AGREEMENT BETWEEN THE COUNTY OF SAN MATEO AND ANGELICA TEXTILE SERVICES
THIS AGREEMENT, entered into this _____ day of _______________ , 2009, by and between the COUNTY OF SAN MATEO, hereinafter called "County," and ANGELICA TEXTILE SERVICES, INC., 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 laundry and linen services to San Mateo Medical Center, Burlingame Long Term Care, and San Mateo County Youth Services Center (Hillcrest).
NOW, THEREFORE, IT IS HEREBY AGREED BY THE PARTIES HERETO AS FOLLOWS:
1.		Exhibits and Attachments
The following exhibits and attachments are included hereto and incorporated by reference herein: Exhibit A—Services Exhibit B—Payments and rates Energy Matrix ExhibitAttachment H—HIPAA Business Associate requirements Attachment I—§ 504 Compliance
2.		Services to be performed by Contractor
In consideration of the payments set forth herein and in Exhibit “B,” Contractor shall perform services for County in accordance with the terms, conditions and specifications set forth herein and in Exhibit “A.”
3.		Payments
In consideration of the services provided by Contractor in accordance with all terms, conditions and specifications set forth herein and in Exhibit "A," County shall make payment to Contractor based on the rates and in the manner specified in Exhibit "B" within 30 days of invoice date. The Contractor may add a late payment charge of one and one-half percent (1.5%) per month, or the highest rate permitted by law, whichever is lower, to any invoice amount not paid within thirty (30) days as set out herein. The County agrees that this charge, if made in relation to an undisputed invoice, is proper, due and payable. This later payment charge will continue to be added monthly on unpaid amounts for as long as the service invoice is not paid. The County reserves the right to withhold payment of any disputed invoice, until a resolution can be reached, and no late payment charge shall be assessed against a disputed charge. In no event shall the County’s total fiscal obligation under this Agreement exceed THREE MILLION, EIGHT HUNDRED FIFTY -FOUR THOUSAND, TWO HUNDRED SEVENTY -SIX DOLLARS ($3,854,276).
4.		Term and Termination
Subject to compliance with all terms and conditions, the term of this Agreement shall be from February 1, 2009, through January 31, 2012. Once this Agreement is fully executed, this Agreement will supersede the emergency short term Agreement (No. 66000-09-C192) with Angelica Textile Services. This Agreement may be terminated by Contractor, the Chief of the San Mateo County Health System, or his/her designee at any time without a requirement of good cause upon one hundred twenty (120) 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. If County terminates service for any reason, the County agrees to pay all undisputed outstanding balances due the Contractor within ten (10) days of the effective date of the termination. If not paid within said ten (10) day period, the amount of all outstanding undisputed balances shall be subject to a service charge of one and one-half per cent (1.5%) per month, or at the highest rate permitted by law, whichever is lower.
5.		Availability of Funds and Closure
The County may terminate this Agreement or a portion of the services referenced in the Attachments and Exhibits based upon (1) unavailability of Federal, State, or County funds or (2) closure of San Mateo Medical Center, Burlingame Long Term Care, San Mateo County Youth Services Center (Hillcrest), and/or the County of San Mateo, by providing written notice to Contractor as soon as is reasonably possible after the County learns of said unavailability of outside funding or closure. Notice of termination under this paragraph is not subject to the one hundred twenty (120) days notice requirement in the preceding paragraph.
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 and County shall indemnify and save harmless the other party, 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 or Contractor, respectively, its officers, agents, employees, or servants, resulting from the performance of any work
required of Contractor or County or payments made pursuant to this Agreement, provided that this shall not apply to injuries or damage for which County or Contractor, respectively, 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 County 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 County of any pending change in the limits of liability or of any cancellation or modification of the policy.
(1)			Worker's Compensation and Employer's Liability Insurance The Contractor shall have in effect during the entire life of this Agreement Workers' Compensation and Employer's Liability Insurance providing full statutory coverage. In signing this Agreement, the Contractor certifies, as required by Section 1861 of the California Labor Code, that it is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of the Code, and will comply with such provisions before commencing the performance of the work of this Agreement.
