AGREEMENT BETWEEN THE COUNTY OF SAN MATEO AND

THE REGENTS OF THE UNIVERSITY OF CALIFORNIA on behalf of UCSF MEDICAL CENTER, UCSF CHILDREN’S HOSPITAL and UCSF MEDICAL GROUP

THIS AGREEMENT, entered into this _____ day of _______________, 2006, by and between the COUNTY OF SAN MATEO, SAN MATEO MEDICAL CENTER, hereinafter called "County," and THE REGENTS OF THE UNIVERSITY OF CALIFORNIA on behalf of UCSF MEDICAL CENTER, UCSF CHILDREN’S HOSPITAL and UCSF MEDICAL GROUP, a California constitutional Corporation, 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 diagnostic and tertiary care services not available at San Mateo Medical Center as described in Schedule 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 I 504 Compliance

Attachment II – Hospital Audit Policy

2

Services to be performed by Contractor.

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

3.

Payments.

In consideration of the services provided by Contractor in accordance with all terms, conditions and specifications set forth herein and in Exhibit "A," County shall make payment to Contractor based on the rates and in the manner specified in Exhibit "B."

The County reserves the right to withhold payment if the County determines that the quantity or quality of the work performed is unacceptable. In no event shall the County’s total fiscal obligation under this Agreement exceed $450,000.

The maximum County obligation specified in paragraph A is based on projected utilization. If utilization exceeds projections and the County maximum obligation is expended prior to the termination or expiration of this Agreement, Contractor may discontinue services. County may, at its discretion, agree to an amendment whereby its maximum obligation is increased in consideration of Contractor’s provision of services that are necessitated by changed projections or increased utilization

Contractor shall submit an invoice for services to County for payment in accordance with the provisions of Exhibit B. All invoices must be submitted to: San Mateo Medical Center, 222 West 39^th Avenue, San Mateo, CA 94403, Attn.: Case Management Department. County shall not be obligated to pay Contractor for the services covered by any invoice if Contractor presents the invoice to County more than one hundred eighty (180) days after the date Contractor renders the services Any tracers or appeals must be submitted to County within three hundred and sixty five (365) days after the date Contractor renders the services and/or from the date of County’s last correspondence regarding such claim. County shall not be obligated to respond to any tracers or appeals submitted by Contractor for services rendered to patients without an authorized referral form. County, in accordance with California Health and Safety Code 1371.8, shall not retrospectively deny payment of Covered Services rendered by Contractor for which Contractor obtained preauthorization from County unless authorized County Patient converts to Medi-Cal and Medi-Cal agrees to reimburse Contractor. County shall pay Contractor for services within forty-five (45) days after receipt of approved billing.

4.

Term and Termination.

Subject to compliance with all terms and conditions, the term of this Agreement shall be from January 1, 2006 through December 31, 2008.

This Agreement may be terminated by Contractor, the Chief Executive Officer of San Mateo Medical Center, or his/her designee at any time without a requirement of good cause upon sixty (60) 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 that 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 but no later than sixty (60) days 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. County may not use Contractor’s name, trademarks or other proprietary symbols, names and marks in any advertising or other promotional material without the prior written consent of the Contractor.

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.

County shall indemnify and save harmless Contractor, 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 County, or (B) damage to any property of any kind whatsoever and to whomsoever belonging, (C) any sanctions, penalties, or claims of damages resulting from County’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 Contractor, its officers, agents, employees, or servants, resulting from the performance of any work required of County or payments made pursuant to this Agreement, provided that this shall not apply to injuries or damage for which Contractor 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 and County 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.

Neither Contractor nor County shall assign this Agreement or any portion thereof to a third party or subcontract with a third party to provide services required under this Agreement without the prior written consent of the other party. Any such assignment or subcontract without prior written consent shall give the other party the right to automatically and immediately terminate this Agreement.

9.

Insurance.

Contractor and County agree that each party will maintain in force, throughout the term of this Agreement, a program of insurance and/or self-insurance of sufficient scope and amount to permit each party to discharge promptly and obligations each incurs by operation of this Agreement. A certificate of insurance is not required from either party.

10.

Compliance with laws; Payment of Permits/Licenses; Jury Duty Service.

All services to be performed by Contractor pursuant to this Agreement shall be performed in accordance with all applicable 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

The parties shall comply with all applicable State of California and Federal laws in the performance of the Agreement. In the event of a conflict between the terms of this agreement and applicable 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.

The parties acknowledge that Contractor is a state public entity with a written policy which grants paid administrative leave to its employees for jury service which is consistent with the San Mateo County Contractor Employee Jury Service Ordinance. Contractor agrees to inform County if its policy regarding paid jury leave should change in such away that it becomes inconsistent with the Ordinance.

11.

Non-Discrimination. (Deleted in consideration of Contractor’s status as a public entity and agency of the State of California.)

