20101102_a

MEMORANDUM OF AGREEMENT

AMONG THE COUNTY OF SAN MATEO; PALO ALTO MEDICAL FOUNDATION FOR HEALTH CARE, RESEARCH AND EDUCATION; AND THE SAN MATEO HEALTH COMMISSION dba THE HEALTH PLAN OF SAN MATEO

REGARDING THE COMMUNITY HEALTH NETWORK FOR THE UNDERSERVED AND THE PROVISION OF PEDIATRIC NEUROLOGY SERVICES AND INFECTIOUS DISEASE SERVICES AT SAN MATEO MEDICAL CENTER; OBSTETRIC AND PEDIATRIC SERVICES AT SEQUOIA HOSPITAL; AND PRIMARY AND SPECIALTY MEDICAL SERVICES AND ANCILLARY SERVICES AT PALO ALTO MEDICAL FOUNDATION’S FACILITIES

THIS MEMORANDUM OF AGREEMENT (this “Agreement”) is entered into by and between the County of San Mateo (the “County”), Palo Alto Medical Foundation for Health Care, Research and Education, a nonprofit public benefit corporation (“PAMF”), and the San Mateo Health Commission, dba Health Plan of San Mateo (“HPSM”).

WHEREAS, the County operates health care facilities collectively known as the “San Mateo Medical Center” (“SMMC”) which provide care to, among others, those residents of San Mateo County who have little or no access to other sources of medical care and which serves as the public system hub of the health care safety net; and

WHEREAS, PAMF is a not-for-profit medical foundation with a mission that includes a commitment to act as a community health resource; and

WHEREAS, the HPSM serves as the County’s third party administrator for health care services provided to County residents who are medically indigent as well as the Medi-Cal, Healthy Families, Healthy Kids, and Medicare CareAdvantage programs which involve many healthcare providers who serve San Mateo County’s low-income residents; and in this capacity undertakes efforts to increase the medical care available for the underserved; and

WHEREAS, the parties, consistent with their respective missions, each seek to increase access to medical care for the most underserved and vulnerable residents of San Mateo County and are therefore participating in the Community Health Network for the Underserved (“CHNU”) as a means of increasing access to such care; and

WHEREAS, in connection with its participation in the CHNU, and as a means of providing further benefit to the community, PAMF is willing to provide patients at SMMC with the services of doctors affiliated with PAMF who specialize in pediatric neurology and infectious disease;

WHEREAS, PAMF is also willing to provide, on an annual basis, delivery-related obstetrics services for up to 100 female patients receiving treatment from SMMC who are admitted to Sequoia Hospital for the delivery of their babies and is also willing to provide pediatric medical care for the babies delivered by these patients during the time that the babies remain at Sequoia Hospital after their births;

WHEREAS, PAMF is also willing to provide primary and specialty medical services and ancillary services for up to 300 medically indigent patients for whom the County of San Mateo is responsible to provide medical care under the County’s Access and Care for Everyone (“ACE”) Program pursuant to section 17000, et seq,, of the California Welfare and Institutions Code; and

WHEREAS, the County and/or HPSM desire to accept the services of these PAMF-affiliated doctors on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual agreements set forth below, the parties agree as follows:


Section 1: PAMF’s Obligations

	1.1 Provider Status

		PAMF represents and warrants that the physicians providing services at SMMC pursuant to this Agreement shall be duly licensed, certified, accredited or otherwise duly authorized to practice medicine in the relevant specialty, in the State of California. For purposes of this Agreement, references to “PAMF” shall include within their scope all physicians who are providing professional services pursuant to this Agreement.


	1.2 Qualifications

		The following indicate qualifications that must be satisfied by each PAMF physician providing services under Paragraphs A and B of Exhibit A to this Agreement:

		1.2.1		Must be accepted by the SMMC’s Chief Executive Officer, or designee; said acceptance may be withdrawn immediately by the SMMC’s Chief Executive Officer, or designee, in his or her reasonable discretion at any time with written notice to PAMF and the Physician. SMMC’s Chief Executive Officer will act promptly on requests for acceptance by any PAMF physician.

		1.2.2		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 to provide the services contemplated by this Agreement. The reasonable and customary costs of credentialing and medical staff dues shall be payable by PAMF.

		1.2.3		PAMF physicians 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).

		1.2.4		PAMF physicians must not be currently excluded, debarred, or otherwise ineligible to participate in federal health care programs or in federal procurement or non-procurement programs; and they may not have been convicted of a criminal offense.

		1.2.5		PAMF physicians will participate in the County’s Organized Health Care Arrangement (OHCA), as described by the Health Insurance Portability and Accountability Act of 1996 (HIPAA). If they choose to opt out of OHCA, they agree to advise the SMMC Medical Staff Office in writing, and that they will provide their own Notice of Privacy Practice (NPP).