(2)			Liability Insurance The Contractor shall take out and maintain during the life of this Agreement such Bodily Injury Liability and Property Damage Liability Insurance as shall protect him/her while performing work covered by this Agreement from any and all claims for damages for bodily injury, including accidental death, as well as any and all claims for property damage which may arise from contractors operations under this Agreement, whether such operations be by himself/herself or by any sub-contractor or by anyone directly or indirectly employed by either of them. Such insurance shall be combined single limit bodily injury and property damage for each occurrence and shall be not less than the amount specified below.
			Such insurance shall include:
			(a)			Comprehensive General Liability . . . . . . . . . . . . . . . . . .			$1,000,000
			(b)			Motor Vehicle Liability Insurance . . . . . . . . . . . . . . . . . .			$1,000,000
			(c)			Professional Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . .			$-0-
County and its officers, agents, employees and servants shall be named as additional insured on any such policies of insurance, which shall also contain a provision that the insurance afforded thereby to the County, its officers, agents, employees and servants shall be primary insurance to the full limits of liability of the policy, and that if the County or its officers and employees have other insurance against the loss covered by such a policy, such other insurance shall be excess insurance only.
In the event of the breach of any provision of this section, or in the event any notice is received which indicates any required insurance coverage will be diminished or canceled, the County of San Mateo at its option, may, notwithstanding any other provision of this Agreement to the contrary, immediately declare a material breach of this Agreement and suspend all further work pursuant to this Agreement.
10.		Compliance with laws; payment of Permits/Licenses
All services to be performed by Contractor pursuant to this Agreement shall be performed in accordance with all applicable Federal, State, County, and municipal laws, ordinances and regulations, including, but not limited to, the Health Insurance Portability and Accountability Act of 1996 (HIPAA), and the Federal Regulations promulgated thereunder, as amended, and will comply with the Business Associate requirements set forth in Attachment “H,” and the Americans with Disabilities Act of 1990, as amended, and Section 504 of the Rehabilitation Act of 1973, as amended and attached hereto and incorporated by reference herein as Attachment “I,” which prohibits discrimination on the basis of handicap in programs and activities receiving any Federal or County financial assistance. Such services shall also be performed in accordance with all applicable ordinances and regulations, including, but not limited to, appropriate licensure, certification regulations, provisions pertaining to confidentiality of records, and applicable quality assurance regulations. In the event of a conflict between the terms of this Agreement and State, Federal, County, or municipal law or regulations, the requirements of the applicable law will take precedence over the requirements set forth in this Agreement. Further, Contractor certifies that the Contractor and all of its subcontractors will adhere to all applicable provisions of Chapter 4.106 of the San Mateo County Ordinance Code, which regulates the use of disposable food service ware. Contractor will timely and accurately complete, sign, and submit all necessary documentation of compliance.
11.	Non-Discrimination and Other Requirements
A.	Section 504 applies only to Contractors who are providing services to members of the public. Contractor shall comply with § 504 of the Rehabilitation Act of 1973, which provides that no otherwise qualified handicapped individual shall, solely by reason of a disability, be excluded from the participation in, be denied the benefits of, or be subjected to discrimination in the performance of this Agreement.
B.	General non-discrimination. No person shall, on the grounds of race, color, religion, ancestry, gender, age (over 40), national origin, medical condition (cancer), physical or mental disability, sexual orientation, pregnancy, childbirth or related medical condition, marital status, or political affiliation be denied any benefits or subject to discrimination under this Agreement.
C.	Equal employment opportunity. Contractor shall ensure equal employment opportunity based on objective standards of recruitment, classification, selection, promotion, compensation, performance evaluation, and management relations for all employees under this Agreement. Contractor’s equal employment policies shall be made available to County of San Mateo upon request.
