HomeMy WebLinkAboutMINUTES - 09162003 - SD.3 TO: BOARD OF SUPERVISORS CONTRA COSTA
FRC''!M: William Walker, M.D.
COUNTY
Health Services Director
DATE: September 3, 2003
SUBJECT: Agreement for Contra Costa Health Services to Participate with Community Partners in
Receiving and Operating the Ronald McDonald Care Mobile in Contra Costa County for
Provision of Dental Care Mobile Services
SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION
Recommendation:
AUTHORIZE the Health Services Director or his designee, Wendel Brunner, M.D., to sign a grant and
licensing agreement and an operating agreement with Ronald McDonald House Charities, Inc. in
conjunction with our community partners --John Muir/Mt. Diablo Health System, La Clinica de La Raza,
and Brookside Community Health Center— to receive a grant of Ronald McDonald Care Mobile and to
operate this as a Dental Care Mobile in the communities of Contra Costa County for the benefit of its
residents.
Backend;
County employees, currently staff in the Children's Oral Health Program of the Public Health Division's
Maternal & Child Health Programs, will be responsible to develop public awareness of the service,
make referrals to the mobile clinic, provide educational sessions and educational materials, and recruit
volunteer dental health professionals from the communities.
Fiscal Impact:
No additional funding is required or anticipated.
CONTINUED ON ATTACHMENT: 0 YES U NO SIGNATURE
x ' RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE
APPROVE OTHER
SIGNATURE(S):
ACTION OF BOARD#—Taqn
S2003 APPROVED AS RECOMMENDED X OTHER_X
.'EE AITAaM AMENM.
VOTE OF SUPERVISORS
UNANIMOUS (ABSENTNM ) 1 HEREBY CERTIFY THAT THIS IS A TRUE AND
CORRECT COPY OF AN ACTION TAKEN AND
AYES: NOES: ENTERED ON THE MINUTES OF THE BOARD OF
ABSENT: ABSTAIN: — SUPERVISORS ON THE BATE SHOWN.
ATTESTED, j_1,6, 2003
CONTACT PERSON: Cheri Pies(313-621-54) JOHN SWEETEN,CLERK OF THE BOARD OF
SUPERVISORS AND COUNTY ADMINISTRATOR
CC: Public Health Director 4
Health Services Director � r
Family, Maternal&Child Health Programs
BY Uf., c k :''M1 E``' .. ; DEPUTY
ADDENDUM
SD.3
September 16, 2003
On this day the Board CONSIDERED approving and authorizing the Health
Services Director, or designee, in conjunction with John Muir/1\4t. Diablo
Health System, La Clinica de la Raza and Brookside Community Health
Center, to execute a licensing agreement with Ronald McDonald House
Charities, Inc., to allow the County receive a grant of a Ronald McDonald
Care Mobile and to operate it as a Dental Care Mobile in Contra Costa
County for a period of five years Brom the delivery date of the Care Mobile.
The Board requested comments from the public, but there were no speakers.
After conclusion of further discussions, the Board took the following action:
• APPROVED and AUTHORIZED the Health Services Director, or designee,
in conjunction with John Muir/Mt. Diablo Health System, La Clinica de la
Raza and Brookside Community Health Center, to execute a licensing
agreement with Ronald McDonald House Charities, Inc., to allow the
County receive a grant of a Ronald McDonald Care Mobile and to operate it
as a Dental Care Mobile in Contra Costa County for a period of five years
from the delivery date of the Care Mobile;
• APPROVED contract contingent upon changes from County Counsel.
`010
GIST AND LICENSE AGREEMENT
dated as of the __ clay of , 2003
(hereinafter referred to as the"Agreement")
AMONG:
RONALD McDONALD HOUSE CHARITIES,INC.
a non-profit corporation incorporated under the
laws of the State of Illinois(hereinafter referred to as`?,MHC"),
-and
JOHN Mt nmr.DIABLO HEALTH SYSTEM
a nonprofit,public benefit corporation,
dba Comms Health Alliance('VHA. ),
-and-
CONTRA COSTA HEALTH SERVICES,
a division of Contra Costa County,
a political sub-division ofthe State of California("CCHS"),
-and-
LA CIINICA DE LA RAZA,
a nonprofit,public benefit corporation("La Climi€&%
-and-
BROOKSIDE CONIMUN"ITY HEALTH CENTER,
a non-profit,public benefit corporation CSCHC')
CHA, CCHS,La Clinica and BCHC
shall hereinafter collectively be referred to
as"Licensees",and separately as"Licensee"
WHEREAS, R.MHC through its charitable grants is dedicated to promoting the well.-
being of children through supporting programs in several areas,including dental care;and
MWREAS, Licensees among other purposes, are dedicated to promoting the health and
well-being of children;and
WHEREAS, RMHC has arranged for the purchase from LifeLine Shelter Systems, Inc.
(hereinafter referred to as "Seller") of a new mobile dental care unit as more particularly
described on Exhibit A which will be attached to this Agreement on or before the Delivery Date
(defined below) and signed by all parties(hereinafter referred to as the `Ronald McDonald Care
Mobile'), which RMHC desires to grant to Licensees for use in Licensees' dental care activities
directed towards children;and
'WHEREAS, RMHC has the right to sublicense to Licensees certain trade and service
marks relating to Ronald McDonald House Charities which are specified in Exhibit B
(hereinafter referred to as the "Marks") and any copyrights relating to or arising from the use of
the Marks, all of which are owned solely or jointly by McDonald's Corporation or one of its
affiliates;and
WHEREAS, Licensees desire to receive the grant of the Ronald McDonald Care Mobile
and acquire permission to use the Marks and related copyrights in connection with the operation
of the Ronald McDonald Care Mobile upon the terms and conditions hereinafter contained;and
WHEREAS,in order to preserve the international goodwill of RMHC, protect the Marks,
and ensure uniformity in its charitable grants programs, it is necessary to impose certain
restrictions and obligations on Licensees as hereinafter set forth.
NOW, THEREFORE; in consideration of these premises and the mutual covenants herein
contained,the parties hereto agree as follows.
1. Grant of Ronald McDonald Care Mobile. Pursuant to the terms of that certain
Ronald McDonald Care Mobile Purchase Agreement by and between RMHC,as Purchaser,and Seller
(such agreement having been delivered to Licensees and hereinafter referred to as the "Purchase
Agreement"), RMHC has paid Seller for costs of the features of the Ronald McDonald Care Mobile
as selected by Licensees and detailed on Exhibit A. In furtherance of RMHC's mission to support
programs through grants that advance the dental care of children, RMHC, as a charitable grant to
Licensees,has arranged for Seller to deliver to CHA possession of; and title to,the Ronald McDonald
Care Mobile, and for the Term of this Agreement, CHA shall be entitled to own, and Licenses entitled
to operate the Ronald McDonald Care Mobile in accordance with the terms of this Agreement. The
actual date of delivery of the Ronald McDonald Care Mobile to CHA by Seller shall be referred to
hereinafter as the"Delivery Date."