	1.3 Services to be Performed by PAMF Physicians

		In consideration of their participation in the CHNU and the other consideration set forth herein, PAMF agrees to provide medical services by physicians affiliated with PAMF, as described in EXHIBIT A, attached hereto and incorporated by reference herein. Such services shall be provided in a professional and diligent manner, and the services described in Paragraphs A and B of Exhibit A to this Agreement shall be performed under the general direction of the SMMC Chief Executive Officer or her designee.

	1.4 General Duties of PAMF Physicians

		1.4.1		Administrative and Miscellaneous Duties and Responsibilities.
				Physicians affiliated with PAMF who provide services pursuant to Paragraph A and/or B of Exhibit A to this Agreement will cooperate with the administration of the SMMC. 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), peer review, and County’s compliance programs.

		1.4.2		Billing and Compliance. Physicians affiliated with PAMF who provide services pursuant to Paragraph A and/or B of Exhibit A to this Agreement 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. Physicians affiliated with PAMF who provide services under the Agreement agree to keep accurate and complete records. These physicians shall also comply with the Billing requirements set forth in Exhibit B to this Agreement, which is incorporated herein by reference.

		1.4.3		Compliance with Rules and Regulations. Physicians affiliated with PAMF who provide services pursuant to Paragraph A and/or B of Exhibit A to this Agreement agree to abide by rules, regulations, and guidelines of County. 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. PAMF may elect to terminate this Agreement as to the services described in Paragraphs A and/or B of this Agreement if the change in rules and regulations is reasonably determined to be unreasonably or inoperable for PAMF.

		1.4.4		Managed Care Contracts. Physicians affiliated with PAMF who provide services pursuant to Paragraph A and/or B of Exhibit A to this Agreement are obligated to participate in and observe the provisions, of which they have been informed in writing, of all managed care contracts. Any services billed under such managed care contracts shall be billed by County under the County’s tax identification number.

		1.4.5		Requirement of Physician to Notify County of any Detrimental Professional Information or Violation of Contract Rules or Policies. During the term of this Agreement, physicians affiliated with PAMF who provide services pursuant to Paragraph A and/or B of Exhibit A to this Agreement shall notify County immediately, or as soon as is possible thereafter, in the event that:

				A.	Their license to practice in any jurisdiction is suspended, revoked, or otherwise restricted

				B.	A report pursuant to Section 805 of the California Business and Professions Code concerning such physician’s competence or conduct is made to any state medical or professional licensing agency

				C.	Such physician’s privileges at any hospital, health care facility, or under any health care plan are denied, suspended, restricted, or terminated for medical disciplinary cause or reason

				D.	Such physician’s controlled substance registration certificate, (issued by the Drug Enforcement Administration) if any, is being or has been suspended, revoked, or not renewed

				E.	Such physician’s participation as a Medicare or Medi-Cal provider has been terminated

				F.	There is a material change in any of the information the physician has provided to County concerning the physician’s professional qualification or credentials

				G.	Such physician’s conviction of a crime

				H.	Any breach of this Agreement by a physician affiliated with PAMF who is performing duties pursuant to this Agreement shall be reported by PAMF within thirty (30) days of receipt of such information by PAMF.



	1.5 Citizenship Duties:

		A.	Physicians affiliated with PAMF who provide services pursuant to Paragraph A and/or B of Exhibit A to this Agreement will comply with the terms of Exhibit C to this Agreement, which is incorporated herein by reference.
	1.6 Provision of Records for County

		Physicians affiliated with PAMF who provide services under this Agreement shall furnish any and all information, records, and other documents related to their services hereunder which County may reasonably request in furtherance of continuity of care, 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, such physicians shall participate in one or more of such plans and/or programs.

	1.7 Conflict of Interest

		In the event any physician affiliated with PAMF pursues conduct that constitutes a conflict of interest or which materially interferes with (or is reasonably anticipated to interfere with) his or her performance under this Agreement, County may exercise its right to withdraw its acceptance of that Physician under Section 2.3.2 below.

	1.8 Non-Permitted Uses of County Premises

		Physicians affiliated with PAMF who provide services under this Agreement agree not to use, or permit any of their representatives to use, any part of County for any purpose other than the performance of services under this Agreement. Without limiting the generality of the foregoing, such physicians agree 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.

	1.9 No Power to Contract in Name of Other Party

		Neither PAMF nor any physician affiliated with PAMF performing services under this Agreement shall 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. Likewise, neither the County nor HPSM, nor anyone acting on behalf of either of them under this Agreement shall have the right or authority to enter into any contract in the name of PAMF, or to otherwise bind PAMF in any way without the express written consent of PAMF.


	1.10 Regulatory Standards

		Physicians affiliated with PAMF who provide services under this Agreement shall perform all services under this Agreement in accordance with any and all regulatory and accreditation standards applicable to County and/or PAMF and which are relevant to the services being provided and the site at which they are being provided, including, without limitation, those requirements imposed by the Joint Commission, the Medicare/Medi-Cal conditions of participation, and any amendments thereto.

