as required by Section 1861 of the California Labor Code, that it is aware 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 will comply with such provisions before commencing the performance of the work of this Agreement.

(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, ordinances and regulations, including, but not limited to, the Health Insurance Portability and Accountability Act of 1996 (HIPAA), and the Federal Regulations promulgated thereunder, as amended, and will comply with the Business Associate requirements set forth in Attachment “H,” and the Americans with Disabilities Act of1990, 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.

A.

Section 504 applies only to Contractors 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.

B.

General non-discrimination. No person shall, on the grounds of race, color, religion, ancestry, gender, age (over 40), national origin, medical condition (cancer), physical or mental disability, sexual orientation, pregnancy, childbirth or related medical condition, marital status, or political affiliation be denied any benefits or subject to discrimination under this Agreement.

C.

Equal employment opportunity. Contractor shall ensure equal employment opportunity based on objective standards of recruitment, classification, selection, promotion, compensation, performance evaluation, and management relations for all employees under this Agreement. Contractor’s equal employment policies shall be made available to County of San Mateo upon request.

D.

Violation of Non-discrimination provisions. 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;

iii)

liquidated damages of $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 section, the County Manager shall have the authority to examine Contractor’s employment records with respect to compliance with this paragraph and/or to set off all or any portion of the amount described in this paragraph against amounts due to Contractor under the Contract or any other Contract 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 30 days of such filing, provided that within such 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 their response to the Complaint when filed.

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.

H. 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 Contractor, to: Cross Country TravCorps, Inc., a Delaware corporation (d/b/a Cross Country Staffing) (on behalf of itself and its affiliates, NovaPro, Inc., Cross Country Local, Inc. and Assignment America, Inc.) 6551 Park of Commerce Blvd., Suite 200 Boca Raton, FL 33487 94030 Attn: Ian MacIntosh

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

CROSS COUNTRY TRAVCORPS, INC., A DELAWARE CORPORATION (D/B/A CROSS COUNTRY STAFFING) (ON BEHALF OF ITSELF AND ITS AFFILIATES, NOVAPRO, INC., CROSS COUNTRY LOCAL, INC. AND ASSIGNMENT AMERICA, INC.)

Contractor’s Signature

Date:

Exhibit “A”

Services

For payment as specified in Schedule B, Contractor shall provide the following services at County's request:

1.

Professional staff, including, but not limited to, Registered Nurses, Licensed Vocational Nurses, Psychiatric Nurses, Operating Room Technicians, Certified Nursing Assistants, Medical Assistants, Respiratory Therapists, Surgical Technicians, and Rehabilitation Therapists shall be supplied for services to be performed at San Mateo County’s San Mateo Medical Center (SMMC), including SMMC's Burlingame Long Term Care, and the AIDS Program on a daily "on-call" basis as needed by County.

2.

Contractor shall provide nursing and/or rehabilitation staff upon direct request from San Mateo Medical Center, Burlingame Long Term Care and the AIDS Program. The assignment of staff may be scheduled as follows:

a.

A definitive period of eight (8) or thirteen (13) weeks assignment for anticipated core staffing vacancies or shortages.

2.

It is intended that Contractor, in performing services herein specified, shall act as an independent contractor and shall have control of its work and the manner in which it is performed. It shall be free to contract for similar services to be performed for other facilities while it is under contract with County.

3.

Contractor shall provide experienced and qualified personnel to carry out the work to be performed by Contractor under this Agreement, and Contractor's staff shall be under direct professional supervision of County while performing such work. County can reject Contractor's personnel at any time at the total discretion of appropriate hospital staff. County shall provide Contractor with orientation packets for each facility. Contractor shall provide copies of these packets to Contractor's personnel prior to their assignment t the respective facilities. Contractor shall provide orientation to staff including, but not limited to, infection control review, electrical safety, fire safety, and body mechanics, prior to assignment. Personnel assigned by Contractor shall have the following minimum qualifications:

a.

Current valid California nursing license as necessary.

b.

Appropriate skills for the assignment with experience in a comparable setting within the last five (5) years.

4.

Contractor shall comply with regulatory standards i.e. Joint Commission on Accreditation of Hospitals Organization, State of California, and other regulatory agencies.

5.

Contractor certifies that all personnel assigned to County's facilities meet the appropriate physical examination requirements as stated in Title 22 of the California Administrative Code, Division 5, Licensing and Certification of Health and Facilities and Referral Agencies.

6.

Contractor shall comply with all applicable state and federal laws regarding confidentiality and HIV/AIDS.

7.

Contractor shall provide verification of current licensure, CPR certification, appropriate skills, health screening and orientation of each employee by countersigning the "Registry Verification Card," which shall be completed by the employee on his/her first assignment to each facility. These cards shall be kept on file by the appropriate facility. Contractor shall update their employees' verification cards at least every three (3) months in order to determine current licensures and certifications.

8.

Contractor shall provide quality assurance protocols and will allow access to all quality assurance documentation.

9.

Contractor shall evaluate employees on a yearly basis and provide County with a copy of most current evaluation.

10.

Contractor's personnel are employees of Contractor. Contractor assumes all responsibility for all workers' compensation and professional liability coverage.

11.

County and its authorized representatives shall not take active steps in recruitment of Contractor personnel for employment. County may hire specific Contractor personnel only after such personnel has given their employer a fourteen (14) days' prior written notice or intent to resign their affiliation with Contractor.

12.

Contractor's employees shall meet and maintain County's department-specific competencies and skills in appropriate area of assignment.

13.

Contractor's employees shall provide care to assigned patient population consistent with SMMC Policies and Procedures.

14.

Contractor’s employees shall provide documentation including plan of care and patient teaching as outlined in SMMC care guidelines.

15.

Contractor’s employees shall maintain and uphold SMMC patient care safety practices and standards.

16.

Contractor’s employees shall adhere to Fire/Safety/Health/HIPPAA issues at SMMC.

17.

Contractor’s employees shall recognize the hierarchal organizational structure and work harmoniously with SMMC staff toward a common goal of good patient care.

18.

Contractor's employees shall be cognizant of quality and performance improvement issues and projects and participate collaboratively with the staff in achieving the standards set by the organization.

19.

Contractor shall provide SMMC (Nursing Staffing Office or Director of Rehabilitation) with all pertinent information and employee’s certifications or licenses before the tour of duty commences. Contractor shall submit and complete the hospital’s competency checklist before Contractor’s employees starts their tour of duty.

20.

Contractor’s employees are expected to “float” to another unit as need arises and competencies are current.

Exhibit “B”

Payments

1.

Contractor will provide staff upon direct request from San Mateo Medical Center (SMMC). For services as specified in Schedule A, County shall pay Contractor according to the following rate schedules:

RN Specialty RN Non-Specialty RN Extended (Traveler) DAYS $53 $51 $62 PMs $54 $52 $63 NIGHTS $55 $53 $64

LVN / LPT NA / MA OR Tech DAYS $37 $23 $21 PMs $38 $24 $22 NIGHTS $39 $25 $23

Respiratory Therapist Days $57 Evenings $58 Nights $59 Surgical Technician Days $21 Evenings $22 Nights $23

Rehabilitation Therapist W/day W/end Registered Physical Therapist 56.00 59.00 Registered Occupational Therapist 56.00 59.00 Speech Therapist 56.00 59.00 Physical Therapy Assistant 43.00 46.00 Certified Occupational Therapy Assistant 43.00 46.00

2.

As to all classifications mentioned, the rates quoted herein are on a per hour basis. SMMC shall pay Contractor one-and-one-half (1 ½) times the appropriate rate for shifts worked on the following holidays (rate effective beginning 10-7 shift on the evening of the holiday through 3-11 shift on the day of the holiday): New Year’s Day, Martin Luther King’s Birthday, President’s Day, Memorial Day, July 4th, Labor Day, Thanksgiving and Christmas.

3.

Overtime is paid at one-and-one-half (1 ½) times for all hours worked over the scheduled daily shift. When a 12 hour shift is scheduled, overtime is paid after completing 12 hours. All overtime must be pre-approved by Nursing Administration or Director of Rehabilitation.

4.

Contractor shall charge SMMC four (4) hours in the event SMMC does not provide Contractor with at least two (2) hours notice of cancellation.

5.

Contractor shall credit SMMC four (4) hours in the event Contractor does not provide SMMC with at least two (2) hours notice of cancellation.

6.

Contractor shall provide billing consistent with the contract rate and provide accurate accounting of labor hours. SMMC will not pay hours that are not documented on the time sheets and will hold Contractor responsible for accurate reporting of Contractor’s employee’s time In and Out.

7.

Contractor shall provide accurate reports of employee’s overtime. SMMC Administrative Staff (Director, Managers and Supervisors) will have to approve the request for overtime and must sign the authorization on the time sheet. Failure to comply with this procedure will result in non-payment of the overtime hours.

8.

Contractor’s employees shall be compensated for full shift work in the event of late calls, provided that the employee arrives within one and one half hours from the time the request is made.

9.

Contractor shall credit SMMC four (4) hours in the event Contractor does not provide SMMC with at least two (2) hours notice of cancellation.

10.

Invoices

Contractor shall submit invoices to SMMC prior to processing for payment as follows:

San Mateo Medical Center 222 West 39th Avenue San Mateo, CA 94403 Attn: Nursing Administration San Mateo County AIDS Program 225 West 37th Avenue San Mateo, CA 94403 ATTN: Deputy Director, Public Health

AGREEMENT BETWEEN THE COUNTY OF SAN MATEO AND FIRST CALL NURSING SERVICES, INC.

THIS AGREEMENT, entered into this ____ day of ____________ __ , 2004, by and between the COUNTY OF SAN MATEO, hereinafter called "County," and First Call Nursing Services, Inc., 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 temporary staffing services as requested by County and as described in Exhibit A.

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 H—HIPAA Business Associate requirements 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 and under all other agreements approved collectively by single Resolution, exceed ONE MILLION SIX HUNDRED FORTY-FIVE THOUSAND DOLLARS ($1,645,000).

4.

Term and Termination.

Subject to compliance with all terms and conditions, the term of this Agreement shall be from July 1, 2004 through June 30, 2006. This Agreement may be terminated by Contractor, the Chief Executive Officer of San Mateo Medical Center or 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 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, (C) 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, 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.

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 not commence work or be required to commence work under this Agreement unless and until all insurance required under this paragraph has been obtained and such insurance has been approved by Risk Management, and Contractor shall use diligence to obtain such issuance and to obtain such approval. The Contractor shall furnish the Department/Division with certificates of insurance evidencing the required coverage, and there shall be a specific contractual liability endorsement extending the Contractor's coverage to include the contractual liability assumed by the 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/Division of any pending change in the limits of liability or of any cancellation or modification of the policy.

(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, as required by Section 1861 of the California Labor Code, that it is aware 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 will comply with such provisions before commencing the performance of the work of this Agreement.

(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, ordinances and regulations, including, but not limited to, the Health Insurance Portability and Accountability Act of 1996 (HIPAA), and the Federal Regulations promulgated thereunder, as amended, and will comply with the Business Associate requirements set forth in Attachment “H,” and the Americans with Disabilities Act of1990, 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.

A.

Section 504 applies only to Contractors 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.

B.

General non-discrimination. No person shall, on the grounds of race, color, religion, ancestry, gender, age (over 40), national origin, medical condition (cancer), physical or mental disability, sexual orientation, pregnancy, childbirth or related medical condition, marital status, or political affiliation be denied any benefits or subject to discrimination under this Agreement.

C.

Equal employment opportunity. Contractor shall ensure equal employment opportunity based on objective standards of recruitment, classification, selection, promotion, compensation, performance evaluation, and management relations for all employees under this Agreement. Contractor’s equal employment policies shall be made available to County of San Mateo upon request.

D.

Violation of Non-discrimination provisions. 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;

iii)

liquidated damages of $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 section, the County Manager shall have the authority to examine Contractor’s employment records with respect to compliance with this paragraph and/or to set off all or any portion of the amount described in this paragraph against amounts due to Contractor under the Contract or any other Contract 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 30 days of such filing, provided that within such 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 their response to the Complaint when filed.

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.

I. 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 39th Avenue San Mateo, CA 94403 Attn: Kathi Palange

In the case of Contractor, to: First Call Nursing Services, Inc. 1115 South Victoria Drive Milpitas, CA 95035 Attn: Celina Salazar-Camillo, R.N., B.S.N.

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

FIRST CALL NURSING SERVICES, INC.

Contractor’s Signature

Date:

Exhibit “A”

Services

For payment as specified in Schedule B, Contractor shall provide the following services at County's request:

1.