2. Grant ofRights. RMHC hereby grants to Licensees the non-exclusive,royalty-free right
to use the Marks only(a)in connection with the operation of the Ronald McDonald Care Mobile in a
manner consistent with the terms of this Agreement;(b)as specified in Paragraph 7(1)ofthis Agreement;
and (c) in accordance with the Ronald McDonald Care Mobile Program Standards which are
attached hereto as Exhibit C of this Agreement (the "Standards'). Licensees acknowledge the
validity and ownership of the Marks in McDonald's Corporation and agrees that they will do
nothing inconsistent with such ownership. Licensees agree that nothing in this Agreement shall give
Licensees any right, title or interest in the Marks other than the right to use the Marks in
accordance with this Agreement, and that Licensees' right to use the Marks shall exist only for the
limited purposes expressed herein and only for so long as this Agreement remains in effect. All
rights not expressly granted to Licensees in this Agreement are reserved by RAMC and
McDonald's Corporation. Licensees shall have no right to sublicense, assign or transfer to
another party the right to use the Marks. RMHC reserves the right to place or replace from time to
time on the Ronald McDonald Care Mobile the marks, logos or other identifying information of
donors who support RMHC and the Ronald McDonald Care Mobile program.
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3. - Grant Ba,oses. Licensees shall use the Ronald McDonald Care Mobile only to
provide free(at no cost to the patients),high duality dental care directly to underserved children in
a geographic area as determined by Licensees (the "Ronald McDonald Care Mobile program").
Provided,however,that if a patient has insurance or would be eligible for a local, state or federal health
care assistance program,Licensees may seek reimbursement from such resource. As part of the Ronald
McDonald Care Mobile program,Licensees will provide dental screenings, diagnosis and treatment
of chronic dental disease and dental health education within the Ronald McDonald Care Mobile to
children whose dental care needs are underserved and will act in conformance with the Standards. Such
dental care activities shall hereinafter be referred to as the "Grant 'Purposes." Licensees
acknowledge and agree that (a) RMHC is making a charitable grant of the Ronald McDonald Care
Mobile to Licensees in fintherance of RMHC's tax-exempt purposes, (h) RMHC is in no way
participating in,and has no responsibility for,or duty to supervise,the operation of the Ronald McDonald
Care Mobile or the dental activities conducted therein,(c)RMHC skull have no liability whatsoever for
the acts or failures to act of Licensees and their agents, employees, servants and volunteers in
connection with the ownership,operation or utilization of the Ronald McDonald Care Mobile, and(d)
each Licensee is responsible for theist owm acts or failures to act and their agents, employees, servants
and volunteers in connection with the ownership, operation or utilization of the Ronald McDonald
Care Mobile. This Agreement does not, and is not intended to, create a partnership,joint venture,
joint enterprise, association or mutual agency among Licensees, RMHC, McDonald`s Corporation or
their affiliates.
4. Team. The Term of this Agreement shall be for five years from the Delivery Date,
unless this Agreement is terminated earlier pursuant to the provisions of Section 10 hereof The
original Term of this Agreement may be extended by the execution of a new Agreement between
RMHC and Licensees on terms satisfactory to all parties.
5. Representations and. Warranties of Licensees. Licensees hereby represent and
warrant to R1-IC as true and comms the following:
(a) CHA, La Clinica, and PCNA are not for profit corporations duly
incorporated,validly existing, and in good standing under the laws of the State of
California. CCHS is a division of a political sub-divisionn of the State of
California duly constituted,validly existing and in good standing. Licensees have
all corporate power, authority and permits or authorizations necessary to own and
operate their properties and to carry on their activities, including the ownership and
operation ofthe Ronald McDonald Care Mobile. The fiscal year of CHA ends on
December 31.
(b) Licensees are recognized by the Internal Revenue Service ("IRS")
as organizations which are entitled to receive tax deductible contributions under
Section. 170 of the Internal Revenue Code of 1986, as amended (the "Code"). The
foregoing IRS determination shall hereinafter be referred to as the "Tax Ruling."
Licensees are not aware of any challenge (pending or threatened) by the IRS that
would adversely affect the Tax Ruling. The ownership and operation of the Ronald
McDonald Care Mobile by Licensees shall constitute a "charitable" activity
within the meaning of Section 501(c)(3)of the Code and shall not adversely affect
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Licensees"Tax.Ruling.
(c) Licensees have the requisite power and authority to enter into, and
perform their obligations under the Agreement, and no approval or consent of any
third party is necessary in connection therewith.. Licensees have the necessary
resources, experience, and qualifications to enter into and performtheir covenants
under this Agreement. This Agreement,together with all other agreements,documents
and instruments executed in connection herewith. by Licensees constitute valid and
legally binding obligations of Licensees, and are enforceable against Licensees in
accordance with their terms.
(d) Neither the execution and delivery of this Agreement by Licensees
nor the performance by Licensees of their obligations hereunder'will violate or
conflict with any provision of the organizational documents or statutes pertaining to
Licensees or violate or conflict with any provision of any laws applicable to Licensees
or their activities or assets.
6. Representations and Warranties of RMHC RMHC hereby'represents and warrants
to Licensees that:
(a) RMHC is a non-profit corporation duly organized,validly existing and
in good standing under the laws of Illinois.
(b) The Marks are the valid and subsisting trademarks and service
marks of McDonald's Corporation, RMHC has the authority to sublicense the
Marks to Licensees pursuant to the terms and conditions of this Agreement, and the
use of the Marks by the Licensees as contemplated herein will not infringe upon the
rights of any third party.
7. Covenants of Licensees. In addition to the covenants'of Licensees set forth
elsewhere in this Agreement,Licensees covenant and agree as follows:
(a) Licensees shall maintain their Tax Ruling and shall immediately
notify RMHC of any change or threatened change of the Tax Ruling.
(b) Throughout the term of this License, a purpose of Licensees shall be
the furtherance of dental care for children. The conduct of Licensees' activities,
including the operation of the Ronald McDonald Care Mobile and participation in the
Ronald McDonald Care Mobile program, shall comply with all laws applicable to
Licensees and their activities or assets, and Licensees shall maintain in good
standing all permits, licenses, accreditations, or other authorizations (collectively
"Permits") required for the conduct of their activities, including the ownership and
operation of the Ronald McDonald Care Mobile. Licensees shall promptly notify
RMHC of any pending or threatened revocation of any Permits.
(c) At the request of RMHC, Licensees shall comply with certain
provisions of the Purchase Agreement required of Licensees as `°RMHC's designee,"
including, but not limited to: (i) supplying certain items of dental equipment to be
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installed in the Ronald McDonald Care Mobile, (ii) participating in all inspections
and verifications of the Ronald McDonald Care Mobile; (iii) paying Seller or
reimbursing RMHC for the cost of modifications to the Ronald McDonald Care
Mobile beyond the specifications described in Exhibit A; and (iv)participating in all
training programs offered by Seller relating to the operation of the(Ronald McDonald
Care Mobile.
(d) Licensees shall have the sole responsibility and liability for the
operation of the Ronald McDonald Care Mobile and all dental activities conducted
therein. Licensees shall be the only authorized owner and operator of the Ronald
McDonald Care Mobile, and Licensees shall not assign, sublicense, sublease or
subcontract the use and operation of the Ronald McDonald CareMobile to any
other party or person or allow any other party to use the Ronald McDonald Care
Mobile. The use of the Ronald McDonald Care Mobile shall at all times be
consistent with the Grant Purposes, and shall not detract from the immense good
will and excellent reputation of RMHC and the Marks. Licensees shall operate the
Ronald McDonald Care Mobile in a manner that (a) provides high quality dental
care for the patients, and (b) conforms to, and is consistent with, all operating
manuals and manufacturers' warranties relating to the Ronald McDonald Care
Mobile, including all operating manuals, checklists, maintenance manuals and
manufacturer's warranties contained in the Owner's Manual delivered to Licensees
by Seller, and as supplemented or amended from time to time by Seller.
