Professional Services Agreement

Between the County of San Mateo and

Larry K. Fan, M.D. Inc.

For Plastic Surgery Services

 

THIS PROFESSIONAL SERVICES AGREEMENT is entered into by and between the
County of San Mateo, San Mateo Medical Center (“County”) and
Larry K Fan, M.D. Inc. (“Contractor”).

 

W I T N E S S E T H:

 

WHEREAS, County operates health care facilities collectively known as the “San Mateo Medical Center”.

 

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

 

WHEREAS, pursuant to Government Code 31000, County may contract with independent contractors for the furnishing of such services to or for the County; and

 

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

 

NOW, THEREFORE, in consideration of the mutual agreements set out below, the parties agree as follows:

 

Section 1 Contractor’s Obligations

 
 

1.1 Organizational Status

   

Contractor represents and warrants that it is either (Check One):

   
   

1.1.1

In individual health care provider duly licensed, certified, accredited or otherwise duly authorized to practice medicine in the specialty of plastic surgery, in the State of California

   

1.1.2

A partnership, professional services corporation or association duly organized and validly existing under the laws of the State of California and authorized to engage in the profession of medicine in the State of California;

   

1.1.3

Other_______________________

         
 

1.2 Contractor’s Representatives

     
   

1.2.1

The term “Contractor” shall included all Contractor’s representatives, employees, shareholders, partners, subcontractors, and agents providing services in San Mateo County under this Agreement, i.e. every members of a medical group that contracts with the County shall be considered a “Contractor”, for purposes of complying with this Agreement.

       
   

1.2.2

Where Contractor represents more than one individual, contractor will designate a “Lead Contractor”. This Lead Contractor will be the contact person for the County when dealing with issues affecting both parties, including, but not limited to, enforcement of this Agreement, in cares where direct discussion with the individual contractor’s representative fails to adequately resolve this issue.

 

1.3 Qualifications

     
   

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

     
   

1.3.1

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

       
   

1.3.2

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

       
   

1.3.3

Contractors shall be certified by the appropriate State recognized Board in California (or eligible for certification by such Board by virtue of having successfully completed all educational and residency requirements required to sit for the Board examinations).

       
   

1.3.4

Contractor is not currently excluded, debarred or otherwise ineligible to participate in federal health care programs or in federal procurement or non-procurement program; nor has Contractor been convicted of a criminal offense.

       
   

1.3.5

Contractor agrees to participate in the County’s Organized Health Care Arrangement (OHCA), as described by the Health Insurance Portability and Accountability Act of l1996 (HIPAA). Contractors who choose to opt out of the OHCA agree to advise the San Mateo medical Center Medical Staff Office in writing and will provide their own Notice of Privacy Practice (NPP).

       
 

1.4 Services to be Performed by Contractor

     
   

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

     
 

1.5 Payments

     
   

1.5.1

Maximum Amount. In full consideration of Contractor’s performance of the services described in SCHEDULE A, the amount that County shall be obligated to pay for services rendered under this Agreement shall not exceed that specified in SCHEDULE B.

       
   

1.5.2

Rate of Payment. The rate and terms of payment shall be as specified in SCHEDULE B, attached hereto and incorporated herein. Any rate increase is subject to the approval of the Chief Executive Officer, or her designee, and shall not be binding on County unless so approved in writing. Each payment shall be conditioned on the Contractor’s performance of the provisions of this Agreement, to the full satisfaction of the Chief Executive Officer, or her designee.

       
   

1.5.3

Time Limit for Submitting Invoices. Contractor shall submit an invoice for services to County for payment in accordance with the provisions of SCHEDULE C. County shall not be obligated to pay Contractor for the services covered by any invoice if Contractor presents the invoice to County more than one hundred eighty (180) days after the date Contractor renders the services, or more than ninety (90) days after this Agreement terminates, whichever is earlier.

