Exhibit “A”

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

A.

Contractor will provide support and assistance to the SMMC Accounting Manager including:

1.

Assist with related reconciliations including all supporting documentation. Develop process to reconcile grant amounts monthly while utilizing the IFAS sub-ledger. Align grant procedures with American Recovery and Re-investment Act of 2009.

2.

Assist with the completion of all balance sheet reconciliations. Each reconciliation must list a summary of what the related account is used for and a description of all systems that impact the account. Supporting documentation will be included with each reconciliation.

3.

Finalize information from prior desk reviews of accounting employees duties and revision of tasks/priorities as appropriate in coordination with the accounting manager and controller.

4.

Determine minimum staffing needs and work with the SMMC Chief Financial Officer (CFO) to fill needed positions.

5.

Finalize the risk assessment and control documentation and listing of all changes needed to meet internal controls and mitigation of risk areas identified.

6.

Go over account reconciliations each week with CFO and give a projected timeline and cost to complete steps 1-5.

7.

Other tasks as requested by the CFO.

B.

Contractor shall provide oversight of SMMC’s accounting close and preparation of its annual financial statements. Provide a senior accountant to draft the financial statements and manage revisions and adjustments throughout the close and audit process.

C.

Provide accounting assistance related to certain recurring and annual tasks. Provide two experienced senior accountants part-time until permanent staff are hired.

D.

Facilitate Cash Receipts Workgroup Meetings. This group generally meets twice monthly to revise SMMC’s processes to allow reconciliation of cash receipts posted into the accounting system (IFAS) and into the patient accounting system (CORE).

E.

Conduct a risk assessment in accordance with recommendations by the outside auditors in their report to the SMMC Board.

Exhibit “B”

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

A.

Partner

$185 per hour

Senior Accountant

$118 per hour

B.

Out of pocket and travel expenses will not be billed.

The term of this Agreement is January 1, 2009 through December 31, 2009. Invoices shall be approved by the Chief Financial Officer and paid within 30 days of receipt of invoice. Total payment for services under this Agreement shall not exceed THREE HUNDRED FORTY SEVEN THOUSAND NINETEEN DOLLARS ($347,019).