(e) Licensees shall provide adequate and proficient staffing (including to
the extent applicable, a Ronald McDonald Care Mobile manager, drivers, technicians,
nurses, dentists, dental hygienists, and support staff)and necessary supplies for the full
time operation of the Ronald McDonald Care Mobile consistent with the Grant
Purposes. All staff for the Ronald McDonald Care Mobile shall have all necessary
Permits for their duties. It shall be the sole responsibility of Licensees to (a)make
certain that all personnel performing services in the Ronald McDonald Care
Mobile have suitable backgrounds, are properly qualified, and have adequate
training for their duties, and(b) supervise and review the conduct of all personnel
performing services within the Ronald McDonald Care Mobile (including
independent contractors)to ensure compliance with this Agreement.
(f) Licensees shall at all times maintain the Ronald McDonald Care
Mobile in good repair and operating condition and shall promptly repair or replace
any damaged, defective or inoperable part of the Ronald McDonald Care Mobile.
Licensees shall comply with all maintenance schedules applicable to the Ronald
McDonald Care Mobile, including the maintenance manual referenced in
subparagraph (d) above. Pursuant to the Purchase Agreement,' Licensees are
entitled to the benefit of certain manufacturer's and Seller's warranties regarding
the Ronald McDonald Care Mobile and related equipment, but the absence or
non-applicability of any warranty to a damaged or defective component of the
Ronald McDonald Care Mobile shall not affect Licensees' obligations to repair or
replace such component. Licensees acknowledge that RMHC is not responsible for
5
any warranties relating to the Ronald McDonald Care Mobile, and RMHC shall
have no liability to Licensees or any third party resulting from the improper
design, operation or manufacture of the Ronald McDonald Care Mobile.
(g) Licensees shall at all times operate the Ronald McDonald Care Mobile
in conformance with the Standards established by RMHC as set forth in Exhibit C
of this Agreement, which Standards may be amended from time to time by the
unilateral action of RMHC. Provided, however, that RMHC shall give CHA at
least sixty (60) days advance written notice prior to the effective date of any
amendment to the Standards. Licensees shall create an Advisory Council to
provide oversight in the development and operation of the Ronald McDonald Care
Mobile. The membership of the Advisory Council shall include a representative from
the local RMHC chapter.
(h) Commencing as of the Delivery Date, Licensees shall obtain and
continuously maintain throughout the Term of this Agreement: (i) workers
compensation with statutory maximum limits and employers liability insurance
with limits not less than $1,000,000 for all personnel providing services in the
Ronald McDonald Care Mobile; (ii) commercial general liabilityinsurance with
Emits of not less than $5,000,000 each occurrence and in the aggregate for bodily
injury and property damage; (iii) business auto insurance with limits not less than
$5,000,000 for bodily injury and property damage for each accident and physical
damage coverage on the Ronald McDonald Care Mobile covering collision and
comprehensive on a replacement cost basis; and (iv) professional liability
insurance covering the acts or omissions of all personnel rendering services within
the Ronald McDonald Care Mobile in amounts consistent with similar policies
maintained by La Clinica and BCHC. RMHC and McDonald's Corporation as
their interests may appear shall be named as additional insureds with respect to the
commercial general liability insurance and business auto insurance policies, and such
policies shall be endorsed to be primary and noncontributory with respect to any
policies carried by RMHC and McDonald's. The workers' compensation and
employers liability insurance shall be endorsed to provide for a waiver of
subrogation in favor of RMHC and McDonald's Corporation. Licensees shall
provide RMHC with proof of compliance with these insurance requirements on
each anniversary date of the Delivery Date, and shall promptly notify RMHC of
any change, modification or cancellation of any insurance required hereunder. The
requirement of Licensees under Section 7(f) to repair or replace any damaged
component of the Ronald McDonald Care Mobile shall not be affected by any
failure of Licensees to receive insurance reimbursement.
(i) Licensees shall not alter the Marks or the marks of RMHC donors
or change their placement on the Ronald McDonald Care Mobile. ',Licensees may
use their names and identifying marks (as well as names of donors) on the Ronald
McDonald Care Mobile only as approved in advance by RMHC. RMHC
aclmov&dges that it shall not acquire any right,title or interest in or to the marks of Licensees
or their donors.
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(j) Licensees shall secure the necessary fundraising from donors
(including the local RMHC chapter) in order to finance the ongoing operations of
the Ronald McDonald Care Mobile.
8. Inspection of Marks. At all times during the term of this Agreement, and upon
reasonable advance notice, RMHC, (the `local RMHC chapter"), or their
designees, shall have the right to periodically inspect the Ronald McDonald Care Mobile and its
operation in order to (a) determine that the Licensees are complying with the terms and conditions
of the grant of Marks under this Agreement, (b) assess the success of the Ronald McDonald Care
Mobile program, and(c)to gather information in order to improve the Ronald McDonald Care Mobile
program.
9. Reporting- �RMHC. CHA shall provide in writing to RMHC the information
listed in the Standards attached hereto as Exhibit C.
10. Termination.
(a) This Agreement shall terminate upon the first to occur of the
following events:
(i) The expiration of the Termm without the execution by
RMHC and Licensees of a new Agreement;
(ii) Thirty (30)days following receipt by one party from
any other party of a written election to terminate this Agreement
without cause;
(iii) Immediately upon receipt by CHA of RMHC's
written notice that this Agreement is terminated due to a breach or
non-fulfillment of a covenant or representation of Licensees under
Sections 7(b), (d),(e)or(f)of this Agreement,
(iv) Upon the failure of Licensees to cure any breach or
nonfulfillment of a covenant or representation of a Licensee under
this Agreement, within the time period specified in RMHC's
written notice to CHA of such breach or nonfu:lfllment;or
(v) Immediately upon the dissolution of a Licensee,
having a receiver appointed for a Licensee, a Licensee's assigning
assets for the benefit of creditors, or having bankruptcy or insolvency
proceedings commenced by or against a Licensee.
(b) RMHC shall have the right to terminate this Agreement
immediately upon the sale or transfer of substantially all of the assets of a Licensee,
or the merger or other reorganization of a Licensee where Licensee is not the
surviving entity. Licensees shall promptly notify RMHC of any proposed transfer,
7
sale or merger,notwithstanding any confidentiality provisions in effect.
(c) Upon termination of this Agreement; Licensees shall immediately
surrender possession of the Ronald McDonald Care Mobile (including all original
equipment installed therein, but not equipment and/or supplies subsequently
installed at Licensees' expense)to RMHC or its designees, deliver to RMHC or its
designees all manuals, warranties, and instructional booklets relating to the Ronald
McDonald Care Mobile and equipment, and immediately cease the further use of
any Marks, including any resemblance of the Marks which might deceive or be
likely to cause confusion of the general public. Licensees shall either surrender to
RMHC or destroy all promotional materials then in their possession or control
using or displaying the Marks. Licensees shall execute all documents required to
transfer title of the Ronald McDonald Care Mobile to RMHC or RMHC's
designee.
11. Indemncation. Licensees, jointly and severally, shall indemnify, defend and
hold harmless McDonald's Corporation, its subsidiaries, affiliates and franchisees, RMHC, and
their trustees, officers, employees and. agents(collectively, the 'Indemnified Persons") from and
against any and all claims, liabilities, judgments, penalties, settlements, losses, damages and
expenses, including court costs and reasonable attorneys" fees, incurred or suffered by the
Indemnified Persons which arise out of:
(a) The ownership, operation or use of the Ronald McDonald
Care Mobile, including all activities conducted within the Ronald
McDonald Care Mobile, provided, however, that no Licensee shall
be responsible for the acts or omissions of another Licensee while
such ether Licensee is operating or using the Ronald McDonald
Care Mobile; or
(b) Any breach of, or failure by a Licensee to perform., any of
its representations, warranties, covenants or agreements in or udder this
Agreement.
