AGREEMENT BETWEEN THE COUNTY OF SAN MATEO AND SAN MATEO MEDICAL CENTER FOUNDATION
THIS AGREEMENT, entered into this ____day of _______________ , 2005, by and between the COUNTY OF SAN MATEO, hereinafter called "County," and SAN MATEO MEDICAL CENTER FOUNDATION, hereinafter called "Foundation";
W I T N E S S E T H:
WHEREAS, pursuant to Government Code, Section 31000, County may contract with independent Foundations for the furnishing of such services to or for County or any Department thereof;
WHEREAS, it is necessary and desirable that Foundation be retained for the purpose of providing fundraising services as described in Schedule A, attached hereto and incorporated herein. Such services shall be provided in a professional and diligent manner.
NOW, THEREFORE, IT IS HEREBY AGREED BY THE PARTIES HERETO AS FOLLOWS:
1.		Exhibits and Attachments
The following exhibits and attachments are included hereto and incorporated by reference herein: Exhibit A—Services Exhibit B—Payments and rates Attachment I—§504 Compliance
2.		Services to be performed by Foundation
The Foundation shall provide and maintain a fundraising campaign on behalf of the County in accordance with the terms, conditions and specifications set forth herein and in Exhibit “A.”
3.		Consideration provided by County
In consideration for the fundraising campaign activities performed by the Foundation, the County shall provide, at below market rates, office space, office furnishings, and office equipment, in accordance with the rates and in the manner specified in Exhibit "B." In no event shall the Foundation’s total fiscal obligation under this Agreement exceed NINE THOUSAND DOLLARS, ($9,000).
4.		Term and Termination
Subject to compliance with all terms and conditions, the term of this Agreement shall be from July 1, 2005 to June 30, 2008. This Agreement may be terminated by Foundation, the Chief Executive Officer of San Mateo Medical Center or his/her designee at any time without a requirement of good cause upon thirty (30) days’ written notice to the other party. In the event of termination, all finished or unfinished documents, data, studies, maps, photographs, reports, and materials (hereafter referred to as materials) prepared by Foundation under this Agreement shall become the property of the County and shall be promptly delivered to the County. Upon termination, the Foundation may make and retain a copy of such materials.
5.		Relationship of Parties
Foundation 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 Foundation acquires none of the rights, privileges, powers, or advantages of County employees.
6.		Hold Harmless
Foundation 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 Foundation, or (B) damage to any property of any kind whatsoever and to whomsoever belonging, (C) any sanctions, penalties, or claims of damages resulting from Foundation’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 Foundation 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 Foundation 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.
7.		Assignability and Subcontracting
Foundation shall not assign this Agreement or any portion thereof to a third party or subcontract with a third party to provide services required by Foundation 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.
8.		Insurance
The Foundation 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 Foundation shall use diligence to obtain such issuance and to obtain such approval. The Foundation shall furnish the Department/Division with certificates of insurance evidencing the required coverage, and there shall be a specific contractual liability endorsement extending the Foundation's coverage to include the contractual liability assumed by the Foundation 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 Foundation 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 Foundation 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 I will comply with such provisions before commencing the performance of the work of this Agreement.
(2)			Liability Insurance The Foundation 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 Foundations operations under this Agreement, whether such operations be by himself/herself or by any sub-Foundation 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 . . . . . . . . . . . . . . .		$-0-
			(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.
9.		Compliance with laws; payment of Permits/Licenses
All services to be performed by Foundation pursuant to this Agreement shall be performed in accordance with all applicable Federal, State, County, and municipal laws, including, but not limited to, Health Insurance Portability and Accountability Act of 1996 (HIPAA) and all Federal regulations promulgated thereunder, as amended, and the Americans with Disabilities Act of 1990, as amended, and Section 504 of the Rehabilitation Act of 1973, as amended and attached hereto and incorporated by reference herein as Attachment “I,” which prohibits discrimination on the basis of handicap in programs and activities receiving any Federal or County financial assistance. Such services shall also be performed in accordance with all applicable ordinances and regulations, including, but not limited to, appropriate licensure, certification regulations, provisions pertaining to confidentiality of records, and applicable quality assurance regulations. In the event of a conflict between the terms of this agreement and State, Federal, County, or municipal law or regulations, the requirements of the applicable law will take precedence over the requirements set forth in this Agreement. Foundation will timely and accurately complete, sign, and submit all necessary documentation of compliance.
10.	Non-Discrimination
A.	Section 504 applies only to Foundation who are providing services to members of the public. Foundation 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. Foundation 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. Foundation’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 Foundation to penalties, to be determined by the County Manager, including but not limited to
				i)			termination of this Agreement;
				ii)			disqualification of the Foundation 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 Foundation’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 Foundation under the Contract or any other Contract between Foundation and County.
Foundation 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 Foundation 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. Foundation 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, Foundation shall comply with the County Ordinance which prohibits contactors from discriminating in the provision of employee benefits between an employee with a domestic partner and an employee with a spouse.
F. E.	Where applicable, the Foundation 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.
11.		Retention of Records, Right to Monitor and Audit
(a) FOUNDATION shall maintain all required records for three (3) years and shall be subject to the examination and/or audit of the County, a Federal grantor agency, and the State of California. (b) Reporting and Record Keeping: FOUNDATION shall comply with all program and fiscal reporting requirements set forth by appropriate Federal, State and local agencies, and as required by the COUNTY. (c) FOUNDATION agrees to provide to COUNTY, to any Federal or State department having monitoring or review authority, to COUNTY's authorized representatives, and/or their appropriate audit agencies upon reasonable notice, access to and the right to examine all records and documents necessary to determine compliance with relevant Federal, State, and local statutes, rules and regulations, and this Agreement, and to evaluate the quality, appropriateness and timeliness of services performed.
12.		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.
13.		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.
14.		Notices
Any notice, request, demand, or other communication required or permitted hereunder shall be deemed to be properly given when deposited in the United States mail, postage prepaid, or when deposited with a public telegraph company for transmittal, charges prepaid, addressed to:
In the case of County, to: San Mateo Medical Center 222 West 39th Avenue San Mateo, CA 94403 In the case of Foundation, to: San Mateo Medical Center Foundation 222 West 39th Avenue San Mateo, CA 94403

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