AGREEMENT BETWEEN THE COUNTY OF SAN MATEO AND
SHELTER NETWORK OF SAN MATEO COUNTY

 

THIS AGREEMENT, entered into this _____ day of _______________ , 2010, by and between the COUNTY OF SAN MATEO, hereinafter called "County," and SHELTER NETWORK OF SAN MATEO COUNTY, 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 behavioral health care services including initial assessments and on-going case management services to homeless individuals in San Mateo County.

 

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

   

1.

Exhibits and Attachments

 

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

Exhibit A—Services

Exhibit B—Payments and rates
Exhibit E – Corporate Compliance SMMC Code of Conduct (Third Parties)

Attachment I—§504 Compliance

   

2.

Services to be Performed by Contractor

 

In consideration of the payments set forth herein and in Exhibit B, Contractor shall perform services for County in accordance with the terms, conditions and specifications set forth herein and in Exhibit A.

 
 
 
 
 
 

3.

Payments

 

In consideration of the services provided by Contractor in accordance with all terms, conditions and specifications set forth herein and in Exhibit A, County shall make payment to Contractor based on the rates and in the manner specified in Exhibit B. The County reserves the right to withhold payment if the County determines that the

quantity or quality of the work performed is unacceptable. In no event shall the County’s total fiscal obligation under this Agreement exceed TWO HUNDRED TWENTY-ONE THOUSAND SEVENTY FIVE DOLLARS, [$221,075].

 

4.

Term and Termination

 

Subject to compliance with all terms and conditions, the term of this Agreement shall be from November 1, 2009 through October 31, 2010.

 

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

 

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

 

5.

Availability of Funds

 

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

   

6.

Relationship of Parties

 

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

 

7.

Hold Harmless

 

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

 

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

   

8.

Assignability and Subcontracting

 

Except for the subcontracting with Samaritan House referenced in Exhibit A to this Agreement, 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.

 

A.

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

 

B.

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 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 be not less than the amount specified below.

   
 

Such insurance shall include:

 

(1)

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

$1,000,000

 

(2)

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

$1,000,000

 

(3)

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

$1,000,000

       

County and its officers, agents, employees and servants shall be named as additional insured on any such policies of insurance, which shall also contain a provision that the insurance afforded thereby to the County, its officers, agents, employees and servants shall be primary insurance to the full limits of liability of the policy, and that if the County or its officers and employees have other insurance against the loss covered by such a policy, such other insurance shall be excess insurance only.

 

In the event of the breach of any provision of this section, or in the event any notice is received which indicates any required insurance coverage will be diminished or canceled, the County of San Mateo at its option, may, notwithstanding any other provision of this Agreement to the contrary, immediately declare a material breach of this Agreement and suspend all further work pursuant to this Agreement.

 

10.

Compliance with Laws; Payment of Permits/Licenses

 

All services to be performed by Contractor pursuant to this Agreement shall be performed in accordance with all applicable Federal, State, County, and municipal laws, 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 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. 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.

 

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

 

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

 

11.

Non-Discrimination and Other Requirements

   

A.

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

   

B.

General Non-Discrimination. No person shall, on the grounds of race, color, religion, ancestry, gender, age (over 40), national origin, medical condition (cancer), physical or mental disability, sexual orientation, pregnancy, childbirth or related medical condition, marital status, or political affiliation be denied any benefits or subject to discrimination under this Agreement.

   

C.

Equal Employment Opportunity. Contractor shall ensure equal employment opportunity based on objective standards of recruitment, classification, selection, promotion, compensation, performance evaluation, and management relations for all employees under this Agreement. Contractor’s equal employment policies shall be made available to County of San Mateo upon request.

   

D.