Professional staff, including, but not limited to, Registered Nurses, Licensed Vocational Nurses, Psychiatric Nurses, Operating Room Technicians, Certified Nursing Assistants, Medical Assistants, Respiratory Therapists, Surgical Technicians, and Rehabilitation Therapists shall be supplied for services to be performed at San Mateo County’s San Mateo Medical Center (SMMC), including SMMC's Burlingame Long Term Care, and the AIDS Program on a daily "on-call" basis as needed by County.

2.

Contractor shall provide nursing and/or rehabilitation staff upon direct request from San Mateo Medical Center, Burlingame Long Term Care and the AIDS Program. The assignment of staff may be scheduled as follows:

a.

A definitive period of eight (8) or thirteen (13) weeks assignment for anticipated core staffing vacancies or shortages.

2.

It is intended that Contractor, in performing services herein specified, shall act as an independent contractor and shall have control of its work and the manner in which it is performed. It shall be free to contract for similar services to be performed for other facilities while it is under contract with County.

3.

Contractor shall provide experienced and qualified personnel to carry out the work to be performed by Contractor under this Agreement, and Contractor's staff shall be under direct professional supervision of County while performing such work. County can reject Contractor's personnel at any time at the total discretion of appropriate hospital staff. County shall provide Contractor with orientation packets for each facility. Contractor shall provide copies of these packets to Contractor's personnel prior to their assignment t the respective facilities. Contractor shall provide orientation to staff including, but not limited to, infection control review, electrical safety, fire safety, and body mechanics, prior to assignment. Personnel assigned by Contractor shall have the following minimum qualifications:

a.

Current valid California nursing license as necessary.

b.

Appropriate skills for the assignment with experience in a comparable setting within the last five (5) years.

4.

Contractor shall comply with regulatory standards i.e. Joint Commission on Accreditation of Hospitals Organization, State of California, and other regulatory agencies.

5.

Contractor certifies that all personnel assigned to County's facilities meet the appropriate physical examination requirements as stated in Title 22 of the California Administrative Code, Division 5, Licensing and Certification of Health and Facilities and Referral Agencies.

6.

Contractor shall comply with all applicable state and federal laws regarding confidentiality and HIV/AIDS.

7.

Contractor shall provide verification of current licensure, CPR certification, appropriate skills, health screening and orientation of each employee by countersigning the "Registry Verification Card," which shall be completed by the employee on his/her first assignment to each facility. These cards shall be kept on file by the appropriate facility. Contractor shall update their employees' verification cards at least every three (3) months in order to determine current licensures and certifications.

8.

Contractor shall provide quality assurance protocols and will allow access to all quality assurance documentation.

9.

Contractor shall evaluate employees on a yearly basis and provide County with a copy of most current evaluation.

10.

Contractor's personnel are employees of Contractor. Contractor assumes all responsibility for all workers' compensation and professional liability coverage.

11.

County and its authorized representatives shall not take active steps in recruitment of Contractor personnel for employment. County may hire specific Contractor personnel only after such personnel has given their employer a fourteen (14) days' prior written notice or intent to resign their affiliation with Contractor.

12.

Contractor's employees shall meet and maintain County's department-specific competencies and skills in appropriate area of assignment.

13.

Contractor's employees shall provide care to assigned patient population consistent with SMMC Policies and Procedures.

14.

Contractor’s employees shall provide documentation including plan of care and patient teaching as outlined in SMMC care guidelines.

15.

Contractor’s employees shall maintain and uphold SMMC patient care safety practices and standards.

16.

Contractor’s employees shall adhere to Fire/Safety/Health/HIPPAA issues at SMMC.

17.

Contractor’s employees shall recognize the hierarchal organizational structure and work harmoniously with SMMC staff toward a common goal of good patient care.

18.

Contractor's employees shall be cognizant of quality and performance improvement issues and projects and participate collaboratively with the staff in achieving the standards set by the organization.

19.

Contractor shall provide SMMC (Nursing Staffing Office or Director of Rehabilitation) with all pertinent information and employee’s certifications or licenses before the tour of duty commences. Contractor shall submit and complete the hospital’s competency checklist before Contractor’s employees starts their tour of duty.

20.

Contractor’s employees are expected to “float” to another unit as need arises and competencies are current.

21.

Long Term Permanent Placement Registered Nurse:

1.

Contractor staff will be interviewed by San Mateo Medical Center Management.

2.

Contractor staff will be assigned to one unit but would be expected to float to other identified units after competency training.

3.

Contractor staff will generally be assigned to a float pool and oriented to multiple unit areas.

4.

Contractor staff would work weekends per unit needs.

5.

Contractor staff could be assigned to a float pool and oriented to multiple unit areas.

6.

Contractor is guaranteed hours of hired work status. If unit/Hospital census is low, SMMC can contact Contractor and Contractor will make every effort to place the Registered Nurse (RN) in another contracted facility for the decided upon amount of time. Staff may also be cancelled for a day and rescheduled for another day within the same pay period.

7.

If Contractor staff call in sick, Contractor will make an attempt to replace the RN.

8.

After an eight (8) month paid placement, San Mateo Medical Center has the option to hire the RN as a permanent employee without any fees.

Exhibit “B”

Payments

1.

Contractor will provide staff upon direct request from San Mateo Medical Center (SMMC). For services as specified in Schedule A, County shall pay Contractor according to the following rate schedules:

RN Specialty RN Non-Specialty RN Extended (Traveler) DAYS $53 $51 $62 PMs $54 $52 $63 NIGHTS $55 $53 $64

LVN / LPT NA / MA OR Tech DAYS $37 $23 $21 PMs $38 $24 $22 NIGHTS $39 $25 $23

Respiratory Therapist Days $57 Evenings $58 Nights $59 Surgical Technician Days $21 Evenings $22 Nights $23

Rehabilitation Therapist W/day W/end Registered Physical Therapist 56.00 59.00 Registered Occupational Therapist 56.00 59.00 Speech Therapist 56.00 59.00 Physical Therapy Assistant 43.00 46.00 Certified Occupational Therapy Assistant 43.00 46.00

Long Term Permanent Placement Registered Nurse Orientation Period Unpaid, up to a minimum of (4) weeks; a longer orientation period can be negotiated. Hourly salary for first four (4) months $49 Hourly salary for fifth (5) month thereafter $52

2.

As to all classifications mentioned, the rates quoted herein are on a per hour basis. SMMC shall pay Contractor one-and-one-half (1 ½) times the appropriate rate for shifts worked on the following holidays (rate effective beginning 10-7 shift on the evening of the holiday through 3-11 shift on the day of the holiday): New Year’s Day, Martin Luther King’s Birthday, President’s Day, Memorial Day, July 4th, Labor Day, Thanksgiving and Christmas.

3.

Overtime is paid at one-and-one-half (1 ½) times for all hours worked over the scheduled daily shift. When a 12 hour shift is scheduled, overtime is paid after completing 12 hours. All overtime must be pre-approved by Nursing Administration or Director of Rehabilitation.

4.

Contractor shall charge SMMC four (4) hours in the event SMMC does not provide Contractor with at least two (2) hours notice of cancellation.

5.

Contractor shall credit SMMC four (4) hours in the event Contractor does not provide SMMC with at least two (2) hours notice of cancellation.

6.

Contractor shall provide billing consistent with the contract rate and provide accurate accounting of labor hours. SMMC will not pay hours that are not documented on the time sheets and will hold Contractor responsible for accurate reporting of Contractor’s employee’s time In and Out.

7.

Contractor shall provide accurate reports of employee’s overtime. SMMC Administrative Staff (Director, Managers and Supervisors) will have to approve the request for overtime and must sign the authorization on the time sheet. Failure to comply with this procedure will result in non-payment of the overtime hours.

8.

Contractor’s employees shall be compensated for full shift work in the event of late calls, provided that the employee arrives within one and one half hours from the time the request is made.

9.

Contractor shall credit SMMC four (4) hours in the event Contractor does not provide SMMC with at least two (2) hours notice of cancellation.

10.

In the event a Contractor’s employee is hired immediately with a designated time commitment Contractor will be paid based on the following schedule:

First Call Employees who are in the “No Fee Placement Contract” After 10 months of continued assignment NO” Change of Employer” Fee Prior to 10 months and SMMC wishes to hire the above First Call employee $2,000 per month of remaining unworked months in the agreement

For any First Call Employee category (RNs and Allied Professionals) First Call employee who has worked a total of 1,000 hours or more for SMMC at any given time. NO” Change of Employer” Fee First Call employee who has worked less than 1,000 hours but greater than 600 hours. $4,000 First Call employee who has worked less than 600 hours. $5,000

LVNs First Call employee who has worked a total of 800 hours or more for SMMC at any given time. NO” Change of Employer” Fee First Call employee who has worked less than 800. $3,000

Certified Nursing Assistants First Call employee who has worked a total of 800 hours or more for SMMC at any given time. NO” Change of Employer” Fee First Call employee who has worked less than 800. $1,000 Contractor’s staff who is hired must commit to at least one-year of service. If staff leaves before the one-year commitment is up, Contractor shall replace the staff to complete the commitment at no added cost to County; or Contractor shall refund County equivalent to a prorated amount based on the permanent placement fee.

11.

Invoices

Contractor shall submit invoices to SMMC prior to processing for payment as follows:

San Mateo Medical Center 222 West 39th Avenue San Mateo, CA 94403 Attn: Nursing Administration San Mateo County AIDS Program 225 West 37th Avenue San Mateo, CA 94403 ATTN: Deputy Director, Public Health

AGREEMENT BETWEEN THE COUNTY OF SAN MATEO AND MEDSTAFF

THIS AGREEMENT, entered into this ____ day of ____________ __ , 2004, by and between the COUNTY OF SAN MATEO, hereinafter called "County," and MEDSTAFF, 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 temporary staffing services as requested by County and as described in Exhibit A.

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 H—HIPAA Business Associate requirements 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 and under all other agreements approved collectively by single Resolution, exceed ONE MILLION SIX HUNDRED FORTY-FIVE THOUSAND DOLLARS ($1,645,000).

4.

Term and Termination.

Subject to compliance with all terms and conditions, the term of this Agreement shall be from July 1, 2004 through June 30, 2006. This Agreement may be terminated by Contractor, the Chief Executive Officer of San Mateo Medical Center or 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 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, (C) 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, 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.

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 not commence work or be required to commence work under this Agreement unless and until all insurance required under this paragraph has been obtained and such insurance has been approved by Risk Management, and Contractor shall use diligence to obtain such issuance and to obtain such approval. The Contractor shall furnish the Department/Division with certificates of insurance evidencing the required coverage, and there shall be a specific contractual liability endorsement extending the Contractor's coverage to include the contractual liability assumed by the 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/Division of any pending change in the limits of liability or of any cancellation or modification of the policy.

(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, as required by Section 1861 of the California Labor Code, that it is aware 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 will comply with such provisions before commencing the performance of the work of this Agreement.

(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, ordinances and regulations, including, but not limited to, the Health Insurance Portability and Accountability Act of 1996 (HIPAA), and the Federal Regulations promulgated thereunder, as amended, and will comply with the Business Associate requirements set forth in Attachment “H,” and the Americans with Disabilities Act of1990, 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.

A.

Section 504 applies only to Contractors 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.

B.

General non-discrimination. No person shall, on the grounds of race, color, religion, ancestry, gender, age (over 40), national origin, medical condition (cancer), physical or mental disability, sexual orientation, pregnancy, childbirth or related medical condition, marital status, or political affiliation be denied any benefits or subject to discrimination under this Agreement.

C.

Equal employment opportunity. Contractor shall ensure equal employment opportunity based on objective standards of recruitment, classification, selection, promotion, compensation, performance evaluation, and management relations for all employees under this Agreement. Contractor’s equal employment policies shall be made available to County of San Mateo upon request.

D.

Violation of Non-discrimination provisions. 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;

iii)

liquidated damages of $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 section, the County Manager shall have the authority to examine Contractor’s employment records with respect to compliance with this paragraph and/or to set off all or any portion of the amount described in this paragraph against amounts due to Contractor under the Contract or any other Contract 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 30 days of such filing, provided that within such 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 their response to the Complaint when filed.

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.

J. 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 39th Avenue San Mateo, CA 94403 Attn: Kathi Palange

In the case of Contractor, to: Medstaff 1700 California St., Ste. 475 San Francisco, CA 94109 Attn: Robert Basile

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

MEDSTAFF

Contractor’s Signature

Date:

Exhibit “A”

Services

For payment as specified in Schedule B, Contractor shall provide the following services at County's request:

1.

Professional staff, including, but not limited to, Registered Nurses, Licensed Vocational Nurses, Psychiatric Nurses, Operating Room Technicians, Certified Nursing Assistants, Medical Assistants, Respiratory Therapists, Surgical Technicians, and Rehabilitation Therapists shall be supplied for services to be performed at San Mateo County’s San Mateo Medical Center (SMMC), including SMMC's Burlingame Long Term Care, and the AIDS Program on a daily "on-call" basis as needed by County.