       
 

1.6 Substitutes

   

Contractor shall provide at Contractor’s sole cost and expense, a substitute for any Contractor who is unable to provide services required under this Agreement. As a condition of providing services under this Agreement, any such substitute shall first be approved by County’s Chief Executive Officer, or her designee, and shall otherwise satisfy all qualification requirements applicable to the Contractor, including but not limited to, being covered under Contractor’s insurance or submitting separate insurance issued by a company under such terms and limitations as County shall reasonably approve.

     
 

1.7 General Duties of Contractor

     
   

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

   

1.7.1

Administrative and Miscellaneous Duties and Responsibilities.

     

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

       
   

1.7.2

Billing and Compliance. Contractor shall prepare such administrative and business records and reports related to the Service in such format and upon such intervals, as County shall reasonably require. Contractor shall not directly submit a billing statement of charges to any County patient or other entity for services arising from the practice of medicine, nor shall Contractor make any surcharge or give any discount for care provided without the prior written authorization of County. The County has complete authority to assign patients to various Contractors, determine write-offs, and take any other action relating to billing and collection of fees for clinical services. All accounts receivable generated for services rendered by Contractor pursuant to this Agreement are the property of the County. Contractor shall participate in all compliance programs adopted by County. Contractor shall have the right to review any and all billings for hi/her services bearing his/her name of Provider Number. Contractor is required to request the correction of any errors including providing a refund to payors if warranted. Contractor agrees to keep accurate and complete records pursuant to SCHEDULE C, incorporated by reference herein.

       
   

1.7.3

Compliance with Rules and Regulations. Contractor agrees to abide by rules, regulations and guidelines of County, as the County may from time to time amend, add or delete rules, regulations or guidelines at County’s sole discretion and such amendment will not affect the enforceability or terms of this Agreement to the extent such rules, regulations and guidelines apply to Contractor, given its status as a public entity.

       
   

1.7.4

Managed Care Contracts. Contractor is obligated to participate in, and observe, the provisions of all managed care contracts which County may enter into on behalf of Contractor for health care services with, managed care organizations including, but not limited to Health Maintenance Organizations (HMSs), Independent Practice Associations (IPAs), Preferred Provider Organizations (PPSs), Medical Service Organization (MSOs), Integrated Delivery systems (IDSs) and Physician-Hospital Organizations (PHOs).

       
   

1.7.5

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

       
     

(A)

Contactor’s representative license to practice in any jurisdiction is suspended, revoked, or otherwise restricted;

         
     

(B)

A complaint or report concerning Contractor competence or conduct is made to any state medical or professional licensing agency;

         
     

(C)

Contractor privileges at any hospital, health care County or under any health care plan are denied, suspended, restricted or terminated or under investigation for medical disciplinary cause or reason;

         
     

(D)

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

         
     

(E)

Contractor representative’s participation as a Medicare or MediCal provider is under investigation or has been terminated;

         
     

(F)

There is a material change in any of the information the Contractor has provided to County concerning Contractor’s professional qualification or credentials;

         
     

(G)

Contractor’s conviction of a crime;

         
     

(H)

Contractor or Contractor’s representative must also notify the County within thirty (30) days of any breach of this Agreement.

         
   

1.7.6

Compliance with Contractor Employee Jury Service Ordinance. Contractor shall comply with the County Ordinance with respect to provision of jury duty pay to employees and have and adhere to a written policy that provides that its employees shall receive from the contractor, on an annual basis, no less than five days of regular pay for actual jury service in San Mateo County. The policy may provide that employees deposit any fees received for such jury service with the contractor or that the contractor deduct from the employees regular pay the fees received for jury service.

         
 

1.8 Citizenship Duties of Contractors

     
   

1.8.1

Contractors will meet County expectations of outpatient clinic productivity, as determined by relevant standards, adjust for local conditions.