	1.11 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, PAMF 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 PAMF 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, PAMF 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, PAMF, or representative of PAMF by virtue of this Agreement.

	1.12 Professional Standards

		Physicians affiliated with PAMF who provide services under this Agreement shall perform their duties under this Agreement in accordance with the rules of ethics of the medical profession. Physicians affiliated with PAMF who provide services under this Agreement shall also perform their duties under this Agreement in accordance with the appropriate standard of care for his/her profession and specialty.

Section 2: Term and Termination

	2.1 Term

		The term of this Agreement shall commence on September 1, 2009 and, unless terminated sooner pursuant to the terms hereof, shall continue in force until August 30, 2011, after which it shall be of no further force and effect.

	2.2 Extension of Term

		The term of the Agreement may be extended by mutual written, signed agreement by the parties.

	2.3 Termination

		This agreement may be terminated by any party at any time upon ninety (90) days written notice to the other parties.

		2.3.1 Automatic Termination

				This Agreement shall be immediately terminated as follows:

				A.	Any party’s suspension or exclusion from the Medicare or Medi-Cal Program.

				B.	If any party violates the State Medical Practice Act.


				C.	If any party’s professional practice imminently jeopardizes the safety of patients.

				D.	If any party is convicted of a crime.

				E.	If any party violates ethical and professional codes of conduct of the workplace as specified under state and federal law.

				F.	Upon revocation, cancellation, suspension, or limitation of any party’s medical staff privileges at the SMMC.

				G.	Upon County’s loss of certification as a Medicare and/or Medi-Cal provider.

				H.	Upon the closure of the San Mateo Medical Center.
				I.	If a “Legal Event” occurs, which means a statute, law, rule, order, regulation , standard, arbitration award, judgment, decision or official interpretation, by any governmental agency, court, tribunal or duly constituted arbitration panel, that in the good faith judgment of one party (“Noticing Party”), materially and adversely jeopardizes any Party’s tax-exempt status, licensure, accreditation, certification, ability to get or maintain tax-exempt financing, to refer, to accept any referral, to bill, to claim, to present a bill or claim, or to receive payment or reimbursement from any federal, state or local governmental or non-governmental payor, or that jeopardizes a Party’s compliance with any law, rule or regulation with which the Noticing Party desires further compliance.
		2.3.2 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 (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 physician affiliated with PAMF, County shall have the option of withdrawing its acceptance of that individual PAMF physician, as described in 1.2.1, without terminating this Agreement.

		2.3.3 Patient Records and Notice to Patients

				All original patient records created at SMMC shall be property of the County. Upon termination of this Agreement, PAMF shall return any such records as may be in PAMF’s possession to County, subject to PAMF’s right to copies of records. All original patient records created at any PAMF location shall be the property of PAMF. During the term of this Agreement, as needed for continuity of patient care and upon termination of this Agreement, County shall have a right to copy any such records as necessary for treatment purposes.

Section 3: Insurance and Indemnification

	3.1 Professional Liability Insurance

		During the time that PAMF and PAMF-affiliated physicians are providing services described in Paragraphs A and B of Exhibit A to this Agreement, the County shall, on behalf of such physicians and PAMF, and at the expense of the County, take out and maintain during the life of this Agreement professional liability insurance as shall protect them, while performing work covered by this Agreement, from any and all claims for damage which may arise from their operations under this Agreement, whether such operations be by themselves or by any subcontractor or by anyone directly or indirectly employed by either of them. Such professional liability insurance shall be adequate for each occurrence and shall not be less than $1,000,000 per claim and $3,000,000 aggregate.


		3.1.2		Workers’ Compensation and Employer Liability Insurance

				Physicians shall have in effect during the entire life of this Agreement, workers’ compensation and employer liability insurance providing full statutory coverage.
		3.1.3		County Adjustment of Insurance Coverage

				If this Agreement remains in effect more than one (1) year from the date of its original execution County may, at its sole discretion, increase the amount of liability insurance to the level then customary in similar County agreements by giving (60) days notice to PAMF.


	3.2 Tail Coverage

		As to PAMF and PAMF-affiliated physicians providing services described in Paragraphs A and B of Exhibit A to this Agreement, County will provide coverage for all claims arising out of services provided by this Agreement under the County’s ongoing insurance program. This may include coverage through purchase of an extended reporting endorsement, prior acts coverage, or self insurance to comply with Section 3.1 of this Agreement.

