Professional Services Agreement Between the County of San Mateo and California Emergency Physicians Medical Group For Emergency and Correctional Health Services
THIS PROFESSIONAL SERVICES AGREEMENT is entered into by and between the County of San Mateo, San Mateo Medical Center (“County”) and California Emergency Physicians Medical Group (“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 in this Agreement for the San Mateo Medical Center (SMMC); and
WHEREAS, pursuant to Government Code Section 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:
		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;
	1.2 Contractor’s Representatives
		1.2.1		The term “Contractor” shall include all Contractor’s representatives, employees, shareholders, partners, subcontractors, and agents providing services in San Mateo County under this Agreement, i.e. every member 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 cases 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 times keep and maintain a valid license to engage in the practice of medicine in the State of California and active Medical Staff membership and/or privileges as may be required under the Bylaws of County for Contractor’s Representatives to provide the services contemplated by this Agreement.
		1.3.3		Contractor’s representatives 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 programs; 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 1996 (HIPAA). Contractors who choose to opt out of the OHCA agree to advise the SMMC 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 designee, with respect to the product or results of Contractor’s services shall provide medical services as described in EXHIBIT 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 EXHIBIT A, the amount that County shall pay for services rendered under this Agreement shall not exceed that specified in EXHIBIT B.
		1.5.2		Rate of Payment. The rate and terms of payment shall be as specified in EXHIBIT B, attached hereto and incorporated herein. Any rate increase is subject to the approval of the Chief Executive Officer, or his 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 his or her designee.
		1.5.3		Time Limit for Submitting Invoices. 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 his 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
		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 his/her services bearing his/her name or 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.
		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.
		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 (HMOs), Independent Practice Associations (IPAs), Preferred Provider Organizations (PPOs), Medical Service Organizations (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)		Contractor’s license to practice in any jurisdiction is suspended, revoked, or otherwise restricted;
				(B)		A complaint or report concerning Contractor’s competence or conduct is made to any state medical or professional licensing agency;
				(C)		Contractor’s 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 not renewed;
				(E)		Contractor’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 must also notify the County within thirty (30) days of any breach of this Agreement, violation of any of County’s rules or regulations whether by others or by the Contractor himself/herself, or if the Contractor is subject to or a participant in any form of activity which could be characterized as discrimination or harassment.
		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 Contractor:
		All of the following duties will be referenced and agreed to in EXHIBIT D, under additional signature. In addition, EXHIBIT D may include additional Agreement-specific citizenship requirements.
		(A)		Contractor will meet County expectations of outpatient clinic productivity, as determined by relevant standards, adjusted for local conditions.
		(B)		Contractor 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 EXHIBIT A; specifically, will commence work on time, and not leave until duties are complete.
		(C)		Contractor 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.
		(D)		Contractor will maintain appropriate medical records including the use of dictation or other technology required by County.
		(E)		Contractor will make all reasonable efforts to schedule the provision of services, including, but not limited to, outpatient, operating room, and procedures, 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.
		(F)		Contractor 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.
		(G)		Contractor will make all reasonable efforts to participate in co- ordination and optimization of services, including but not limited to active participation in Quality Improvement and Utilization Management efforts.
		(H)		Contractor 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.
		(I)		Contractor will make all reasonable efforts to comply with County request to staff services at satellite, community-based clinics other than SMMC, provided that total services do not exceed those specified in EXHIBIT A.
		(J)		Contractor will conduct himself/herself 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
		Contractor 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, Contractor 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 Contractor’s Conflict of Interest
		Contractor 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) Contractor’s performance under this Agreement, County may exercise its rights and privileges under Section 3 below.
	1.12 Non-Permitted Uses of County Premises
		Contractor agrees not to use, or permit any of Contractor’s Representatives 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
		Contractor 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
		Contractor 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, 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 $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 42 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
		Contractor shall perform his or her duties under this Agreement in accordance with the rules of ethics of the medical profession. Contractor shall also perform his/her 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 July 1, 2008, and shall continue for two (2) years. Unless sooner terminated, this Agreement shall expire and be of no further force and effect as of the end of business on June 30, 2010.