       
   

1.8.2

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

       
   

1.8.3

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

       
   

1.8.4

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

       
   

1.8.5

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

       
   

1.8.6

Contractors will attempt to provide two (2) months notice, but under no circumstance shall provide less than two (2) weeks, for non-emergency absences from assigned duties. Notice shall be provided electronically or in writing to all relevant service areas.

       
   

1.8.7

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

       
   

1.8.8

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

       
   

1.8.9

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

       
   

1.8.10

Contractors will conduct themselves with professionalism at all times, which includes, but is not limited to, courteous and respectful conduct towards, and reasonable cooperation with, all County employees.

       
 

1.9 Provision of Records for County

     
   

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

     
 

1.10 Cooperation with County in Maintaining Licenses

     
   

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

     
 

1.11 Contractors Conflict of Interest

     
   

Contractors shall inform County of any other arrangements which may present a professional, financial, stark law, or any other state or federal conflict of interest or materially interfere in Contractor’s performance of its duties under this Agreement. In the event Contractor pursues conduct which does, in fact, constitute a conflict of interest or which materially interferes with (or is reasonably anticipated to interfere with) performance under this Agreement, County may exercise its rights and privileges under Section 3 below.

     
 

1.12 Non-Permitted Uses of County

     
   

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

     
 

1.13 No Contract in County Name

     
   

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

     
 

1.14 Regulatory Standards

     
   

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

     
 

1.15 Availability of Records for Inspection

     
   

As and to the extent required by law, upon written request of the Secretary of Health and Human Services, the Comptroller General or any of their duly authorized representatives, Contractor shall make available those contracts, books, documents and records necessary to verify the nature and extent of the costs of providing services under this Agreement. Such inspection shall be available for up to four (4) years after the rendering of such services. If Contractor carries out any of the duties of this Agreement through a subcontract with a value of l$10,000 or more over a twelve (12) month period with a related individual or organization, Contractor agrees to include this requirement in any such subcontract. This section is included pursuant to and is governed by the requirements of l42 U.S.C. Section 1395x(v)(1) and the regulations thereto. No attorney-client, or accountant-client, or other legal privilege will be deemed to have been waived by County, Contractor or any Contractor’s Representative by virtue of this Agreement.

     
 

1.16 Professional Standards

     
   

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

     

Section 2 Change of Circumstances

   
 

2.1

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

     

Section 3 Term and Termination

   
 

3.1 Term

     
   

This Agreement shall commence on the 1st day of September, 2006, and shall continue for one year. Unless sooner terminated, this Agreement shall expire and be of no further force and effect as of the end of business on the 31st day of August 2007.

     
 

3.2 Extension of Term

     
   

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

     
 

3.3 Termination

     
   

This Agreement may be terminated by County at any time upon ninety (90) days’ written notice to the Contractor. This agreement may be terminated by the Contractor at any time upon ninety (90) days written notice to the County.

   

3.3.1 Automatic Termination

       
     

This Agreement shall be immediately terminated as follows:

       
     

(A)

Upon Contractors’ loss, restriction or suspension of his or her professional license to practice medicine in the State of California;

         
     

(B)

Upon Contractors’ suspension or exclusion from the Medicare or MediCal Program;

         
     

(C)

If the Contractors violate the State Medical Practice Act;

         
     

(D)

If the Contractor’s professional practice jeopardizes imminently the safety of patients;

         
     

(E)

If Contractor is convicted of a crime;

         
     

(F)

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

         
     

(G)

Upon revocation, cancellation, suspension or limitation of the Contractor’s medical staff privileges at the County;

         
     

(H)

If Contractor has a guardian or trustee of its person or estate appointed by a court of competent jurisdiction;

         
     

(I)

If Contractor becomes disabled so as to be unable to perform the duties required by this Agreement;

         
     

(J)

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

         
     

(K)

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

         
     

(L)

Upon the closure of County;

         
   

3.3.2 Breach of Material Terms

       
     

