THIS AGREEMENT, entered into this _____ day of _______________ , 2008, by and between the COUNTY OF SAN MATEO, hereinafter called "County," and EMERALD 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 temporary staffing services as requested by County and as described in Exhibit A.





Exhibits and Attachments

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

Exhibit A—Services

Exhibit B—Payments and rates

Attachment H—HIPAA Business Associate requirements

Attachment I— 504 Compliance



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.




In consideration of the services provided by Contractor in accordance with all terms, conditions and specifications set forth herein and in Exhibit A, County shall make payment to Contractor based on the rates and in the manner specified in Exhibit B. The County reserves the right to withhold payment if the County determines that the quantity or quality of the work performed is unacceptable. In no event shall the County’s total fiscal obligation under this Agreement and under all other agreements approved collectively by single Resolution, exceed SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($7,500,000).


Term and Termination

Subject to compliance with all terms and conditions, the term of this Agreement shall be from July 1, 2008 to June 30, 2011. This Agreement may be terminated by Contractor, the Chief Executive Officer of San Mateo Medical Center, or his/her designee at any time without a requirement of good cause upon 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.



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.



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.



Hold Harmless

Contractor shall indemnify and save harmless County, its officers, agents, employees, and servants from all claims, suits, or actions of every name, kind, and description, brought for, or on account of: (A) injuries to or death of any person, including Contractor, or (B) damage to any property of any kind whatsoever and to whomsoever belonging, (C) any sanctions, penalties, or claims of damages resulting from Contractor’s failure to comply with the requirements set forth in the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and all Federal regulations promulgated thereunder, as amended, or (D) any other loss or cost, including but not limited to that caused by the concurrent active or passive negligence of County, its officers, agents, employees, or servants, resulting from the performance of any work required of Contractor or payments made pursuant to this Agreement, provided that this shall not apply to injuries or damage for which County has been found in a court of competent jurisdiction to be solely liable by reason of its own negligence or willful misconduct.


The duty of Contractor to indemnify and save harmless as set forth herein, shall include the duty to defend as set forth in Section 2778 of the California Civil Code.


County shall indemnify and hold harmless Contractor, its officers, agents, employees and servants from all claims, suits or actions of every name, kind and description, brought for, or on account of injuries to or death of any person, including County, or damages to property of any kind whatsoever and to whomsoever belonging, including but not limited to the concurrent active or passive negligence of Contractor, its officers, agents, employees and servants, resulting from the performance of any work required of County, provided that this shall not apply to injuries or damage for which Contractor has been found in a court of competent jurisdiction to be solely liable by reason of its own negligence or willful misconduct.


The duty of County to indemnify and save harmless as set forth herein shall include the duty to defend as set forth in Section 2778 of the California Code.


In the event of concurrent negligence of Contractor, its officers and /or employees, and County, its officers, and/or employees, then the liability for any and all claims for injuries or damages to persons and/or property which arise out of the terms and conditions of this Agreement shall be apportioned under the California theory of comparative negligence as established presently, or as may be hereafter modified.



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.




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 issuance 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.



Worker's Compensation and Employer's Liability Insurance The Contractor shall have in effect during the entire life of this Agreement Workers' Compensation and Employer's Liability Insurance providing full statutory coverage. In signing this Agreement, the Contractor certifies, as required by Section 1861 of the California Labor Code, that it is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of the Code, and will comply with such provisions before commencing the performance of the work of this Agreement.



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:



Comprehensive General Liability . . . . . . . . . . . . . . .




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




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.



Compliance with laws; payment of Permits/Licenses

All services to be performed by Contractor pursuant to this Agreement shall be performed in accordance with all applicable Federal, State, County, and municipal laws, ordinances and regulations, including, but not limited to, the Health Insurance Portability and Accountability Act of 1996 (HIPAA), and the Federal Regulations promulgated thereunder, as amended, and will comply with the Business Associate requirements set forth in Attachment “H,” and the Americans with Disabilities Act of 1990, as amended, and Section 504 of the Rehabilitation Act of 1973, as amended and attached hereto and incorporated by reference herein as Attachment “I,” which prohibits discrimination on the basis of handicap in programs and activities receiving any Federal or County financial assistance. Such services shall also be performed in accordance

with all applicable ordinances and regulations, including, but not limited to, appropriate

licensure, certification regulations, provisions pertaining to confidentiality of records,

and applicable quality assurance regulations. In the event of a conflict between the

terms of this Agreement and State, Federal, County, or municipal law or regulations,

the requirements of the applicable law will take precedence over the requirements set

forth in this Agreement.