12.

Retention of Records.

Contractor shall maintain all required records for seven (7) 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 within the established seven (7) year time frame. Contractor shall have no obligation to release to County patient-identifying information except with patient consent, where appropriate under applicable laws. Subject to the foregoing, County shall at all times be entitled to receive Patient information for limited purposes to determine and/or continue treatment protocols, responsibility for payment for services and for utilization review and quality assurance activities as provided in this Agreement. Contractor shall have no obligation to release to County any non-patient-identifying information that is otherwise confidential and proprietary to Contractor; provided, however, that Contractor may in its discretion furnish such information to County upon condition that County shall not disclose such information to any third party or parties without Contractor’s express written consent, except as required by law. The parties acknowledge and agree that any County committee that reviews the quality of medical services rendered by Participating Physicians or other Contract Providers shall act in the capacity of a "peer review committee" for purposes of applicable law.

For purposes of this section, "quality of medical services" shall include, without limitation, matters involving utilization management and review, and compliance with requirements, rules or regulations of County relating to the delivery, quality or appropriateness of medical care provided to Patients. Except as otherwise provided by law, the immunities provided to peer review committees under applicable provisions of the California Civil and Health and Safety Codes shall apply to any such County committee, including County's governing body, when performing the function described in the first sentence of this Section 12. County recognizes that the records and proceedings of Provider committees responsible for the evaluation and improvement of quality of care are privileged and protected under Section 1157 of the California Evidence Code, and, accordingly, County shall maintain the confidentiality of all Contractor peer review information to which it may gain access by virtue of this Agreement, and shall assert all privileges against discovery and otherwise that are afforded under law to such information, in the same manner and to the same degree as Contractor could so assert if such information were in Contractor's possession. All access by County to the foregoing information is provided in recognition of County's responsibilities under Section 1370 of the California Health and Safety Code to establish procedures for continuously reviewing quality of care and related matters of its contracting providers, and County shall not disclose any information obtained from Contractor hereunder except as expressly approved by Contractor or as may be required by law. County and Contractor agree to follow Contractor’s attached Audit Policy (see Attachment II – Audit Policy).

13.

Merger Clause.

This Agreement, including the Exhibits and Attachments 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:

Valerie Yv. Woolsey

Director, Payor and Provider Contracting

San Mateo Medical Center

222 W. 39^th Avenue

San Mateo, CA 94403

In the case of Contractor, to:

Patricia Hobart

Manager, Hospital Contracting

UCSF Medical Center

505 Parnassus Avenue, Box 0940

San Francisco, CA 94143-0940

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

COUNTY OF SAN MATEO

By:

Jerry Hill, President

Board of Supervisors, San Mateo County

Date:

ATTEST:

By:

Clerk of Said Board

UCSF MEDICAL CENTER

By:

Kenneth M. Jones

Chief Financial Officer

UCSF Medical Center

Date:

UCSF MEDICAL GROUP

By: ________________________

Samuel Hawgood, M.D.

President

UCSF Medical Group

Date:

Exhibit “A”

In consideration of the payments set forth in Exhibit “B”, Contractor shall provide the following services:

I.

Diagnostic and Tertiary Care Services

A.

In consideration of the payments provided for in Schedule B, paragraph I, of

this Agreement, Contractor shall provide the full range of its available

diagnostic and therapeutic services on a 24 hour/7 days a week basis to

medically indigent patients referred in writing by County, subject to the provision of Schedule B, paragraph I.

B.

In the event that the patient must be hospitalized in Contractor's facility,

Contractor's medical staff shall confer with San Mateo Medical Center

medical staff to determine if or when a transfer to San Mateo Medical

Center is medically appropriate. Medical records of the patient's stay at

Contractor’s facility shall accompany the patient.

C

County shall supply appropriate medical information to Contractor

concerning patients referred to Contractor.

D

The services provided must be specifically referred by a member of San Mateo Medical Center’s medical staff and approved by San Mateo Medical

Center Administration on a referral form provided by County and will

accompany the patient.

E.

County indigents who present at Contractor's facility without being referred

in writing by San Mateo Medical Center are expressly excluded from the

terms of this Agreement. If a County indigent presents at Contractor's facility, Contractor shall contact San Mateo Medical Center's Admitting

Department for transfer and/or authorization.

F.

In the event of the referral of a Medi-Cal pending patient, the County shall have six (6) months to provide proof of eligibility. After this time, the Contractor will be reimbursed at the agreed upon rate.

G.

Nothing herein or contained in County’s policies or protocols shall require Contractor to accept services rendered to Patient by other providers in advance of admission except in accordance with Contractor’s Medical Staff Bylaws, rules and regulations.