Either party may terminate this Agreement at any time in the event the other party engages in an act or omission constituting a material breach of any term of condition of this Agreement. The party electing to terminate this Agreement shall provide the breaching party with not less than thirty (30) days advance written notice specifying the nature of the breach. The breaching party shall then have their (30) days from the date of the notice in which to remedy the breach and conform its conduct to this Agreement. If such corrective action is not taken within the time specified, this Agreement shall terminate at the end of the sixty (60) day period without further notice or demand. Upon breach of the terms of this Agreement by an individual Contractor, County shall have the option of withdrawing its acceptance of that individual Contractor, as described in 1.3.1, without terminating this Agreement. Upon withdrawal of acceptance, Contractor must replace said contractor representative as specified in section 1.6 of this contract. Withdrawal of acceptance of an individual Contractor will not, of itself, constitute grounds for termination of this Agreement, by either party.

       
   

3.3.3 Patient Records Upon Termination and Notice to Patients

       
     

All original patient records shall be property of the County. Upon termination of this Agreement, Contractor shall return any such records as may be in Contractor’s possession to County, subject to Contractor’s right to copies of records.

       

Section 4 Insurance and Indemnification

   
 

4.1

County, at its sole cost and expense, shall insure its activities in connection with this Agreement and obtain, keep in force and maintain the following insurance.

     
   

4.1.1

Professional Medical and Hospital Liability Insurance with limits of Three Million Dollars ($3,000,000.00) per occurrence and a general aggregate of Ten Million dollars ($10,000,000.00). If such insurance is written on a claims-made form, it shall continue for three (3) years following termination of this Agreement. The insurance shall have a retroactive date prior to or coinciding with the effective date of this Agreement.

       
   

4.1.2

Comprehensive or Commercial Form General Liability Insurance (contractual liability included) with a limit of Three Million Dollars ($3,000,000.00) per occurrence. If such insurance is written on a claims-made form, it shall continue for three (3) years following termination of this Agreement. The insurance shall have a retroactive date prior to or coinciding with the effective date of this Agreement.

       
   

4.1.3

Workers' Compensation Insurance in a form and amount covering County's full liability as required by law under the Workers' Compensation Insurance and Safety Act of the State of California as amended from time to time

       
   

4.1.4

Such other insurance in such amounts which, from time to time, may be reasonably required by the mutual consent of the parties against other insurable risks relating to performance.

       
 

4.2

The coverage required under this Article above shall not in any way limit the liability of County. Such a provision, however, shall only apply in proportion to and to the extent of the negligent acts or omissions of County, its officers, agents, and/or employees. County, upon the execution of the Agreement, shall furnish Contractor with Certificates of Insurance evidencing compliance with all requirements. Certificates shall further provide for thirty (30) days’ advance written notice to Contractor of any modification, change or cancellation of any of the above insurance coverage.

       
 

4.3

Contractor shall self-insure its activities in connection with this Agreement by maintaining programs of self-insurance as follows:

       
   

4.3.1

Professional Medical and Hospital Liability self-insurance with limits of Three Million Dollars ($3,000,000)

       
   

4.3.2

General Liability Self-Insurance Program with a limit of Three Million Dollars ($3,000,000)

       
   

4.3.3

Workers Compensation Self-Insurance Program covering Contractor’s full liability as required by law under the Workers’ Compensation Insurance and Safety Act of the State of California as amended

       
   

4.3.4

Such other insurance in amounts that may be reasonably required by the mutual consent of the parties against other insurable risks relating to performance.

     
 

4.4

The coverage required under this Article above shall not in any way limit the liability of Contractor or Contractor’s Representatives. Such a provision, however, shall only apply in proportion to and to the extent of the negligent acts or omissions of Contractor, its officers, agents, and/or employees. Contractor, upon the execution of the Agreement, shall furnish County with Certificates of Self-Insurance evidencing compliance with all requirements. Certificates shall further provide for thirty (30) days’ advance written notice to Contractor of any modification, change or cancellation of any of the above self-insurance coverage.