2.

Contractor shall provide nursing and/or rehabilitation staff upon direct request from San Mateo Medical Center, Burlingame Long Term Care and the AIDS Program. The assignment of staff may be scheduled as follows:

a.

A definitive period of eight (8) or thirteen (13) weeks assignment for anticipated core staffing vacancies or shortages.

2.

It is intended that Contractor, in performing services herein specified, shall act as an independent contractor and shall have control of its work and the manner in which it is performed. It shall be free to contract for similar services to be performed for other facilities while it is under contract with County.

3.

Contractor shall provide experienced and qualified personnel to carry out the work to be performed by Contractor under this Agreement, and Contractor's staff shall be under direct professional supervision of County while performing such work. County can reject Contractor's personnel at any time at the total discretion of appropriate hospital staff. County shall provide Contractor with orientation packets for each facility. Contractor shall provide copies of these packets to Contractor's personnel prior to their assignment t the respective facilities. Contractor shall provide orientation to staff including, but not limited to, infection control review, electrical safety, fire safety, and body mechanics, prior to assignment. Personnel assigned by Contractor shall have the following minimum qualifications:

a.

Current valid California nursing license as necessary.

b.

Appropriate skills for the assignment with experience in a comparable setting within the last five (5) years.

4.

Contractor shall comply with regulatory standards i.e. Joint Commission on Accreditation of Hospitals Organization, State of California, and other regulatory agencies.

5.

Contractor certifies that all personnel assigned to County's facilities meet the appropriate physical examination requirements as stated in Title 22 of the California Administrative Code, Division 5, Licensing and Certification of Health and Facilities and Referral Agencies.

6.

Contractor shall comply with all applicable state and federal laws regarding confidentiality and HIV/AIDS.

7.

Contractor shall provide verification of current licensure, CPR certification, appropriate skills, health screening and orientation of each employee by countersigning the "Registry Verification Card," which shall be completed by the employee on his/her first assignment to each facility. These cards shall be kept on file by the appropriate facility. Contractor shall update their employees' verification cards at least every three (3) months in order to determine current licensures and certifications.

8.

Contractor shall provide quality assurance protocols and will allow access to all quality assurance documentation.

9.

Contractor shall evaluate employees on a yearly basis and provide County with a copy of most current evaluation.

10.

Contractor's personnel are employees of Contractor. Contractor assumes all responsibility for all workers' compensation and professional liability coverage.

11.

County and its authorized representatives shall not take active steps in recruitment of Contractor personnel for employment. County may hire specific Contractor personnel only after such personnel has given their employer a fourteen (14) days' prior written notice or intent to resign their affiliation with Contractor.

12.

Contractor's employees shall meet and maintain County's department-specific competencies and skills in appropriate area of assignment.

13.

Contractor's employees shall provide care to assigned patient population consistent with SMMC Policies and Procedures.

14.

Contractor’s employees shall provide documentation including plan of care and patient teaching as outlined in SMMC care guidelines.

15.

Contractor’s employees shall maintain and uphold SMMC patient care safety practices and standards.

16.

Contractor’s employees shall adhere to Fire/Safety/Health/HIPPAA issues at SMMC.

17.

Contractor’s employees shall recognize the hierarchal organizational structure and work harmoniously with SMMC staff toward a common goal of good patient care.

18.

Contractor's employees shall be cognizant of quality and performance improvement issues and projects and participate collaboratively with the staff in achieving the standards set by the organization.

19.

Contractor shall provide SMMC (Nursing Staffing Office or Director of Rehabilitation) with all pertinent information and employee’s certifications or licenses before the tour of duty commences. Contractor shall submit and complete the hospital’s competency checklist before Contractor’s employees starts their tour of duty.

20.

Contractor’s employees are expected to “float” to another unit as need arises and competencies are current.

Exhibit “B”

Payments

1.

Contractor will provide staff upon direct request from San Mateo Medical Center (SMMC). For services as specified in Schedule A, County shall pay Contractor according to the following rate schedules:

RN Specialty RN Non-Specialty RN Extended (Traveler) DAYS $53 $51 $62 PMs $54 $52 $63 NIGHTS $55 $53 $64

LVN / LPT NA / MA OR Tech DAYS $37 $23 $21 PMs $38 $24 $22 NIGHTS $39 $25 $23

Respiratory Therapist Days $57 Evenings $58 Nights $59 Surgical Technician Days $21 Evenings $22 Nights $23

Rehabilitation Therapist W/day W/end Registered Physical Therapist 56.00 59.00 Registered Occupational Therapist 56.00 59.00 Speech Therapist 56.00 59.00 Physical Therapy Assistant 43.00 46.00 Certified Occupational Therapy Assistant 43.00 46.00

2.

As to all classifications mentioned, the rates quoted herein are on a per hour basis. SMMC shall pay Contractor one-and-one-half (1 ½) times the appropriate rate for shifts worked on the following holidays (rate effective beginning 10-7 shift on the evening of the holiday through 3-11 shift on the day of the holiday): New Year’s Day, Martin Luther King’s Birthday, President’s Day, Memorial Day, July 4th, Labor Day, Thanksgiving and Christmas.

3.

Overtime is paid at one-and-one-half (1 ½) times for all hours worked over the scheduled daily shift. When a 12 hour shift is scheduled, overtime is paid after completing 12 hours. All overtime must be pre-approved by Nursing Administration or Director of Rehabilitation.

4.

Contractor shall charge SMMC four (4) hours in the event SMMC does not provide Contractor with at least two (2) hours notice of cancellation.

5.

Contractor shall credit SMMC four (4) hours in the event Contractor does not provide SMMC with at least two (2) hours notice of cancellation.

6.

Contractor shall provide billing consistent with the contract rate and provide accurate accounting of labor hours. SMMC will not pay hours that are not documented on the time sheets and will hold Contractor responsible for accurate reporting of Contractor’s employee’s time In and Out.

7.

Contractor shall provide accurate reports of employee’s overtime. SMMC Administrative Staff (Director, Managers and Supervisors) will have to approve the request for overtime and must sign the authorization on the time sheet. Failure to comply with this procedure will result in non-payment of the overtime hours.

8.

Contractor’s employees shall be compensated for full shift work in the event of late calls, provided that the employee arrives within one and one half hours from the time the request is made.

9.

Contractor shall credit SMMC four (4) hours in the event Contractor does not provide SMMC with at least two (2) hours notice of cancellation.

10.

Invoices

Contractor shall submit invoices to SMMC prior to processing for payment as follows:

San Mateo Medical Center 222 West 39th Avenue San Mateo, CA 94403 Attn: Nursing Administration San Mateo County AIDS Program 225 West 37th Avenue San Mateo, CA 94403 ATTN: Deputy Director, Public Health

AGREEMENT BETWEEN THE COUNTY OF SAN MATEO AND NURSE PROVIDERS

THIS AGREEMENT, entered into this ____ day of ____________ __ , 2004, by and between the COUNTY OF SAN MATEO, hereinafter called "County," and NURSE PROVIDERS, 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 temporary staffing services as requested by County and as described in Exhibit A.

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 H—HIPAA Business Associate requirements 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 and under all other agreements approved collectively by single Resolution, exceed ONE MILLION SIX HUNDRED FORTY-FIVE THOUSAND DOLLARS ($1,645,000).

4.

Term and Termination.

Subject to compliance with all terms and conditions, the term of this Agreement shall be from July 1, 2004 through June 30, 2006. This Agreement may be terminated by Contractor, the Chief Executive Officer of San Mateo Medical Center or 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 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, (C) 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, 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.

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 not commence work or be required to commence work under this Agreement unless and until all insurance required under this paragraph has been obtained and such insurance has been approved by Risk Management, and Contractor shall use diligence to obtain such issuance and to obtain such approval. The Contractor shall furnish the Department/Division with certificates of insurance evidencing the required coverage, and there shall be a specific contractual liability endorsement extending the Contractor's coverage to include the contractual liability assumed by the 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/Division of any pending change in the limits of liability or of any cancellation or modification of the policy.

(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, as required by Section 1861 of the California Labor Code, that it is aware 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 will comply with such provisions before commencing the performance of the work of this Agreement.

(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, ordinances and regulations, including, but not limited to, the Health Insurance Portability and Accountability Act of 1996 (HIPAA), and the Federal Regulations promulgated thereunder, as amended, and will comply with the Business Associate requirements set forth in Attachment “H,” and the Americans with Disabilities Act of1990, 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.

A.

Section 504 applies only to Contractors 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.

B.

General non-discrimination. No person shall, on the grounds of race, color, religion, ancestry, gender, age (over 40), national origin, medical condition (cancer), physical or mental disability, sexual orientation, pregnancy, childbirth or related medical condition, marital status, or political affiliation be denied any benefits or subject to discrimination under this Agreement.

C.

Equal employment opportunity. Contractor shall ensure equal employment opportunity based on objective standards of recruitment, classification, selection, promotion, compensation, performance evaluation, and management relations for all employees under this Agreement. Contractor’s equal employment policies shall be made available to County of San Mateo upon request.

D.

Violation of Non-discrimination provisions. 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;

iii)

liquidated damages of $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 section, the County Manager shall have the authority to examine Contractor’s employment records with respect to compliance with this paragraph and/or to set off all or any portion of the amount described in this paragraph against amounts due to Contractor under the Contract or any other Contract 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 30 days of such filing, provided that within such 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 their response to the Complaint when filed.

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.

K. 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 39th Avenue San Mateo, CA 94403 Attn: Kathi Palange

In the case of Contractor, to: Nurse Providers 355 Gellert Blvd., Ste. 152 Daly City, CA 94015 Attn: Bruce Weisenberg

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

NURSE PROVIDERS

Contractor’s Signature

Date:

Exhibit “A”

Services

For payment as specified in Schedule B, Contractor shall provide the following services at County's request:

1.

Professional staff, including, but not limited to, Registered Nurses, Licensed Vocational Nurses, Psychiatric Nurses, Operating Room Technicians, Certified Nursing Assistants, Medical Assistants, Respiratory Therapists, Surgical Technicians, and Rehabilitation Therapists shall be supplied for services to be performed at San Mateo County’s San Mateo Medical Center (SMMC), including SMMC's Burlingame Long Term Care, and the AIDS Program on a daily "on-call" basis as needed by County.

2.

Contractor shall provide nursing and/or rehabilitation staff upon direct request from San Mateo Medical Center, Burlingame Long Term Care and the AIDS Program. The assignment of staff may be scheduled as follows:

a.

A definitive period of eight (8) or thirteen (13) weeks assignment for anticipated core staffing vacancies or shortages.

2.

It is intended that Contractor, in performing services herein specified, shall act as an independent contractor and shall have control of its work and the manner in which it is performed. It shall be free to contract for similar services to be performed for other facilities while it is under contract with County.

3.

Contractor shall provide experienced and qualified personnel to carry out the work to be performed by Contractor under this Agreement, and Contractor's staff shall be under direct professional supervision of County while performing such work. County can reject Contractor's personnel at any time at the total discretion of appropriate hospital staff. County shall provide Contractor with orientation packets for each facility. Contractor shall provide copies of these packets to Contractor's personnel prior to their assignment t the respective facilities. Contractor shall provide orientation to staff including, but not limited to, infection control review, electrical safety, fire safety, and body mechanics, prior to assignment. Personnel assigned by Contractor shall have the following minimum qualifications:

a.

Current valid California nursing license as necessary.

b.

Appropriate skills for the assignment with experience in a comparable setting within the last five (5) years.

4.

Contractor shall comply with regulatory standards i.e. Joint Commission on Accreditation of Hospitals Organization, State of California, and other regulatory agencies.

5.

Contractor certifies that all personnel assigned to County's facilities meet the appropriate physical examination requirements as stated in Title 22 of the California Administrative Code, Division 5, Licensing and Certification of Health and Facilities and Referral Agencies.

6.

Contractor shall comply with all applicable state and federal laws regarding confidentiality and HIV/AIDS.

7.

Contractor shall provide verification of current licensure, CPR certification, appropriate skills, health screening and orientation of each employee by countersigning the "Registry Verification Card," which shall be completed by the employee on his/her first assignment to each facility. These cards shall be kept on file by the appropriate facility. Contractor shall update their employees' verification cards at least every three (3) months in order to determine current licensures and certifications.

8.

Contractor shall provide quality assurance protocols and will allow access to all quality assurance documentation.

9.

Contractor shall evaluate employees on a yearly basis and provide County with a copy of most current evaluation.

10.

Contractor's personnel are employees of Contractor. Contractor assumes all responsibility for all workers' compensation and professional liability coverage.

11.

County and its authorized representatives shall not take active steps in recruitment of Contractor personnel for employment. County may hire specific Contractor personnel only after such personnel has given their employer a fourteen (14) days' prior written notice or intent to resign their affiliation with Contractor.