	3.3 Hold Harmless

		County shall indemnify and hold harmless PAMF, its officers, agents, employees, and servants from all claims, suits, or actions of every name, kind and description, brought for, or on accounts of: (i) injuries or death of any person or (ii) damage to any property of any kind whatsoever and to whomsoever belonging resulting from the performance of any work required pursuant to Paragraphs A and B of Exhibit A to this Agreement, provided that this shall not apply to injuries or damages for which PAMF has been found in a court of competent jurisdiction to be solely liable by reason of PAMF’s own willful misconduct.

		The duty of the 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 Civil Code.

		PAMF 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, PAMF’s representatives for services provided pursuant to Paragraphs A and B of Exhibit A to this Agreement of this Agreement.

Section 4: Miscellaneous Provisions

	4.1 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:				Susan Ehrlich, M.D., CEO San Mateo Medical Center 222 W 39^th Avenue San Mateo, CA 94403 Facsimile 650-573-2030

		With Copy to:				County Counsel’s Office Attn: John D. Nibbelin, Deputy County Counsel 400 County Center, 6^th Floor Redwood City, CA 94063 Facsimile 650-363-4034

		If to PAMF:				Susan Smith, MD Palo Alto Regional Medical Director Palo Alto Medical Foundation 795 El Camino Real Palo Alto, CA 94301 Facsimile: 650-853-4969 and Molly Wu Director of Provider Contracting Palo Alto Medical Foundation 2350 El Camino Real, 3d Floor Mountain View, CA 94040 Facsimile: 650-934-8632 And Karen Hall VP/Regional Counsel Sutter Health 633 Folsom, 7^th Floor San Francisco, CA 94107 Hallk3@sutterhealth.org

	4.2 Entire Agreement and Confidentiality

		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. Except for disclosure to each party’s authorized employees and/or agents, neither party shall disclose any terms of this Agreement to any person who is not a party to this Agreement unless disclosure thereof is required by law (including, but not limited to, the California Public Records Act and the Brown Act) or consented to in writing by the other party.

	4.3 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.

	4.4 Assignment

		Neither party may assign any of its rights or obligations hereunder without the prior written consent of the other party. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

	4.5 Independent Contractor

		PAMF and all PAMF’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 PAMF and PAMF’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. PAMF shall be responsible for determining the manner in which services are provided and ensuring that services are rendered in a manner consistent with the goals and objectives referenced in this Agreement.

	4.6 Anti-Referral Laws

		Nothing in this Agreement, or any other written or oral agreement, or any consideration in connection with this Agreement, contemplates or requires or is intended to induce or influence the admission or referral of any patient to or the generation of any business between County, SMMC, PAMF or any physician. This Agreement is intended by the parties solely as a community benefit to address charity care and medically underserved patients' inability to access quality specialty care. This Agreement is not intended to influence PAMF's or any physician’s judgment in choosing the medical facility appropriate for the proper care and treatment of their patients, or restrict any physician from establishing medical staff membership or clinical privileges at any other healthcare facility.

	4.7 Alternate Dispute Resolution

		A. In the event that any dispute arises between the parties arising out of or related to the validity, interpretation, enforcement or performance of this Agreement, or otherwise arising out of the relationship between the parties or the termination of that relationship, either party may by written notice call a meeting regarding such dispute to be attended by an executive officer of each party who has the authority to negotiate and bind that party to a resolution. At the meeting, the parties will attempt in good faith to resolve the dispute. B. If the dispute cannot be resolved within forty-five (45) days from the date of the initial notice, and if either party wishes to pursue the dispute, the dispute will be submitted to binding arbitration in accordance with the Commercial Rules of the American Arbitration Association or JAMS/Endispute. The decision of the arbitrator will be final and binding and will be fully enforceable in any court having jurisdiction and venue over the parties. The arbitrator will have no power to alter, modify, ignore or otherwise deviate from the express terms of this Agreement, and the arbitrator will be bound by controlling law. The arbitrator’s decision will be provided to the parties in writing and will succinctly set forth the arbitrator’s findings of fact, conclusions of law, and remedy, if any. The cost of arbitration will be shared equally by the parties, provided that each party will pay its own legal expenses.

	4.8 Third Party Beneficiaries

		This Agreement is entered into for the sole benefit of County and PAMF. 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 of PAMF’s representatives.
	4.9 Governing Law

		This Agreement shall be governed by the laws of the State of California.

	4.10 Amendments

		All amendments must be in writing and shall be approved by the County Board of Supervisors and PAMF.

	4.11 General Standards

		If directly applicable to the site of services and the type of services provided, PAMF shall provide services pursuant to this Agreement in compliance with all applicable laws and rules relating to licensure and certification, including but not limited to Title XXII of the California Administrative Code, those necessary to participate in the Medicare and Medi-Cal programs and those required by the Joint Commission. Upon request, PAMF shall provide satisfactory evidence of such applicable licenses and certificates, if any. PAMF shall inform County of any notice of any incident within its operations which is likely to result in its termination from participation in Medicare or MediCal Programs.