RMHC agrees to indemnify and hold Licensees harmless from and against any and all claims,
liabilities,judgments, penalties, settlements, losses, costs, damages, and expenses, including court
costs and reasonable attorneys`fees, arising by reason of or in connection with allegations of trademark
or copyright infringement based upon specifically authorized uses of the Marks or copyrights provided
to Licensees herein.
12. Licensees' cooperation with the local RMHC_!hh te7r. The local RMHC chapter
serves an important function in charitable and fundraising activities within the community. At all
times during the term of the Agreement, Licensees agree to My cooperate'with the local RMHC
chapter in its promotional events benefiting children as reasonably requested by the local RMHC
chapter;provided however, that any requests from the local RMHC chapter in this regard shall not
interfere with any clinical services scheduled by Licensees for the Ronald McDonald Care Mobile.
13. Copyrihg ts.. All copyrighted works created, derived or arising from the use of the
8
copyrighted materials provided under the Ronald McDonald Care Mobile program shall belong
to RMHC and shall bear the following copyright notice: `V 20 RMHC,"where the year is that in
which the work was created.. All trademarks, designs and sloganscreated or developed by or on behalf
of Licensees which relate to or arise from the use of the Marks licensed to Licensees hereunder are
hereby assigned to McDonald's Corporation. All rights not expressly granted to Licensees in this
Agreement are reserved by RMHC,McDonald's Corporation or their affiliates.
14. General.
(a) This License and all rights and duties hereunder are personal to
Licensees and shall not be assigned, sublicensed or otherwise encumbered by
Licensees or by operation of law.
(b) The obligations of the parties under Section 11 shall survive the
termination ofthe License.
(c) This License shall. be construed and interpreted in accordance with the
laws of the State of iin ois without giving effect to choice of law principles.
(d) All notices, reports and statements to be made hereunder shall be sent
by certified mail, return receipt requested, or by express mail. or 'other overnight
delivery,with return receipt requested,and sent
If to RMHC, addressed to:
Kenneth Baran
President and Chief Executive Officer
Ronald McDonald House Charities, Inc.
Kroc Drive
Oak Brook,Illinois 60523
If to CHA, addressed to:
John Muir/Mt. Diablo Health System
Community Health Alliance
1341 Galaxy Way, Suite D
Concord, CA 94520
Attn.: Lynn IT Baskett
Executive Director
If to CCHS, addressed to:
Contra Costa Health Services
597 Center Avenue, Suite 365
Martinez, CA 94559
Am.: Cheri Pies,MSW,DrPH
Director,FMCH Programs
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If to La Clinica, addressed to:
La Clinica de la Raza
1515 Pruitvale Avenue
Oakland, CA 94601-2355
Attn.: Sane Garcia
Chief Executive Officer
c.c.: La Clinica de la Raza
339 E. Leland Drive
Pittsburg, CA 94565
Atte.: Viola Lujan
Contra Costa County Area Director
If to BCHC, addressed to:
Brookside Community Health Center
2023 Vale Road, Suite 107
San Pablo,CA 94806
Attn.: Margie Boleyn
Executive Director
Notices shall be deemed given when delivered and receipted for (or upon the date of attempted
delivery where delivery is refused).
(e) This Agreement and the exhibits and schedules hereto set forth the
entire agreement between the parties and supersede any prior agreements and
understandings between the parties, their officers, directors, employees or agents
relating to the subject matter hereof. Except for modifications to Exhibit C which
may be made by RMHC without the consent or joinder of Licensees,no terms of this
Agreement may be waived or modified except as expressly agreed to, in writing, by
all parties.
(f) No party to this Agreement(including any of their respective affiliates
or agents) shall issue any press release or public announcement regarding the
execution of this Agreement or the transactions contemplated hereby without the
consent ofthe all parties.
(g) This Agreement shall bind, inure to the benefit of and be enforceable
by the parties hereto and their respective successors and permitted assigns. This
Agreement and the rights and obligations hereunder shall not be assignable or
delegable by Licensees.
(h) A waiver by RMHC of a breach or failure to perform by the Licensees
under this Agreement shall not constitute a waiver of any subsequent breach or failure.
(i) The descriptive headings in this Agreement are inserted for
convenience of reference only and do not constitute a part ofthis Agreement.
10
IN WITNESS VaMREOF, the parties hereto have hereunto executed this Agreement with effect as
of day of , 2003.
RONALD McDONALD HOUSE CHARITIES, INC.
By:
Name:
Title:
By:
Name:
Title:
JOHN N[URVW.DIABLO HEALTH SYSTEM
By:
Name:
Title:
CONTRA COSTA HEALTH SERVICES
By:
Name:
Title:
ILA CIJNICA DE LA.RAZA
By:
Name:
Title:
BROOKSIDE COMMUNITY HEALTH CENTER
By:
Name:
Title:
F:1Chat\011000-011999\011079\11079-M RMHC Contra Cola.@ao
li
EXEMIT A
RONALD McDONALD CARE MOBILE CAB AND CHASSIS SP'ECIF'ICATIONS
RONALD MCDONALD HOUSE JOHN MUHW T.DIABLO HEALTH SYSTEM
CHARITIES, INC.
By: By:
Name: Name:
Title: Title:
Date: Date:
CONTRA COSTA HEALTH SERVICES LA CLINICA DE LA RAZA
By: By:
Name: Name:
Title: Title:
Date: Date:
BROOKSIDE COMMUNITY F EAL,TH CENTER
By:
Name:
Title:
Date:
12
EXHIFBIT B
MARK DESIGNATION IN U.S.
RONALD McDONALD HOUSE 9
RONALD WDONALD 9
RONALD McDONALD CHARACTER AND LIKENESS 9
RONALD McDONALD HOUSE CHARITIES
RONALD McDONALD HOUSE CHARITIES Logs►
RMHC
RONALD McDONALD CARE MOBILE Logo TM
RONALD McDONALD CARE MOBILE TM
The designation of the Marks may be placed after either the first use or the
most prominent use of the Mark on the page in lieu of after each use.
RONALD McDONALD HOUSE JOHN MUIR/MT.DIABLO HEALTH SYSTEM
CHARITIES, INC.
By: By:
Name: Name:
Title: Title:
Date: Date:
CONTRA COSTA HEALTH SERVICES LA CLINICA DE LA RAZA
By: By:
Name: Name:
Title: Title:
Date: Date:
BROOKSIDE COMMUNITY BEALTH CENTER
By:
Name:
Title:
Date:
13
...........................................
EXIEBIT C
RONALD McDONALD
CAME MOBILE PROGRAM STANDARDS
The following Standards are to be followed by each Licensee (as defined in the Grant and License
Agreement) of the Ronald McDonald Care Mobile. Overall, RMHC's mission is to promote the
health and well being of children around the world. To this end, RMHC has donated the Ronald
McDonald Care Mobile to health systems/hospitals who will bring free, high quality medical and
dental care to underserved children ages 0 to 21 in both rural and urban areas, domestically and
internationally. These Standards may be amended by RMHC from time to time in order to improve
the quality ofthe worldwide Ronald McDonald Care Mobile program.
In addition to the provisions described in the Grant and License Agreement, each Licensee's Ronald
McDonald Care Mobile program shall.