Exhibit “B”

I

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

UCSF Medical Center, UCSF Children's Hospital and UCSF Medical Group

Inpatient and O/P Services Contract Rates

For San Mateo Medical Center

Diagnostic and Tertiary Care Services Provided January 1, 2006 – December 31, 2008

1

Inpatient Admissions / Surgery

80% of attached Exhibit B1 UCSF DRG rate schedule, as annually amended

Plus applicable pass throughs

2

Outpatient Surgery

47% of Billed Charges

3

Outpatient Services

47% Billed Charges

4

Dermatopathology Services

110% Region 5 Medicare Fee Schedule

5

O/P Laboratory

Region 5 Medicare Fee Schedule

6

Implants/Prosthetics/Orthotics (Including LVADs and stents) Outpatient Only

Cost plus 5%

7

Transplants

Individual Deal Negotiations

Notes:

Rates are exclusive of Professional Services and separately paid for by County at 50% of billed charges.

*Medicare rate will be calculated using the current year Region 5 fee schedule at time service is provided.

The DRG’s listed herein represent those currently in use for the procedures shown. Any change, published in the Federal Register, which assigns any of the procedures listed herein to a new or additional DRG shall be considered incorporated into this (payment exhibit) effective as of the effective date indicated for such change(s) in the Federal Register

A.

Rates apply to each approved and authorized day of service and include payment for all services rendered during the admission including but not limited to: pre-admission services for provider within 24 hours of admission, room, board, nursing care, surgery and recovery suites, equipment, supplies, laboratory, radiology, pharmaceuticals and other services incidental to the admission.

B.

The preceding outpatient surgery rates apply to all services rendered during

the surgery including but not limited to: pre-operative outpatient services

within 24 hours of the surgery, nursing care, surgery and recovery suites,

equipment, supplies, laboratory, radiology, pharmaceuticals and other

services incidental to the surgery.

C.

The preceding rates exclude professional services that are not billed under

the Contractor's TINs.

D.

The preceding rates apply to all authorized services available from

Contractor. Hospital services are described in the hospital services

inventory attached as Exhibit I. Laboratory rates will be understood to mean lab services associated with referred patients as well as lab specimen referrals for which no advance case management paperwork will be required.

E.

Pre-admission services provided within 24 hours of admission will be

included in the DRG payment.

F.

Contractor shall be reimbursed per current HCFA billing guidelines.

G.

DRG rates exclude hospital-based physician fees.

H.

The services provided must be referred by a member of San Mateo Medical Center’s medical staff and authorized by the Case Management

Department or Hospital Administration. A valid outside authorized referral

form must accompany the patient. County agrees to provide authorization at the time of patient referral. County shall not deny payment of Covered Services rendered by Contractor for failure to obtain the preauthorization required by this Agreement within a 72 hour period of referral if the parties retrospectively agree that such services were medically necessary and would have been approved prospectively had preauthorization been obtained. County agrees to inform and train staff members and physicians regarding the referral and authorization requirements defined in this Agreement. County agrees to notify the Patient, the Patient’s physician, and Contractor of all denials of preauthorization at least twenty-four (24) hours before the scheduled commencement of any services hereunder. County agrees to notify Contractor at the time of admission if the patient is a Medi-Cal pending patient.

I.

Contractor shall provide billing for all services performed. Payment may be denied for those claims where authorization does not clearly match either the date or type of service authorized. Via concurrent review, County agrees to submit new updated authorization for those cases that change in clinical nature or date from the intended authorization.

J.

Upon discovery or notification by County, Contractor shall bill all other payors including, but not limited to, Medi-Cal, Medicare, private insurance patients and "full pay" patients. County shall bear no financial responsibility for such patients.

K.

For Medi-Cal patients referred to Contractor by County and Per Medi-Cal guidelines, as the Provider of Service, Contractor must complete and submit a Treatment Authorization Request (TAR) Form 50-1 to the appropriate Medi-Cal field office. County will provide information on the Outside Referral Form that will enable Contractor to complete these TARs.

L.

In the event that a patient referral to Contractor by County under this

Agreement is subsequently determined to be eligible for third-party

payment, Contractor shall claim against third-party payor and County shall

bear no financial responsibility for such patient

M.

In the event of the referral of a Medi-Cal pending patient, the County shall have six (6) months to provide proof of eligibility. After this time, the Contractor will be reimbursed at the rates established in this Exhibit B. If patient is subsequently found eligible for Medi-Cal after payment has been made, San Mateo Medical Center will provide proof of retroactive eligibility to Contractor. Any payment made to Contractor must be reimbursed to San Mateo Medical Center within thirty (30) days of such notification if Provider is able to bill and collect from Medi-Cal. In no event will Provider be required to refund to County if Provider is unable to collect from Medi-Cal due to time expiration associated with claims submission guidelines.

The term of this agreement is January 1, 2006 to December 31, 2008. In no event shall total payment exceed $ 450,000.