AGREEMENT BETWEEN THE COUNTY OF SAN MATEO AND
SCRIPTSTAT

 
 

THIS AGREEMENT, entered into this _____ day of _______________ , 2007, by and between the COUNTY OF SAN MATEO, hereinafter called "County," and SCRIPTSTAT, 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 services, such as those provided by Contractor to or for County or any Department thereof;

 

WHEREAS, the County deems it necessary and desirable to retain Contractor be for the purpose of providing temporary pharmacy staffing services to San Mateo Medical Center and Contractor desires to enter into such a contract with the County.

 
 

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 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 all other agreements approved collectively by the single Resolution that approved this and other pharmacy related agreements, exceed ONE HUNDRED FIFTY THOUSAND DOLLARS.

4.

Term and Termination

Subject to compliance with all terms and conditions, the term of this Agreement shall be from April 1, 2007 to March 31, 2010.

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

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

 

5.

Availability of Funds

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

   

6.

Relationship of Parties

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

 

7.

Hold Harmless

Contractor 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 insurance 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 of 1990, as amended, and Section 504 of the Rehabilitation Act of 1973, as amended and attached hereto and incorporated by reference herein as Attachment “I,” which prohibits discrimination on the basis of handicap in programs and activities receiving any Federal or County financial assistance. Such services shall also be performed in accordance with all applicable ordinances and regulations, including, but not limited to, appropriate licensure, certification regulations, provisions pertaining to confidentiality of records, and applicable quality assurance regulations. In the event of a conflict between the terms of this Agreement and State, Federal, County, or municipal law or regulations, the requirements of the applicable law will take precedence over the requirements set forth in this Agreement.

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

 

11.

Non-Discrimination and Other Requirements

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.

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.

   

13.

Retention of Records, Right to Monitor and Audit

(a) 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.

(b) Reporting and Record Keeping: CONTRACTOR 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) CONTRACTOR 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.

 

14.

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. In the event that any term, condition, provision, requirement or specification set forth in this body of the agreement conflicts with or is inconsistent with any term, condition, provision, requirement or specification in any exhibit and/or attachment to this agreement, the provisions of this body of the agreement shall prevail. 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.

   

15.

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.

   

16.

Notices

 

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

    In the case of County, to:

    San Mateo Medical Center

    222 W. 39th Avenue

    San Mateo, CA 94403

    In the case of Contractor, to:

    ScriptSTAT

    2410 Russel St., Ste C

    Berkeley, CA 94705

 

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

 
 
 

COUNTY OF SAN MATEO

 
 
 
 

By:

 

Rose Jacobs Gibson, President

Board of Supervisors, San Mateo County

 
 
 

Date:

 
 

ATTEST:

 
 

By:

Clerk of Said Board

 
 
 
 
ScriptSTAT
   
   
   
 

Contractor’s Signature

   
   
 
Date:
   
   
   

Long Form Agreement/Business Associate v 6/28/06

Exhibit “A”

 
   

A.

In consideration of the payments set forth in Exhibit “B”, Contractor shall provide the temporary pharmacists and pharmacy technicians in the quantities and at the time requested to work in San Mateo Medical Center Pharmacy Department.

 

B.

Contractor will comply with all regulatory standards related to its personnel

including, but not limited to, those of the Joint Commission on Accreditation of

Hospitals Organization, State of California, and other regulatory agencies.

 

C.

Contractor certifies and agrees that all personnel assigned to County's facilities

shall 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.

 

D.

Contractor will comply with all applicable state and federal laws regarding

confidentiality and HIV/AIDS.

 

E.

Contractor will evaluate employees on a yearly basis and provide County with

a copy of the most current evaluation for each employee at the start of the contract term.

 

F.

Contractor's personnel are employees of Contractor. Contractor assumes all

responsibility for all workers' compensation and professional liability coverage.

 

G.

Contractor's employees will meet and maintain County's department-specific

competencies and skills required in order to perform the functions to which they are assigned.

 

H.

Contractor’s employees will adhere to Fire/Safety/Health/HIPPAA policies and

procedures at SMMC.

 

I.

Contractor’s employees will recognize and abide by the hierarchal organizational

structure and work harmoniously with SMMC staff toward the common goal of

outstanding patient care.

 

J.

Contractor's employees will be cognizant of quality and performance

improvement issues and projects and participate collaboratively with SMMC staff

in achieving the standards set by the organization.

 

K.

Contractor will, within a reasonable period of time, provide replacement staff for contractor’s employees who are ill or “no shows” at SMMC for shifts at SMMC.

 

L.