• Directly benefit children ages 0 to 21;
• Have consistent and effective management;
• Have clear goals and objectives;
• Display a base of funding support for ongoing operations and administration;
• Provide services in accordance with Licensee's Patient Bill ofRights;
• Be in compliance with RMHC's non-discrimination policy(see below);
• Remonstrate the ability to respond to the needs of specific groups of children in a manner that
yields measurable results;and,
• Prominently display the RMHC name/logo and Ronald McDonald Care Mobile logo in
all promotional materials.
Non-Discrimination Policy
It is the policy of Ronald McDonald House Charities to provide equal opportunity to all employees
and applicants for employment (including volunteers) and to treat them fairly, consistent with all
applicable laws and without regard to race,color, sex,religion,national origin,',age, disability,veteran
status, sexual orientation or any other prohibited basis. RMHC also does not tolerate any form of
harassment,joking remarks, or other abusive conduct of anyone because of their race, color, sex,
religion, national origin, age, physical or emotional ability, disability, veteran status or sexual
orientation. RMHC expects each Licensee to adhere to this non-discrimination policy, and further,
expects each Licensee to treat the children and their families served by the Ronald McDonald Care
Mobile program fairly and without regard to race, color, sex, religion, national origin., physical or
emotional ability, disability or sexual orientation.
Personal Use of the Ronald McDonald Care Mobile
The Ronald McDonald Care Mobile may be used only as specified in the Grant and License
Agreement. Uses for personal purposes(including political uses)are strictly prohibited.
14
Reporting Requirements
In accordance with Section 9 of the Grant and License Agreement, CHA, on behalf of all Licensees,
shall develop and submit to RMHC a written program summary 7�a�y report every six months from the
delivery elate of the Ronald McDonald Care Mobile. The program summary shall include the
following:
• List of community partners;
• Description of geographic areas served by Ronald McDonald Care Mobile;
• Number of children served;
• Demographics of children served;
• Description of diagnoses;
• Number of sites visited;
• Description of services provided;
• Summary of community event participation;
• Description of support from.local RMHC chapter;
• Plans for program expansion;
• Any other information Licensees determine is important to measure the success of its Ronald
McDonald Care Mobile program;and,
• Other information RMHC may reasonably determine to be important to measure the success of
Licensee's Ronald McDonald Care Mobile program.
In addition, RMHC requires that the following be submitted annually by CIA, within a reasonable
period of time after the end of CHA's fiscal year(not to exceed nine months):
• Operational and administrative budgets for Licensees' Ronald McDonald Care Mobile program
with costs to date;
• Audited Financial Statements and Form 990 for CHA;and,
• Auditor's Other Financial information (OFi) Report pertaining to CHA's Ronald McDonald
Care Mobile program..
Finally,the Licensees must submit on or before each Anniversary of the Delivery Date,the necessary
certificates evidencing compliance with the insurance requirements set forth in Section 7(h) of the
Grant and License Agreement.
Patient Acknowledg Tient
Each Licensee shall place the following disclaimer on the consent of forms signed by the patients or
their guardians:
*This Ronald McDonald Care Mobile is made passible by a grant for the Ronald
McDonald House Charities, Inc. ("RMHC"), a non-profit, tax-exempt charitable
corporation. RMHC has no responsibility or liability for the operation of this Ronald
McDonald Care Mobile or any of the dental activities conducted herein.
15
Licensees shall prude RMHC with a copy of such consent forms with the above disclaimer.
RONALD McDONALD HOUSE JOHN MUMtMT.DIABLO HEALTH SYSTEM
CHARITIES,INC.
By: By:
Name: Name:
Title: Title:
Date: Date:
CONTRA COSTA HEALTH SERVICES LA CLINICA DE I.A RAZA
By: By:
Name: Name:
Title: Title:
Date: Date:
BROOKSIDE COMMUNITY HEALTH CENTER
By:
Name:
Title:
Bate:
16
OPERATING AGREEMENT
DENTAL CARE MOBILE,A Contra Costa Collaborative
This Operating Agreement("Agreement")is made this day of 2003 by
and between the John Muir(Mt. Diablo Health System dba Community Health Alliance,a non-profit,public
benefit corporation('CHK),Contra Costa Health Services,a division of Contra Costa County,a political
sub-division of the State of California("CCHS"),La Clinica de la Raza,a non-profit public benefit
corporation("La Clinica")and the Brookside Community Health Center,a non-profit public benefit
corporation(`BCHC"). CHA,CCHS,La Clinica and BCHC are sometimes referred to in this Agreement
as a"Party"or,collectively,as the"Parties."
RECITALS
WHEREAS,the Parties to this Agreement are dedicated to promoting the health and well-being
of low-income children residing within Contra Costa County.
WHEREAS,the Parties to this Agreement have entered into a Grant and License Agreement
dated with Ronald McDonald House Charities,Inc. (the'?IVMC Agreement")under which the
Parties have been granted the right to operate a mobile dental clinic (the"Dental Care Mobile")provided
by Ronald McDonald House Charities,Inc.
WHEREAS,the Parties intend that this Agreement shall set forth the duties and responsibilities of
the Parties with respect to the operation of the Dental Care Mobile.
AGREEMENT
THE PARTIES HERETO AGREE AS FOLLOWS:
ARTICLE I
OBLIGATIONS OF CHA
1.1 Licensure and Possession of Dental Care Mobile. CHA shall be listed as the registered
owner[confirm]of the Dental Care Mobile and shall be responsible for the physical possession of the
Dental Care Mobile. CHA shall arrange for a storage location for the Dental Care Mobile when it is not in
use by the Parties.
1.2. Dental Care Mobile Driver. CHA shall hire a driver(the"Dental Care Mobile Driver")
to drive the Dental Care Mobile. CHA shall ensure that the Dental Care Mobile Driver is properly licensed
by the California.Department of Motor Vehicles for the operation of the Dental Care Mobile. The salary
and benefits,if any,of the Dental Care Mobile Driver shall be paid by CHA The Dental Care Mobile
Driver,under the direction of CHA,shall be responsible for driving the Dental Care Mobile to its various
sites of service and returning the Dental Care Mobile to its storage location at the end of each use. In
addition to driving the Dental Care Mobile,the Dental Care Mobile Driver shall assist with particular
administrative tasks related to patient processing as may be requested by CHA.
1.3. Set-Up and Maintenance of Dental Care Mobile. CHA shall be.responsible for
coordinating the following set-up and maintenance for the Dental Care Mobile:
(a) Initial preparation;
(b) General maintenance and upkeep,
(c) Cleaning,
(d) Repairs,
1
(e) Set-Up and break doyen at each site of service;
(f) Stocking of non-medical/non-dental supplies,including,But not limited to such
products as soap and paper products;and
(g) Overseeing proper sharps disposal in compliance with state law and in
accordance with industry standards.
The costs related to the Set-Up and Maintenance as set forth above,shall be borne by the Parties
as set forth in Article VIII below.
1.4. Administrative Services. CHA shall be responsible for the overall coordination relating
to the specific locations where the Dental Care Mobile will provide services.This shall include,but not be
limited to, identifying appropriate sites of service and securing parking contracts as needed for the various
sites of service.
ARTICLE H
OBLIGATIONS OF CCHS
2.1. Public Awareness. CCHS shall be responsible,at its own cost,for publicizing the
services offered by the Dental Care Mobile at the various schools within Contra Costa County selected by
the Parties by performing the following services:
(a) Meet with school principals;
(b) Participate in teacher"in-service"sessions;
(c) Participate in parent meetings through the Parent Teacher Associations
associated with each school;
(d) Participate in"Back to School Aright"for each school;
(e) Participate in Student Registration sessions for each.school;
{f) Coordinate the distribution and collection of medical history/consent packages
in English and Spanish at the selected schools,as appropriate;and
(g) Determine initial appropriateness for mobile clinic services for the students of
the various schools.