     
 

4.5 Indemnification

     
   

County shall defend, indemnify and hold Contractor and Contractor’s representatives, its officers, employees, and agents harmless from and against any and all liability, loss, expense (including reasonable attorneys’ fees), or claims for injury or damages arising out of the performance of this Agreement but only in proportion to and to the extent such liability, loss, expense, attorneys’ fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of County, its officers, employees or agents.

Contractor shall defend, indemnify and hold County, its officers, employees, and agents harmless from and against any and all liability, loss, expense (including reasonable attorneys’ fees), or claims for injury or damages arising out of the performance of this Agreement but only in proportion to and to the extent such liability, loss, expense, attorneys’ fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of Contractor, its officers, employees or agents.

 

4.6 Tail Coverage

     
   

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

Section 5 Miscellaneous Provisions

   
 

5.1 Notice Requirements

     
   

Any notice required or desired to be given in respect to this Agreement shall be deemed to be given upon the earlier of (i) actual delivery to the intended recipient or its agent, or (ii) upon the third business day following deposit in the United States mail, postage prepaid, certified, or registered mail, return receipt requested,

     
   

If to County:

Nancy Steiger, CEO
San Mateo Medical Center
222 W 39th Avenue
San Mateo, CA 94403

       
   

With Copy to:

County Counsel’s Office

     

400 County Center

     

Redwood City, CA 94063

       
   

If to Contractor:

Larry K. Fan, M.D., Inc.

1730 8th Avenue, Unit A

San Francisco, CA 94122

       
 

5.2 Entire Agreement

     
   

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

     
 

5.3 Partial Invalidity

     
   

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

     
 

5.4 Assignment

     
   

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

     
 

5.5 Independent Contractor

     
   

Contractor and all Contractor’s Representatives are performing services and duties under this Agreement as independent contractors and not as employees, agents, partners of, or joint ventures with County. County does retain responsibility for the performance of Contractor and Contractor’s Representatives as and to the extent required by law and the accreditation standards applicable to County. Such responsibility, however, is limited to establishing the goals and objectives for the Service and requiring services to be rendered in a competent, efficient and satisfactory manner in accordance with applicable standards and legal requirements. Contractor shall be responsible for determining the manner in which services are provided and insuring that services are rendered in a manner consistent with the goals and objectives reference in this Agreement.

     
 

5.6 Regulatory Requirements

     
   

The parties expressly agree that nothing contained in this Agreement shall required Contractor or Contractor’s Representatives to refer or admit any patients to, or order any goods or services from County. Notwithstanding any unanticipated effect of any provision of this Agreement, neither party will knowingly or intentionally conduct himself in such a manner as to violate the prohibition against fraud and abuse in connection with the Medicare and Medicaid programs.

     
 

5.7 Alternate Dispute Resolution

     
   

The parties firmly desire to resolve all disputes arising hereunder without resort to litigation in order to protect their respective reputations and the confidential nature of certain aspects of their relationship. Accordingly, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be mediated.

     
 

5.8 Third Party Beneficiaries

     
   

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

     
 

5.9 Governing Law

     
   

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

     
 

5.10 Amendments

     
   

All amendments shall be approved by the Board of Supervisors

     
 

5.11 Non-Discrimination

     
   

Contractor shall comply with the non-discrimination requirements described in SCHEDULE D, which is attached hereto, and incorporated herein. Contractor shall comply with the County admission and treatment policies which shall provide that patients are accepted for care without discrimination on the basis of race, color, religion, sex, sexual orientation, national origin, age, handicap, or political affiliation.

     
   

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

     
   

A.

Termination of this Agreement;

       
   

B.

Imposition of other appropriate contractual and civil remedies and sanctions, as determined by the County Manager.