Contractor will timely and accurately complete, sign, and submit all necessary

documentation of compliance.



Non-Discrimination and Other Requirements


Section 504 applies only to Contractors who are providing services to members of the public. Contractor shall comply with 504 of the Rehabilitation Act of 1973, which provides that no otherwise qualified handicapped individual shall, solely by reason of a disability, be excluded from the participation in, be denied the benefits of, or be subjected to discrimination in the performance of this Agreement.


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.


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.


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



termination of this Agreement;



disqualification of the Contractor from bidding on or being awarded a County contract for a period of up to 3 years;



liquidated damages of $2,500 per violation;



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.



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.


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. 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.



Retention of Records, Right to Monitor and Audit


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.


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.


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.



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. 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.



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.




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

    In the case of County, to:

    San Mateo Medical Center

    222 West 39th Avenue

    San Mateo, CA 94403

    Attn: Sandra Kissoon

    In the case of Contractor, to:

    Emerald Health Services

    4640 Admiralty Way, Suite 600

    Marina Del Rey, CA 90292

    Attn: Zach Allen

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






Adrienne J. Tissier, President

Board of Supervisors, San Mateo County







Clerk of Said Board



Contractor’s Signature








For payment as specified in Exhibit B, Contractor will provide the following services at County's request:



Professional staff, including, but not limited to, Registered Nurses, Licensed

Vocational Nurses, Psychiatric Nurses, Operating Room Technicians, Certified

Nursing Assistants, each with a minimum of two (2) years experience in an acute

hospital setting, will be provided for services to be performed at San Mateo

County’s San Mateo Medical Center (SMMC), including SMMC's Burlingame

Long Term Care and the AIDS Program. Contractor staff shall possess SMMC

competencies relevant to the care of the patients. Contractor staff shall

orient to Hospital Life/Safety and Emergency Response Systems.



Contractor will provide nursing staff upon direct request from San Mateo Medical Center and Burlingame Long Term Care. The assignment of staff may be scheduled as follows:



A definitive period of eight (8) or thirteen (13) weeks assignment for

anticipated core staffing vacancies or shortages.



A weekly, daily, shift, hourly or on-call basis as needed by County.



Personnel provided to the County pursuant to this Agreement shall work under

the supervision of designated SMMC staff members and contract personnel

shall follow all appropriate directions provided by such supervisory personnel.



Contractor will provide experienced and qualified personnel to carry out the

work to be performed by Contractor under this Agreement, and Contractor's

staff will be under direct professional supervision of County while performing

such work. County can reject Contractor's personnel at any time at the total

discretion of appropriate hospital staff. County will provide Contractor with

orientation packets for each facility. Contractor will provide copies of these

packets to Contractor's personnel prior to their assignment to the respective

facilities. Contractor will provide orientation to staff including, but not limited

to, infection control review, electrical safety, fire safety, and body mechanics,

prior to assignment. Personnel assigned by Contractor will have the following

minimum qualifications:



Current valid California nursing license or other required certification.



Appropriate skills for the assignment with 3 months to one year of

experience, dependent upon skill level, in a comparable setting within the

last two (2) years.


Contractor will comply with regulatory standards i.e. Joint Commission, State of

California, and other regulatory agencies.



Contractor certifies that all personnel assigned to County's facilities meet the

appropriate physical examination requirements as stated in Title 22 of the

California Administrative Code, Division 5, Licensing and Certification of Health

and Facilities and Referral Agencies.



Contractor will comply with all applicable state and federal laws regarding

confidentiality and HIV/AIDS.



Contractor will provide verification of current licensure, CPR certification, appropriate skills, health screening and orientation of each employee by countersigning the "Registry Verification Card," which will be completed by the employee on his/her first assignment to each facility. These cards will be kept on file by the appropriate facility. Contractor will update their employees' verification cards at least every three (3) months in order to determine current licensures and certifications.



Contractor will provide quality assurance protocols and will allow access to all

quality assurance documentation.