D.	Violation of Non-discrimination provisions. Violation of the non-discrimination provisions of this Agreement shall be considered a breach of this Agreement and subject the Contractor to penalties, to be determined by the County Manager, including but not limited to
				i)			termination of this Agreement;
				ii)			disqualification of the Contractor from bidding on or being awarded a County contract for a period of up to 3 years;
				iii)			liquidated damages of $2,500 per violation;
				iv)			imposition of other appropriate contractual and civil remedies and sanctions, as determined by the County Manager.
To effectuate the provisions of this section, the County Manager shall have the authority to examine Contractor’s employment records with respect to compliance with this paragraph and/or to set off all or any portion of the amount described in this paragraph against amounts due to Contractor under the Contract or any other Contract between Contractor and County.
Contractor shall report to the County Manager the filing by any person in any court of any complaint of discrimination or the filing by any person of any and all charges with the Equal Employment Opportunity Commission, the Fair Employment and Housing Commission or any other entity charged with the investigation of allegations within 30 days of such filing, provided that within such 30 days such entity has not notified Contractor that such charges are dismissed or otherwise unfounded. Such notification shall include the name of the complainant, a copy of such complaint, and a description of the circumstance. Contractor shall provide County with a copy of their response to the Complaint when filed.
E.	Compliance with Equal Benefits Ordinance. With respect to the provision of employee benefits, Contractor shall comply with the County Ordinance which prohibits contractors from discriminating in the provision of employee benefits between an employee with a domestic partner and an employee with a spouse.
F. E.	The Contractor shall comply fully with the non-discrimination requirements required by 41 CFR 60-741.5(a), which is incorporated herein as if fully set forth.
12.		Compliance with Contractor Employee Jury Service Ordinance
Contractor shall comply with the County Ordinance with respect to provision of jury duty pay to employees and have and adhere to a written policy that provides that its employees shall receive from the Contractor, on an annual basis, no less than five days of regular pay for actual jury service in San Mateo County. The policy may provide that employees deposit any fees received for such jury service with the Contractor or that the Contractor deduct from the employees’ regular pay the fees received for jury service.
13.		Retention of Records, Right to Monitor and Audit
(a) CONTRACTOR shall maintain all required records for three (3) years after the COUNTY makes final payment and all other pending matters are closed, and shall be subject to the examination and/or audit of the County, a Federal grantor agency, and the State of California. (b) Reporting and Record Keeping: CONTRACTOR shall comply with all program and fiscal reporting requirements set forth by appropriate Federal, State and local agencies, and as required by the COUNTY. (c) CONTRACTOR agrees to provide to COUNTY, to any Federal or State department having monitoring or review authority, to COUNTY's authorized representatives, and/or their appropriate audit agencies upon reasonable notice, access to and the right to examine all records and documents necessary to determine compliance with relevant Federal, State, and local statutes, rules and regulations, and this Agreement, and to evaluate the quality, appropriateness and timeliness of services performed.
14.		Merger Clause
This Agreement, including the Exhibits attached hereto and incorporated herein by reference, constitutes the sole Agreement of the parties hereto and correctly states the rights, duties, and obligations of each party as of this document's date. In the event that any term, condition, provision, requirement or specification set forth in this body of the agreement conflicts with or is inconsistent with any term, condition, provision, requirement or specification in any exhibit and/or attachment to this agreement, the provisions of this body of the agreement shall prevail. Any prior agreement, promises, negotiations, or representations between the parties not expressly stated in this document are not binding. All subsequent modifications shall be in writing and signed by the parties.
15.		Controlling Law and Venue
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 dispute arising out of this Agreement shall be venued either in the San Mateo County Superior Court or in the United States District Court for the Northern District of California.