	4.12 Confidentiality of Patient Information and Regulatory Compliance

		PAMF shall keep in strictest confidence, and in compliance with all applicable state and federal law, any patient information. PAMF shall not disclose such information except as permitted by law.

		All services to be performed by PAMF 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, 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. PAMF 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 federal, state, county, or municipal law or regulations, the requirements of the applicable law will take precedence over the requirements set forth in this Agreement.

	4.13 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 PAMF from unauthorized disclosure, except as permitted by law.

		With respect to any identifiable information concerning a Medi-Cal patient that is obtained by PAMF, PAMF: (i) will not use any such information for any purpose other than carrying out the express terms of this Agreement, which terms include billing and treatment; (ii) will promptly submit to California Department of Public Health (CDPH) and the applicable Medi-Cal plan all requests for disclosure of such information; and (iii) will not disclose, except as otherwise specifically permitted by law or this Agreement, any such information to any party other than CDPH 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 or tribunal of competent jurisdiction; and (iv) will, at the expiration or termination of this Agreement, return all such information to CDPH and the applicable Medi-Cal Plan, or maintain such information according to written procedures sent to health plan by CDPH and the applicable Medi-Cal plan for this purpose.

	4.14 Disclosure of Records

		PAMF 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 documents necessary to determine compliance with relevant federal, state, and local statutes, rules and regulations related to the performance of this Agreement, and to evaluate the quality, appropriateness, and timeliness of services performed under this Agreement. PAMF shall comply with all provisions of the Omnibus Budget Reconciliation Act of 1980 regarding access to books, documents, and records.

	4.15	Use of Names and Logos No party may use the name, logo, or corporate identity of any other party for any purpose without the prior written consent of the other party whose name, logo, or corporate identity is proposed to used (“granting party”).
		[ Signatures on the following page]

IN WITNESS WHEREOF, County, PAMF, and HPSM have duly executed this Agreement as of the dates set out beneath their respective signatures.

PAMF:

(signature)

By:________________________________________

Title:_______________________________________

Date:_______________________________________

COUNTY:

(signature)

By:________________________________________

President, Board of Supervisors, San Mateo County

Date:_______________________________________

ATTEST:

By:________________________________________

Clerk of Said Board

Date:_______________________________________

HPSM:

(signature)

By: ________________________________ _______

Title:

Date:_______________________________________

EXHIBIT A

SERVICES AND COMPENSATION

In exchange for the consideration set forth in this Agreement, to the extent that PAMF has Physician contractors in the relevant specialty to perform the services, PAMF shall perform the services described below:

A. Pediatric Neurology

1. Under the direction of the SMMC supervising pediatric physician, PAMF will provide pediatric neurology services at SMMC, including but not limited to, pediatric cases that present/are referred for brain, spinal cord, nerve, and/or muscle evaluations that have resulted in seizures, headaches, behavioral disorders, or developmental disorders. No surgery time will be scheduled for pediatric neurology services.

2. As to pediatric neurology services, PAMF agrees to provide two (2) half-day clinics of 3.5 hours each clinic session per month at SMMC. Such scheduled coverage of service shall be mutually arranged and agreed upon by members of the Department of Pediatrics under the supervision of the supervising pediatric physician. The parties agree that if clinic sessions need to be cancelled, due to, for example, illness or vacations, PAMF and SMMC shall coordinate to reschedule such clinic sessions. Further, PAMF agrees that a pediatric neurologist shall be available for non-urgent telephone and e-mail consultations with SMMC-employed or contracted physicians on such terms as may be arranged between the pediatric neurologist and the SMMC supervising pediatric physician.

A. Infectious Disease

1. PAMF also agrees to provide professional inpatient and outpatient infectious disease consultations in the Division of Infectious Disease, Department of Medicine for the patients of SMMC.

2. As to professional inpatient and outpatient infectious disease consultations, PAMF agrees to provide not less than four (4) two-week blocks of such consultation coverage during each year that this Agreement remains in effect. Such infectious disease consultation coverage shall be mutually arranged with the PAMF Chief of Infectious Diseases and the SMMC Chief Medical Officer. For the weeks covered by the Agreement, PAMF shall develop a schedule for "on-call," and/or "emergency-call" status during other than scheduled times, and for twenty-four (24) hours each Saturday, Sunday, or holiday. "On-call" and "emergency-call" are defined as being available by telephone or pager to the hospital medical staff, nursing supervisor, and administrator on call as needed.

A. Obstetrics

1. PAMF also agrees to provide professional obstetric inpatient care for up to one hundred (100) SMMC/HPSM patients per year who are admitted to Sequoia Hospital, in Redwood City, for their deliveries.