	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.
		3.3.1 Automatic Termination
				This Agreement shall be immediately terminated as follows:
				(A)		Upon Contractor’s loss, restriction or suspension of his or her professional license to practice medicine in the State of California;
				(B)		Upon Contractor’s suspension or exclusion from the Medicare or MediCal Program;
				(C)		If the Contractor violates 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)		Contractor has a guardian or trustee of its person or estate appointed by a court of competent jurisdiction;
				(I)		Contractor becomes disabled so as to be unable to perform the duties required by this Agreement;
				(J)		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 or 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’s representative, County shall have the option of withdrawing its acceptance of that individual contractor’s representative, 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’s representative 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 Insurance
		Contractor shall not commence work under this Agreement until all insurance required under this section has been obtained and such insurance has been approved by the Chief Executive Officer. Contractor shall furnish the County with Certificates of Insurance evidencing the required coverage and there shall be a specific contractual endorsement extending Contractor’s coverage to include the contractual liability assumed by 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 County of any pending change in the limits of liability or of any cancellation or modification of the policy.
		A.		In the event 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. County 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.
		B.		Workers’ Compensation and Employer Liability Insurance. Contractor shall have in effect during the entire life of this Agreement, Workers’ Compensation and Employer Liability Insurance providing full statutory coverage. In signing this Agreement, Contractor makes the following certification, required by Section 1861 of the California Labor Code:
				I am aware of the provision of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers’ 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.
		C.		Liability Insurance. 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 while performing work covered by this Agreement from any and all claims for property damage which may arise from Contractor’s operations under this Agreement, whether such operations be by him or herself or by any subcontractor 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 not be less than the amount specified below.
				Such insurance shall include:
				1)	Comprehensive General Liability Insurance $1,000,000
				2)	Motor Vehicle Liability Insurance……. $-0-
				3)	Professional Liability Insurance…………… $1,000,000/ $3,000,000
		If this Agreement remains in effect more than one (1) year from the date of its original execution, County may, at its sole discretion, require an increase in the amount of liability insurance to the level then customary in similar County agreements by giving (60) days notice to Contractor.
		County and its officers, agents, employees and servants shall be named as Certificate Holder on any such policies of general liability insurance, which shall also contain a provision that the insurance afforded thereby to County, its officers, agents, employees, and servants shall be primary insurance to the full limits of liability of the policy, and that if 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. Said certificate(s) of insurance is (are) attached hereto and incorporated by reference herein as Attachment II (and III).
	4.2 Tail Coverage
		If Contractor obtains one or more claims-made insurance policies to fulfill its obligations, Contractor 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.
	4.3 Hold Harmless
		Contractor shall indemnify and hold harmless County, its officers, agents, employees, and servants from all claims, suits, or actions of every name, kind and description, brought for, or on accounts of: (A) injuries or death of any person, including Contractor, or (B) damage to any property of any kind whatsoever and to whomsoever belonging, or (C) any failure to withhold and/or pay to the government income and/or employment taxes from earnings under this agreement, or (D) any sanctions, penalties or claims of damages resulting from Contractor’s failure to comply with the requirements set forth in the Health Insurance Portability Act of 1996 (HIPAA) and all Federal regulations promulgated thereunder, as amended, or (E) 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 damages 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 the 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.
		Contractor shall indemnify, defend and hold County harmless from and against any and all claims for wages, salaries, benefits, taxes and all other withholdings and charges payable to, or in respect to, Contractor’s Representatives for services provided under this Agreement.
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:					Sang-ick Chang, M.D., 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:					California Emergency Physicians Mark Spiro, MD, Vice President of Operations 2100 Powell Street, Suite 920 Emeryville, CA 94608-1903
	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 reasonably 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 referenced in this Agreement.
	5.6 Regulatory Requirements
		The parties expressly agree that nothing contained in this Agreement shall require 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 him or herself 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. If mediation is unsuccessful, the parties may take the dispute to Superior Court in San Mateo County.