2.2. Referral List. CCHS shall be responsible,at its own cost,for developing and
maintaining a referral list of dentists and other specialists for children who have conditions not eligible for
treatment at the Dental Care Mobile.
2.3. Outreach Plan. CCHS shall be responsible,at its own cost,for developing,designing
and implementing an outreach plan to make the community aware of the services provided by the Dental
Care Mobile.
2.4. Educational Sessions. CCHS shall be responsible,at its cost,for conducting educational
sessions as needed in school classrooms and in the Dental Care Mobile. Such educational sessions shall be
conducted with the assistance of a volunteer licensed dental assistant.CCHS shall review and select,at its
own cost,appropriate educational materials for use by teachers,parents and children participating in the
educational sessions. These materials shall include,as appropriate,multi-lingual educational materials and
miscellaneous incentives and rewards such as toothbrushes,stickers and similar materials.
2.5. Dental Information Packages. CCHS shall be responsible,it its own cost,for
developing and assembling dental informational packages for distribution to patients of the Dental Care
Mobile. CCHS shall use licensed dental providers to help in the development of the informational
packages.
2.6. Volunteer Recruitment. CCHS shall assist local service clubs with volunteer
recruitment to escort patients to and from the Dental Care Mobile.
2
2.7. Staff CoveraZe. CCHS shall assist in arranging coverage for the Rental Care Mobile's
regularly scheduled dentists and/or dental assistants in the event such regularly scheduled dentists and/or
dental assistants are unexpectedly absent or otherwise unable to provide dental services.
ARTICLE III
OBLIGATIONS OF LA CUMCA AND BCHC
3.1. Administrative Services. La Chnica and BCHC shall coordinate with each other to
jointly perform the following administrative services for the Dental Care Mobile:
(a) Ensure that the operations of the Dental Care Mobile meets all federal,state and
local licensing requirements applicable to the operation of a dental care mobile;
(b) Screen prospective patients for any applicable insurance coverage;
(c) Enroll patients who qualify for services provided by the Dental Care Mobile;
(d) Schedule appointments and make appointment reminder calls;
(e) Obtain patient consent forms;
(f) Meet and greet patients coming to the Dental Care Mobile for appointments;
(g) Clean the Dental Care Mobile and restock with provisions at the end of each
use;
(h) Collect data to be used by the Parties for the evaluation of the services provided
by the Dental Care Mobile;
(i) Maintain all dental records for patients using the services of the Dental Care
Mobile.
(j) Provide quality assurance and peer review activities for dentists and dental
assistants providing services for the Dental Care Mobile;and
(k) Ensure appropriate referrals and follow-up for patients receiving services from
the Dental Care Mobile.
3.2. Professional Services. La Chnica and BCHC shall collectively provide one dentist and
one dental assistant who are each properly licensed by the State of California to provide services for
patients using the Dental Care Mobile. In the event that the Dental Care Mobile expands its services,La
Clinica and BCHC shall provide additional dentists and/or dental assistants as needed to properly provide
services for the Dental Care Mobile.
3.2. Billinz Services and Expense Retorting. La Clinica and BCHC shall perform the
following services:
(a) Bill the patient's appropriate third party payor;
(b) Collect payments received from the patient's appropriate third party payor;and
(c) Submit to each of the Parties hereto a monthly report of revenues and expenses
related to the services provided by the Dental Care Mobile The report shall be
in the form as attached hereto as Exhibit A.
The Parties acknowledge and agree that patients seen by the Dental Care Mobile in locations
normally served by La Clinica shall be considered patients of La Clinica for billing and recordkeeping
purposes and that patients seen by the Dental Care Mobile in locations normally served by BCHC shall be
considered patients of BCHC for billing and recordkeeping purposes.
3
ARTICLE IV
ADDITIONAL OBLIGATIONS OF LA CLINICA
4.1. In addition to the responsibilities set forth in Article III above,La Chnica shall have the
following additional responsibilities:
(a) Provide and maintain all of the dental equipment needed for the proper operation
of the Dental Care Mobile;
(b) Provide all of the supplies and inventory needed for the proper operation of the
Dental Care Mobile,except for those supplies provided by CHA pursuant to
paragraph 1.3(f)above;
(c) Provide all of medications needed for the proper delivery of dental services to
patients using the Dental Care Mobile;
(d) Oversee the sterilization of all instruments used by patients seen at the Dental
Care Mobile. Such sterilization shall be in compliance with state laws and shall
be in accordance with industry standards;
(e) Ensure that the Dental Care Mobile is completely re-stocked at the end of each
usage;
(f) Maintain supplies of disposable laundry in the Dental Care Mobile for staff and
patients and ensure that such laundry is cleaned in compliance with state laws
and in accordance with industry standards;
(g) Ensure that there is available,in compliance with state lave and in accordance
with industry standard,necessary emergency coverage for patients being seen at
the Dental Care Mobile;
(h) Maintain appropriate policies and procedures for the use of the Dental Care
Mobile in compliance with state law and in accordance with industry standards;
(i) Provide general"trouble-shooting„for anticipated an unanticipated problems
arising out of the overall operation of the Dental Care Mobile;and
(j) Coordinate with local service club volunteers to provide support to those
volunteers who escort children to and from class after visiting the Dental Care
Mobile.
(k) Provide and supervise shared dental assistant/coordinator
ARTICLE V
ADDITIONAL OBLIGATIONS OF CHA
5.1. In addition to the responsibilities set forth in Article I above,CHA.shall have the
following additional responsibilities:
(a) Monitor and oversee the overall operation of the Dental Care Mobile;
(b) Convene the Dental Executive Committee;
(c) Prepare the report(s)required by the County Dental Health Action Group;
(d) Act as the fiscal agent to receive grant monies for use by the Dental Care
Mobile;and
(e) Prepare the report(s)required by RMHC,funders and the Dental Executive
Committee.
ARTICLE VI
CON01ITTEES
6.1. Dental Executive Committee. The Parties hereto shall form a Dental Executive
Conunittee to oversee the operation of the Dental Care Mobile. The Dental Executive Committee shall
meet on a monthly basis,or as agreed by the Parties. Each of the Parties hereto shall provide one(1)
4
representative from their respective organizations to attend the Dental Executive Committee meetings.The
representatives sitting on the Dental Executive Committee shall have decision making authority for their
respective organizations.The meetings shall be held at a location mutually agreed upon by the Parties.
6.2. Fundraisine Committee. The Parties hereto shall form a Fundraising Committee for the
purpose of overseeing and promoting fundraising for the operation of the Dental Care Mobile. The
Fundraising Committee shall meet on a monthly basis,or as agreed by the Parties. Each of the Parties
hereto shall provide one(1)representative from their respective organizations to attend the Fundraising
Committee meetings.The same representative from a particular organization may sit on both the Dental
Executive Committee and the Fundraising Committee. The meetings shall be held at a location mutually
agreed upon by the Parties.The obligations of the Parties hereto with respect to fundraising are set forth in
Exhibit B attached hereto.