Violation of Non-Discrimination Provisions. Violation of the non-discrimination provisions of this Agreement shall be considered a breach of this Agreement and subject the Contractor to penalties, to be determined by the County Manager, including but not limited to:

     
 

(1)

termination of this Agreement

 

(2)

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

 

(3)

liquidated damages of $2,500 per violation

 

(4)

imposition of other appropriate contractual and civil remedies and sanctions, as determined by the County Manager

     
 

To effectuate the provisions of this section, the County Manager shall have the authority to examine Contractor’s employment records with respect to compliance with this paragraph and/or to set off all or any portion of the amount described in this paragraph against amounts due to Contractor under the Contract or any other Contract between Contractor and County.

     
 

Contractor shall report to the County Manager the filing by any person in any court of any complaint of discrimination or the filing by any person of any and all charges with the Equal Employment Opportunity Commission, the Fair Employment and Housing Commission or any other entity charged with the investigation of allegations within 30 days of such filing, provided that within such 30 days such entity has not notified Contractor that such charges are dismissed or otherwise unfounded. Such notification shall include the name of the complainant, a copy of such complaint, and a description of the circumstance. Contractor shall provide County with a copy of their response to the Complaint when filed.

 

E.

Compliance with Equal Benefits Ordinance. With respect to the provision of employee benefits, Contractor shall comply with the County Ordinance which prohibits contractors from discriminating in the provision of employee benefits between an employee with a domestic partner and an employee with a spouse.

   

F.

The Contractor shall comply fully with the non-discrimination requirements required by 41 CFR 60-741.5(a), which is incorporated herein as if fully set forth.

   

12.

Compliance with Contractor Employee Jury Service Ordinance

 

Contractor shall comply with the County Ordinance with respect to provision of jury duty pay to employees and have and adhere to a written policy that provides that its employees shall receive from the Contractor, on an annual basis, no less than five days of regular pay for actual jury service in San Mateo County. The policy may provide that employees deposit any fees received for such jury service with the Contractor or that the Contractor deducts 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 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 States 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:

    If to County: Chief Executive Officer

        San Mateo Medical Center

        222 W/ 39th Avenue

        San Mateo, CA 94403

        Facsimile: 650/573-2950

    With copy to: County Counsel’s Office

        400 County Center

        Redwood City, CA 94063

        Facsimile: 650/363-4034

    If to Contractor: Shelter Network
    1450 Chapin Ave, 2nd floor
    Burlingame, CA 94010
    Facsimile: 650/685-5881

   

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:

 

Richard S. Gordon, President

Board of Supervisors, San Mateo County

 
 
 

Date:

 

ATTEST:

 
 

By:

Clerk of Said Board

 

SHELTER NETWORK OF SAN MATEO COUNTY

 
 
 
 

Contractor’s Signature

 
 

Date:

 

Long Form Agreement/Non Business Associate v 8/19/08

EXHIBIT A

 

In consideration of the payments set forth in Exhibit B, Contractor shall provide the following services:

 

The County of San Mateo Health Care for the Homeless (HCH) Program is contracting with Shelter Network to provide behavioral health care services including initial assessments and on-going case management services to 925 unique individuals who meet the Bureau of Primary Health Care (BPHC) criteria for homeless individuals. BPHC’s definition of an individual who is homeless includes a person residing in a homeless shelter, in transitional housing (rehabilitation programs, hotels, etc), and/or individuals living on the streets, in an abandoned building, or a car. This definition also including individuals who are at risk of being homeless or “Doubling Up” which includes those individuals who do not have a permanent address and are staying with extended families or friends for no more than six months.

 

HCH is contracting with Shelter Network in order to increase the number of homeless individuals accessing primary care through the San Mateo County Health System (San Mateo Medical Center primary care clinics and the Public Health Mobile Clinic). 200 of these 925 homeless individuals will be truly unique to San Mateo Medical Center clinic system, defined as not having accessed healthcare services in calendar year 2009 at any of SMMC clinic sites. This contract includes Shelter Network sub-contracting with Samaritan House to provide services to 113 unique homeless individuals residing at its Safe Harbor Shelter.

 

The behavioral health care services to be provided by Shelter Network will be implemented as measured by the following goals.