	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 EXHIBIT C, 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)	Disqualification of Contractor from bidding or being awarded a County contract for a period of up to three (3) years;
		(C)	Liquidated damages of TWO THOUSAND FIVE HUNDRED DOLLARS ($2,500) per violation;
		(D)	Imposition of other appropriate contractual and civil remedies and sanctions, as determined by the County Manager.
		To effectuate the provisions of these paragraphs, the County Manager shall have the authority to:
		(A)	Examine Contractor’s employment records with respect to compliance with this paragraph;
		(B)	Offset all or any portion of the amount described in this paragraph against amounts due to 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 thirty (30) days of such filing, provided that within such thirty (30) days such entity has not notified Contractor that such charges are dismissed or otherwise unfounded. Such notifications shall include the name of the complainant, a copy of such complaint, and description of the circumstance. Contractor shall provide County with a copy of its response to the complaint when filed.
		With respect to the provisions 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.
	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. Contractor shall provide satisfactory evidence of such licenses and certificates. Contactor shall inform County 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 Exhibit C, 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 under 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
		Contractor agrees 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. Contractor shall comply with all provisions of the Omnibus Budget Reconciliation Act of 1980 regarding access to books, documents, and records.
		Without limiting the foregoing, Contractor shall maintain such records and provide such information to County and to government officials as may be necessary for compliance by County with all applicable provisions of all state and federal laws governing County. Upon request, County and government officials shall have access to, and copies of, at reasonable times at the Contractor’s place of business (or such other mutually agreeable location in California), the medical records, books, charts, and papers relating to the Contractor’s 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 Contractor. Such records described herein shall be maintained at least four (4) years from the end of the contract year.
		All records of Contractor 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.
		[ Signatures on the following page]
IN WITNESS WHEREOF, County and Contractor have duly executed this Agreement as of the dates set out beneath their respective signatures.
	CONTRACTOR:
						(signature)
						By: _________________________________________
						Title:________________________________________
						Date:________________________________________
	COUNTY:
						(signature)
						By: ________________________________ _______
						Adrienne J. Tissier
						Title: President, Board of Supervisors, San Mateo County
						Date:__________________________________
						Attest:
						By: ___________________________________
						Clerk of Said Board
						Date:__________________________________

EXHIBIT A SERVICES
In consideration of the payments specified in EXHIBIT B, Contractor shall perform such services described below under the general direction of the San Mateo Medical Center (SMMC) Chief Medical Officer.
I.	Correctional Health Services
	Effective July 1, 2008 through June 30, 2010, Contractor will provide a physician, board-certified in Emergency Medicine, to serve as onsite Medical Director to the Emergency Department (ED). This Medical Director will provide administrative, clinical, and program support, and shall be a physician for the Correctional Center and have, prior to the initiation of this contract, approval by the Correctional Health Services Manager and jail administration. The assigned physician will be responsible for the following:
	A.	Administrative Responsibilities
		1.	Collaborate with Health Services Manager II (HSM II), Clinical Services Manager I (CSM I), and Mental Health Manager (MHM) to plan and further develop health care programs in the correctional facilities.
		2.	Review and approve policies and procedures in coordination with the HSM II and CSM I, including nursing, physician, pharmacy, and ancillary services.
		3.	Review and approve standardized procedures for the nursing staff.
		4.	Supervise the medical aspects of the Quality Management Program.
		5.	Meet on a regular basis with the emergency physicians at SMMC and in Public Health to discuss common medical issues and perform peer review.
		6.	Participate in health education programs for inmates and staff.
		7.	Supervise the clinical practice of nurse practitioners.
		8.	Arrange for peer review, at least quarterly. This review must be done by physicians not affiliated with Contractor, and using SMMC medical staff resources. Notice of this review will be submitted quarterly, in writing, to SMMC.
		9.	Review Correctional Health Services formulary annually, and actively participate at least quarterly in the Pharmacy and Therapeutics Committee meetings.