     
 

5.12 General Standards

     
   

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

     
 

5.13 Confidentiality of Patient Information

   

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

     
   

All services to be performed by Contractor pursuant to this Agreement shall be performed in accordance with all applicable federal , state, county, and municipal laws, including, but not limited to, Health Insurance Portability and Accountability Act of 1996 (HIPAA) and all Federal regulations promulgated thereunder, as amended, and the Americans with Disabilities Act of 1990, as amended, and Section 504 of the Rehabilitation Act of 1973, as amended and attached hereto and incorporated by reference herein as Attachment I, which prohibits discrimination on the basis of handicap in programs and activities receiving any federal or county financial assistance. Such services shall also be performed in accordance with all applicable ordinances and regulations, including, but not limited to, appropriate licensure, certification regulations, provisions pertaining to confidentiality of records, and applicable quality assurance regulations. Contractor will timely and accurately complete, sign, and submit all necessary documentation of compliance.

     
   

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.

     
 

5.14 Non-Disclosure of Names

   

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

     
   

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

     
   

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

     
 

5.15 Disclosure of Records

   

Both parties agree to provide to County, to any federal or state department having monitoring or reviewing authority, to County’s authorized representatives and/or their appropriate audit agencies upon reasonable notice, access to and the right to examine and audit all records and document necessary to determine compliance with relevant federal, state, and local statues, rules and regulations, and this Agreement, and to evaluate the quality, appropriateness and timeliness of services performed. Both parties shall comply with all provisions of the Omnibus Budget Reconciliation Act of 1980 regarding access to books, documents, and records.

     
   

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

     
   

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

     

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

 
       
   

CONTRACTOR:

__________________________________

     

(signature)

       
     

By: __Larry K. Fan, M.D., Inc._____ ___ _

       
     

Title: .

       
     

Date:_________________________________

       
       
       
   

COUNTY:

__________________________________

     

(signature)

       
     

By: Jerry Hill, President__ _______

     

Board of Supervisors, San Mateo County

       
     

Title:__________________________________

       
     

Attest:

       
     

By: ___________________________________

     

Clerk of Said Board

     

Date:__________________________________

       

SCHEDULE A

SERVICES

   

In consideration of the payments specified in “SCHEDULE B” Contractor shall perform such services described below under the general direction of the Director.

 

1.

Provide Professional Plastic Surgery services in the Department of Surgery, including inpatient, outpatient, and emergency care. Contractor shall hold one half-day (.5) plastic surgery clinic and one full-day (1) of scheduled operative services every other week

   

2.

Participate in such scheduled coverage of service as is mutually arranged and agreed upon by members of the Department of Surgery under the supervision of the Chief of Surgery. Contractor shall develop schedule for "On Call," and/or "Emergency Call" status during all other times on Monday through Friday and for twenty-four (24) hours each Saturday, Sunday, or holiday. Contractor shall not be required to provide more than 10 nights of "On Call" and/or "Emergency Call" per month without express written consent of the Contractor.

   

3.

"On Call" and "Emergency Call" are defined as being available by telephone or pager to the hospital medical staff, nursing supervisor, and administrator on-call as needed. In addition, Contractor must adhere to the guidelines of the San Mateo County Trauma System by being immediately available by phone. Contractor shall provide Emergency Room consultation in person where medically indicated, including performance of procedures and surgeries on an emergency basis. All physicians who take calls for plastic surgery must have San Mateo Medical Center privileges.

   

4.

Contractor shall care for inpatients after surgical procedures, and provide requested consultation, as dictated by standard surgical procedures practice and rules and regulations of the medical staff.

   

5.

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

   

6.

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

   

7.

Contractor shall provide Medical Staff administrative support to hospital and nursing in meeting surgical and anesthesia standards as defined by Joint Commission, Title 22, and other applicable standards.

SCHEDULE B

Payments

 

1.

Contractor shall be paid at rates set forth to include the complete professional component associated with plastic surgery services.

 
 

2.