2. The provision of such obstetric inpatient care by PAMF-affiliated physicians will generally begin upon admission of specific pre-identified SMMC/HPSM patients to Sequoia Hospital and shall continue until such patients are discharged from that facility. The parties agree that if any such patients require intensive care services or other medical or surgical specialty services or consultations, PAMF-affiliated physicians may use their usual and customary consultations for provision of this care while the patients are hospitalized at Sequoia Hospital. The parties agree that PAMF is not financially responsible for compensating such consultants and that such consultants shall bill Medi-Cal for services provided to such patients. The parties agree that there may be circumstances, at the discretion of PAMF-affiliated physicians, where SMMC patients are seen on an out-patient basis before admission to Sequoia Hospital or after discharge. The parties agree that PAMF shall have responsibility for billing for services provided to such patients on an out-patient basis and that the County shall not have financial responsibility for such out-patient services. Except in cases such as those just described, SMMC shall be responsible for the provision of prenatal obstetric and gynecology care for these patients prior to their admission for delivery at Sequoia Hospital. SMMC shall also be responsible for the provision of obstetric and gynecology care for these patients after their discharge from Sequoia Hospital.

3. SMMC, HPSM, and PAMF shall collaborate to develop and finalize protocols for ensuring continuity of care for these patients as among physicians involved in rendering prenatal, delivery, and postnatal medical care.

A. Pediatrics

1. PAMF also agrees to provide professional inpatient pediatric care for the newborn infants of the up to one hundred (100) SMMC/HPSM patients per year referenced in section C, above, of this Exhibit A, who are admitted to Sequoia Hospital, in Redwood City, for their deliveries.

2. The provision of such professional inpatient pediatric medical care will begin upon the birth of the infants at Sequoia Hospital and shall continue until such infants are discharged from Sequoia Hospital. The parties agree that if any such infants require intensive care services or other pediatric or surgical specialty services or consultations, PAMF-affiliated physicians may use their usual and customary consultants for provision of this care while the infants are hospitalized at Sequoia Hospital. The parties agree that PAMF is not financially responsible for compensating such consultants. SMMC shall be responsible for providing pediatric care for these infants upon their discharge from Sequoia Hospital.

3. SMMC, HPSM, and PAMF shall collaborate to develop and finalize protocols for ensuring continuity of care for these infants as among physicians involved in rendering inpatient pediatric care at Sequoia Hospital and those providing pediatric care upon discharge from Sequoia Hospital.

A. Primary and Specialty Medical Services and Ancillary Services

1. PAMF also agrees to provide professional primary and specialty medical services and ancillary services for up to three hundred (300) patients per year, provided that each of these patients shall have been determined by the County to be medically-indigent patients for whom the County has responsibility to provide medical care under the County’s Access and Care for Everyone (“ACE”) Program pursuant to Section 17000, et seq., of the California Welfare and Institutions Code. If necessary for purposes of documenting PAMF’s charity care, County will provide documentation of patients’ financial status upon request of PAMF.

2. The County will complete the financial screening of patients who qualify for the ACE program to assure alignment with PAMF’s charity care program.

3. The parties agree that PAMF’s responsibility for patients referred under this Section E of Exhibit A to this Agreement will be limited to the provision of all primary medical services and such specialty medical services and ancillary services that PAMF has the capability and capacity to provide at the PAMF facilities at which patients referred pursuant to this Agreement are served. PAMF shall provide the County and HPSM with written notice, from time to time, of the specialty care services and ancillary services that PAMF has the capability and capacity to provide for patients referred pursuant to this Agreement. The parties agree that the SMMC shall remain clinically and financially responsible for other medical care and services (including, but not limited to, specialty medical care and ancillary services that PAMF lacks the capability and capacity to provide and inpatient care and prescription medication available through SMMC’s ACE formulary) that such patients require and to which they are entitled under the ACE Program.

4. The parties agree that the County shall appoint and employ at its expense a manager to coordinate with PAMF, including in coordinating responses to specific patient issues, and working in collaboration with PAMF to resolve unanticipated issues that arise in the course of the relationship contemplated under this Agreement. Such duties may include coordination of the financial eligibility screening process for patients referred to PAMF to assure alignment with PAMF charity care guidelines, patient education regarding how to access pharmacy benefits, the management of the referral process, coordinating responses to unanticipated referral or patient issues, and management of referral issues that require provider-to-provider problem solving and/or protocol development.

5. The parties agree that SMMC shall be responsible to maintain a complete medical record for each of the patients referred to PAMF under this Section E of Exhibit A to this Agreement and PAMF shall forward SMMC copies of medical records generated in the course of treating patients referred to them for primary care hereunder.

6. SMMC, HPSM, and PAMF shall collaborate to develop and finalize protocols for referring patients to PAMF for services under this Section E of Exhibit A to this Agreement, providing copies to SMMC of medical records generated by PAMF in connection with patient encounters taking place pursuant to this Section E of Exhibit A to this Agreement, and ensuring continuity of care for these patients as among physicians providing primary care and all other providers involved in rendering medical care to such patients.