	B.	Clinical Activities
		1.	Responsible for clinical services in the jails.
		2.	Provide direct clinical services for inmates, including history and physical assessment and treatment plans.
		3.	Assist the HSM II with supervision and recruitment of contract physicians.
		4.	Provide medical consultative services to all Correctional Health staff.
		5.	Review and co-sign standardized orders written in medical records by nursing staff.
		6.	Review cases with nurse practitioners on a scheduled basis each week.
		7.	Review, approve, and co-sign all consult requests.
		8.	Provide on-call service for telephone consultation between 8:00 a.m. and 9:00 p.m., Monday through Friday. In the absence of the onsite Medical Director, the emergency physicians at SMMC will provide telephone consultation.
		9.	In conjunction with the Correctional Health Services Manager, the onsite Medical Director may negotiate their schedule. The schedule will include, on average, three (3) days per week.
		10.	Provide oversight to the self-medication program.
		11.	Monitor the care of inmates hospitalized at any outside hospital, ensure appropriate medical care, and facilitate return to custody when indicated.
		12.	Review and co-sign health appraisals done by nursing staff.
II.	Emergency Department (ED) Services
	A.	Contractor shall provide emergency services in the Department of Surgery, Division of Emergency Services. Coverage shall be the equivalent of 11,680 physician hours and 10,038 physician assistant hours annually. ED shall be staffed twenty-four (24) hours a day with a maximum of twelve (12) hour shifts. The staffing schedule shall be posted prior to the beginning of each month. The physicians assigned to SMMC shall be board certified in Emergency Medicine (American Board of Emergency Medicine).
		To facilitate care of patients in the Department, Contractor may, at its expense, hire additional physician assistants and nurse practitioners. Physician assistants and nurse practitioners shall be supervised at all times by a physician. Contractor shall establish written guidelines, approved by County, that limit the scope of services performed by a physician assistant or nurse practitioner to those which may be performed permissibly by physician assistants and nurse practitioners. Contractor shall observe the requirement (except in emergencies) that patients be informed that medical services shall be rendered by physician assistants or nurse practitioners. Physician assistants and nurse practitioners shall apply to and be approved by the medical staff of SMMC, and shall comply with the medical staff bylaws governing physician assistants and related hospital policies. All salaries, wages, taxes, insurance, workers’ compensation insurance, retirement and other fringe benefits, and expenses of any kind or character incident to their employment shall be, and remain, the responsibility and obligation of Contractor.
	B.	Contractor shall be responsible for establishing and maintaining the following quality improvement measurements in the standard of patient care:
		1.	Time to antibiotics for pneumonia < 150 minutes (mean)
		2.	Blood culture before first antibiotics for pneumonia > 90%
		3.	Aspirin at arrival for acute myocardial infarction > 95%
		4.	Beta blocker at arrival > 95%
		5.	Thrombolytic agent received within 30 minutes of hospital arrival > 95%
	C.	Contractor shall participate in such teaching and/or training programs as are, or may be, established by the medical staff at SMMC. Each individual’s participation in continuing education shall be documented and considered at the time of reappointment to the medical staff and/or renewal or revision of individual clinical privileges.
	D.	Contractor shall fulfill those requirements for active staff membership set forth in Articles 3 and 4.2 of SMMC’s Medical Staff Bylaws, Rules, and Regulations, and maintain such active staff status as a condition of this Agreement.
	E.	Contractor shall provide accurate and complete documentation for physician billing / claiming procedures as established and required by SMMC’s Business Office.
	F.	Contractor shall provide access to all records and reports, financial and otherwise, pursuant to this Agreement.
	G.	Contractor shall attend regularly and serve, without additional compensation, on committees responsible for peer review activities, quality assurance, and utilization review as outlined in the Medical Staff Bylaws, Rules, and Regulations. Contractor shall participate in weekly utilization review of radiology services, laboratory services, and ambulance services, as requested by the medical staff and SMMC administrative staff.