     
   

GOAL A: Of the 925 homeless individuals, behavioral health screenings, initial assessments and on-going case management services will be provided to 415 homeless individuals residing at Maple Street Shelter or Safe Harbor Shelter in order to better access primary care through the San Mateo County Health System. A minimum of 302 individuals will receive these services from Shelter Network staff and a minimum of 113 individuals will receive these services from Samaritan House staff. Shelter Network and Samaritan House staff will provide a combined total of 1,660 on-going case management encounters to these 415 individuals.

     
   

Each case management encounter must meet Bureau of Primary Health Care (BPHC) criteria to be included in this count. Such criteria, as they may be amended from time to time, are incorporated by reference into this Agreement. BPHC presently defines a case management encounter as: an encounter between a case management provider and a patient during which services are provided that assist patients in the management of their health and social needs, including patient needs assessments, the establishment of service plans, and the maintenance of referral, tracking, and follow-up systems.  These must be face to face with the patient.  Third party interactions on behalf of a patient are not counted in case management encounters.

     
   

The following are the outcome measures for this goal:

     
   

Outcome Measure #1: 75% (312) of the homeless individuals screened will access primary care (medical, dental, behavioral) at least once during the contract year through the San Mateo County Health System or on the mobile dental van.

     
   

Outcome Measure #2: 75% of all scheduled appointments on the mobile dental van will be kept by individuals residing at Maple Street or Safe Harbor Shelters.

     
   

GOAL B: Of the 925 homeless individuals, intensive and integrated case management services will be provided to 150 homeless individuals residing at Maple Street or Safe Harbor Shelter experiencing at least one chronic illness. The Centers for Disease Control and Prevention (CDC) define chronic diseases as non-communicable illnesses that are prolonged in duration, do not resolve spontaneously, and are rarely cured completely. Examples of chronic diseases include hypertension/high blood pressure, cancer, stroke, diabetes, and arthritis. These case management services will be overseen by a Masters’ level trained staff member from Shelter Network and will aim to enable individuals to better access primary care through the San Mateo County Health System (San Mateo Medical Center primary care clinics and the Public Health Mobile Clinic). Shelter Network staff will provide a total of 600 on-going face-to-face case management visits to these 150 individuals.

     
   

The following are the outcome measures for this goal:

     
   

Outcome Measure #1: 75% (113) of these homeless individuals receiving intensive, integrated case management services will access and utilize primary medical care at least twice during the contract year through the San Mateo County Health System.

     
   

Outcome Measure #2: 75% (113) of these homeless individuals receiving intensive, integrated case management services will reduce the number of visits to the San Mateo County Emergency Department during the contract year due to successful utilization of primary care services offered through the San Mateo County Health System.

     
   

Goal C: Of the 925 homeless individuals, qualified Shelter Network staff will provide case management services to 360 homeless individuals not seen through the behavioral health effort mentioned in the previous goals. Staff will assist homeless individuals residing in encampments, on the streets, or who otherwise qualify as homeless (per the BPHC definition) in the management of their health and social needs, including assessments, establishment of service plans, and maintenance of referral, tracking, and follow-up systems to these 360 homeless individuals through at least 720 case management encounters during the contract term. Outreach, engagement, and case management will occur at 1) homeless encampments; b) where day laborers who qualify as homeless work or congregate, and; c) on the streets where homeless people live.

     
   

The following are the outcome measures for this goal:

     
   

Outcome Measure #1: 50% (180) of these unique street homeless individuals receiving case management services will successfully access and secure primary health care within the contract year.

     
   

Outcome Measure #2: 75% (270) of these homeless individuals receiving case management services will reduce the number of visits to the San Mateo County Emergency Department during the contract year due to successful utilization of primary care services offered through the San Mateo County Health System.

     
   

Outcome Measure #3: Develop a formal outreach plan targeting individuals who are homeless or at-risk of being homeless that increases their access to primary care, dental care, and behavioral health services.

     
   

RESPONSIBILITIES:

     
   

The following are the contracted reporting requirements that Shelter Network must fulfill:

     
 

1.