12.

Contractor's employees shall meet and maintain County's department-specific competencies and skills in appropriate area of assignment.

13.

Contractor's employees shall provide care to assigned patient population consistent with SMMC Policies and Procedures.

14.

Contractor’s employees shall provide documentation including plan of care and patient teaching as outlined in SMMC care guidelines.

15.

Contractor’s employees shall maintain and uphold SMMC patient care safety practices and standards.

16.

Contractor’s employees shall adhere to Fire/Safety/Health/HIPPAA issues at SMMC.

17.

Contractor’s employees shall recognize the hierarchal organizational structure and work harmoniously with SMMC staff toward a common goal of good patient care.

18.

Contractor's employees shall be cognizant of quality and performance improvement issues and projects and participate collaboratively with the staff in achieving the standards set by the organization.

19.

Contractor shall provide SMMC (Nursing Staffing Office or Director of Rehabilitation) with all pertinent information and employee’s certifications or licenses before the tour of duty commences. Contractor shall submit and complete the hospital’s competency checklist before Contractor’s employees starts their tour of duty.

20.

Contractor’s employees are expected to “float” to another unit as need arises and competencies are current.

Exhibit “B”

Payments

1.

Contractor will provide staff upon direct request from San Mateo Medical Center (SMMC). For services as specified in Schedule A, County shall pay Contractor according to the following rate schedules:

RN Specialty RN Non-Specialty RN Extended (Traveler) DAYS $53 $51 $62 PMs $54 $52 $63 NIGHTS $55 $53 $64

LVN / LPT NA / MA OR Tech DAYS $37 $23 $21 PMs $38 $24 $22 NIGHTS $39 $25 $23

Respiratory Therapist Days $57 Evenings $58 Nights $59 Surgical Technician Days $21 Evenings $22 Nights $23

Rehabilitation Therapist W/day W/end Registered Physical Therapist 56.00 59.00 Registered Occupational Therapist 56.00 59.00 Speech Therapist 56.00 59.00 Physical Therapy Assistant 43.00 46.00 Certified Occupational Therapy Assistant 43.00 46.00

2.

As to all classifications mentioned, the rates quoted herein are on a per hour basis. SMMC shall pay Contractor one-and-one-half (1 ½) times the appropriate rate for shifts worked on the following holidays (rate effective beginning 10-7 shift on the evening of the holiday through 3-11 shift on the day of the holiday): New Year’s Day, Martin Luther King’s Birthday, President’s Day, Memorial Day, July 4th, Labor Day, Thanksgiving and Christmas.

3.

Overtime is paid at one-and-one-half (1 ½) times for all hours worked over the scheduled daily shift. When a 12 hour shift is scheduled, overtime is paid after completing 12 hours. All overtime must be pre-approved by Nursing Administration or Director of Rehabilitation.

4.

Contractor shall charge SMMC four (4) hours in the event SMMC does not provide Contractor with at least two (2) hours notice of cancellation.

5.

Contractor shall credit SMMC four (4) hours in the event Contractor does not provide SMMC with at least two (2) hours notice of cancellation.

6.

Contractor shall provide billing consistent with the contract rate and provide accurate accounting of labor hours. SMMC will not pay hours that are not documented on the time sheets and will hold Contractor responsible for accurate reporting of Contractor’s employee’s time In and Out.

7.

Contractor shall provide accurate reports of employee’s overtime. SMMC Administrative Staff (Director, Managers and Supervisors) will have to approve the request for overtime and must sign the authorization on the time sheet. Failure to comply with this procedure will result in non-payment of the overtime hours.

8.

Contractor’s employees shall be compensated for full shift work in the event of late calls, provided that the employee arrives within one and one half hours from the time the request is made.

9.

Contractor shall credit SMMC four (4) hours in the event Contractor does not provide SMMC with at least two (2) hours notice of cancellation.

10.

Invoices

Contractor shall submit invoices to SMMC prior to processing for payment as follows:

San Mateo Medical Center 222 West 39th Avenue San Mateo, CA 94403 Attn: Nursing Administration San Mateo County AIDS Program 225 West 37th Avenue San Mateo, CA 94403 ATTN: Deputy Director, Public Health

Exhibit “A”

Services

For payment as specified in Schedule B, Contractor shall provide the following services at County's request:

1.

Professional staff, including, but not limited to, Registered Nurses, Licensed Vocational Nurses, Psychiatric Nurses, Operating Room Technicians, Certified Nursing Assistants, Medical Assistants, Respiratory Therapists, Surgical Technicians, and Rehabilitation Therapists shall be supplied for services to be performed at San Mateo County’s San Mateo Medical Center (SMMC), including SMMC's Burlingame Long Term Care, and the AIDS Program on a daily "on-call" basis as needed by County.

2.

Contractor shall provide nursing and/or rehabilitation staff upon direct request from San Mateo Medical Center, Burlingame Long Term Care and the AIDS Program. The assignment of staff may be scheduled as follows:

a.

A definitive period of eight (8) or thirteen (13) weeks assignment for anticipated core staffing vacancies or shortages.

2.

It is intended that Contractor, in performing services herein specified, shall act as an independent contractor and shall have control of its work and the manner in which it is performed. It shall be free to contract for similar services to be performed for other facilities while it is under contract with County.

3.

Contractor shall provide experienced and qualified personnel to carry out the work to be performed by Contractor under this Agreement, and Contractor's staff shall be under direct professional supervision of County while performing such work. County can reject Contractor's personnel at any time at the total discretion of appropriate hospital staff. County shall provide Contractor with orientation packets for each facility. Contractor shall provide copies of these packets to Contractor's personnel prior to their assignment t the respective facilities. Contractor shall provide orientation to staff including, but not limited to, infection control review, electrical safety, fire safety, and body mechanics, prior to assignment. Personnel assigned by Contractor shall have the following minimum qualifications:

a.

Current valid California nursing license as necessary.

b.

Appropriate skills for the assignment with experience in a comparable setting within the last five (5) years.

4.

Contractor shall comply with regulatory standards i.e. Joint Commission on Accreditation of Hospitals Organization, State of California, and other regulatory agencies.

5.

Contractor certifies that all personnel assigned to County's facilities meet the appropriate physical examination requirements as stated in Title 22 of the California Administrative Code, Division 5, Licensing and Certification of Health and Facilities and Referral Agencies.

6.

Contractor shall comply with all applicable state and federal laws regarding confidentiality and HIV/AIDS.

7.

Contractor shall provide verification of current licensure, CPR certification, appropriate skills, health screening and orientation of each employee by countersigning the "Registry Verification Card," which shall be completed by the employee on his/her first assignment to each facility. These cards shall be kept on file by the appropriate facility. Contractor shall update their employees' verification cards at least every three (3) months in order to determine current licensures and certifications.

8.

Contractor shall provide quality assurance protocols and will allow access to all quality assurance documentation.

9.

Contractor shall evaluate employees on a yearly basis and provide County with a copy of most current evaluation.

10.

Contractor's personnel are employees of Contractor. Contractor assumes all responsibility for all workers' compensation and professional liability coverage.

11.

County and its authorized representatives shall not take active steps in recruitment of Contractor personnel for employment. County may hire specific Contractor personnel only after such personnel has given their employer a fourteen (14) days' prior written notice or intent to resign their affiliation with Contractor.

12.

Contractor's employees shall meet and maintain County's department-specific competencies and skills in appropriate area of assignment.

13.

Contractor's employees shall provide care to assigned patient population consistent with SMMC Policies and Procedures.

14.

Contractor’s employees shall provide documentation including plan of care and patient teaching as outlined in SMMC care guidelines.

15.

Contractor’s employees shall maintain and uphold SMMC patient care safety practices and standards.

16.

Contractor’s employees shall adhere to Fire/Safety/Health/HIPPAA issues at SMMC.

17.

Contractor’s employees shall recognize the hierarchal organizational structure and work harmoniously with SMMC staff toward a common goal of good patient care.

18.

Contractor's employees shall be cognizant of quality and performance improvement issues and projects and participate collaboratively with the staff in achieving the standards set by the organization.

19.

Contractor shall provide SMMC (Nursing Staffing Office or Director of Rehabilitation) with all pertinent information and employee’s certifications or licenses before the tour of duty commences. Contractor shall submit and complete the hospital’s competency checklist before Contractor’s employees starts their tour of duty.

20.

Contractor’s employees are expected to “float” to another unit as need arises and competencies are current.

Exhibit “B”

Payments

1.

Contractor will provide staff upon direct request from San Mateo Medical Center (SMMC). For services as specified in Schedule A, County shall pay Contractor according to the following rate schedules:

RN Specialty RN Non-Specialty RN Extended (Traveler) DAYS $53 $51 $62 PMs $54 $52 $63 NIGHTS $55 $53 $64

LVN / LPT NA / MA OR Tech DAYS $37 $23 $21 PMs $38 $24 $22 NIGHTS $39 $25 $23

Respiratory Therapist Days $57 Evenings $58 Nights $59 Surgical Technician Days $21 Evenings $22 Nights $23

Rehabilitation Therapist W/day W/end Registered Physical Therapist 56.00 59.00 Registered Occupational Therapist 56.00 59.00 Speech Therapist 56.00 59.00 Physical Therapy Assistant 43.00 46.00 Certified Occupational Therapy Assistant 43.00 46.00

2.

As to all classifications mentioned, the rates quoted herein are on a per hour basis. SMMC shall pay Contractor one-and-one-half (1 ½) times the appropriate rate for shifts worked on the following holidays (rate effective beginning 10-7 shift on the evening of the holiday through 3-11 shift on the day of the holiday): New Year’s Day, Martin Luther King’s Birthday, President’s Day, Memorial Day, July 4th, Labor Day, Thanksgiving and Christmas.

3.

Overtime is paid at one-and-one-half (1 ½) times for all hours worked over the scheduled daily shift. When a 12 hour shift is scheduled, overtime is paid after completing 12 hours. All overtime must be pre-approved by Nursing Administration or Director of Rehabilitation.

4.

Contractor shall charge SMMC four (4) hours in the event SMMC does not provide Contractor with at least two (2) hours notice of cancellation.

5.

Contractor shall credit SMMC four (4) hours in the event Contractor does not provide SMMC with at least two (2) hours notice of cancellation.

6.

Contractor shall provide billing consistent with the contract rate and provide accurate accounting of labor hours. SMMC will not pay hours that are not documented on the time sheets and will hold Contractor responsible for accurate reporting of Contractor’s employee’s time In and Out.

7.

Contractor shall provide accurate reports of employee’s overtime. SMMC Administrative Staff (Director, Managers and Supervisors) will have to approve the request for overtime and must sign the authorization on the time sheet. Failure to comply with this procedure will result in non-payment of the overtime hours.

8.

Contractor’s employees shall be compensated for full shift work in the event of late calls, provided that the employee arrives within one and one half hours from the time the request is made.

9.

Contractor shall credit SMMC four (4) hours in the event Contractor does not provide SMMC with at least two (2) hours notice of cancellation.

10.

Invoices

Contractor shall submit invoices to SMMC prior to processing for payment as follows:

San Mateo Medical Center 222 West 39th Avenue San Mateo, CA 94403 Attn: Nursing Administration San Mateo County AIDS Program 225 West 37th Avenue San Mateo, CA 94403 ATTN: Deputy Director, Public Health

AGREEMENT BETWEEN THE COUNTY OF SAN MATEO AND NURSES PRN

THIS AGREEMENT, entered into this ____ day of ____________ __ , 2004, by and between the COUNTY OF SAN MATEO, hereinafter called "County," and NURSES PRN, 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 temporary staffing services as requested by County and as described in Exhibit A.

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 H—HIPAA Business Associate requirements 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 and under all other agreements approved collectively by single Resolution, exceed ONE MILLION SIX HUNDRED FORTY-FIVE THOUSAND DOLLARS ($1,645,000).

4.

Term and Termination.

Subject to compliance with all terms and conditions, the term of this Agreement shall be from July 1, 2004 through June 30, 2006. This Agreement may be terminated by Contractor, the Chief Executive Officer of San Mateo Medical Center or 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 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, (C) 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, 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.

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 not commence work or be required to commence work under this Agreement unless and until all insurance required under this paragraph has been obtained and such insurance has been approved by Risk Management, and Contractor shall use diligence to obtain such issuance and to obtain such approval. The Contractor shall furnish the Department/Division with certificates of insurance evidencing the required coverage, and there shall be a specific contractual liability endorsement extending the Contractor's coverage to include the contractual liability assumed by the 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/Division of any pending change in the limits of liability or of any cancellation or modification of the policy.

(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, as required by Section 1861 of the California Labor Code, that it is aware 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 will comply with such provisions before commencing the performance of the work of this Agreement.

