20070410_a

AGREEMENT BETWEEN THE COUNTY OF SAN MATEO AND
SEQUOIA HEALTH SERVICES

THIS AGREEMENT, entered into this ____ day of ____________ , 2007, by and between the COUNTY OF SAN MATEO, hereinafter called "County," and Sequoia Health Services, 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 therapeutic services not available at San Mateo Medical Center as described in Exhibit A.

NOW, THEREFORE, IT IS HEREBY AGREED BY THE PARTIES HERETO AS FOLLOWS:

1.

Exhibits and Attachments

The following exhibits and attachments are included and incorporated by reference herein:

Exhibit A—Services

Exhibit B—Payments and rates

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 exceed FIVE HUNDRED THOUSAND DOLLARS ($500,000).

4.

Term and Termination

Subject to compliance with all terms and conditions, the term of this Agreement shall be from January 1, 2006 to December 31, 2007.

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 there under, 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 I 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 . . . . . . . . . . . . . . . . . .

$

(b)

Motor Vehicle Liability Insurance . . . . . . . . . . . . . . . . . .

$-0-

(c)

Professional Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

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, including, but not limited to, Health Insurance Portability and Accountability Act of 1996 (HIPAA) and all Federal regulations promulgated there under, as amended, and the Americans with Disabilities Act of 1990, as amended, and Section 504 of the Rehabilitation Act of 1973, as amended and attached hereto and incorporated by reference herein as Attachment “I,” which prohibits discrimination on the basis of handicap in programs and activities receiving any Federal or County financial assistance. Such services shall also be performed in accordance with all applicable ordinances and regulations, including, but not limited to, appropriate licensure, certification regulations, provisions pertaining to confidentiality of records, and applicable quality assurance regulations.

In the event of a conflict between the terms of this agreement and State, Federal, County, or municipal law or regulations, the requirements of the applicable law will take precedence over the requirements set forth in this Agreement.

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 Contractor 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.

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:

Barbara Farrell

Director of Payor and Provider Contracting

San Mateo Medical Center

222 W. 39^th Avenue

San Mateo, CA 94403

In the case of Contractor, to:

Katrina Bennett

Executive Director, Managed Care

c/o Catholic Healthcare West

2235 Hayes Street, 4^th Floor

San Francisco, CA 94117-1079



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

				COUNTY OF SAN MATEO


				By:
				President, Board of Supervisors San Mateo County


				Date:

ATTEST:


By:
Clerk of Said Board

SEQUOIA HEALTH SERVICES




Contractor’s Signature


Date:

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

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 a day /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 a medically indigent 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 medically indigent patients 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 medically indigent patient 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 set forth in Exhibit B of this Agreement.



			Exhibit “B”

I.			In consideration of the services provided by Contractor pursuant to this Agreement, County shall pay Contractor based on the following fee schedule:

			Sequoia Health Services
			Inpatient and O/P Services Contract Rates
			For San Mateo Medical Center

1			Medical/Surgical/ICU/Bed	$1,285	Per Diem

2			Inpatient Cardiac Procedures		Cardiac DRG Rates as set forth in this Exhibit B

3			Outpatient Cardiac Procedures		112% of Medicare ASC Rates

4			Brachytherapy	$15,000 Seeds	Case Rate Invoice Cost
5			MRI (excludes Gadolinium)		Technical Comp. MPFS

6			Radiation Therapy		Technical Comp. MPFS

7			O/P Renal Dialysis	Each Run:	Technical Comp. MPFS

8			Laboratory		Technical Comp. MPFS

9			AICD		Invoice Cost

10			Implants		22% of Billed Charges

11			O/P Surgery		112% of Medicare ASC Rates

12			O/P – All Other Services		100% OPPS/ APC


Notes:			Rates are exclusive of Professional Services not included in Exhibit B and separately paid for by SMMC. Medicare rate will be current fee schedule at time service is provided.

	A.		The preceding per diem rates apply to each approved, medically necessary day of service and includes 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 24hours 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 TIN.

	D.		The preceding rates apply to all authorized services available from Contractor. Hospital services are described in the hospital services inventory attached as Annex 1 to Exhibit B. 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 72 hours of admission will be included in the first per diem.

	F.		Contractor shall be reimbursed per current HCFA billing guidelines.

	G.		Per diem rates exclude hospital-based physician fees.

	H.		The services provided must be pursuant to a written referral by a member of San Mateo Medical Center's medical staff and authorized in writing by the Case Management Department or Hospital Administration. A valid outside authorized referral form must accompany the patient.

	I.		Contractor shall provide a combined billing which details all services performed and the charges therefore, excluding hospital-based physician fees. All billings will be subject to a utilization review process prior to payment. A copy of an authorized outside referral form must accompany all billings.

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

	K.		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 agreed upon rate. 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.

II.		The term of this agreement is January 1, 2006 to December 31, 2007. In no event shall total payment to Contractor under this Agreement exceed FIVE HUNDRED THOUSAND DOLLARS ($500,000).