	H.	Contractor shall provide direct supervision of the Department of Emergency Services, assuring overall efficiency in day-to-day operations. Contractor shall serve as Chief of Emergency Services through appointment by the Medical Executive Committee (MEC). Contractor will select a Medical Director for operations and management of the ED. Chairman of the ED will be elected by the ED medical staff who may convey the wishes of the group on medical matters to the medical staff via MEC. The duties of the Medical Director and the ED Chairman shall include, but are not limited to, the following:
		1.	Weekly meetings with the Director of Clinical Care Services, and/or designee, to discuss ongoing patient flow issues, standard of care, quality assurance initiatives, diagnostic imaging and other testing, utilization review, patient transfer criteria, patient grievances, maintenance of electronic medical records (EMRs), charge description master (CDM) review and compliance, policy issues, productivity, and evening clinic.
		2.	Accountability for all professional and administrative activities within the Department.
		3.	Ongoing monitoring of the professional performance of all individuals who have clinical privileges in the ED.
		4.	Assuring that the quality and appropriateness of patient care provided within the ED is monitored daily and evaluated quarterly. This will be accomplished through the collection of information about key aspects of patient care provided by the ED, and about the clinical performance of its members, as reported to the Department of Surgery and MEC meetings.
		5.	Respond in writing to issues within a reasonable period of time commensurate with the nature of the issue. Where there is a serious question of quality assurance, a written response will be required within seven (7) days.
		6.	Attend and/or delegate attendance at meetings in compliance with SMMC Medical Staff Bylaws, Rules, and Regulations.
		7.	Be available by beeper or telephone, or designate “on-call” alternative when necessary as determined by Contractor.
		8.	Assist SMMC Administration in developing and updating departmental rules and regulations.
		9.	Complete Quality Assurance reports on a monthly basis through appropriate medical staff reporting channels.
	I.	Contractor shall also provide other administrative services not directly related to the medical care of patients as mutually agreed to by Contractor and the SMMC Chief Executive Officer. Such administrative services may include, but are not limited to, teaching, research, administration, supervision of professional or technical staff, quality control activities, committee work, and attending conferences.
	J.	Contractors will provide the following essential administrative services:
		1.	Recruiting of physicians, physician assistants, and nurse practitioners
		2.	Medical Group credentialing
		3.	Orientation of clinical staff to clinical operations and use of Emergency Department Information Systems (EDIS)
		4.	Management of medical staff benefit programs (medical, dental, life and disability insurance; retirement benefits)
		5.	Payroll and taxes
		6.	Scheduling
		7.	Backup for sick call
		8.	Leadership training
		9.	Performance improvement process management
		10.	Capacity management
		11.	Patient satisfaction surveys
	K.	Provide medical staff administrative support to SMMC in meeting Surgical and Anesthesia Standards as defined by The Joint Commission, Title 22, and other applicable standards.
	L.	Respond to jail telephone calls for telephonic and telemedicine evaluation and management of inmates on a full time basis – seven (7) days per week, twenty-four (24) hours per day.
	M.	Respond to SMMC clinical laboratory and other ancillary services for the evaluation and management of critical laboratory, pathology, and imaging results for primary care patients between the hours of 1700 and 0900.
	N.	Manage and stabilize cardiac arrest and other medical or surgical emergencies on the premises of SMMC in the absence of an available medical or surgical attending physician.
	O.	Respond to telephone calls from commercial payor members regarding medical necessity.
	P.	Provide medical supervision for Psychiatric Emergency Services (PES) post-graduate year one (PGY1) residents and restraint authority for PES patients in the absence of on-site psychiatry attending staff.
	Q.	Contractor shall also continue the ongoing development of a quality improvement plan for the ED standards to be updated and completed within the first twelve (12) months of the contract period. Such plan shall include specific benchmarking indicators based on mutually determined organizational needs and national quality standards. Contractor will get final approval from the SMMC Quality Improvement Committee.

EXHIBIT C NON-DISCRIMINATION
Contract between County of San Mateo and California Emergency Physicians Medical Group, hereinafter called “Contractor”.
I.	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.
II.	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.
III.	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.
	Contractor’s Signature Date