A. It is understood and agreed by the parties that services provided under sections A, B, and E of this Exhibit A are being provided by PAMF as a community benefit and that no fees shall be charged by PAMF to County for services provided in this Exhibit A.

B. It is understood and agreed by the parties that the professional services to be provided by PAMF-affiliated physicians under sections C and D of this Exhibit A shall be provided and billed to Medi-Cal. PAMF shall be responsible for preparation and submission of billing to Medi-Cal for the professional services provided by PAMF-affiliated physicians under sections C and D of this Exhibit A.

C. PAMF also agrees to make physicians providing services described in sections A and B of this Exhibit A available participate in 12 hours of training, prior to providing services, to ensure appropriate knowledge of the SMMC ambulatory electronic medical record.

D. Physicians affiliated with PAMF who provide services pursuant to sections A and B of this Agreement shall fulfill those requirements of SMMC staff membership set forth in Article 5 of the San Mateo Medical Center Medical Staff Bylaws and maintain such staff status during the time that they provide services pursuant to this Agreement.

E. Physicians affiliated with PAMF who provide services pursuant to sections A and B of this Agreement shall adhere to all applicable provisions of the San Mateo Medical Center Medical Staff Bylaws.


EXHIBIT B

BILLING REQUIREMENTS

All PAMF-affiliated physicians providing services under sections A and B of Exhibit A to the Agreement (sometimes referred to in this Exhibit B as “Contractor” or “Contractors”) shall comply with the following billing provisions:

GENERAL DUTIES

A.	PAMF-affiliated physicians 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. County has complete authority to 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 Sections A and B of Exhibit A of this Agreement are the property of 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 pursuant to the requirements listed in this Exhibit.

AMBULATORY PATIENT

A.	Contractor shall submit to County complete, accurate, and timely encounter forms.

B.	“Complete” shall mean:

	1.		All procedure and diagnosis codes shall be present on forms in current procedural terminology (CPT) and International Classification of Diseases, 9^th Revision (ICD9) format.
	2.		Contractor name, signature, title, provider number, and date shall be present on all documentation.
	3.		Referral Authorization Form (RAF) and/or Treatment Authorization Request (TAR) will be completed by Contractor as required by Medi-Cal or Health Plan of San Mateo (HPSM) regulations.

C.	“Accurate” shall mean:

			1.	Evaluation and management (E & M) CPT codes must be consistent with level of care.
			2.	Other procedure codes must be consistent with diagnosis.
			3.	Procedures must be consistent with Medicare and Medi-Cal guidelines for medical necessity.
			4.	All Contractor services must be supported by documentation in patient chart.
			5.	All Contractor documentation must be legible.

D.	“Timely” shall mean:

			Submission of encounter forms to County within three (3) calendar days from the date of service.

E.	County will provide physician encounter forms appropriate to specialties covered under this agreement. County will also provide, at time of service, encounter forms that will be embossed or have a sticker applied with the following information:

			1.	Medical record number
			2.	Patient name
			3.	Date of birth
			4.	Date of service
			5.	Patient number
			6.	Financial class
F.	County will attach a Referral Authorization Form (RAF) with encounter form where appropriate.

III.		INPATIENT (Includes Same Day Surgery and Observation)

A.	Contractor shall submit to County complete, accurate, and timely charge slips and additional documentation needed for billing.

B.	“Complete” shall mean:

	1.		All procedure codes shall be present on forms in CPT format.
	2.		Contractor name, signature, title, provider number, and date shall be present on all documentation.
	3.		Treatment Authorization Request (TAR) will be completed by Contractor as required by Medi-Cal or Health Plan of San Mateo (HPSM) regulations.

C.	“Accurate” shall mean:

			1.	E & M CPT codes must be consistent with level of care.
			2.	Other procedure codes must be consistent with diagnosis.
			3.	Procedures must be consistent with Medicare and Medi-Cal guidelines for medical necessity.
			4.	All Contractor services must be supported by documentation in patient chart.
			5.	All Contractor documentation must be legible.

D.	“Timely” shall mean:

	Contractor charge slips are submitted to County within three (3) calendar days of date of service.


EXHIBIT C

CITIZENSHIP DUTIES OF CONTRACTOR AND OTHER SERVICES

I.	PAMF-affiliated physicians providing services pursuant to sections A and B of Exhibit A to this Agreement (each individually referred to in this Exhibit C as “Contractor”) will use reasonable efforts to meet County expectations of productivity, as determined by relevant standards and adjusted for local conditions.

II.	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 Sections A and B of EXHIBIT A.

III.	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.

IV.	Contractor will maintain appropriate medical records, including the use of dictation or other technology required by County.

V.	Contractor will make all reasonable efforts to schedule the provision of services and procedures, including but not limited to clinics, in a manner that complies with County’s staffing needs.