Inpatient Cardiac Rates Sequoia Health Services Annex 1 to Exhibit B

DRG #	MDC #	DESCRIPTION	RATE

104	05	CARDIAC VALVE & OTH MAJOR CARDIOTHORACIC PROC W CARD CATH	$52,377
105	05	CARDIAC VALVE & OTH MAJOR CARDIOTHORACIC PROC W/O CARD CATH	$38,353
106	05	CORONARY BYPASS W PTCA	$44,823.20
107	05	CORONARY BYPASS W CARDIAC CATH	No longer valid
108	05	OTHER CARDIOTHORACIC PROCEDURES	$37,459.29
109	05	CORONARY BYPASS W/O PTCA OR CARDIAC CATH	No longer valid
110	05	MAJOR CARDIOVASCULAR PROCEDURES W CC	$24,478.62
111	05	MAJOR CARDIOVASCULAR PROCEDURES W/O CC	$15,827.6
115	05	PRM CARD PACEM IMPL W AMI/HR/SHOCK OR AICD LEAD OR GNRTR	No longer valid
116	05	OTHER PERMANENT CARDIAC PACEMAKER IMPLANT	No longer valid
117	05	CARDIAC PACEMAKER REVISION EXCEPT DEVICE REPLACEMENT	$8,425.46
118	05	CARDIAC PACEMAKER DEVICE REPLACEMENT	$10,437.04
124	05	CIRCULATORY DISORDERS EXCEPT AMI, W CARD CATH & COMPLEX DIAG	$9,191.35
125	05	CIRCULATORY DISORDERS EXCEPT AMI, W CARD CATH W/O COMPLEX DIAG	$6,975.87
515	05	CARDIAC DEFIBRILLATOR IMPLANT W/O CARDIAC CATH	$35,175.63
516	05	PERCUTANEOUS CARDIOVASC PROC W AMI	No longer valid
517	05	PERC CARDIO PROC W NON-DRUG ELUTING STENT W/O AMI	$ No longer valid
518	05	PERC CARDIO PROC W/O CORONARY ARTERY STENT OR AMI	$10,541.54
525	05	HEART ASSIST SYSTEM IMPLANT	$72,818.43
526	05	PERCUTNEOUS CARDIOVASULAR PROC W DRUG ELUTING STENT W AMI	No longer valid
527	05	PERCUTNEOUS CARDIOVASULAR PROC W DRUG ELUTING STENT W/O AMI	No longer valid
535	05	CARDIAC DEFIB IMPLANT W CARDIAC CATH W AMI/HF/SHOCK	$50,807.62
536	05	CARDIAC DEFIB IMPLANT W CARDIAC CATH W/O AMI/HF/SHOCK	$44,057.31


AGREEMENT BETWEEN THE COUNTY OF SAN MATEO AND SEQUOIA HEALTH SERVICES

THIS AGREEMENT, entered into this ____ day of ____________ , 2007, by and between the COUNTY OF SAN MATEO, hereinafter called "County," and Sequoia Health Services, 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 therapeutic services not available at San Mateo Medical Center as described in Exhibit A.


NOW, THEREFORE, IT IS HEREBY AGREED BY THE PARTIES HERETO AS FOLLOWS:

1.		Exhibits and Attachments
The following exhibits and attachments are included and incorporated by reference herein: Exhibit A—Services Exhibit B—Payments and rates 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 exceed FIVE HUNDRED THOUSAND DOLLARS ($500,000).

4.		Term and Termination
Subject to compliance with all terms and conditions, the term of this Agreement shall be from January 1, 2006 to December 31, 2007. 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 there under, 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 I 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 . . . . . . . . . . . . . . . . . .		$
			(b)		Motor Vehicle Liability Insurance . . . . . . . . . . . . . . . . . .		$-0-
			(c)		Professional Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . .		$

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, including, but not limited to, Health Insurance Portability and Accountability Act of 1996 (HIPAA) and all Federal regulations promulgated there under, as amended, and the Americans with Disabilities Act of 1990, as amended, and Section 504 of the Rehabilitation Act of 1973, as amended and attached hereto and incorporated by reference herein as Attachment “I,” which prohibits discrimination on the basis of handicap in programs and activities receiving any Federal or County financial assistance. Such services shall also be performed in accordance with all applicable ordinances and regulations, including, but not limited to, appropriate licensure, certification regulations, provisions pertaining to confidentiality of records, and applicable quality assurance regulations. In the event of a conflict between the terms of this agreement and State, Federal, County, or municipal law or regulations, the requirements of the applicable law will take precedence over the requirements set forth in this Agreement. 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 Contractor 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.		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: Barbara Farrell Director of Payor and Provider Contracting San Mateo Medical Center 222 W. 39^th Avenue San Mateo, CA 94403 In the case of Contractor, to: Katrina Bennett Executive Director, Managed Care c/o Catholic Healthcare West 2235 Hayes Street, 4^th Floor San Francisco, CA 94117-1079

Exhibits and Attachments

Services to be performed by Contractor

Term and Termination

Availability of Funds

Relationship of Parties

Hold Harmless

Assignability and Subcontracting

Insurance

Compliance with laws; payment of Permits/Licenses

Non-Discrimination and Other Requirements

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.

Compliance with Contractor Employee Jury Service Ordinance

Retention of Records, Right to Monitor and Audit

Merger Clause

Controlling Law

Notices

Medicare rate will be current fee schedule at time service is provided.