Contractor will coordinate pre-employment drug testing of temporary Contractor employees prior to work at SMMC.

 

M.

Contractor will coordinate pre-employment tuberculosis tests of temporary Contractor employees prior to reporting to work at SMMC and thereafter on an annual basis.

 

N.

Contractor will conduct the following background investigations of all its direct hire employees who have met SMMC’s requirements for positions at SMMC.

 
 

1.

Pharmacy Technicians

 
   

a.

Social Security number verification

   

b.

Criminal background search (7 years or up to 5 counties)

   

c.

Violent sexual offender and predator registry search

   

d.

HHS/OIG list of excluded individuals/entities

   

e.

GSA List of parties excluded from Federal Programs

   

f.

Drug Screening

 
 

2.

Pharmacist

 
   

a.

Social Security number verification

   

b.

Criminal background search (7 years or up to 5 counties)

   

c.

Violent sexual offender and predator registry search

   

d.

HHS/OIG list of excluded individuals/entities

   

e.

GSA List of parties excluded from Federal Programs

   

g.

Educational verification

   

h.

Certification and Designations Check

   

i.

Professional Disciplinary action search.

   

j.

Drug Screening

 

O.

SMMC is responsible for providing any facility orientation prior to the time that Contractor temporary employee is scheduled to work. Such orientation may include, but is not limited to the following:

 
 

1.

Method by which assignments are made.

 

2.

Major duties expected of the temporary employee of Contractor.

 

3.

The requirements of documentation related to Contractor’s temporary employee’s job duties

 

4.

Procedures expected to be followed during the response to a cardiac arrest code (code 99, or other such designation)

 

5.

Procedures to follow for fire and other such emergencies.

 

6.

Infection control policies and procedures.

 

7.

The handling of hazardous materials and the location of material safety data sheets (MSDS)

 

P.

SMMC will conduct competency verifications for Contractor’s temporary employees pursuant to the same standards and methods employed with regard to SMMC employees.

 

Q.

SMMC is responsible for on-going evaluation of the specific duties of Contractor’s temporary employees. Contractor will work with SMMC to conduct annual evaluations for Contractor’s temporary employees.

 

R.

Contractor will establish policies and procedures for resolving grievances from physicians or hospital staff regarding Contractor’s employees after execution of contract. Contractor management and legal counsel will consult with appropriate officials at SMMC to ensure that an approved method of grievance resolution is implemented.

 

S.

Contractor will fax or email confirmation requests to both client and employee. Contractor will confirm all Pharmacy staff three days prior to shift.

 

T.

Contractor requires a 24 hour cancellation policy.

 

U.

It is intended that Contractor, in performing services herein specified, will act

as an independent contractor and will have control of its work and the manner

in which it is performed. It will be free to contract for similar services to be

performed for other facilities while it is under contract with County. Likewise County is free to contract for similar services with other agencies.

 

V.

SMMC retains professional and administrative responsibility for the services rendered, however, in no circumstance shall SMMC be liable for the acts or omissions of Contractor and Contractor is bound in full by the indemnification/hold harmless language of this Agreement.

 

W.

The County retains sole discretion to determine whether each of Contractor’s employees shall be authorized to work at SMMC pursuant to this Agreement. If the County reasonably determines that an employee of Contractor is unsuitable, Contractor shall arrange to replace the individual and the County shall have no further liability to Contractor.

Exhibit “B”

 

A.

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

 

1.

Pharmacists

Pharmacy Technician

$89.50 per hour

$36 per hour

B.

The above hourly fee schedule is inclusive of all remuneration for employees, and Contractor is responsible for all benefits for its employees, including, but not limited to, vacation, sick leave, medical and dental care, and any pension benefits.

 

C.

Holiday shifts (New Year’s Day, Easter, Memorial Day, Independence Day,

Labor Day, Thanksgiving Day, Christmas Day) will be paid at time and a half

the hourly rate.

 

D.

Overtime will be calculated in conformity with State and/or Federal law and

billed to client accordingly.

 

E.

A four (4) hour cancellation fee will be charged without 24 hours prior notice

before the start of a scheduled shift.

 

F.

If SMMC is not completely satisfied with the performance of Contractor’s

temporary employee, Contractor will be notified prior to the end of the first

day of the assignment and the charges for any unsatisfactory performance

will be adjusted.

 

G.

The term of this Agreement is April 1, 2007 to March 31, 2010. The

maximum amount of the Agreement and other Agreements approved

collectively by single Resolution Is ONE HUNDRED FIFTY THOUSAND

DOLLARS ($150,000). Invoices will be approved by the Pharmacy Director

and paid within 30 days of receipt of invoice.