(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, ordinances and regulations, including, but not limited to, the Health Insurance Portability and Accountability Act of 1996 (HIPAA), and the Federal Regulations promulgated thereunder, as amended, and will comply with the Business Associate requirements set forth in Attachment “H,” and the Americans with Disabilities Act of1990, 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.

A.

Section 504 applies only to Contractors 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.

B.

General non-discrimination. No person shall, on the grounds of race, color, religion, ancestry, gender, age (over 40), national origin, medical condition (cancer), physical or mental disability, sexual orientation, pregnancy, childbirth or related medical condition, marital status, or political affiliation be denied any benefits or subject to discrimination under this Agreement.

C.

Equal employment opportunity. Contractor shall ensure equal employment opportunity based on objective standards of recruitment, classification, selection, promotion, compensation, performance evaluation, and management relations for all employees under this Agreement. Contractor’s equal employment policies shall be made available to County of San Mateo upon request.

D.

Violation of Non-discrimination provisions. 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;

iii)

liquidated damages of $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 section, the County Manager shall have the authority to examine Contractor’s employment records with respect to compliance with this paragraph and/or to set off all or any portion of the amount described in this paragraph against amounts due to Contractor under the Contract or any other Contract 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 30 days of such filing, provided that within such 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 their response to the Complaint when filed.

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.

L. 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 39th Avenue San Mateo, CA 94403 Attn: Kathi Palange

In the case of Contractor, to: Nurses PRN 400 29th Street, Ste. 403 Oakland, CA 94609 Attn: Carlos M. Fuentes

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

NURSES PRN

Contractor’s Signature

Date:

Exhibit “A”

Services

For payment as specified in Schedule B, Contractor shall provide the following services at County's request:

1.

Professional staff, including, but not limited to, Registered Nurses, Licensed Vocational Nurses, Psychiatric Nurses, Operating Room Technicians, Certified Nursing Assistants, Medical Assistants, Respiratory Therapists, Surgical Technicians, and Rehabilitation Therapists shall be supplied for services to be performed at San Mateo County’s San Mateo Medical Center (SMMC), including SMMC's Burlingame Long Term Care, and the AIDS Program on a daily "on-call" basis as needed by County.

2.

Contractor shall provide nursing and/or rehabilitation staff upon direct request from San Mateo Medical Center, Burlingame Long Term Care and the AIDS Program. The assignment of staff may be scheduled as follows:

a.

A definitive period of eight (8) or thirteen (13) weeks assignment for anticipated core staffing vacancies or shortages.

2.

It is intended that Contractor, in performing services herein specified, shall act as an independent contractor and shall have control of its work and the manner in which it is performed. It shall be free to contract for similar services to be performed for other facilities while it is under contract with County.

3.

Contractor shall provide experienced and qualified personnel to carry out the work to be performed by Contractor under this Agreement, and Contractor's staff shall be under direct professional supervision of County while performing such work. County can reject Contractor's personnel at any time at the total discretion of appropriate hospital staff. County shall provide Contractor with orientation packets for each facility. Contractor shall provide copies of these packets to Contractor's personnel prior to their assignment t the respective facilities. Contractor shall provide orientation to staff including, but not limited to, infection control review, electrical safety, fire safety, and body mechanics, prior to assignment. Personnel assigned by Contractor shall have the following minimum qualifications:

a.

Current valid California nursing license as necessary.

b.

Appropriate skills for the assignment with experience in a comparable setting within the last five (5) years.

4.

Contractor shall comply with regulatory standards i.e. Joint Commission on Accreditation of Hospitals Organization, State of California, and other regulatory agencies.

5.

Contractor certifies that all personnel assigned to County's facilities meet the appropriate physical examination requirements as stated in Title 22 of the California Administrative Code, Division 5, Licensing and Certification of Health and Facilities and Referral Agencies.

6.

Contractor shall comply with all applicable state and federal laws regarding confidentiality and HIV/AIDS.

7.

Contractor shall provide verification of current licensure, CPR certification, appropriate skills, health screening and orientation of each employee by countersigning the "Registry Verification Card," which shall be completed by the employee on his/her first assignment to each facility. These cards shall be kept on file by the appropriate facility. Contractor shall update their employees' verification cards at least every three (3) months in order to determine current licensures and certifications.

8.

Contractor shall provide quality assurance protocols and will allow access to all quality assurance documentation.

9.

Contractor shall evaluate employees on a yearly basis and provide County with a copy of most current evaluation.

10.

Contractor's personnel are employees of Contractor. Contractor assumes all responsibility for all workers' compensation and professional liability coverage.

11.

County and its authorized representatives shall not take active steps in recruitment of Contractor personnel for employment. County may hire specific Contractor personnel only after such personnel has given their employer a fourteen (14) days' prior written notice or intent to resign their affiliation with Contractor.

12.

Contractor's employees shall meet and maintain County's department-specific competencies and skills in appropriate area of assignment.

13.

Contractor's employees shall provide care to assigned patient population consistent with SMMC Policies and Procedures.

14.

Contractor’s employees shall provide documentation including plan of care and patient teaching as outlined in SMMC care guidelines.

15.

Contractor’s employees shall maintain and uphold SMMC patient care safety practices and standards.

16.

Contractor’s employees shall adhere to Fire/Safety/Health/HIPPAA issues at SMMC.

17.

Contractor’s employees shall recognize the hierarchal organizational structure and work harmoniously with SMMC staff toward a common goal of good patient care.

18.

Contractor's employees shall be cognizant of quality and performance improvement issues and projects and participate collaboratively with the staff in achieving the standards set by the organization.

19.

Contractor shall provide SMMC (Nursing Staffing Office or Director of Rehabilitation) with all pertinent information and employee’s certifications or licenses before the tour of duty commences. Contractor shall submit and complete the hospital’s competency checklist before Contractor’s employees starts their tour of duty.

20.

Contractor’s employees are expected to “float” to another unit as need arises and competencies are current.

Exhibit “B”

Payments

1.

Contractor will provide staff upon direct request from San Mateo Medical Center (SMMC). For services as specified in Schedule A, County shall pay Contractor according to the following rate schedules:

RN Specialty RN Non-Specialty RN Extended (Traveler) DAYS $53 $51 $62 PMs $54 $52 $63 NIGHTS $55 $53 $64

LVN / LPT NA / MA OR Tech DAYS $37 $23 $21 PMs $38 $24 $22 NIGHTS $39 $25 $23

Respiratory Therapist Days $57 Evenings $58 Nights $59 Surgical Technician Days $21 Evenings $22 Nights $23

Rehabilitation Therapist W/day W/end Registered Physical Therapist 56.00 59.00 Registered Occupational Therapist 56.00 59.00 Speech Therapist 56.00 59.00 Physical Therapy Assistant 43.00 46.00 Certified Occupational Therapy Assistant 43.00 46.00

2.

As to all classifications mentioned, the rates quoted herein are on a per hour basis. SMMC shall pay Contractor one-and-one-half (1 ½) times the appropriate rate for shifts worked on the following holidays (rate effective beginning 10-7 shift on the evening of the holiday through 3-11 shift on the day of the holiday): New Year’s Day, Martin Luther King’s Birthday, President’s Day, Memorial Day, July 4th, Labor Day, Thanksgiving and Christmas.

3.

Overtime is paid at one-and-one-half (1 ½) times for all hours worked over the scheduled daily shift. When a 12 hour shift is scheduled, overtime is paid after completing 12 hours. All overtime must be pre-approved by Nursing Administration or Director of Rehabilitation.

4.

Contractor shall charge SMMC four (4) hours in the event SMMC does not provide Contractor with at least two (2) hours notice of cancellation.

5.

Contractor shall credit SMMC four (4) hours in the event Contractor does not provide SMMC with at least two (2) hours notice of cancellation.

6.

Contractor shall provide billing consistent with the contract rate and provide accurate accounting of labor hours. SMMC will not pay hours that are not documented on the time sheets and will hold Contractor responsible for accurate reporting of Contractor’s employee’s time In and Out.

7.

Contractor shall provide accurate reports of employee’s overtime. SMMC Administrative Staff (Director, Managers and Supervisors) will have to approve the request for overtime and must sign the authorization on the time sheet. Failure to comply with this procedure will result in non-payment of the overtime hours.

8.

Contractor’s employees shall be compensated for full shift work in the event of late calls, provided that the employee arrives within one and one half hours from the time the request is made.

9.

Contractor shall credit SMMC four (4) hours in the event Contractor does not provide SMMC with at least two (2) hours notice of cancellation.

10.

Invoices

Contractor shall submit invoices to SMMC prior to processing for payment as follows:

San Mateo Medical Center 222 West 39th Avenue San Mateo, CA 94403 Attn: Nursing Administration San Mateo County AIDS Program 225 West 37th Avenue San Mateo, CA 94403 ATTN: Deputy Director, Public Health

AGREEMENT BETWEEN THE COUNTY OF SAN MATEO AND PELICAN RESOURCES REGISTRY

THIS AGREEMENT, entered into this ____ day of ____________ __ , 2004, by and between the COUNTY OF SAN MATEO, hereinafter called "County," and PELICAN RESOURCES REGISTRY, 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 temporary staffing services as requested by County and as described in Exhibit A.

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 H—HIPAA Business Associate requirements 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 and under all other agreements approved collectively by single Resolution, exceed ONE MILLION SIX HUNDRED FORTY-FIVE THOUSAND DOLLARS ($1,645,000).

4.

Term and Termination.

Subject to compliance with all terms and conditions, the term of this Agreement shall be from July 1, 2004 through June 30, 2006. This Agreement may be terminated by Contractor, the Chief Executive Officer of San Mateo Medical Center or 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 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, (C) 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, 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.

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 not commence work or be required to commence work under this Agreement unless and until all insurance required under this paragraph has been obtained and such insurance has been approved by Risk Management, and Contractor shall use diligence to obtain such issuance and to obtain such approval. The Contractor shall furnish the Department/Division with certificates of insurance evidencing the required coverage, and there shall be a specific contractual liability endorsement extending the Contractor's coverage to include the contractual liability assumed by the 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/Division of any pending change in the limits of liability or of any cancellation or modification of the policy.

(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, as required by Section 1861 of the California Labor Code, that it is aware 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 will comply with such provisions before commencing the performance of the work of this Agreement.

(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, ordinances and regulations, including, but not limited to, the Health Insurance Portability and Accountability Act of 1996 (HIPAA), and the Federal Regulations promulgated thereunder, as amended, and will comply with the Business Associate requirements set forth in Attachment “H,” and the Americans with Disabilities Act of1990, 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.

A.

Section 504 applies only to Contractors 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.

B.

General non-discrimination. No person shall, on the grounds of race, color, religion, ancestry, gender, age (over 40), national origin, medical condition (cancer), physical or mental disability, sexual orientation, pregnancy, childbirth or related medical condition, marital status, or political affiliation be denied any benefits or subject to discrimination under this Agreement.

C.

Equal employment opportunity. Contractor shall ensure equal employment opportunity based on objective standards of recruitment, classification, selection, promotion, compensation, performance evaluation, and management relations for all employees under this Agreement. Contractor’s equal employment policies shall be made available to County of San Mateo upon request.

D.

Violation of Non-discrimination provisions. 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;

iii)

liquidated damages of $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 section, the County Manager shall have the authority to examine Contractor’s employment records with respect to compliance with this paragraph and/or to set off all or any portion of the amount described in this paragraph against amounts due to Contractor under the Contract or any other Contract 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 30 days of such filing, provided that within such 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 their response to the Complaint when filed.

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.

M. 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 39th Avenue San Mateo, CA 94403 Attn: Kathi Palange

In the case of Contractor, to: Pelican Resources Registry 475 El Camino Real, Ste. 206 Millbrae, CA 94030 Attn: Angeles Tejada

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

PELICAN RESOURCES REGISTRY

Contractor’s Signature

Date:

Exhibit “A”

Services

For payment as specified in Schedule B, Contractor shall provide the following services at County's request:

1.

Professional staff, including, but not limited to, Registered Nurses, Licensed Vocational Nurses, Psychiatric Nurses, Operating Room Technicians, Certified Nursing Assistants, Medical Assistants, Respiratory Therapists, Surgical Technicians, and Rehabilitation Therapists shall be supplied for services to be performed at San Mateo County’s San Mateo Medical Center (SMMC), including SMMC's Burlingame Long Term Care, and the AIDS Program on a daily "on-call" basis as needed by County.

2.

Contractor shall provide nursing and/or rehabilitation staff upon direct request from San Mateo Medical Center, Burlingame Long Term Care and the AIDS Program. The assignment of staff may be scheduled as follows:

a.

A definitive period of eight (8) or thirteen (13) weeks assignment for anticipated core staffing vacancies or shortages.

2.

It is intended that Contractor, in performing services herein specified, shall act as an independent contractor and shall have control of its work and the manner in which it is performed. It shall be free to contract for similar services to be performed for other facilities while it is under contract with County.