ARTICLE VII
NOTIFICATION OF CERTAIN EVENTS
7.1. Each Party shall have the obligation to notify all other Parties in writing within twenty-
four(24)hours after the occurrence of any one or more of the following events:
(a) Any Party hereto becomes the subject of any suit,action or other legal
proceeding arising out of the services provided by the Dental Care Mobile;
(b) Any dentist or dental assistance providing services under this Agreement is
subject to any suit,action or other legal proceeding arising out his or her services provided for the Dental
Care Mobile;
(c) Any Party hereto and/or any dentist or dental assistant performing services
under this Agreement become the subject of any disciplinary proceeding or action before any state's dental
board or similar agency responsible for professional standards or behavior;
(d) Any dentist or dental assistance providing services under this Agreement is
convicted of a criminal offense;or
(e) Any act of nature or any other event occurs which.has a material
adverse effect on any Parties' ability to perform under the terms of this Agreement.
ARTICLE VIII
PAYMENT OF EXPENSES
8.1. Non-Reimbursable Costs. It is the intention of the Parties hereto that each Party shall
bear some costs incurred in connection with this Agreement which shall not be reimbursed under the terms
of this Agreement. These non-reimbursable costs are set forth in Exhibit C attached hereto.
8.2. Reimbursable Dental Casts to La Clinica and BCHC. La Clinica and BCHC shall
each be entitled to retain all revenues generated by patient billings for services provided by the Dental Care
Mobile. Specifically,La Clinica shall be entitled to retain all revenues generated by patient billings for
services provided by the Dental Care Mobile in locations normally served by La Clinica("La Clinica
Patient Revenues"). BCHC shall be entitled to retain all revenues generated by patient billings for services
provided by the Dental.Care Mobile in locations normally served by BCHC("BCHC Patient Revenues").
In the event that the La Clinica.Patient Revenues are insufficient to cover the Direct Costs,as defined in
Exhibit A,associated with the services rendered to patients served by La Clinica and/or the BCHC Patient
Revenues are insufficient to cover the Direct Costs,as defined in Exhibit A.associated with the services
rendered to patients served by BCHC,La Clinica and/or BCHC shall be entitled to be reimbursed,on a pro
rata basis,for their Direct Costs from any monies raised by the Parties from fundraising activities. In this
5
regard.,La Clinica and BCHC shall each submit monthly reports in a form and process established by the
Dental Executive Committee to be accompanied by their request for reimbursement of their Direct Costs
from monies raised by the parties from fundraising activities.Retrospective requests may not go back
farther than 2 months.
In the event that La Clinica patient Revenues exceed the Direct Costs associated with
the services rendered to La Clinica patients,La Clinica shall be entitled to keep the excess of the La Clinica
Patient Revenues over their Direct Costs.
In the event that BCHC patient Revenues exceed the Direct Costs associated with the
services rendered to BCHC patients,BCHC shall be entitled to keep the excess of the BCHC patient
Revenues over their Direct Costs.
8.3. Reimbursable Other Costs. All expenses defined as "Reimbursable Other Costs"in
Exhibit A shall be reimbursed to the Party who incurred the cost from monies raised through fundraising
activities done on behalf of the Dental.Care Mobile. If the sums raised through fundraising activities are
insufficient to cover the Reimbursable Other Costs,the parties hereto shall divide such Reimbursable Other
Costs equally.Each party shall be responsible for logging on Exhibit A the"Reimbursable Other Costs"
which it incurs and submitting such to the Dental Executive Committee on a monthly basis,or as mutually
agreed by the parties.Each Darty shall provide supporting documentation(i.e. receipts,time cards,etc) for
its portion of the "Reimbursable Other Costs"which appear on Exhibit A.
ARTICLE IX
INSURANCE ANIS I"EMNITY
9.1. Professional Liability Insurance. Each Party hereto shall,at its own expense,
maintain professional liability insurance as is required under the RMHC Agreement.In addition,La Clinica
BCHC and CCHS shall,at their own expense,provide additional professional liability insurance for the
dental practitioners they supply to provide services for the Dental Care Mobile. Each party shall provide
proof of such insurance coverage upon request.
9.2. Vehicle Liability Insurance. CHA shall be responsible for acquiring vehicle liability
insurance as is required under the RMHC Agreement.The cost of such vehicle liability insurance shall be
paid by the parties as set forth in Article Vttl above. CHA shall provide proof of such insurance coverage
upon request.
9.3. Worker's CoLnp ensation Insurance.Each party shall be responsible for maintaining
Worker's Compensation Insurance for those star members provided by each respective Party hereto.Each
Party shall provide proof of such insurance coverage upon request.
9.4. Mutual Indemnification. Each party hereto shall indemnify and hold harmless all other
Parties hereto against. (a)any and all liability arising out of such Parties failure to comply with the terms
of this Agreement,and any injury,loss,claims,or damages arising from the negligent operations,acts,or
omissions of such party,its employees or agents arising out of the services performed under this
Agreement;and(b)any and all costs and expenses,including reasonable legal expenses,incurred by or on
behalf of a Party in connection with the defense of such claims.
ARTICLE X.
RELATIONS'BETWEEN THE PARTIES
Nothing contained in this Agreement shall be construed as creating a partnership,joint venture,or
employer/employee relationship between the Parties hereto. Each Darty is solely responsible for
maintaining its own business insurance and worker's compensation policy and paying all its applicable
taxes,assessments,fees,costs and expenses as such may apply to their own staff or employees. Nothing in
6
this Agreement shall constitute or authorize any Party hereto to bind another Party hereto to any
obligations,or to assume or create any responsibility for or on behalf of any Party to any third party.
ARTICLE XI
TERM ANIS TERN[INATION
11.1 Term. This Agreement shall became effective upon the delivery of the Dental Care
Mobile to the Parties hereto and shall continue for a period of five(5)years,subject to the termination
provisions of this Agreement.
11.2. Termination Without Cause by Any Party Any party may terminate this Agreement
without cause or penalty with thirty(30)day's prior written notice.
11.3. Termination of RMHC Agreement. Notwithstanding the termination provision set
forth in paragraph 11.2 above,this Agreement shall automatically terminate in the event the RMCH
Agreement is terminated or expires.
ARTICLE XII.
GENERAL PROVISIONS
12.1. Amendment. This Agreement may be modified or amended only by mutual written
agreement of all Parties. Any such modification or amendment must be in writing,dated,signed by the
Parties and attached to this.Agreement.
12.2. Dispute Resolution.In the event of any controversy or dispute related to or arising out of
this Agreement,the Parties agree to meet and confer in good faith to attempt to resolve the controversy or
dispute without an adversary proceeding. If the controversy or dispute is not resolved to the mutual
satisfaction of the Parties within five(5)business days of notice of the controversy or dispute,the Parties
agree to waive their rights,if any,to a jury trial and pre-trial discovery,and to submit the controversy or
dispute to arbitration,which shall be conducted in Contra Costa County,State of California. The Parties
shall select the arbitrator within ten(10)calendar days after the end of the five-(5)day period referenced in
the foregoing sentence. If the Parties are unable to agree on an arbitrator,any Party may petition the
American Arbitration Association(the"Arbitration Company")for the appointment of an arbitrator
according to the procedures for such appointment provided under the Arbitration Company's rules for
commercial arbitration. The arbitration shall commence within a reasonable time after the claim,dispute,
or the matter in question.has arisen,and in no event shall it commence after the date when institution of
legal or equitable proceedings based on such claim,dispute,or other matters in questions would be barred
by the applicable statue of limitations. The arbitration shall be conducted in a summary manner upon
written briefs of the parties if the arbitrator believes that such summary procedure will be adequate to
resolve all contested issues fairly. The Parties shall submit their briefs to the arbitrator within fifteen(15)
calendar days following selection of the arbitrator. The arbitrator shall not be required to observe or carry
out formalities or usual procedures such as pleadings or discovery or the strict rules of evidence. The
arbitrator shall decide all matters submitted to him or her within twenty-one(2 1)calendar days following
the arbitrator's receipt of briefs or conclusion of any necessary hearings. The Parties reserve the right to
contest the arbitrator's decision and to appeal from any award This agreement to arbitrate shall be
specifically enforceable.