16.		Notices
		Any notice, request, demand, or other communication required or permitted hereunder shall be deemed to be properly given when both (1) transmitted via facsimile to the telephone number listed below and (2) either deposited in the United State mail, postage prepaid, or when deposited for overnight delivery with an established overnight courier that provides a tracking number showing confirmation of receipt, for transmittal, charges prepaid, addressed to: In the case of County, to: San Mateo Medical Center 222 39th Avenue San Mateo, CA 94403 Attn: Henry Sellenthin Fax: [insert number] In the case of Contractor, to: Angelica Textile Services 1428 West Linwood Avenue Turlock, CA 95380 Attn: Market Sales Director Fax: [insert number] With copies to: Angelica Textile Services, Inc. 1105 Lakewood Parkway Suite 210 Alpharetta, GA 30004 Attn: President Fax: (678) 823-4168 And Angelica Corporation 424 South Woods Mill Road Chesterfield, Missouri 63017-3406 Attn: General Counsel Fax: (314) 854-3949 In the event that the facsimile transmission is not possible, notice shall be given both by United States mail and an overnight courier as outlined above.
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
ANGELICA TEXTILE SERVICES
Contractor’s Signature
Date:
Long Form Agreement/Business Associate v 8/19/08

Exhibit “A”
In consideration of the payments set forth in Exhibit “B”, Contractor shall provide the following services:
A.		Laundry Services
		1.	Complete laundry services, including but not limited to, laundering, drying, ironing, folding, presswork, garment processing, and inventory control.
		2.	Pick-up and Delivery Services: Linen pick-up and delivery will occur up to seven (7) times a week, Sunday through Saturday, at mutually agreed upon times, except for Christmas and New Years day throughout the term of the Agreement. Clean linen delivery and soiled pick-up shall occur simultaneously. The schedule may, from time to time, be changed to accommodate Contractor’s routing requirements, but no changes shall be made without the prior approval of San Mateo Medical Center (SMMC) Materials Manager. Contractor will not be responsible for any shipping delay that may be caused by conditions or circumstances beyond Contractor’s control, such as delays caused by, but not limited to, road closures or traffic accidents. Pick-up and delivery Locations are San Mateo Medical Center located at 222 West 39th Avenue, San Mateo, CA 94403, Burlingame Healthcare Center (BHC) located at 1100 Trousdale Blvd., Burlingame, CA 94010, and San Mateo County Youth Services Center(Hillcrest) located at 21 Tower Road, San Mateo, CA 94402 Contractor will provide a contingency plan for the delivery of linen to SMMC and to BHC in case of a catastrophic event. The plan will be Exhibit I of this agreement.
		3.	Contractor shall provide a quality control program which defines the level of quality and service to be provided to County. County shall have complete review and approval rights over the initial program, and throughout the term of this agreement the parties hereto shall mutually agree to any changes, amendments, or modifications to the program that they deem appropriate to keep pace with changes in the County’s service needs.
		4.	Contractor shall provide a representative who shall report on the performance of Contractor as a function of the quality control program. County agrees to meet no less than quarterly with Contractor’s representative for the purpose of reviewing the effectiveness of the program, and amending it, as applicable. Any variances from the performance and quality standards set forth in the program shall be dealt with according to the provisions of the program.
		5.	Delivered linen shall conform, at a minimum, to the generally accepted standards of quality for cleanliness, finish, and appearance for medical-related linen services. All work performed shall be done under sanitary conditions. Linen shall be free from soil and stains, bacteria, fungi, and other microorganisms, including pathogens, to the extent required by state, county, and city codes and regulatory agencies. Contractor shall at all times comply with the applicable sections of requirements and regulations established by the Joint Commission on Accreditation of Health care Organizations and California’s Title 22.
		6.	Annual inspections of Contractor’s laundry facilities will be made by a team provided by the materials manager (i.e. Infection Control, Materials Manager, Safety Office, County Purchasing, and other appropriate staff). County will provide at least three (3) business days notice before visit.
		7.	Contractor will make every effort to make additional pick-ups and deliveries at the request of San Mateo Medical Center.
		8.	Biohazard waste received at the Contractor’s facility will be disposed of and hauled by an authorized carrier and SMMC will be billed accordingly.