3.

Contractor shall provide experienced and qualified personnel to carry out the work to be performed by Contractor under this Agreement, and Contractor's staff shall be under direct professional supervision of County while performing such work. County can reject Contractor's personnel at any time at the total discretion of appropriate hospital staff. County shall provide Contractor with orientation packets for each facility. Contractor shall provide copies of these packets to Contractor's personnel prior to their assignment t the respective facilities. Contractor shall provide orientation to staff including, but not limited to, infection control review, electrical safety, fire safety, and body mechanics, prior to assignment. Personnel assigned by Contractor shall have the following minimum qualifications:

a.

Current valid California nursing license as necessary.

b.

Appropriate skills for the assignment with experience in a comparable setting within the last five (5) years.

4.

Contractor shall comply with regulatory standards i.e. Joint Commission on Accreditation of Hospitals Organization, State of California, and other regulatory agencies.

5.

Contractor certifies that all personnel assigned to County's facilities meet the appropriate physical examination requirements as stated in Title 22 of the California Administrative Code, Division 5, Licensing and Certification of Health and Facilities and Referral Agencies.

6.

Contractor shall comply with all applicable state and federal laws regarding confidentiality and HIV/AIDS.

7.

Contractor shall provide verification of current licensure, CPR certification, appropriate skills, health screening and orientation of each employee by countersigning the "Registry Verification Card," which shall be completed by the employee on his/her first assignment to each facility. These cards shall be kept on file by the appropriate facility. Contractor shall update their employees' verification cards at least every three (3) months in order to determine current licensures and certifications.

8.

Contractor shall provide quality assurance protocols and will allow access to all quality assurance documentation.

9.

Contractor shall evaluate employees on a yearly basis and provide County with a copy of most current evaluation.

10.

Contractor's personnel are employees of Contractor. Contractor assumes all responsibility for all workers' compensation and professional liability coverage.

11.

County and its authorized representatives shall not take active steps in recruitment of Contractor personnel for employment. County may hire specific Contractor personnel only after such personnel has given their employer a fourteen (14) days' prior written notice or intent to resign their affiliation with Contractor.

12.

Contractor's employees shall meet and maintain County's department-specific competencies and skills in appropriate area of assignment.

13.

Contractor's employees shall provide care to assigned patient population consistent with SMMC Policies and Procedures.

14.

Contractor’s employees shall provide documentation including plan of care and patient teaching as outlined in SMMC care guidelines.

15.

Contractor’s employees shall maintain and uphold SMMC patient care safety practices and standards.

16.

Contractor’s employees shall adhere to Fire/Safety/Health/HIPPAA issues at SMMC.

17.

Contractor’s employees shall recognize the hierarchal organizational structure and work harmoniously with SMMC staff toward a common goal of good patient care.

18.

Contractor's employees shall be cognizant of quality and performance improvement issues and projects and participate collaboratively with the staff in achieving the standards set by the organization.

19.

Contractor shall provide SMMC (Nursing Staffing Office or Director of Rehabilitation) with all pertinent information and employee’s certifications or licenses before the tour of duty commences. Contractor shall submit and complete the hospital’s competency checklist before Contractor’s employees starts their tour of duty.

20.

Contractor’s employees are expected to “float” to another unit as need arises and competencies are current.

Exhibit “B”

Payments

1.

Contractor will provide staff upon direct request from San Mateo Medical Center (SMMC). For services as specified in Schedule A, County shall pay Contractor according to the following rate schedules:

RN Specialty RN Non-Specialty RN Extended (Traveler) DAYS $53 $51 $62 PMs $54 $52 $63 NIGHTS $55 $53 $64

LVN / LPT NA / MA OR Tech DAYS $37 $23 $21 PMs $38 $24 $22 NIGHTS $39 $25 $23

Respiratory Therapist Days $57 Evenings $58 Nights $59 Surgical Technician Days $21 Evenings $22 Nights $23

Rehabilitation Therapist W/day W/end Registered Physical Therapist 56.00 59.00 Registered Occupational Therapist 56.00 59.00 Speech Therapist 56.00 59.00 Physical Therapy Assistant 43.00 46.00 Certified Occupational Therapy Assistant 43.00 46.00

2.

As to all classifications mentioned, the rates quoted herein are on a per hour basis. SMMC shall pay Contractor one-and-one-half (1 ½) times the appropriate rate for shifts worked on the following holidays (rate effective beginning 10-7 shift on the evening of the holiday through 3-11 shift on the day of the holiday): New Year’s Day, Martin Luther King’s Birthday, President’s Day, Memorial Day, July 4th, Labor Day, Thanksgiving and Christmas.

3.

Overtime is paid at one-and-one-half (1 ½) times for all hours worked over the scheduled daily shift. When a 12 hour shift is scheduled, overtime is paid after completing 12 hours. All overtime must be pre-approved by Nursing Administration or Director of Rehabilitation.

4.

Contractor shall charge SMMC four (4) hours in the event SMMC does not provide Contractor with at least two (2) hours notice of cancellation.

5.

Contractor shall credit SMMC four (4) hours in the event Contractor does not provide SMMC with at least two (2) hours notice of cancellation.

6.

Contractor shall provide billing consistent with the contract rate and provide accurate accounting of labor hours. SMMC will not pay hours that are not documented on the time sheets and will hold Contractor responsible for accurate reporting of Contractor’s employee’s time In and Out.

7.

Contractor shall provide accurate reports of employee’s overtime. SMMC Administrative Staff (Director, Managers and Supervisors) will have to approve the request for overtime and must sign the authorization on the time sheet. Failure to comply with this procedure will result in non-payment of the overtime hours.

8.

Contractor’s employees shall be compensated for full shift work in the event of late calls, provided that the employee arrives within one and one half hours from the time the request is made.

9.

Contractor shall credit SMMC four (4) hours in the event Contractor does not provide SMMC with at least two (2) hours notice of cancellation.

10.

Invoices

Contractor shall submit invoices to SMMC prior to processing for payment as follows:

San Mateo Medical Center 222 West 39th Avenue San Mateo, CA 94403 Attn: Nursing Administration San Mateo County AIDS Program 225 West 37th Avenue San Mateo, CA 94403 ATTN: Deputy Director, Public Health

AGREEMENT BETWEEN THE COUNTY OF SAN MATEO AND RELIEF NURSING SERVICES, INC.

THIS AGREEMENT, entered into this ____ day of ____________ __ , 2004, by and between the COUNTY OF SAN MATEO, hereinafter called "County," and RELIEF NURSING SERVICES, INC., 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 temporary staffing services as requested by County and as described in Exhibit A.

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 H—HIPAA Business Associate requirements 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 and under all other agreements approved collectively by single Resolution, exceed ONE MILLION SIX HUNDRED FORTY-FIVE THOUSAND DOLLARS ($1,645,000).

4.

Term and Termination.

Subject to compliance with all terms and conditions, the term of this Agreement shall be from July 1, 2004 through June 30, 2006. This Agreement may be terminated by Contractor, the Chief Executive Officer of San Mateo Medical Center or 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 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, (C) 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, 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.

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 not commence work or be required to commence work under this Agreement unless and until all insurance required under this paragraph has been obtained and such insurance has been approved by Risk Management, and Contractor shall use diligence to obtain such issuance and to obtain such approval. The Contractor shall furnish the Department/Division with certificates of insurance evidencing the required coverage, and there shall be a specific contractual liability endorsement extending the Contractor's coverage to include the contractual liability assumed by the 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/Division of any pending change in the limits of liability or of any cancellation or modification of the policy.

(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, as required by Section 1861 of the California Labor Code, that it is aware 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 will comply with such provisions before commencing the performance of the work of this Agreement.

(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, ordinances and regulations, including, but not limited to, the Health Insurance Portability and Accountability Act of 1996 (HIPAA), and the Federal Regulations promulgated thereunder, as amended, and will comply with the Business Associate requirements set forth in Attachment “H,” and the Americans with Disabilities Act of1990, 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.

A.

Section 504 applies only to Contractors 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.

B.

General non-discrimination. No person shall, on the grounds of race, color, religion, ancestry, gender, age (over 40), national origin, medical condition (cancer), physical or mental disability, sexual orientation, pregnancy, childbirth or related medical condition, marital status, or political affiliation be denied any benefits or subject to discrimination under this Agreement.

C.

Equal employment opportunity. Contractor shall ensure equal employment opportunity based on objective standards of recruitment, classification, selection, promotion, compensation, performance evaluation, and management relations for all employees under this Agreement. Contractor’s equal employment policies shall be made available to County of San Mateo upon request.

D.

Violation of Non-discrimination provisions. 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;

iii)

liquidated damages of $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 section, the County Manager shall have the authority to examine Contractor’s employment records with respect to compliance with this paragraph and/or to set off all or any portion of the amount described in this paragraph against amounts due to Contractor under the Contract or any other Contract 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 30 days of such filing, provided that within such 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 their response to the Complaint when filed.

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.

N. 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 39th Avenue San Mateo, CA 94403 Attn: Kathi Palange

In the case of Contractor, to: Relief Nursing Services, Inc. 1405 Huntington Avenue, Ste. 170 South San Francisco, CA 94080 Attn: Jimmy/Priscilla Chua

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

RELIEF NURSING SERVICES, INC.

Contractor’s Signature

Date:

Exhibit “A”

Services

For payment as specified in Schedule B, Contractor shall provide the following services at County's request:

1.

Professional staff, including, but not limited to, Registered Nurses, Licensed Vocational Nurses, Psychiatric Nurses, Operating Room Technicians, Certified Nursing Assistants, Medical Assistants, Respiratory Therapists, Surgical Technicians, and Rehabilitation Therapists shall be supplied for services to be performed at San Mateo County’s San Mateo Medical Center (SMMC), including SMMC's Burlingame Long Term Care, and the AIDS Program on a daily "on-call" basis as needed by County.

2.

Contractor shall provide nursing and/or rehabilitation staff upon direct request from San Mateo Medical Center, Burlingame Long Term Care and the AIDS Program. The assignment of staff may be scheduled as follows:

a.

A definitive period of eight (8) or thirteen (13) weeks assignment for anticipated core staffing vacancies or shortages.

2.

It is intended that Contractor, in performing services herein specified, shall act as an independent contractor and shall have control of its work and the manner in which it is performed. It shall be free to contract for similar services to be performed for other facilities while it is under contract with County.

3.

Contractor shall provide experienced and qualified personnel to carry out the work to be performed by Contractor under this Agreement, and Contractor's staff shall be under direct professional supervision of County while performing such work. County can reject Contractor's personnel at any time at the total discretion of appropriate hospital staff. County shall provide Contractor with orientation packets for each facility. Contractor shall provide copies of these packets to Contractor's personnel prior to their assignment t the respective facilities. Contractor shall provide orientation to staff including, but not limited to, infection control review, electrical safety, fire safety, and body mechanics, prior to assignment. Personnel assigned by Contractor shall have the following minimum qualifications:

a.

Current valid California nursing license as necessary.

b.

Appropriate skills for the assignment with experience in a comparable setting within the last five (5) years.

4.

Contractor shall comply with regulatory standards i.e. Joint Commission on Accreditation of Hospitals Organization, State of California, and other regulatory agencies.

5.

Contractor certifies that all personnel assigned to County's facilities meet the appropriate physical examination requirements as stated in Title 22 of the California Administrative Code, Division 5, Licensing and Certification of Health and Facilities and Referral Agencies.

6.

Contractor shall comply with all applicable state and federal laws regarding confidentiality and HIV/AIDS.

7.

Contractor shall provide verification of current licensure, CPR certification, appropriate skills, health screening and orientation of each employee by countersigning the "Registry Verification Card," which shall be completed by the employee on his/her first assignment to each facility. These cards shall be kept on file by the appropriate facility. Contractor shall update their employees' verification cards at least every three (3) months in order to determine current licensures and certifications.

8.

Contractor shall provide quality assurance protocols and will allow access to all quality assurance documentation.

9.

Contractor shall evaluate employees on a yearly basis and provide County with a copy of most current evaluation.

10.

Contractor's personnel are employees of Contractor. Contractor assumes all responsibility for all workers' compensation and professional liability coverage.

11.

County and its authorized representatives shall not take active steps in recruitment of Contractor personnel for employment. County may hire specific Contractor personnel only after such personnel has given their employer a fourteen (14) days' prior written notice or intent to resign their affiliation with Contractor.

12.

Contractor's employees shall meet and maintain County's department-specific competencies and skills in appropriate area of assignment.

13.

Contractor's employees shall provide care to assigned patient population consistent with SMMC Policies and Procedures.

14.

Contractor’s employees shall provide documentation including plan of care and patient teaching as outlined in SMMC care guidelines.

15.

Contractor’s employees shall maintain and uphold SMMC patient care safety practices and standards.