12.3. Assignment. No party may assign any interest or obligation under this Agreement
without the written consent of all other Parties hereto. Subject to the foregoing this Agreement shall be
binding on and shall inure to the benefit of the Parties and their respective successors and assigns.
12.4. Attorneys'Fees. If any Darty brings an action for any relief or collection against the
other Party,declaratory or otherwise,arising out of the arrangement described in this Agreement,the losing
7
Party shall pay to the prevailing Party a reasonable sum for attorneys'fees and costs actually incurred in
bringing such action,including fees incurred in arbitration,at trial,on appeal and on any review therefrom,
all of which shall be deemed to have accrued upon the commencement of such action and shall be paid
whether or not such action is prosecuted to judgment. Any judgement or order entered in such action shall
contain a specific provision providing for the recovery of attorneys' fees and costs incurred in enforcing
such judgment. For the purpose of this Section,attorneys' fees shall include fees incurred in connection
with discovery,post judgment motions,contempt proceedings,garnishment and levy.
12.5. Choice of Law. This Agreement shall be construed in accordance with and governed by
the internal laws of the State of California,except choice of law rules that would require the application of
the laws of any other jurisdiction. Venue shall be in Contra Costa County.
12.6. Compilance With Laws. All Parties shall comply with all applicable laws,ordinances,
codes and regulations of federal,state and local governments applicable to the operation and use of mobile
dental clinic.In addition,all Parties hereto shall comply with the terms and conditions set forth in the
RMHC Agreement.
12.7. Counterparts. This Agreement may be executed in one or more counterparts,each of
which shall be deemed to be an original,but all of which together shall constitute one and the same
instrument.
12.8. Entire Agreement. This Agreement is the entire understanding and agreement of the
Parties regarding its subject matter,and supersedes any prior oral or written agreements,representations,
understandings or discussions between the Parties. No other understanding between the Parties shall be
binding on them unless set forth in writing,signed and attached to this Agreement.
12.9. Exhibits. The attached exhibits,together with all documents incorporated by reference
in the exhibits,form an integral part of this Agreement and are incorporated into this Agreement wherever
reference is made to them to the same extent as if they were set out in full at the point at which such
reference is made.
12.10. Notices. All notices or communications required or permitted under this Agreement shall
be given in writing and delivered personally or sent by United States registered or certified mail with
postage prepaid and return receipt requested or by overnight delivery service(e.g.,Federal Express,DHL).
Notice shall be deemed given when sent,or otherwise deemed given when received. In each case,notice
shall be delivered or sent to:
If to CHA,addressed to;
John Muir/Mt.Diablo Health System
Community Health Alliance
1341 Galaxy Way,Suite D
Concord,CA 94520
Attn.: Lynn H.Baskett
Executive Director
If to CCHS,addressed to.
Contra Costa Health Services
597 Center Avenue,Suite 365
Martinez,CA 94559
Ann.: Cheri Pies,MSW,DrPH
Director,FMCH Programs
8
If to La Clinics,addressed to:
La Clnica de la Raza
1515 Pruitvale Avenue
Oakland,CA 94601-2355
Attn.: Jane Garcia
Chief Executive Officer
c.c.: La Clinics de la Raza
339 E.Leland Drive
Pittsburg,CA 94565
Ann.: Viola Lujan
Contra Costa County Area Director
If to BCHC,addressed to.
Brookside Community Health Center
2023 Vale Road,Suite 107
San.Pablo,CA 94806
Attn.: Margie Boleyn
Executive Director
12.11. Severability. if any provision of this Agreement is determined to be illegal or
unenforceable,that provision shall be severed from this Agreement,and such severance shall have no effect
upon the enforceability of the remainder of this Agreement.
12.13. No Third-Darty Beneficiary Rigbts. The Parties do not intend to confer and this
Agreement shall not be construed to confer any rights or benefits to any person,firm,group,corporation or
entity other than the Parties.
12.14. Waiver. No delay or failure to require performance of any provision of this Agreement
shall constitute a waiver of that provision as to that or any other instance. Any waiver granted by a Party
must be in writing,and shall apply solely to the specific instance expressly stated
12.15. Nondiscrimination. No Party shall differentiate or discriminate in its provision of the
services with respect to the Dental Care Mobile on the basis of race,color,national origin,ancestry,sex,
marital status,age or payor,or on any other basis prohibited by applicable law.
COMMUNITY HEALTH ALLIANCE:
By:
Its:
CONTRA COSTA HEALTH SERVICES:
By:
Its:
9
LA CLINICA:
By:
Its:
BROOKSIDE COMMUNITY HEALTH CENTER:
By:
Its:
10
_
Exhibit A
Revenue/Expense Report
Create spread sheet which includes all revenues and reimbursable expenses
Examples in include
Revenues:
Insurance
DentiCal
Healthy Families
CHDP
Other
Uninsured
Fundraising Activities
Expenses:
Personnel Expenses
DDS
RDAJDA
Reg/collect(HSS)
Fringe Benefits
La Chnica 241/6
BCHC 29%
Services and Supplies
Dental supplies(Consumable)
Minor equip(instruments)
Dental equipment maintenance
Pharmaceuticals
Office supplies
Other-specify
Diesel fuel
Sewage disposal
General maintenance
Exterior cleaning
Interior cleaning supplies
Annual vehicle registration
Vehicle insurance
Care Mobile storage
Miscellaneous modifications
Miscellaneous repairs
Cellular phone contract
Conferences and meetings
fixed equipment/sterilization
other equipment
non-fixed dental equipment
Administrative expenses
One Time Rees
initial vehicle registration
Emergency medical equipment
folding chairs and table
Cellular phones
Computer
signage
11
Exhibit B
Fundraising Expectations and Obligations
Writing and submitting grant letters of intent and proposals
—John Muir/Mt Diablo Health System staff
Identifying funders to whom a proposal can be submitted s well as contact
information
—Executive Committee Members
Review,provide input, and approve submission to funders
—Executive Committee Members
Corporate contracts both individual and corporate foundations:
Ronald McDonald House Charities representatives
(Erika Wasmund and Jason Goldblatt)
1. Identify and make contact with potential corporate funders.
2. Provide specific contact information and proposal needs of corporate
funders to John Muir/Mt. Diablo Health System staff',who will follow
up and submit proposals and letters as needed.
12
Exhibit;C
Non-Reimbursable Expenses
(a) For CHA. (1) Cost of Dental Care Mobile Driver
(2) Administrative overhead and employee costs of
Executive Committee and other meeting participation
costs such as mileage expenses.
(b) For CCHS: (1) All costs associated with the services set forth in
Article 11 above,expect that CCHS shall be
reimbursed for those direct costs associated with the
dentist and/or dental assistant provided under
paragraph 2.7 above.
(2) Administrative overhead and employee costs of
Executive Committee and other meeting participation
costs such as mileage expenses.
(c) For La Clinica: (1) Employee and dentist malpractice insurance
(2) Administrative overhead and employee costs of
Executive Committee and other meeting participation
costs such as mileage expenses.
(d) For BCHC: (1) Employee and dentist malpractice insurance
(2) Administrative overhead and employee costs of
Executive Committee and other meeting participation
costs such as mileage expenses.
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