All demographic information will be obtained from each homeless individual receiving behavioral health care during the contract period. This data will be submitted electronically to the HCH Program with the monthly invoice.

     
 

2.

A monthly invoice including the number of unduplicated individuals served in the previous month and the total encounters provided to all homeless individuals in this same time period will be submitted to the HCH Program by the 15th of the month following service.

     
 

3.

Quarterly Reports providing an update on the contractual goal, objectives, and outcome measures should be submitted by the following dates: February 28, 2010; May 28, 2010; August 28, 2010; and November 28, 2010.

     
 

4.

Participate and prepare for annual chart review as indicated by the HCH Program.

     
 

5.

Participate in planning and quality assurance activities.

     
 

6.

Participate in HCH Provider Meetings as scheduled.

     
 

7.

Participate in community activities that address homeless issues (i.e., Homeless, One Day Count, Homeless Project Connect).

     
 

8.

For mental health encounters, meaning an encounter between a licensed mental health provider (psychiatrist, psychologist, licensed clinical social worker, certain other Masters degree-prepared mental health providers licensed by specific states, or an unlicensed mental health provider credentialed by the center) and a patient/client during which mental health services (i.e., services of a psychiatric, psychological, psychosocial, or crisis intervention) are offered, the related standards issued by the United States Health Resources and Services Administration (HRSA standards) must be applied and complied with. Such standards, as they may be amended from time to time, are incorporated by reference into this Agreement.

     
 

9.

For a qualified substance abuse encounter, meaning an encounter between a substance abuse provider (e.g., a mental health provider or a credentialed substance abuse counselor, rehabilitation therapist, psychologist) and a patient during which alcohol or drug abuse services (i.e., assessment and diagnosis, treatment, aftercare) are provided, related HRSA standards must be applied and complied with. Such standards, as they may be amended from time to time, are incorporated by reference into this Agreement.

     
 

10

For a qualified case management encounter, meaning an encounter between a case management provider and a patient during which services are provided that assist patients in the management of their health and social needs, including patient needs assessments, the establishment of service plans, and the maintenance of referral, tracking, and follow up systems, related HRSA standards must be applied and complied with. Such standards, as they may be amended from time to time, are incorporated by reference into this Agreement. These encounters must be face to face with the patient. Third party interactions on behalf of a patient are not included in case management encounters.

     
   

The following are the contracted reporting requirements that the HCH Program must fulfill:

     
 

1.

Monitor the Shelter Network to assure it is meeting its contractual requirements with the HCH Program.

     
 

2.

Review, process and monitor monthly invoices.

     
 

3.

Identify those “truly unique” patients to San Mateo Medical Center clinic system from data submitted by Shelter Network on a monthly basis. This data shall be provided to Shelter Network within 10 days of submitting the monthly invoice.

     
 

4.

Determine the utilization of San Mateo Medical Center Emergency Department by Shelter Network’s clients. This data shall be provided to Shelter Network within 30 days of submitting the monthly invoice.

     
 

5.

Review quarterly reports to assure that goals and objectives are being met.

     
 

6.

Provide technical assistance to Shelter Network on the HCH Program as needed.

     
     

EXHIBIT B

 

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

 

A.

County shall pay Contractor $239.00 for each new unique, non-duplicate patient served as described in Exhibit A that meets the homeless criteria set forth in Exhibit A between the time period of November 1, 2009 through October 31, 2010. In no event, however, will Contractor be paid for services provided to more than 925 homeless individuals.

   

B.

Contractor will invoice the HCH Program by the 15th of month after rendered services with the number of homeless individuals and encounters for the previous month. Invoices will be approved by the Health Care for the Homeless Program Director.

   
 

The term of this Agreement is November 1, 2009 through October 31, 2010. Maximum payment for services provided under this Agreement will not exceed TWO HUNDRED TWENTY ONE THOUSAND SEVENTY FIVE DOLLARS ($221,075).