Payment shall be calculated in a manner consistent with reimbursement for plastic surgery services. The source of plastic surgery services base units is the current Medicare Resource-Based Relative Value Scale (RBRVS) Relative Value Work Units (RVUs), which is hereby incorporated and referenced herein as Attachment II.

 

3.

Contractor compensation for plastic surgery services by the County will be based on individual RVU base work unit value of $70.00.

 

4.

Contract shall be paid monthly. Monthly payments shall be calculated as reimbursement for the actual number of existing FTEs for the current month. Such payments will be 1/3 of the estimated quarterly floor, and shall be paid no later than the 20th day of the following month. Quarterly and pro-rated quarterly payments will be made no later than the 20th day of the month following the close of the quarter.

 

5.

Contractor’s quarterly compensation will be no less than a minimum amount specified:

Year I (Monthly = $5016.67)

July 1, 2006 through September 30, 2006: $15,050.01

October 1, 2006 through December 31, 2006: $15,050.01

January 1, 2007 through March 31, 2007: $15,050.01

April 1, 2007 through June 30, 2007: $15,050.01

 

7.

If the monthly total of Work RVU units multiplied by three (3) results in an amount greater than an average of 72 units per month, the County will pay Provider the difference at a rate of $80 per Work RVU unit. If the monthly total of Work RVU units multiplied by three (3) results in an amount less than an average of 72 units per month, Contractor agrees to meet with the Medical Director, or his designee, to determine the source of low productivity no later than 30 days from the end of the preceding quarter.

 

8.

Incomplete Quarters will be Pro-Rated Using the same logic as defined in this agreement.

 

9.

Contractor may submit the quarterly invoice no later than the 15th day of the month, following the close of the quarter. County shall generate and provide to contractor a verification report for RVU unit reconciliation by the 20th of every month. Any discrepancies between Contractor quarterly invoice and County verification report(s) should be resolved within one week following submission of the reconciliation report. Contractor will make best effort to reconcile encounters monthly. County will reimburse Contractor for all RVU units supported by encounter forms submitted up to and including the 15th of the month, following the close of the quarter. Any outstanding RVU unit encounter forms submitted after the 15th of the month following the close of the quarter will be reimbursed at the following quarter's settlement.

   

10.

Additionally, Contractor will be paid, upon presentation of the relevant documentation and invoice, TWO HUNDRED DOLLARS ($200) per night for on-call services.

 

Total payment under this agreement will not exceed ONE HUNDRED TWENTY FOUR THOUSAND FIVE HUNDRED DOLLARS ($124,500).

SCHEDULE C

Billing Requirements

 

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

 

A.

OUTPATIENT

 
 

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

 
 

“Complete” shall mean:

     
 

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

 

Contractor signature, date and title are present on form.

 

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

   
 

“Accurate” shall mean:

   
 

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

 

Other procedures codes must be consistent with diagnosis.

 

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

 

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

   
 

“Timely” shall mean:

 

Submission of encounter forms to County with three calendar days from date of service.

   
 

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

     
 

Medical Record number

 

Patient Name

 

Date of Birth

 

Date of Service

 

Patient Number

 

Financial Class

   
 

County will attach a RAF with encounter form where appropriate

   

B.

INPATIENT (Includes Same Day Surgery and Observation

   
 

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

   
 

“Complete” shall mean:

 

 

Charge slips shall include:

   
 

Date of Service

 

Appropriate CPT code

 

Physician signature and title

 

Patient name

 

Medical Record number

   
 

“Timely” shall mean:

   
 

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

   
 

Additional documentation shall mean:

   
 

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

 

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

 

History and Physical is complete in patient chart.

 

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

SCHEDULE D

Non-Discrimination

 

Contract between County of San Mateo and Larry K. Fan, M.D., Inc. hereinafter called “Contractor”.

 

a.

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

 

b.

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

 

c.

Contractor shall assure compliance with Section 504 of the Rehabilitation Act of 1973

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