VI.	Contractor will make all reasonable efforts to participate in coordination and optimization of services, including but not limited to active participation in quality improvement and utilization management efforts.

VII.	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.

VIII.	Contractor will conduct himself/herself with professionalism at all times, which includes but is not limited to courteous and respectful conduct toward, and reasonable cooperation with, all County employees.



________________________________________________________________________
PAMF Signature Date


IN WITNESS WHEREOF, County, PAMF, and HPSM have duly executed this Agreement as of the dates set out beneath their respective signatures.


	PAMF:
		(signature)


		By:________________________________________

		Title:_______________________________________

		Date:_______________________________________


	COUNTY:	(signature)
		By:________________________________________
		President, Board of Supervisors, San Mateo County

		Date:_______________________________________

		ATTEST:

		By:________________________________________
		Clerk of Said Board

		Date:_______________________________________
	HPSM:
		(signature)


		By: ________________________________ _______
		Title:


		Date:_______________________________________

Section 1: PAMF’s Obligations

1.2 Qualifications

The following indicate qualifications that must be satisfied by each PAMF physician providing services under Paragraphs A and B of Exhibit A to this Agreement:

1.2.1

1.2.2

1.2.3

PAMF physicians 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).

1.2.4

PAMF physicians must not be currently excluded, debarred, or otherwise ineligible to participate in federal health care programs or in federal procurement or non-procurement programs; and they may not have been convicted of a criminal offense.

1.2.5

1.3 Services to be Performed by PAMF Physicians

1.4 General Duties of PAMF Physicians

1.4.1

Administrative and Miscellaneous Duties and Responsibilities.

1.4.2

1.4.3

1.4.4

1.4.5

A.

Their license to practice in any jurisdiction is suspended, revoked, or otherwise restricted

B.

A report pursuant to Section 805 of the California Business and Professions Code concerning such physician’s competence or conduct is made to any state medical or professional licensing agency

C.

Such physician’s privileges at any hospital, health care facility, or under any health care plan are denied, suspended, restricted, or terminated for medical disciplinary cause or reason

D.

Such physician’s controlled substance registration certificate, (issued by the Drug Enforcement Administration) if any, is being or has been suspended, revoked, or not renewed

E.

Such physician’s participation as a Medicare or Medi-Cal provider has been terminated

F.

There is a material change in any of the information the physician has provided to County concerning the physician’s professional qualification or credentials

G.

Such physician’s conviction of a crime

H.

Any breach of this Agreement by a physician affiliated with PAMF who is performing duties pursuant to this Agreement shall be reported by PAMF within thirty (30) days of receipt of such information by PAMF.

1.5 Citizenship Duties:

A.

Physicians affiliated with PAMF who provide services pursuant to Paragraph A and/or B of Exhibit A to this Agreement will comply with the terms of Exhibit C to this Agreement, which is incorporated herein by reference.

1.6 Provision of Records for County

1.7 Conflict of Interest

1.8 Non-Permitted Uses of County Premises

1.9 No Power to Contract in Name of Other Party

1.10 Regulatory Standards

1.11 Availability of Records for Inspection

1.12 Professional Standards

Section 2: Term and Termination

2.1 Term

The term of this Agreement shall commence on September 1, 2009 and, unless terminated sooner pursuant to the terms hereof, shall continue in force until August 30, 2011, after which it shall be of no further force and effect.

2.2 Extension of Term

The term of the Agreement may be extended by mutual written, signed agreement by the parties.

2.3 Termination

This agreement may be terminated by any party at any time upon ninety (90) days written notice to the other parties.

2.3.1 Automatic Termination

This Agreement shall be immediately terminated as follows:

A.

Any party’s suspension or exclusion from the Medicare or Medi-Cal Program.

B.

If any party violates the State Medical Practice Act.

C.

If any party’s professional practice imminently jeopardizes the safety of patients.

D.

If any party is convicted of a crime.

E.

If any party violates ethical and professional codes of conduct of the workplace as specified under state and federal law.

F.

Upon revocation, cancellation, suspension, or limitation of any party’s medical staff privileges at the SMMC.

G.

Upon County’s loss of certification as a Medicare and/or Medi-Cal provider.

H.

Upon the closure of the San Mateo Medical Center.

I.

2.3.2 Breach of Material Terms

2.3.3 Patient Records and Notice to Patients

Section 3: Insurance and Indemnification

3.1 Professional Liability Insurance

3.1.2

Workers’ Compensation and Employer Liability Insurance

Physicians shall have in effect during the entire life of this Agreement, workers’ compensation and employer liability insurance providing full statutory coverage.

3.1.3

County Adjustment of Insurance Coverage

If this Agreement remains in effect more than one (1) year from the date of its original execution County may, at its sole discretion, increase the amount of liability insurance to the level then customary in similar County agreements by giving (60) days notice to PAMF.