		9.	Upon request, Contractor will provide 5 full time employees for linen distribution who will perform the following:
			a.	Count, stock, and distribute linen seven (7) days per week.
			b.	Collect data daily and enter this information into a linen tracking program which shall be provided by Contractor.
			c.	Monitor linen utilization with a goal of ensuring adequate supplies for County.
			d.	Monitor linen inventory and communicate County requirements to suppliers, generally in accordance with budget or reasonable directions from County.
			e.	Weigh linen being picked up from and linen being delivered to SMMC and to BHC. This weight will be logged.
			f.	Provide weekly invoices. Daily deliveries should be accompanied by a packing slip.
			g.	Provide the Materials Manager with linen inventory levels to ensure linen par levels are maintained to avoid shortages.
			h.	Participate in an annual inventory.
			i.	Provide the Materials Manager with the formula for wet to dry weight.
			j.	Provide the following monthly reports: weight report, linen replacement report, and discarded linen report.
Exhibit “B”
In consideration of the services provided by Contractor in Exhibit “A”, County shall pay Contractor based on the following fee schedule for the first year of this agreement:
A.		Standard Linens
		Contractor will pick up and process the following SMMC customer owned goods (COG) at a rate of $0.4350 per clean delivered pound.
		• Pillowcase, white
		• Sheet, flat white
		• Sheet, draw
		• Blanket, thermal
		• Towel, bath
		• washcloth
		• Pad, incontinent
		• Sheet, knitted fitted
		• Gown patient (tie) large
		• Blanket, bath
B.		Non-Standard Linens
		In addition to $0.4350 per clean delivered pound, the following items will be charged the following surcharge:
		• Towel, surgery loose			$0.00
		• Bag, hamper			$0.00
		• Gown, IV large			$0.00
		• Pants, PJ adult			$0.00
		• Bib, adult			$0.00
		• tablecloth			$0.5645
C.		Staff Apparel
		In addition to $0.4350 per clean delivered pound, the following items will be charged the following surcharge:
		• Jacket, warmup			$0.32
		• Top, scrub women			$0.18
		• Pants, scrub women			$0.19
		• Top, scrub men			$0.18
		• Pants, scrub men			$0.19
		• Coat, Lab			$1.28
D.		Packs
		In addition to $0.4350 per clean delivered pound, the following item will be charged the following surcharge:
		• Pack, 4 towels			$2.5940
E.		Dust Control Items
		In addition to $0.4350 per clean delivered pound, the following item will be charged the following surcharge:
		• Mop, wet housekeeping			$0.6545
F.		Special Services
		The following special services will be provided upon request:
		• Mending and Labeling			$21.50 per hour
		• Stain Reclamation			$0.811 per pound
		• Special deliveries			$250.00 per trip
		• Handling of Bio Hazardous Waste and “Sharps” exposure control			$150.00 per unit
		• Linen Distribution Staffing (based on staffing level of 5 FTEs)			$4,158.00 per week
		Additional items and specialty labor beyond normal linen service will be negotiated.
G		Customer Own Goods (COG): San Mateo Medical Center (SMMC) reserves the right to purchase its own linen, patient apparel, reusable surgical gowns, and surgical linen from those manufacturers currently under contract to SMMC.
H.		Annual Price Adjustment: Upon each anniversary date of this Agreement, the charges set forth in Exhibit B may increase equal to the percentage increase in the Consumer Price Index CPI for Medical Care Services (the “CPI”), as measured against the same index for the same month in the previous year. In the event the CPI is no longer in use as of any anniversary date during the term of this Agreement, the parties shall refer to the closest index then published by the U.S. Bureau of Labor Statistics (or its successor agency). .
I.		Energy Surcharge: County recognizes that natural gas and diesel fuel make up a significant percentage of Contractor’s operating cost. The volatility of the pricing of these commodities could significantly impact Contractor’s ability to provide services during the term of this Agreement. Therefore, County agrees that a variable Energy Surcharge may be added to each invoice using an index-based surcharge that fluctuates up and down each month according to the change in the market price of these two commodities. The Natural Gas and Diesel Fuel Variable Energy Surcharge Matrix is shown on Energy Matrix Exhibit, and is part of this Agreement. Prices for each index will be updated by Contractor on the first Tuesday of each month and provided to County on a monthly basis.