16.

Contractor’s employees shall adhere to Fire/Safety/Health/HIPPAA issues at SMMC.

17.

Contractor’s employees shall recognize the hierarchal organizational structure and work harmoniously with SMMC staff toward a common goal of good patient care.

18.

Contractor's employees shall be cognizant of quality and performance improvement issues and projects and participate collaboratively with the staff in achieving the standards set by the organization.

19.

Contractor shall provide SMMC (Nursing Staffing Office or Director of Rehabilitation) with all pertinent information and employee’s certifications or licenses before the tour of duty commences. Contractor shall submit and complete the hospital’s competency checklist before Contractor’s employees starts their tour of duty.

20.

Contractor’s employees are expected to “float” to another unit as need arises and competencies are current.

Exhibit “B”

Payments

1.

Contractor will provide staff upon direct request from San Mateo Medical Center (SMMC). For services as specified in Schedule A, County shall pay Contractor according to the following rate schedules:

RN Specialty RN Non-Specialty RN Extended (Traveler) DAYS $53 $51 $62 PMs $54 $52 $63 NIGHTS $55 $53 $64

LVN / LPT NA / MA OR Tech DAYS $37 $23 $21 PMs $38 $24 $22 NIGHTS $39 $25 $23

Respiratory Therapist Days $57 Evenings $58 Nights $59 Surgical Technician Days $21 Evenings $22 Nights $23

Rehabilitation Therapist W/day W/end Registered Physical Therapist 56.00 59.00 Registered Occupational Therapist 56.00 59.00 Speech Therapist 56.00 59.00 Physical Therapy Assistant 43.00 46.00 Certified Occupational Therapy Assistant 43.00 46.00

2.

As to all classifications mentioned, the rates quoted herein are on a per hour basis. SMMC shall pay Contractor one-and-one-half (1 ½) times the appropriate rate for shifts worked on the following holidays (rate effective beginning 10-7 shift on the evening of the holiday through 3-11 shift on the day of the holiday): New Year’s Day, Martin Luther King’s Birthday, President’s Day, Memorial Day, July 4th, Labor Day, Thanksgiving and Christmas.

3.

Overtime is paid at one-and-one-half (1 ½) times for all hours worked over the scheduled daily shift. When a 12 hour shift is scheduled, overtime is paid after completing 12 hours. All overtime must be pre-approved by Nursing Administration or Director of Rehabilitation.

4.

Contractor shall charge SMMC four (4) hours in the event SMMC does not provide Contractor with at least two (2) hours notice of cancellation.

5.

Contractor shall credit SMMC four (4) hours in the event Contractor does not provide SMMC with at least two (2) hours notice of cancellation.

6.

Contractor shall provide billing consistent with the contract rate and provide accurate accounting of labor hours. SMMC will not pay hours that are not documented on the time sheets and will hold Contractor responsible for accurate reporting of Contractor’s employee’s time In and Out.

7.

Contractor shall provide accurate reports of employee’s overtime. SMMC Administrative Staff (Director, Managers and Supervisors) will have to approve the request for overtime and must sign the authorization on the time sheet. Failure to comply with this procedure will result in non-payment of the overtime hours.

8.

Contractor’s employees shall be compensated for full shift work in the event of late calls, provided that the employee arrives within one and one half hours from the time the request is made.

9.

Contractor shall credit SMMC four (4) hours in the event Contractor does not provide SMMC with at least two (2) hours notice of cancellation.

10.

Invoices

Contractor shall submit invoices to SMMC prior to processing for payment as follows:

San Mateo Medical Center 222 West 39th Avenue San Mateo, CA 94403 Attn: Nursing Administration San Mateo County AIDS Program 225 West 37th Avenue San Mateo, CA 94403 ATTN: Deputy Director, Public Health

AGREEMENT BETWEEN THE COUNTY OF SAN MATEO AND STAT NURSES INTERNATIONAL

THIS AGREEMENT, entered into this ____ day of ____________ __ , 2004, by and between the COUNTY OF SAN MATEO, hereinafter called "County," and STAT NURSES INTERNATIONAL, 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 temporary staffing services as requested by County and as described in Exhibit A.

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 H—HIPAA Business Associate requirements 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 and under all other agreements approved collectively by single Resolution, exceed ONE MILLION SIX HUNDRED FORTY-FIVE THOUSAND DOLLARS ($1,645,000).

4.

Term and Termination.

Subject to compliance with all terms and conditions, the term of this Agreement shall be from July 1, 2004 through June 30, 2006. This Agreement may be terminated by Contractor, the Chief Executive Officer of San Mateo Medical Center or 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 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, (C) 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, 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.

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 not commence work or be required to commence work under this Agreement unless and until all insurance required under this paragraph has been obtained and such insurance has been approved by Risk Management, and Contractor shall use diligence to obtain such issuance and to obtain such approval. The Contractor shall furnish the Department/Division with certificates of insurance evidencing the required coverage, and there shall be a specific contractual liability endorsement extending the Contractor's coverage to include the contractual liability assumed by the 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/Division of any pending change in the limits of liability or of any cancellation or modification of the policy.

(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, as required by Section 1861 of the California Labor Code, that it is aware 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 will comply with such provisions before commencing the performance of the work of this Agreement.

(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, ordinances and regulations, including, but not limited to, the Health Insurance Portability and Accountability Act of 1996 (HIPAA), and the Federal Regulations promulgated thereunder, as amended, and will comply with the Business Associate requirements set forth in Attachment “H,” and the Americans with Disabilities Act of1990, 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.

A.

Section 504 applies only to Contractors 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.

B.

General non-discrimination. No person shall, on the grounds of race, color, religion, ancestry, gender, age (over 40), national origin, medical condition (cancer), physical or mental disability, sexual orientation, pregnancy, childbirth or related medical condition, marital status, or political affiliation be denied any benefits or subject to discrimination under this Agreement.

C.

Equal employment opportunity. Contractor shall ensure equal employment opportunity based on objective standards of recruitment, classification, selection, promotion, compensation, performance evaluation, and management relations for all employees under this Agreement. Contractor’s equal employment policies shall be made available to County of San Mateo upon request.

D.

Violation of Non-discrimination provisions. 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;

iii)

liquidated damages of $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 section, the County Manager shall have the authority to examine Contractor’s employment records with respect to compliance with this paragraph and/or to set off all or any portion of the amount described in this paragraph against amounts due to Contractor under the Contract or any other Contract 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 30 days of such filing, provided that within such 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 their response to the Complaint when filed.

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.

O. 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 39th Avenue San Mateo, CA 94403 Attn: Kathi Palange

In the case of Contractor, to: Stat Nurses International 950 Harrison Street, Ste. 104 San Francisco, CA 94107 Attn: Jai D. Gupta

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

STAT NURSES INTERNATIONAL

Contractor’s Signature

Date:

Exhibit “A”

Services

For payment as specified in Schedule B, Contractor shall provide the following services at County's request:

1.

Professional staff, including, but not limited to, Registered Nurses, Licensed Vocational Nurses, Psychiatric Nurses, Operating Room Technicians, Certified Nursing Assistants, Medical Assistants, Respiratory Therapists, Surgical Technicians, and Rehabilitation Therapists shall be supplied for services to be performed at San Mateo County’s San Mateo Medical Center (SMMC), including SMMC's Burlingame Long Term Care, and the AIDS Program on a daily "on-call" basis as needed by County.

2.

Contractor shall provide nursing and/or rehabilitation staff upon direct request from San Mateo Medical Center, Burlingame Long Term Care and the AIDS Program. The assignment of staff may be scheduled as follows:

a.

A definitive period of eight (8) or thirteen (13) weeks assignment for anticipated core staffing vacancies or shortages.

2.

It is intended that Contractor, in performing services herein specified, shall act as an independent contractor and shall have control of its work and the manner in which it is performed. It shall be free to contract for similar services to be performed for other facilities while it is under contract with County.

3.

Contractor shall provide experienced and qualified personnel to carry out the work to be performed by Contractor under this Agreement, and Contractor's staff shall be under direct professional supervision of County while performing such work. County can reject Contractor's personnel at any time at the total discretion of appropriate hospital staff. County shall provide Contractor with orientation packets for each facility. Contractor shall provide copies of these packets to Contractor's personnel prior to their assignment t the respective facilities. Contractor shall provide orientation to staff including, but not limited to, infection control review, electrical safety, fire safety, and body mechanics, prior to assignment. Personnel assigned by Contractor shall have the following minimum qualifications:

a.

Current valid California nursing license as necessary.

b.

Appropriate skills for the assignment with experience in a comparable setting within the last five (5) years.

4.

Contractor shall comply with regulatory standards i.e. Joint Commission on Accreditation of Hospitals Organization, State of California, and other regulatory agencies.

5.

Contractor certifies that all personnel assigned to County's facilities meet the appropriate physical examination requirements as stated in Title 22 of the California Administrative Code, Division 5, Licensing and Certification of Health and Facilities and Referral Agencies.

6.

Contractor shall comply with all applicable state and federal laws regarding confidentiality and HIV/AIDS.

7.

Contractor shall provide verification of current licensure, CPR certification, appropriate skills, health screening and orientation of each employee by countersigning the "Registry Verification Card," which shall be completed by the employee on his/her first assignment to each facility. These cards shall be kept on file by the appropriate facility. Contractor shall update their employees' verification cards at least every three (3) months in order to determine current licensures and certifications.

8.

Contractor shall provide quality assurance protocols and will allow access to all quality assurance documentation.

9.

Contractor shall evaluate employees on a yearly basis and provide County with a copy of most current evaluation.

10.

Contractor's personnel are employees of Contractor. Contractor assumes all responsibility for all workers' compensation and professional liability coverage.

11.

County and its authorized representatives shall not take active steps in recruitment of Contractor personnel for employment. County may hire specific Contractor personnel only after such personnel has given their employer a fourteen (14) days' prior written notice or intent to resign their affiliation with Contractor.

12.

Contractor's employees shall meet and maintain County's department-specific competencies and skills in appropriate area of assignment.

13.

Contractor's employees shall provide care to assigned patient population consistent with SMMC Policies and Procedures.

14.

Contractor’s employees shall provide documentation including plan of care and patient teaching as outlined in SMMC care guidelines.

15.

Contractor’s employees shall maintain and uphold SMMC patient care safety practices and standards.

16.

Contractor’s employees shall adhere to Fire/Safety/Health/HIPPAA issues at SMMC.

17.

Contractor’s employees shall recognize the hierarchal organizational structure and work harmoniously with SMMC staff toward a common goal of good patient care.

18.

Contractor's employees shall be cognizant of quality and performance improvement issues and projects and participate collaboratively with the staff in achieving the standards set by the organization.

19.

Contractor shall provide SMMC (Nursing Staffing Office or Director of Rehabilitation) with all pertinent information and employee’s certifications or licenses before the tour of duty commences. Contractor shall submit and complete the hospital’s competency checklist before Contractor’s employees starts their tour of duty.

20.

Contractor’s employees are expected to “float” to another unit as need arises and competencies are current.

21.

Long Term Permanent Placement Registered Nurse:

1.

Contractor staff will be interviewed by San Mateo Medical Center Management.

2.

Contractor staff will be assigned to one unit but would be expected to float to other identified units after competency training.

3.

Contractor staff will generally be assigned to a float pool and oriented to multiple unit areas.

4.

Contractor staff would work weekends per unit needs.

5.

Contractor staff could be assigned to a float pool and oriented to multiple unit areas.

6.

Contractor is guaranteed hours of hired work status. If unit/Hospital census is low, SMMC can contact Contractor and Contractor will make every effort to place the Registered Nurse (RN) in another contracted facility for the decided upon amount of time. Staff may also be cancelled for a day and rescheduled for another day within the same pay period.

7.

If Contractor staff call in sick, Contractor will make an attempt to replace the RN.

8.

After an eight (8) month paid placement, San Mateo Medical Center has the option to hire the RN as a permanent employee without any fees.

Exhibit “B”

Payments

1.

Contractor will provide staff upon direct request from San Mateo Medical Center (SMMC) . For services as specified in Schedule A, County shall pay Contractor according to the following rate schedules:

RN Specialty RN Non-Specialty RN Extended (Traveler) DAYS $53 $51 $62 PMs $54 $52 $63 NIGHTS $55 $53 $64

LVN / LPT NA / MA OR Tech DAYS $37 $23 $21 PMs $38 $24 $22 NIGHTS $39 $25 $23

Respiratory Therapist Days $57 Evenings $58 Nights $59 Surgical Technician Days $21 Evenings $22 Nights $23

Long Term Permanent Placement Registered Nurse Orientation Period Unpaid, up to a minimum of (4) weeks; a longer orientation period can be negotiated. Hourly salary for first four (4) months $49 Hourly salary for fifth (5) month thereafter $52

4.