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

a copy of most current evaluation.



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

responsibility for all workers' compensation and professional liability coverage.



County and its authorized representatives will not take active steps in

recruitment of Contractor personnel for employment. County may hire specific

Contractor personnel only after such personnel has given their employer a

fourteen (14) days' prior written notice or intent to resign their affiliation with




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

competencies and skills in appropriate area of assignment.



Contractor's employees will provide care to assigned patient population

consistent with SMMC Policies and Procedures.



Contractor’s employees will provide documentation including plan of care and

patient teaching as outlined in SMMC care guidelines.



Contractor’s employees will maintain and uphold SMMC patient care safety

practices and standards.


Contractor’s employees will adhere to Fire/Safety/Health/HIPPAA standards at



Contractor’s employees will recognize the SMMC and County organizational and

management structure and work harmoniously with SMMC staff toward a

common goal of good patient care.



Contractor's employees will be cognizant of quality and performance

improvement issues and projects and participate collaboratively with the staff in

achieving the standards set by the organization.



Contractor will provide SMMC (Nursing Staffing Office or Director of Rehabilitation) with all pertinent information and employee’s certifications or licenses before the tour of duty commences. Contractor will submit and complete the hospital’s competency checklist before Contractor’s employees starts their tour of duty.



Contractor’s employees, if qualified to do so, are expected to “float” to another

unit as need arises.



Contractor will provide replacement staff for employees that are ill or “no




Either party may terminate the contract at any time upon provision of thirty (30)

days written notice to the other party, provided however, all Contractor staff

currently confirmed for an assignment, or at work on an assignment, will be

permitted to complete their assignments, at Contractor’s option, in accordance

with the term of this Agreement.



San Mateo Medical Center retains professional and administrative responsibility

for the services rendered, however, in no circumstance shall San Mateo Medical

Center be liable for the acts or omissions of Contractor and Contractor is bound

in full by the indemnification/hold harmless language of this agreement.







Contractor will provide staff upon direct request from San Mateo Medical Center (SMMC). For services as specified in Schedule A, County will pay Contractor according to the following rate schedules:




RN Extended






























As to all classifications mentioned, the rates quoted herein are on a per hour basis. SMMC will pay Contractor one-and-one-half (1) times the stated rate for shifts worked on the following holidays (rate effective beginning 10-7 shift on the eve of the holiday through 3-11 shift on the day of the holiday): New Year’s Day, Martin Luther King’s Birthday, President’s Day, Memorial Day, July 4th, Labor Day, Thanksgiving and Christmas.



Overtime is paid at one-and-one-half (1) times for all hours worked over the scheduled daily shift. All overtime must be pre-approved in writing by Nursing Administration.



SMMC requires that meal breaks of employees and contractors be given at appropriate times. Deviations from these practices need to be reported to the Supervisor for justification and resolution. Therefore, a “no meal break” must be approved in advance by a Supervisor for approval before a claim for payment is made.



Contractor will charge SMMC four (4) hours in the event SMMC does not provide Contractor with at least two (2) hours notice of cancellation.



Contractor will credit SMMC four (4) hours in the event Contractor does

not provide SMMC with at least two (2) hours notice of cancellation.



Contractor will provide billing consistent with the contract rate. SMMC will pay the average salary as outlined in “Exhibit A” and will not pay above the stated rate.



Contractor will provide accurate accounting of labor hours. SMMC will not pay hours that are not documented on the time sheets and will hold Contractor responsible for accurate reporting of its employee’s time in and out.



Contractor will provide reports of employees overtime. SMMC Administrative Staff (Directors, Managers, and Supervisors) must approve the request for overtime and must sign the authorization on the time sheet. Failure to comply with this procedure will result in non-payment of the overtime hours.



Contractor staff will be compensated for full shift work in the event of late calls, provided that the employee arrives within one and one half hours from the time the request was made.





Contractor will submit invoices to SMMC prior to processing for payment as follows:

    San Mateo Medical Center

    222 West 39th Avenue

    San Mateo, CA 94403

    Attn: Nursing Administration



The term of this Agreement is July 1, 2008 through June 30, 2011. The maximum amount of this Agreement and all other agreements approved collectively by single Resolution, will not exceed SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($7,500,000).