As to all classifications mentioned, the rates quoted herein are on a per hour basis. SMMC shall pay Contractor one-and-one-half (1 ½) times the appropriate rate for shifts worked on the following holidays (rate effective beginning 10-7 shift on the evening of the holiday through 3-11 shift on the day of the holiday): New Year’s Day, Martin Luther King’s Birthday, President’s Day, Memorial Day, July 4th, Labor Day, Thanksgiving and Christmas.

5

Overtime is paid at one-and-one-half (1 ½) times for all hours worked over the scheduled daily shift. When a 12 hour shift is scheduled, overtime is paid after completing 12 hours. All overtime must be pre-approved by Nursing Administration or Director of Rehabilitation.

6

Contractor shall charge SMMC four (4) hours in the event SMMC does not provide Contractor with at least two (2) hours notice of cancellation.

7

Contractor shall credit SMMC four (4) hours in the event Contractor does not provide SMMC with at least two (2) hours notice of cancellation.

8

Contractor shall provide billing consistent with the contract rate and provide accurate accounting of labor hours. SMMC will not pay hours that are not documented on the time sheets and will hold Contractor responsible for accurate reporting of Contractor’s employee’s time In and Out.

9.

Contractor shall provide accurate reports of employee’s overtime. SMMC Administrative Staff (Director, Managers and Supervisors) will have to approve the request for overtime and must sign the authorization on the time sheet. Failure to comply with this procedure will result in non-payment of the overtime hours.

10.

Contractor’s employees shall be compensated for full shift work in the event of late calls, provided that the employee arrives within one and one half hours from the time the request is made.

11

Contractor shall credit SMMC four (4) hours in the event Contractor does not provide SMMC with at least two (2) hours notice of cancellation.

12.

In the event a Contractor’s employee is hired immediately with a designated time commitment Contractor will be paid based on the following schedule:

Permanent Placement Fee for Critical Care Nurse $18,000/one-time fee Permanent Placement fee for Non-Critical Care Nurse $14,000/one-time fee Contractor’s staff who is hired must commit to at least one-year of service. If staff leaves before the one-year commitment is up, Contractor shall replace the staff to complete the commitment at no added cost to County; or Contractor shall refund County equivalent to a prorated amount based on the permanent placement fee.

13

Invoices

Contractor shall submit invoices to SMMC prior to processing for payment as follows:

San Mateo Medical Center 222 West 39th Avenue San Mateo, CA 94403 Attn: Nursing Administration San Mateo County AIDS Program 225 West 37th Avenue San Mateo, CA 94403 ATTN: Deputy Director, Public Health

AGREEMENT BETWEEN THE COUNTY OF SAN MATEO AND UNITED NURSING INTERNATIONAL

THIS AGREEMENT, entered into this ____ day of ____________ __ , 2004, by and between the COUNTY OF SAN MATEO, hereinafter called "County," and UNITED NURSING INTERNATIONAL, 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 temporary staffing services as requested by County and as described in Exhibit A.

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 H—HIPAA Business Associate requirements 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 and under all other agreements approved collectively by single Resolution, exceed ONE MILLION SIX HUNDRED FORTY-FIVE THOUSAND DOLLARS ($1,645,000).

4.

Term and Termination.

Subject to compliance with all terms and conditions, the term of this Agreement shall be from July 1, 2004 through June 30, 2006. This Agreement may be terminated by Contractor, the Chief Executive Officer of San Mateo Medical Center or 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 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, (C) 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, 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.

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 not commence work or be required to commence work under this Agreement unless and until all insurance required under this paragraph has been obtained and such insurance has been approved by Risk Management, and Contractor shall use diligence to obtain such issuance and to obtain such approval. The Contractor shall furnish the Department/Division with certificates of insurance evidencing the required coverage, and there shall be a specific contractual liability endorsement extending the Contractor's coverage to include the contractual liability assumed by the 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/Division of any pending change in the limits of liability or of any cancellation or modification of the policy.

(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, as required by Section 1861 of the California Labor Code, that it is aware 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 will comply with such provisions before commencing the performance of the work of this Agreement.

(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, ordinances and regulations, including, but not limited to, the Health Insurance Portability and Accountability Act of 1996 (HIPAA), and the Federal Regulations promulgated thereunder, as amended, and will comply with the Business Associate requirements set forth in Attachment “H,” and the Americans with Disabilities Act of1990, 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.

A.

Section 504 applies only to Contractors 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.

B.

General non-discrimination. No person shall, on the grounds of race, color, religion, ancestry, gender, age (over 40), national origin, medical condition (cancer), physical or mental disability, sexual orientation, pregnancy, childbirth or related medical condition, marital status, or political affiliation be denied any benefits or subject to discrimination under this Agreement.

C.

Equal employment opportunity. Contractor shall ensure equal employment opportunity based on objective standards of recruitment, classification, selection, promotion, compensation, performance evaluation, and management relations for all employees under this Agreement. Contractor’s equal employment policies shall be made available to County of San Mateo upon request.

D.

Violation of Non-discrimination provisions. 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;

iii)

liquidated damages of $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 section, the County Manager shall have the authority to examine Contractor’s employment records with respect to compliance with this paragraph and/or to set off all or any portion of the amount described in this paragraph against amounts due to Contractor under the Contract or any other Contract 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 30 days of such filing, provided that within such 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 their response to the Complaint when filed.

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.

P. 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 39th Avenue San Mateo, CA 94403 Attn: Kathi Palange

In the case of Contractor, to: United Nursing International 44 Montgomery St., Ste. 740 San Francisco, CA 94104 Attn: Jessica Prager

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

UNITED NURSING INTERNATIONAL

Contractor’s Signature

Date:

Exhibit “A”

Services

For payment as specified in Schedule B, Contractor shall provide the following services at County's request:

1.

Professional staff, including, but not limited to, Registered Nurses, Licensed Vocational Nurses, Psychiatric Nurses, Operating Room Technicians, Certified Nursing Assistants, Medical Assistants, Respiratory Therapists, Surgical Technicians, and Rehabilitation Therapists shall be supplied for services to be performed at San Mateo County’s San Mateo Medical Center (SMMC), including SMMC's Burlingame Long Term Care, and the AIDS Program on a daily "on-call" basis as needed by County.

2.

Contractor shall provide nursing and/or rehabilitation staff upon direct request from San Mateo Medical Center, Burlingame Long Term Care and the AIDS Program. The assignment of staff may be scheduled as follows:

a.

A definitive period of eight (8) or thirteen (13) weeks assignment for anticipated core staffing vacancies or shortages.

2.

It is intended that Contractor, in performing services herein specified, shall act as an independent contractor and shall have control of its work and the manner in which it is performed. It shall be free to contract for similar services to be performed for other facilities while it is under contract with County.

3.

Contractor shall provide experienced and qualified personnel to carry out the work to be performed by Contractor under this Agreement, and Contractor's staff shall be under direct professional supervision of County while performing such work. County can reject Contractor's personnel at any time at the total discretion of appropriate hospital staff. County shall provide Contractor with orientation packets for each facility. Contractor shall provide copies of these packets to Contractor's personnel prior to their assignment t the respective facilities. Contractor shall provide orientation to staff including, but not limited to, infection control review, electrical safety, fire safety, and body mechanics, prior to assignment. Personnel assigned by Contractor shall have the following minimum qualifications:

a.

Current valid California nursing license as necessary.

b.

Appropriate skills for the assignment with experience in a comparable setting within the last five (5) years.

4.

Contractor shall comply with regulatory standards i.e. Joint Commission on Accreditation of Hospitals Organization, State of California, and other regulatory agencies.

5.

Contractor certifies that all personnel assigned to County's facilities meet the appropriate physical examination requirements as stated in Title 22 of the California Administrative Code, Division 5, Licensing and Certification of Health and Facilities and Referral Agencies.

6.

Contractor shall comply with all applicable state and federal laws regarding confidentiality and HIV/AIDS.

7.

Contractor shall provide verification of current licensure, CPR certification, appropriate skills, health screening and orientation of each employee by countersigning the "Registry Verification Card," which shall be completed by the employee on his/her first assignment to each facility. These cards shall be kept on file by the appropriate facility. Contractor shall update their employees' verification cards at least every three (3) months in order to determine current licensures and certifications.

8.

Contractor shall provide quality assurance protocols and will allow access to all quality assurance documentation.

9.

Contractor shall evaluate employees on a yearly basis and provide County with a copy of most current evaluation.

10.

Contractor's personnel are employees of Contractor. Contractor assumes all responsibility for all workers' compensation and professional liability coverage.

11.

County and its authorized representatives shall not take active steps in recruitment of Contractor personnel for employment. County may hire specific Contractor personnel only after such personnel has given their employer a fourteen (14) days' prior written notice or intent to resign their affiliation with Contractor.

12.

Contractor's employees shall meet and maintain County's department-specific competencies and skills in appropriate area of assignment.

13.

Contractor's employees shall provide care to assigned patient population consistent with SMMC Policies and Procedures.

14.

Contractor’s employees shall provide documentation including plan of care and patient teaching as outlined in SMMC care guidelines.

15.

Contractor’s employees shall maintain and uphold SMMC patient care safety practices and standards.

16.

Contractor’s employees shall adhere to Fire/Safety/Health/HIPPAA issues at SMMC.

17.

Contractor’s employees shall recognize the hierarchal organizational structure and work harmoniously with SMMC staff toward a common goal of good patient care.

18.

Contractor's employees shall be cognizant of quality and performance improvement issues and projects and participate collaboratively with the staff in achieving the standards set by the organization.

19.

Contractor shall provide SMMC (Nursing Staffing Office or Director of Rehabilitation) with all pertinent information and employee’s certifications or licenses before the tour of duty commences. Contractor shall submit and complete the hospital’s competency checklist before Contractor’s employees starts their tour of duty.

20.

Contractor’s employees are expected to “float” to another unit as need arises and competencies are current.

Exhibit “B”

Payments

1.

Contractor will provide staff upon direct request from San Mateo Medical Center (SMMC). For services as specified in Schedule A, County shall pay Contractor according to the following rate schedules:

RN Specialty RN Non-Specialty RN Extended (Traveler) DAYS $53 $51 $62 PMs $54 $52 $63 NIGHTS $55 $53 $64

LVN / LPT NA / MA OR Tech DAYS $37 $23 $21 PMs $38 $24 $22 NIGHTS $39 $25 $23

Respiratory Therapist Days $57 Evenings $58 Nights $59 Surgical Technician Days $21 Evenings $22 Nights $23

Rehabilitation Therapist W/day W/end Registered Physical Therapist 56.00 59.00 Registered Occupational Therapist 56.00 59.00 Speech Therapist 56.00 59.00 Physical Therapy Assistant 43.00 46.00 Certified Occupational Therapy Assistant 43.00 46.00

2.

As to all classifications mentioned, the rates quoted herein are on a per hour basis. SMMC shall pay Contractor one-and-one-half (1 ½) times the appropriate rate for shifts worked on the following holidays (rate effective beginning 10-7 shift on the evening of the holiday through 3-11 shift on the day of the holiday): New Year’s Day, Martin Luther King’s Birthday, President’s Day, Memorial Day, July 4th, Labor Day, Thanksgiving and Christmas.

3.

Overtime is paid at one-and-one-half (1 ½) times for all hours worked over the scheduled daily shift. When a 12 hour shift is scheduled, overtime is paid after completing 12 hours. All overtime must be pre-approved by Nursing Administration or Director of Rehabilitation.

4.

Contractor shall charge SMMC four (4) hours in the event SMMC does not provide Contractor with at least two (2) hours notice of cancellation.

5.

Contractor shall credit SMMC four (4) hours in the event Contractor does not provide SMMC with at least two (2) hours notice of cancellation.

6.

Contractor shall provide billing consistent with the contract rate and provide accurate accounting of labor hours. SMMC will not pay hours that are not documented on the time sheets and will hold Contractor responsible for accurate reporting of Contractor’s employee’s time In and Out.

7.

Contractor shall provide accurate reports of employee’s overtime. SMMC Administrative Staff (Director, Managers and Supervisors) will have to approve the request for overtime and must sign the authorization on the time sheet. Failure to comply with this procedure will result in non-payment of the overtime hours.

8.

Contractor’s employees shall be compensated for full shift work in the event of late calls, provided that the employee arrives within one and one half hours from the time the request is made.

9.

Contractor shall credit SMMC four (4) hours in the event Contractor does not provide SMMC with at least two (2) hours notice of cancellation.

10.

Invoices

Contractor shall submit invoices to SMMC prior to processing for payment as follows:

San Mateo Medical Center 222 West 39th Avenue San Mateo, CA 94403 Attn: Nursing Administration San Mateo County AIDS Program 225 West 37th Avenue San Mateo, CA 94403 ATTN: Deputy Director, Public Health